The Opinion of the Independent Financial Advisor Regarding

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

The opinion of the Independent Financial Advisor regarding the acquisition of the ordinary shares of Big C Supercenter Public Company Limited and the shares of its related businesses

Berli Jucker Public Company Limited

Presented to

Shareholders of Berli Jucker Public Company Limited

Prepared by

Maybank Kim Eng Securities (Thailand) PCL Jaydee Partners Limited

29 February 2016

This English report of the Independent Financial Advisor’s Opinions has been prepared solely for the convenience of foreign shareholders of Berli Jucker Public Company Limited and should not be relied upon as the definitive and official document. The Thai language version of the Independent Financial Advisor’s Opinion is the definitive and official document and shall prevail in all aspects in the event of any inconsistency with this English Translation.

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

Content

Page

Executive Summary 6

Part 1 The acquisition of the ordinary shares of Big C Supercenter Public Company 14 Limited 1.1 Characteristics and Details of the Transaction 1.2 Appropriateness of the Transaction 1.3 Fairness of the Transaction Price and Condition

Part 2 The acquisition of the ordinary shares of C – Distribution Asia Pte Ltd. 47 2.1 Characteristics and Details of the Transaction 2.2 Appropriateness of the Transaction 2.3 Fairness of the Transaction Price and Condition

Part 3 Summary of the Opinions by the Independent Financial Advisor 62

Enclosure 1 General Information of Berli Jucker Public Company Limited 67

Enclosure 2 General Information of Big C Supercenter Public Company Limited 85

Enclosure 3 General Information of C – Distribution Asia Pte Ltd. 95

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

Glossary

The Company or BJC Berli Jucker Public Company Limited The Group Berli Jucker Public Company Limited and its subsidiaries BIGC Big C Supercenter Public Company Limited C – Distribution Asia C – Distribution Asia Pte Ltd. CDT C Distribution (Thailand) Company Limited TCC TCC Corporation Co., Ltd. Geant or Seller Geant International BV Saowanee Saowanee Holding Co., Ltd. Casino Group Casino Guichard - Perrachon SA BIGC Share Sale Agreement The Share Sale Agreement entered into between Geant International BV and TCC Corporation Co., Ltd., for the Company dated 5 February 2016 Acquisition of BIGC’s shares Acquisition of BIGC’s 264,797,600 shares from Geant International BV and acquisition of all of Saowanee’s 202,000 shares (as Saowanee holds 218,280,000 shares in BIGC) Independent Financial Advisor Maybank Kim Eng Securities (Thailand) Public Company Limited and JayDee or IFA Partners Limited SET The Stock Exchange of Thailand SEC The Securities and Exchange Commission Notifications on Asset The Notification of the Capital Market Supervisory Board No. TorChor. Acquisition and Disposal 20/2551, 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 Disposition of Assets, 2004

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

29 February 2016

To: The Shareholders Berli Jucker Public Company Limited

Re: Independent Financial Advisor Report on the Acquisition of Assets

With reference to the resolution of the Board of Directors of Berli Jucker Public Company Limited (“the Company” or “BJC”) No.1/2016 dated 12 February 2016, where the following important matters were considered and approved:

1. To propose to a meeting of shareholders to consider and approve the acquisition of the ordinary shares of Big C Supercenter Public Company Limited (“BIGC”) by the Company and/or its subsidiary and the making of a tender offer for the total shares of BIGC, as well as the shares of its related businesses, details as follows:

