Sabuy Technology Public : Opinion of the Independent Financial Advisor on the Acquisition of Assets in the case of the purchase of ordinary shares of Oops Network Company Limited and Redhouse Digital Company Limited

- Translation -

Independent Financial Advisor's Opinions Report

On the Acquisition of Assets

Regarding the Purchase of Ordinary Shares of Oops Network Company Limited

and Redhouse Digital Company Limited

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	Sabuy Technology Public Company Limited
Regarding the Purchase of Ordinary Shares of Oops Network Company Limited and Redhouse Digital Company Limited

25 July 2022

Subject Independent Financial Advisor's Opinions Report On the Acquisition of Assets Regarding the Purchase of Ordinary Shares of Oops Network Company Limited and Redhouse Digital Company Limite

To President

The Stock Exchange of Thailand

According to the Board of Directors Meeting No. 1 2 / 2 0 2 2 of Sabuy Technology Public Company Limited ("the Company") held on 23 June 2 0 2 2 which resolved and approved to further purpose the agenda item to the shareholders' Meeting of the Company to approve the investment in Oops Network Company Limited ( " MKO"), in the proportion of 50.00 percent of the total paid-up shares of MKO, and investing in Redhouse Company Limited ("RH") in the proportion of 50.00 percent of the total paid-up shares of RH through the purchasing and accepting all business assets and liabilities from Oops Media Holding Company Limited ("MKO Holding"). (Currently, MKO Holding holds shares in the proportion of the 50. 00 percent of total paid-up shares of MKO, and holds shares in the proportion of 50.00 percent of the total paid-up shares of RH.) Such investment has objectives of expanding the Company's business in providing marketing and digital media services, which will be beneficial to the Company's ecosystems and business partners to reach wide groups of customers, gain more reputation for communication and advertisement industries, build brand and product awareness among various customers properly and improve efficiency in managing customer data by connecting customer database of the Company to MKO and RH's for analyzing customer data and behaviors, which will lead to the presentation of products and services from the Company's ecosystem efficiently.

In this regard, entire business transfer of MKO Holding shall be carried out as follows:

1. MKO Holding shall transfer the entire business of MKO Holding, consisting of all assets, obligations, duties, and liabilities from MKO Holding, which currently exist or will exist on the date to where the entire business transfer is occurred. Currently, MKO only has assets which are ordinary shares of MKO held by MKO Holding in the proportion of 50.00 percent of the total paid-up shares and ordinary shares of RH held by MKO Holding in the proportion of 50.00 percent of the total paid-up shares of RH to the Company.
2. The Company shall make a payment for the entire business transfer from MKO Holding by issuing 3,571,428 newly-issued ordinary shares to MKO Holding at the offering price of THB 28.00 per share, totaling THB 100.00 million.
3. Subsequent to the completion of the transaction, MKO Holding shall be liquidated and the Company's shares under MKO Holding shall be allocated to its shareholders as the following:

Independent Financial Advisor's Opinions Report On the Acquisition of Assets	Sabuy Technology Public Company Limited
Regarding the Purchase of Ordinary Shares of Oops Network Company Limited and Redhouse Digital Company Limited

Major Shareholders of MKO Holding and SABUY's Shares Allocation

	No.			Major Shareholders			MKO Shares			Shareholding			Allocation of SABUY
							(Percentage)			Shares
1			Mr. Phasin Pitithanarit	1,249		49.96		1,784,285
2			Ms. Nathida Ratthanawut	1,249		49.96		1,784,285
3			Ms. Phinyada Pitithanarit	2		0.08		2,858
				Total	2,500		100		3,571,428

Remark : All 3 shareholders of MKO holding are not connected person of the Company. Whereas, Ms. Phinyada Pitithanarit is a sister of Mr. Phasin Pitithanarit. However, Ms. Nathida Ratthanawut is not related to other shareholders.

The aforementioned transaction is considered as an acquisition of assets transaction of the Company according to the Notification of Capital Market Supervisory Board No. Tor Jor. 20/2008 Re: Rules on Entering into material Transactions Deemed as Acquisition or Disposal of Assets and the 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 and Disposal of Assets B.E.2547 (2004) ("Acquisition and Disposal of Assets Notifications"). Whereby, the investment in MKO and RH in the proportion of 50.00 percent of the total paid-up shares or totaling to THB

100.00 million can be calculated a transaction size of 1.52 percent based on the total value of the consideration paid basis, which is the criterion to calculate the maximum size of transaction with reference to the consolidated financial statements of the Company that have been audited by a certified public accountant ending 31 March 2022. Whereas, the overall size of the acquisition of assets transaction in the past 6 months of the Company is equivalent to 53.31 with reference to the net profits from operation which is the criterion to calculate the maximum size of transaction with reference to the consolidated financial statements of the Company that have been audited by a certified public accountant, ending 31 March 2022. The transaction size is higher than 50.00 percent. Therefore, the Company is obligated both to disclose the information memorandum regarding the acquisition transaction of the Company to the Stock Exchange of Thailand ("SET") according to the Acquisition and Disposal of Assets Notifications. In addition, the transaction shall be proposed to the shareholders' meeting to consider and to approve such transaction, at the same time, the independent financial advisor shall be appointed to express opinions on such transaction. The resolution shall be approved by the vote of no less than three-fourths of the total shareholders attending the meeting and entitled to vote, excluding the vote of the shareholders who has a conflict of interest.

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 independent financial advisor'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 independent financial advisor's opinion is based on the assumption that all information and documents received from the Company including from interviews with the Company's executives,

Independent Financial Advisor's Opinions Report On the Acquisition of Assets	Sabuy Technology Public Company Limited
Regarding the Purchase of Ordinary Shares of Oops Network Company Limited and Redhouse Digital Company Limited

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 independent financial advisor'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	Sabuy Technology Public Company Limited
Regarding the Purchase of Ordinary Shares of Oops Network Company Limited and Redhouse Digital Company Limited

"Announcement on Acquisition or Disposition of Assets"

"CAGR"

"D/E"

"DCF"

"EV/EBITDA"

"FCFF"

"Kd"

"Ke"

"Marketing Oops"

"MKO Holding"

"MKO"

"Opinions Report"

"P/BV"

"P/E"

"RH"

"SABUY Utility Token"

"SABUYVERSE"

"SBE"

"SBFP"

"SBM"

Glossary

The Notification of the Capital Market Supervisory Board No. TorChor. 20/2008 Re: Significant transactions that qualify as the acquisition or disposal of assets dated on 31 August 2008 (and as amended) and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Acts of Listed Companies Concerning the Acquisition or Disposition of Assets 2004 dated on 29 October 2004 (and as amended)

Compound Annual Growth Rate

Debt to Equity Ratio

Discounted Cash Flow

Enterprise Value/Earnings before interest, tax, depreciation and amortization

Free Cash Flow to Firm

Cost of Debt

Cost of Equity

MarketingOops.com

Oops Media Holding Company Limited

Oops Network Company Limited

Independent Financial Advisor's Opinions Report On the Acquisition of Assets Regarding the Purchase of Ordinary Shares of Oops Network Company Limited and Redhouse Digital Company Limite

Price-to-book Value Ratio

Price-to-earnings Ratio

Redhouse Digital Company Limited

Utility Token of the Company

The plan to create a universe that covers both the creation of a business ecosystem with partners and the use of technology to enhance services that meet the needs of the Company's consumers' lives

Sabuy Exchange Company Limited

Sabuy Food Plus Company Limited

Sabuy Money Company Limited