Sabuy Technology Public : Opinion of the Independent Financial Advisor on the Acquisition of Assets anc connected party transaction in the case of the purchase of ordinary shares of Advance Information Technology PCL., to be replaced by the payment of cash

- Translation -

Independent Financial Advisor's Opinions Report

On the Acquisition of Assets and connected transaction

in the Case of the Purchase of Ordinary Shares of

Advanced Information Technology Public Company Limited

(Changing the payment method into cash payment)

Reporting to

The Shareholders of Sabuy Technology Public Company Limited

Prepared by

Avantgarde Capital Company Limited

25 July 2022

Independent Financial Advisor's Opinions Report On the Acquisition of Assets and connected transaction	Sabuy Technology Public Company Limited
In the Case of the Purchase of Ordinary Shares of Advanced Information Technology Public Company Limited

25 July 2022

Subject Independent Financial Advisor's Opinions Report On the Acquisition of Assets and connected transaction in the Case of the Purchase of Ordinary Shares of Advanced Information Technology Public Company Limited

To President

The Stock Exchange of Thailand

According to the 2 0 2 2 Annual General Meeting of Shareholders, Sabuy Technology Public Company Limited (the "Company") resolved to approve the Company to invest in the purchase of ordinary shares and warrants of Advance Information Technology Public Company Limited with following details:

The Company will invest in purchasing (1) ordinary shares and warrants of Advance Information Technology Public Company Limited ("AIT") from Mr. Anonchai Veeraprawat ("Mr. Anonchai"), which is an existing shareholder of AIT, amounting to 30,000,000 shares, or equivalent to 2.91 percent of the issued and paid-up capital of AIT, at a price 7 . 0 8 THB per share, with a total value of THB 2 1 2 . 4 0 million; and (2 ) warrants to purchase ordinary shares of Advance Information Technology Public Company Limited No. 2 ("AIT-W2"), amount 140,000,0000 units, price

3.55 THB per unit, total value THB 497.00 million, total offering value THB 709.40 million and (3) the exercise of convertible rights of AIT-W2 in the amount of 140,000,000 units at an exercise price of 2 . 00 THB per share, an additional amount of THB 280.00 million.

On 13 June 2 0 2 2 , the Company accepted the transfer of 30,000,000 ordinary shares of AIT and AIT-W2 warrants from Mr. Anonchai and paid compensation in the amount of 7 ,5 1 8 ,5 8 4 ordinary shares of the Company to Mr. Anonchai in return for only the part of the transfer of AIT's ordinary shares. However, as regards the issuance of 17,592,920 newly-issued ordinary shares of the Company for payment of AIT-W2 warrants, the Company has been notified by the Department of Business Development about the problems that the Company cannot register AIT- W2 warrant as a payment for the Company's newly issued ordinary shares as AIT-W2 warrant is an asset that is claimable. Even if the price is traded on the stock exchange and can be traded to change hands but there is still no certainty whether the right will be exercised or not. Therefore, the registration of the capital increase to pay for shares as AIT-W2 warrants cannot be registered until the AIT-W2 warrants are exercised to convert into ordinary shares. Therefore, the Company would like to change the payment method of 17,592,920 newly-issued ordinary shares from the payment of AIT-W2 warrants to a cash payment of THB 4 9 7 . 0 0 million and will change the payment method of AIT-W2 warrants to Mr. Anonchai in the amount of 140,000,000 units from the payment of ordinary shares to a cash payment of THB 497.00 million. The Company will issue and offer 17,592,920 newly- issued ordinary shares to Mr. Anonchai at the offering price of 28.25 THB per share, representing a total value THB 497.00 million. The issuance and offering of newly issued ordinary shares to Mr. Anonchai is a private placement offering, which is a connected person of the Company. The shareholders' meeting of the Company will have a resolution to clearly determine the offering price at 28.25 THB per share, which is the offering price that is not less

Independent Financial Advisor's Opinions Report On the Acquisition of Assets and connected transaction	Sabuy Technology Public Company Limited
In the Case of the Purchase of Ordinary Shares of Advanced Information Technology Public Company Limited

than 90.00 percent of the market price of the Company's shares. After Mr. Anonchai paid for the newly issued ordinary shares to the Company, the Company will continue to make payment for the purchase of AIT-W2 warrants to Mr. Anonchai later.

The above investment by the Company is considered to be entering into a transaction with a connected person of the Company in the asset and service category. According to the Notification of the Capital Market Supervisory Board No. TorJor. 21/2551 Re: Rules for Connected Transactions and according to the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning Connected Transactions B.E. Entered into a transaction between the Company and Mr. Anonchai Veeraprawat, who is a major shareholder of the Company by purchasing 140,000,0000 warrants of AIT at the price of 3.55 THB per unit, totaling THB 497.00 million, which the value of the transaction more than THB 20.00 million or equivalent to 27.17 percent of the Company's net tangible assets based on the Company's audited consolidated financial statements for the three-month period ended 31 March 2022. However, the Company did not enter into the connected transactions in the past 6 months. The Company is obliged to disclose information on connected transactions to the Stock Exchange of Thailand. According to the announcement of connected transactions and request approval for entering into the transaction to the shareholders' meeting, appoint the IFA to give opinions, and must be approved by a vote of not less than three-fourths of the total number of votes of the shareholders attending the meeting and having the right to vote excluding the shareholders' equity with interests.