1.1 The acquisition of 483,077,600 ordinary shares of BIGC, or representing 58.55% of the total issued shares of BIGC at the price of THB 252.88 per share, totaling of THB 122,160,663,488, in accordance with the Share Sale Agreement entered into between Geant International BV (“Geant” or the “Seller”) and TCC Corporation Co., Ltd., for the Company (“TCC”) dated 5 February 2016 (“BIGC Share Sale Agreement”) in accordance with the details and important conditions as follows: (1) To acquire from Geant 264,797,600 BIGC shares; (2) To acquire all of Saowanee Holding Co., Ltd. (“Saowanee”)’s 202,000 shares (as Saowanee holds 218,280,000 shares in BIGC) and Saowanee is a company incorporated in Thailand. In this regards, acquisition of BIGC’s shares from Geant and acquisition of all of shares in Saowanee defines as “acquisition of BIGC’s shares” (3) The purchase price of BIGC shares is THB 252.88 per share (in case that Geant and Saowanee receives or shall receive dividend in 2015 from BIGC, the purchase price shall be deducted by such dividend); (4) The total purchase price of BIGC shares is not exceeding THB 122,160,663,488 (at the exchange rate as at February 5, 2016, the execution date of BIGC Share Sell Agreement) to be payable to the Seller in Euro currency. Apart from the payment of share price to Geant, the Share Sale Agreement also imposes the obligation of the purchaser to make a payment to the seller for the amount equal to the remaining “Net Cash” (calculated from the amount of current assets less the current liabilities) of Saowanee at the closing date (provided that the seller shall inform such amount 5 business days in advance). Under the Share Sale Agreement, this amount will be paid in Euro currency at the exchange rate as at the date upon the receipt of the notification of the remaining “Net Cash” by the seller (pursuant to the latest information received from the seller, the remaining “Net Cash” of Saowanee is around THB 2,141.41 million, for which the actual amount to be paid may differ from such amount depending on the financial status of Saowanee on the closing date. The actual amount may be differed from changing of financial status of Saowanee as at the closing date)

1.2 The making of a tender offer for all BIGC’s securities in compliance with the duties after becoming shareholder of BIGC which exceeds the trigger point for making a mandatory tender offer prescribed under the Notification of Capital Market Supervisory Board no. TorChor. 12/2554 re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers. The remaining 341,922,400 BIGC ordinary shares (representing 41.44% of BIGC’s total issued shares) shall be subject to the tender offer at the price no greater than the sale and purchase price of BIGC shares under paragraph 1.1 above (may be reduced by an amount of BIGC’s dividend received by the Seller pursuant to the resolution of 2016 Annual General Meeting of Shareholders of BIGC). Pursuant to the condition under the BIGC Share Sale Agreement, it shall be deemed that the buyer acquire BIGC shares and become a shareholder of BIGC upon making the payment of sale and

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

purchase price to the Seller, which is targeted to be on 31 March 2016. Therefore, on such date, after the Company and/or its subsidiary has acquired 483,077,600 BIGC shares, representing 58.55% of the total issued shares, which exceeds the trigger point for making a mandatory tender offer, the Company and/or its subsidiary shall be obliged to make a tender offer of all BIGC’s securities in accordance with the relevant regulations.

1.3 The acquisition of 2,700,000 ordinary shares of C- Distribution Asia Pte Ltd. (“C-Distribution Asia”), representing 60% of the total shares of C-Distribution Asia, from Cdiscount International BV (a company in Geant’s group) at the total price of Euro 21.5 million or approximately THB 856.00 million to be payable to the Seller in Euro currency. In addition, the condition set forth in the agreement also imposes the obligation of the purchaser to make a repayment of debts of C- Distribution Asia owed to the inter-companies in the group of seller as at the closing date (pursuant to the latest information dated February 19, 2016, received from the seller, the aggregate amount of such debts is 6,251,491.24 Euro, approximately THB 249 million. The actual amount may be slightly differed on the closing date). C-Distribution Asia

As the business of C-Distribution Asia is deemed as a supporting business of BIGC, therefore, in the event that the Meeting resolves not to approve the acquisition of BIGC shares, the Company will not propose the Agenda to approve the acquisition of C-Distribution Asia’s shares to the Meeting for consideration

The aforementioned acquisition transactions of shares in BIGC and C-Distribution Asia constitute the purchase or acquisition of the business of other companies under Section 107(2)(b) of the Public Limited Companies Act B.E. 2535 (1992), as well as an asset acquisition transaction under the definition in the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551, 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 Disposition of Assets, 2004 (collectively, the “Notifications on Asset Acquisition and Disposal”), with the highest transaction value calculated based on the criteria specified in the Notifications on Asset Acquisition and Disposal of 474.65%1.The transaction is classified under Type 4 Asset Acquisition Transaction for which the Company is required to comply with the Notifications on Asset Acquisition and Disposal.

