; however, an increase in selling and administration expenses as a result of the opening of Baan Dusit Thai and consulting expenses for other projects in progress caused the negative impact to EBITDA

The opinions of the Independent Financial Advisor on the connected transaction (For the purpose of translation only) 0 The opinions of the Independent Financial Advisor on the connected transaction by Thai Wacoal Public Company Limited Presented to Shareholders of Thai Wacoal Public Company Limited Prepared by 8 March 2019 This English report of the Independent Financial Advisor’s Opinions has been prepared solely for the convenience of foreign shareholders of Thai Wacoal Public Company Limited...

1 ( Translation ) Ref. NEP146-2017 October 25, 2017 Subject : Resolutions of the Board of Directors approving the capital decrease, the capital increase, the allotment of newly issued ordinary shares to investors in private placement, the acquisition of assets and convening the Extraordinary General Meeting of the Shareholders No. 1/2018 (Revise 3) To : President, The Stock Exchange of Thailand Attachment : 1. Capital Increase Report Form (F 53-4) 2. Information Memorandum in relation to the al...

, financial advisor and legal consultant opined that the investment in the Target Group Hotels and Resorts through the purchase of equity in the Target Company is appropriate and reasonable in line with the

กำร ด้วยควำมรับผิดชอบ ระมัดระวัง สุจริต โดยค ำนึงถึงควำมเหมำะสมและควำมเป็น ธรรม (fair and reasonable) เพื่อประโยชน์ที่ดีที่สุดของกิจกำรและผู้ถือหุ้นโดยรวม ส ำหรับหลักกำร ที่ก ำหนดให้เปิดเผยควำมเห็นกรรม

NPAs at favourable and reasonable price. 1.3 Company’s NPAs Renovation Scheme will enhance the opportunity to expedite Sale Performance. 1.4 Specialize in negotiating, debt restructuring, selling NPAs

Directors’ Meeting of the Company No. 90/2017, held on the date of 22 May 2017, resolved to approve the Transaction, as the Board of Directors considered and viewed that the Transaction was reasonable and

Directors considered and viewed that the Transaction was reasonable and beneficial to the Company and its shareholders, given the reasons described in item 8 above. The Meeting therefore resolved to approve

found that the terms under the Credit Agreement are reasonable and are not less favorable the terms under other financial agreements of the Company in the past. As such, the Board of Directors has

financial agreements of the Company in the past, especially in relation to the financial assistance to GSTELfrom the Mahachai Group, and found that the terms under the Credit Agreement are reasonable and are