In this regard, the Company appointed Avantgarde Capital Company Limited as independent financial advisor ("the IFA") to express the opinions regarding the reasonableness of the said transaction. In the preparation of this IFA's opinion report, the IFA has studied the reasonableness of entering into the transaction including information and documents received from the Company and various information disclosed by the Company to the public such as annual report, audited or reviewed financial statements by the Company's certified public accountant, as well as other information from public sources, including information from interviews with service providers, etc. The IFA's opinion is based on the assumption that all information and documents received from the Company including from interviews with the Company's executives, are accurate, complete and true, showing the latest view of the Company that there is also no change in the future that may affect the Company's business operations significantly.

The IFA's opinion is for information purposes only in considering the approval of the transaction. The shareholders should study the information and opinions of the IFA in various aspects to use as information for their decision making. However, the final decision to approve is at the discretion of each shareholder of the Company.

Independent Financial Advisor's Opinions Report On the Acquisition of Assets and connected transaction	Sabuy Technology Public Company Limited
In the Case of the Purchase of Ordinary Shares of Advanced Information Technology Public Company Limited

	Glossory
"AIT"	Advance Information Technology Public Company Limited
"AIT-W2"	Warrants to purchase ordinary shares of Advance Information Technology
Public Company Limited No. 2
"CAGR"	Compound Annual Growth Rate
"DCF"	Discounted Cash Flow Method
"D/E"	Debt to Equity Ratio
"EV/EBITDA"	Business value to profit from operations before interest expenses, income
taxes, depreciation and amortization expenses ( Enterprise Value/Earnings
	before interest, tax, depreciation and amortization)
"FCFF"	Net free cash flow from business operations (Free Cash Flow to Firm)
"Kd"	Interest Rate on Borrowing (Cost of Debt)
"Ke"	Cost of Equity ratio
"ISF Holding"	ISF Holding Company Limited
"MKO Holding"	Oops Media Holding Company Limited
"Mr. Anonchai"	Mr. Anonchai Weerapawat
"NAKON"	Nakhon Luang Capital Public Company Limited
"P/BV"	Price to Book Value Ratio (Price-to-book Value Ratio)
"P/E"	Price-to-Earning Ratio (Price-to-earnings Ratio)
"SBE"	SABUY Exchange Company Limited
"SBFP"	SABUY Food Plus Co., Ltd.
"SBM"	SABUY Money Co., Ltd.
"SBMP"	SABUY Market Plus Company Limited
"SBMX"	SABUY Maxi Insurance Broker Company Limited
"SBS"	SABUY Solutions Company Limited
"SCAP"	SABUY Capital Plus Company Limited
"ShipSmile"	A.T.P.Friend Service Co., Ltd. and refers to the business of providing service
point - delivery of parcels for transportation.
"SI"	System Integrator
"Tech Plus"	Tech Plus Company Limited
"VDP"	Vending Plus Company Limited
"WACC"	Weighted Average Cost of Capital
"Wd"	The proportion of debt (Weight of Debt)
"We"	Proportion of Equity (Weight of Equity)

Independent Financial Advisor's Opinions Report On the Acquisition of Assets and connected transaction	Sabuy Technology Public Company Limited
In the Case of the Purchase of Ordinary Shares of Advanced Information Technology Public Company Limited

"Group of Companies" or "Company and Subsidiaries"

"SET"

"Company" or "SABUY"

"Announcement on items acquired or sold"

"Announcement on Connected Transactions"

"Independent Financial Advisor"

IFA Report

"Office of the SEC" "DEPA" or "DEPA"

All 36 subsidiaries and associated companies of Sabuy Technology Public Company Limited are as follows: Sabuy Money Company Limited, Sabuy Exchange Company Limited, Platt Finserve Company Limited, Plus Tech Innovation Public Company Limited, Vending Plus Company Limited, Sabuy Market Plus Company Limited, Sabuy Food Plus Company Limited, Tero Sabuy Company Limited, Forthsmart Sabuy Tech Company Limited, Indeem Group Company Limited, Thiensurat Public Company Limited, Sabuy Solutions Company Limited, Sabuy Wash Company Limited, Laundrybar Thai Company Limited, Sabuy Pos Company Limited, Citysoft Infotech Company Limited, Sabuy Speed Company Limited, A.T.P.Friend Services Company Limited, Speedy Express Services Company Limited, M Point Express Company Limited, Paypost Service Company Limited, The Letter Post Service Company Limited, Lock Box Group Company Limited, The Achiever 59 Company Limited, Lock Sabuy Company Limited, Buzzebees Company Limited, Advanced Information Technology Public Company Limited, Sabuy Maxi Insurance Broker Company Limited, Sabuy Capital Plus Company Limited, O Capital Company Limited, Nakhonluang Capital Public Company Limited, Carfinn Inter Group Company Limited, Sabuy Digital Company Limited, Sabuy Accelerator Company Limited, Eatlab Company Limited, and Keen Profile (Thailand) Company Limited.

Stock Exchange of Thailand

Sabuy Technology Public Company Limited

Notification of the Capital Market Supervisory Board No. TorJor. 20/2551 Re: Rules for Significant Transactions Qualified as Acquisition or Disposition of Assets dated 31 August 2008 (and as amended), and Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or Disposition of Assets B.E. 2547 (2004) dated October 29, 2004 (and as amended)

Notification of the Capital Market Supervisory Board No. TorJor. 21/2551 Re: Rules for Connected Transactions and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Practices of Listed Companies Concerning Connected Transactions, 2003 (including any amendments thereto).

Avantgarde Capital Company Limited

Opinion report of the independent financial advisor regarding the acquisition of assets and the transaction with connected persons in the case of the purchase of ordinary shares of Advance Information Technology Public Company Limited

Securities and Exchange Commission

Digital Economy Promotion Agency