Notwithstanding the foregoing, the entering into the transaction above does not constitute a back door listing because the business of BIGC is similar to or complements the business of the Company. Furthermore, the Company does not have a policy to make any material change to its core business. In addition, after the acquisition of BIGC’s shares, the Company Group will still be qualified to be listed on the Stock Exchange of Thailand (“the SET”), as BIGC is a listed company on the SET and this entering into the transactions will have no material change on the Board of Directors and the controlling power of the Company or the controlling shareholders of the Company whatsoever. Consequently, the Company has been granted a waiver for re-applying its securities for listing on the SET in accordance with the Notifications on Asset Acquisition and Disposal.

In addition, the acquisition of the BIGC ordinary shares, and the ordinary shares in C-Distribution Asia in accordance with the conditions specified in the BIGC Share Sale Agreement do not constitute a connected transaction, as Geant entered into the Share Sale Agreement dated 5 February 2016 with TCC, and TCC undertook the acts as assigned in its capacity as an agent of the Company to bid for the acquisition of BIGC’s shares under the pricing conditions and other conditions as determined by the Company, as the principal. After it appeared that TCC had bid at the highest price and entered into the

1 The transaction size calculated based on the latest financial statement of the Company (the reviewed consolidated financial statements for the nine-month period ending 30 September 2015) and BIGC (the audited consolidated financial statements for the 12-month period ending 31 December 2015) as at the date on which the Board of Directors of the Company resolved to approve entering into the transaction and propose for further approval by the meeting of shareholders at Board of Directors’ Meeting No. 1/2016 held on 12 February 2016.

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

Share Sale Agreement on behalf of itself, the Company, as the principal, and/or its subsidiary is therefore entitled to acquire the shares directly from the seller in accordance with the applicable law and the provisions under the Share Sale Agreement. Consequently, the above transaction of the Company is not considered to be a transaction entered into with TCC that would constitute a connected transaction, and TCC is not considered an interested shareholder. (In this regards, the legal advisor’s opinion regarding the agent and principle of the Company and TCC to acquire BIGC and C-Distribution Asia from the Seller appears on Part 1 Section 1.1.2 (b) of this report).

Thus, the Company is therefore required to disclose the both transactions to the SET and to convene a shareholders’ meeting to obtain approval for the Transaction, which must be passed with a vote of not less than three-fourths of the total votes of the shareholders attending the meeting and eligible to vote without counting interested persons. In addition, the Company is required to appoint an Independent Financial Advisor to provide an opinion concerning the entering into of such asset acquisition transaction.

2. To approve the Company to secure a loan from a financial institution for a short-term financial source (no longer than 12 months) in the acquisition of BIGC ordinary shares and the making of a tender offer for BIGC total shares, as well as the shares of its related businesses as referred to in No. 1 above in the maximum amount of not exceeding THB 220,000 million for the acquisition of all shares of BIGC.

According to the Board of Directors Meeting No.1/2016 dated 12 February 2016, the Board of Directors has approved the appointment of Maybank Kim Eng Securities (Thailand) Public Company Limited and JayDee Partners Limited (“independent financial advisor” or “the IFA”), as financial advisor approved by the Office of the Securities and Exchange Commission (“the SEC”) and the IFA does not have any relationship with the Company, and is authorized to be an independent financial advisor of the Company to provide an opinion to shareholders as supporting information for their voting consideration with respect to the Transactions. In this regards, the IFA hereby warrant that the IFA has all qualifications in accordance with the notification regarding the approval of the financial advisor and scope of works and the IFA had already performed, as the financial advisor, pursuant to the related criteria.

This IFA report was prepared based on the information gathered from interviews with the Company’s management, documents provided by the Company, publicly available information as well as the IFA’s assessment of current economic conditions. Any significant changes to this information in the future may alter the IFA’s opinion on the transaction accordingly. Information and documents used in preparing this report included but are not limited to the following: . The Resolutions of the Company’s Board of Director’s Meetings relating to the Transactions . Information Memorandum of the Acquisition of the Assets with respect to the acquisition of the Shares of BIGC . The Company’s and BIGC Information disclosure (Form 56-1) as of FY 2014 . The Company’s audited financial statements as of 31 December 2013 - 2015 . BIGC’s audited financial statements as of 31 December 2013 - 2015 . C Distribution (Thailand) Company Limited’s audited financial statements as of 31 December 2013 - 2014 . Agreements related to the Transactions . Information from interviews with the Company’s managements . Information provided by the Company

Limitation of the IFA in preparation of this opinion report The opinion of the IFA has been prepared on the limited accessible information of BIGC and C – Distribution Asia. Therefore, the IFA has prepared this opinion report based on the accessible and publicly disclosed information of BIGC and C – Distribution Asia and the information provided by the Company or the related persons of the Company. In this regards, the IFA has no opportunity to interview BIGC’s and C-Distribution Asia’s management regarding the future business plan, therefore the information may not be as complete as the direct information from BIGC and C-Distribution Asia. Nevertheless, the IFA views that such limitation is not materially affect the IFA’s duty on preparing this opinion report.

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

In addition, the IFA’s opinion was based on the following assumptions:- . All information and documents provided by the Company and the interviews with management were valid and true. The opinion obtained was credible and close to the current situation. . No past events or imminent events or impending events would create significant negative impacts on the Company’s and BIGC’s operating performance. . All business contracts related to the Company and BIGC were legal and binding. There would not be any amendments, revocation nor cancellation of the laws related to the Transactions.

The IFA has prepared this report on 12 February 2016 and hereby certified that we have studied, analyzed and prudently performed our duties as an Independent Financial Advisor, complying with the generally accepted professional standard and rendered our opinion based on the unbiased analysis with regards to the best benefit of the shareholders. However, it is important to note that the IFA’s opinions are based on the information and documents received from the Company and other publicly available information. The IFA assumes that such information is accurate and reliable at the time the IFA prepared this opinion report. However, if such information is found to be inaccurate and/or incomplete and/or unreliable and/or have any significant changes in the future, the opinion provided by the IFA may differ accordingly. As a result, the IFA is unable to be held responsible for any adverse impacts on the Company and its shareholders resulting from the transaction. In addition, the objective of this report is merely to provide an opinion on the transaction to the Company’s shareholders only. Notwithstanding, the decision to vote is the sole discretion of the shareholders, which shall include the consideration of advantages, disadvantages, and risk associated with the transaction as well as consideration of the attached documents submitted to the shareholders along with the invitation letter so as to make the most appropriate decision. In this regard, the opinion of the IFA does not certify the success of the Proposed Transaction as well as the possible impacts to the Company and/or to the Company’s shareholders. The IFA does not hold any responsibilities for the impacts that might arise from such transactions both directly and indirectly.

The IFA has considered the reasonableness of the transactions in detail described below:

Executive Summary

On 12 February 2016, the Board of Directors’ Meeting of the Company No. 1/2016 resolved to propose to a meeting of shareholders to consider and approve the Company and/or its subsidiary to enter into the transaction as follows:

(1) The acquisition of BIGC’s shares (from acquisition of BIGC’s shares from Geant at the amount of 264,797,600 shares and acquisition of BIGC’s shares from acquisition of Saowanee at the amount of 218,280,000 shares) at aggregate amount of 483,077,600 ordinary shares of BIGC or representing 58.55% of the total issued shares of BIGC at the purchase price of THB 252.88 per share (in case that Geant and Saowanee receives or shall receive dividend in 2015 from BIGC, the purchase price shall be deducted by such dividend), totaling of not exceeding THB 122,160,663,488, under the specific condition made with the seller that the consideration for the share acquisition will be paid in Euro currency at the exchange rate as at the date of the entering into the Share Sale Agreement. Apart from the payment of share price to Geant, the Share Sale Agreement also imposes the obligation of the purchaser to make a payment to the seller for the amount equal to the remaining “Net Cash” (calculated from the amount of current assets less the current liabilities) of Saowanee at the closing date (provided that the seller shall inform such amount 5 business days in advance). Under the Share Sale Agreement, this amount will be paid in Euro currency at the exchange rate as at the date upon the receipt of the notification of the remaining “Net Cash” by the seller (the exchange rate shall be reference to standard exchange rate as specified in the agreement, in this regards, pursuant to the latest information received from the seller, the remaining “Net Cash” of Saowanee is around THB 2,141.41 million, for which the actual amount to be paid may differ from such amount depending on the financial status of Saowanee on the closing date. The actual amount may be differed from the changing of Saowanee’s financial status at the closing date)

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

(2) After the completion of share acquisition on the date the payment for the purchase price is made to the seller (which is expecting to be occurred on or before 31 March 2016) the Company and/or it subsidiaries will acquire 483,077,600 shares in BIGC equivalent to 58.55 of the total shares, exceeding the triggering point of making a tender offer for all of the securities of BIGC, therefore, the Company and/or it subsidiaries will further make a tender offer for all of remaining shares from BIGC’s shareholders pursuant to the rules and conditions under Notification of the Capital Market Supervisory Board No. TorChor. 12/2554, Re: Rules, Condition and Procedures for the Acquisition of Securities for Business Takeovers.The remaining 341,922,400 BIGC ordinary shares (representing 41.44% of BIGC’s total issued shares) shall be subject to the tender offer at the price no greater than the sale and purchase price of BIGC shares under no.(1) (in case that Geant and Saowanee receives or shall receive dividend in 2015 from BIGC, the purchase price shall be deducted by such dividend). In light of the foregoing, the making of the tender offer of BIGC shares by the Company and/or it subsidiaries will occur only upon all of the following conditions have been satisfied: o the Extraordinary General Meeting of Shareholders No. 1/2016 of the Company resolves to approve the Company and/or it subsidiaries to acquire BIGC shares pursuant to the foregoing details; o the Company and/or it subsidiaries acquire 483,077,600 BIGC shares after the payment of purchase price is made to the seller on the closing date of sale and purchase of BIGC shares.

(3) The acquisition of 2,700,000 ordinary shares of C- Distribution Asia, representing 60% of the total shares of C-Distribution Asia, from Cdiscount International BV (a company in Geant’s group) at the total price of 21.5 million Euro or approximately THB 856.00 million. In addition, the condition set forth in the agreement also imposes the obligation of the purchaser to make a repayment of debts of C-Distribution Asia owed to the inter-companies in the group of seller as at the closing date (pursuant to the latest information, as of February 19, 2016, received from the seller, the aggregate amount of such debts is 6,251,491.24 Euro, approximately THB 249 million, the actual amount at the closing date may be slightly differed)

As the business of C-Distribution Asia is deemed as a supporting business of BIGC, therefore, in the event that the shareholders’ meeting resolves not to approve the acquisition of BIGC shares, the Company will not propose the Agenda to approve the acquisition of C-Distribution Asia’s shares to the shareholders’ meeting for consideration

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

Structure before the transaction Structure after the transaction

Geant Purchase price not exceeding THB 122,160.66 million and the net cash of Saowanee (approx. 2,141 million**) 49.00%* Other Other BJC and/or its subsidiaries Geant shareholders Saowanee shareholders company in 100.00% 1.1) Acquire BIGC 32.09% 41.45% 26.46% 32.09% Casino’s group 1.2) Acquire Saowanee 100% Saowanee Purchase price approximately THB 856 million and 1. BIGC liabilities of C-Distribution Asia Euro 6.25 million or Cdiscount International BV 0-41.45%* 32.09-73.54%* 26.46% approx THB 249 million **

40.00% Cdiscount International 60.00% BIGC 2. BV 40.00% 60.00% C Distribution Asia 2.1) Acquire C Distribution Asia’s shares 2.2) Acquire C Distribution Asia’s liabilities 30.00% C Distribution Asia 70.00% payable to the Seller group

C Distribution (Thailand) Online Business 30.00% 70.00% Company Limited in Vietnam C Distribution (Thailand) Company Limited

* Geant International BV shall procure the total remaining of Remark: *Shareholding portion after the transaction is subjected to the amount of share the BIGC’s shareholders that accept the tender offer which the Company and/or its subsidiary has to Saowanee’s shares to be disposed to BJC comply after the Company acquired 58.55% of BIGC’s share **The actual amount of liabilities as at the closing date may slightly be differed

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

The investment in BIGC’s shares and the related business is in the purpose of the Company to have a way to enter into the modern retail business in Thailand. After the transaction, the Company will be the second leader in retail business with the market share of the hypermarket at 43% inferior to Tesco Lotus, and consequently the Group has increased competency in the retail business from its own distribution channel through various type of modern retail store of BIGC with over 700 stores located across the country including online store which extends opportunity to widely penetrate and sale the products of the Group. Moreover, after the transaction, the Group will be bigger in size and the type of business will be expanded. These will be the supporting factors for the Group to have good foundation in AEC.

In this regards, in case that the resolution of the shareholder meetings approve the Company and/or its subsidiary to enter into the transaction, the Company expects the transaction to purchase shares from Geant will be completed within March 31, 2016. After the acquisition of BIGC is completed, this shall make the Company and/or its subsidiary of the Company acquire more than 50% of total BIGC’s shares, therefore the Company and/or its subsidiary has duty to further make tender offer for the remaining BIGC’s shares in accordance with the rules and Notification of Capital Market Supervisory Board and other related regulations. The source of funds for the acquisition of BIGC’s shares including the tender offer and acquisition of C- Distribution Asia’s shares will be the short-term loan (with the term not exceeding 12 months) from the financial institutions with the maximum loan amount not exceeding THB 220,000 million. In addition, the Board of Director of the Company may consider the capital increase in appropriate amount and portion sufficient to repay such loan. In this case, the Company shall further present the capital increase to the shareholders for approval again.

The acquisition transactions of shares in BIGC (from acquisition of BIGC’s shares from Geant at the amount of 264,797,600 shares and acquisition of BIGC’s 218,280,000 shares from acquisition of all of Saowanee’s shares including the making of tender offer for the remaining BIGC’s 341,922,400 shares) and C-Distribution Asia constitute the purchase or acquisition of the business of other companies under Section 107(2)(b) of the Public Limited Companies Act B.E. 2535 (1992), as well as an asset acquisition transaction under the Notifications on Asset Acquisition and Disposal, with the maximum transaction value calculated based on the criteria specified in the Notifications on Asset Acquisition and Disposal of 474.652. The transaction is classified under Type 4 Asset Acquisition Transaction for which the Company is required to comply with the Notifications on Asset Acquisition and Disposal. Notwithstanding the foregoing, the entering into the transaction above does not constitute a back door listing because the business of BIGC is similar to or complements the business of the Company. Furthermore, the Company does not have a policy to make any material change to its core business. In addition, after the acquisition of BIGC’s shares, the Company Group will still be qualified to be listed on the Stock Exchange of Thailand (“the SET”), as BIGC is a listed company on the SET and this entering into the transactions will have no material change on the Board of Directors and the controlling power of the Company or the controlling shareholders of the Company whatsoever. Consequently, the Company has been granted a waiver for re-applying its securities for listing on the SET in accordance with the Notifications on Asset Acquisition and Disposal.

From the IFA’s analysis regarding the appropriateness of the transaction including the fairness of the price and conditions of acquiring BIGC’s shares and C-Distribution Asia’s shares with limitation of access to internal information of both companies. The IFA has opinion on the transaction as follows:

2 The transaction size calculated based on the latest financial statement of the Company (the reviewed consolidated financial statements for the nine-month period ending 30 September 2015) and BIGC (the audited consolidated financial statements for the 12-month period ending 31 December 2015) as at the date on which the Board of Directors of the Company resolved to approve entering into the transaction and propose for further approval by the meeting of shareholders at Board of Directors’ Meeting No. 1/2016 held on 12 February 2016.

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

Acquisition of BIGC’s shares The IFA has an opinion that the transaction is appropriate because: 1. Investment in potential company operating modern retail business in Thailand, which will be a short-cut for the Company to enter into such business rather start its own retail business. Currently, BIGC operates modern retail business with the second in market share of hypermarket together with BIGC has readiness to operate such business i.e. various type of stores with over 700 branches located across the country, personnel with experience and expertise in modern retail business, member management system, and efficient logistic and distribution system. In addition, BIGC had done many things to continuously improve its competency in retail business i.e. expanding stores to new potential location, improve member database to use such information in strategic marketing plan and sale promotion.

In addition, since BIGC has good performance with consistent dividend payment, as in 2013 – 2015, BIGC had net profit of THB 6,989.41 million, THB 7,249.60 million, and THB 6,901.89 million, respectively, and dividend payment at THB 2.55 per share, THB 2.62 per share, and THB 2.62 per share, the Company may has decent return from the investment.

2. Investment in BIGC will generate synergies to the business of the Group i.e. widely increase distribution channel for customer goods of the Group through BIGC’s stores located across the country, increase revenue and profitability from sale of the Group’s goods and services to BIGC’s members through cooperation on the sale promotion activities or private labeling under BIGC’s brand, applying expertise and experience of BIGC’s modern retail business to the Group’s current retail store, and including opportunity to integrate logistic activities and share distribution center between the Company and BIGC.

3. Expanding investment of the Group to the modern retail business is to diversify the business of the Group, which is a way to mitigate risk or impact from unexpected performance of any main business of the Group. In addition, this investment aids the Group to achieve its goal “to be a leader in manufacturing and distribution of consumer products for everyday use to the customer across the ASEAN” in the future, since after the transaction, the Group will has its own modern retail distribution channel, including addition 4 distribution centers in the country, and consequently the Group will possess full supply chain infrastructure to be used as a foundation to connect to ASEAN’s market in the future.

4. With the synergies between BIGC and the Group in various ways as aforementioned to maximizing resource and economic benefit to the Group, entering into the transaction is considered an opportunity to gain profit and reduce operating cost, which consequently increase business potential and competency amidst the ASEAN era.

5. Acquisition value of the 825,000,000 shares of BIGC from acquisition of BIGC’s shares from Geant, from acquisition of BIGC’s shares from acquisitions of all shares in Saowanee, and making a tender offer for the remaining BIGC’s shares at THB 252.88 per share (in case that acquiring the shares from both sellers and/or the tender offer to be made after the record date for 2015’s dividend right, the purchase price of BIGC’s shares shall be deduct from THB 252.88 per share by the amount equivalent to the dividend per share) at not exceeding THB 208,626.00 million is in the range of appropriate price valued by the IFA using DCF method which equals to THB 246.33 to 301.89 per share (detail on the fair price valuation by the IFA is appeared in Part 1 No. 1.3.1 of this report)

6. Conditions on acquisition of BIGC’s shares (detail appears in summary of key conditions of the Share Sell Agreement in Part 1 No. 1.1.2 (a) of this report) are fair and appropriate i.e. handing over the securities after the payment is completed and claim rights at maximum 100% of the purchase price in case that the Seller’s warranties are breached. In addition, there are other conditions that help to preserve the interests of the Company and also help the Company to be able to run the business smoothly after the transaction i.e. the Seller shall conduct BIGC’s business as same as before the signing date of the agreement, the Seller shall co-operate with the employment of the management and employee of BIGC during the transition, and the Seller shall not conduct the competing business in Thailand for 10 years.

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

Therefore, the shareholders should approve the transaction. However, the transaction also has disadvantages and risks which the shareholders should consider before casting the vote as follows:

1. After the transaction, the operating performance of the Company may deteriorate from various factors such as: . Increase in interest expenses from the loan used as the source of funds for the transaction. Since the Company plans to use short-term bridging loan with the period not more than 12 months as the source of funds for the transaction, which required funds of THB 122,161 million for share purchase from the Seller, and other not exceeding THB 86,465 million for the tender offer of the remaining BIGC’s shares at THB 252.88 per share together with the net cash of Saowanee at the amount of THB 2,141.41 million, which the Buyer shall pay to the Seller. For the acquisition of 100% shares in BIGC, the company required the funds of THB 208,626 million, which consequently increase interest bearing debt combining with the existing debt, after the transaction, the Company’s interest bearing debt shall be approximately THB 237,955 million and the interest bearing debt to equity ratio shall be 11.46 time (estimation based on the audited financial statement ended December 31, 2015, not including the future operating performance). In short- term period, the Company will arrange the short-term loan from financial institutions. In addition, the higher interest expenses may affect the dividend payment of the Company in short-term, however the increase in interest expenses (if consider the past performance of BIGC) could be partly covered by the net profit of BIGC. Therefore, with appropriate financial structure and if the Company could find loan with lower interest, this shall make the net profit of the Company not affected by the additional interest expense. . Impact from the recorded goodwill in case that the total investment to acquire BIGC’s shares is higher than the fair value of assets and liabilities of BIGC as at the completion date. Assuming the Company acquire 100.00% of BIGC’s shares which the total acquisition value will be not exceeding THB 208,626.00 million, and while as at December 31, 2015, BIGC had total assets of THB 94,574.17 million and total liabilities of 47,900.42 million, this will make the goodwill preliminary be THB 161,966 million. In addition, if the performance of BIGC after the transaction is deteriorate from the expectation, this may lead to impairment of the goodwill and affect the consolidated financial statements of the Company in the future. However, the Company shall conduct the fair value valuation of BIGC’s tangible and intangible assets and liabilities as at the completion date after the transaction. The goodwill may differ from the aforementioned number. If after the transaction and fair value valuation, the Company has to record high amount of goodwill, this will affect the calculation of the acquisition and disposal and/or related party transaction size of the Company in the future (if any)

2. Capital increase of the Company, to use the cash from the capital increase together with the long-term debt from the financial institution which the Company could arrange in the future to repay the short- term loan borrowed as the source of funds for the transaction, may lead to control dilution of the existing shareholders who do not exercise his/her right for the capital increase (in case of capital increase through rights offering) and of all existing shareholders (in case of capital increase through private placement to other shareholder who is not existing shareholders). However, the Company’s capital increase is further subjected to the approval of the shareholders meeting. In the event that the shareholders do not approve of the capital increase or shareholders approve the capital increase but the Company could not process the capital increase, it results in, the ratio of interest bearing debt to equity exceeds the financial covenant of the Company at 1.75 to 2.00 times and this may lead to an event of default if the Company could not negotiate with financial institution in order to extend the term of loan or adjust the loan covenant.

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

Sell Agreement, the Seller who related to the Casino Group who is the leader in international retail business has agreed not to carry on or be engaged in any competing business in Thailand for 10 years from the closing date. . In case the operating performance of BIGC is deteriorate from the reduction of stores in hypermarket and supermarket format located on the long-term leased land which the lease agreement could not be extended at the end of the lease period, this shall affect the total sales of BIGC and BIGC also has to invest for additional store to compensate the ceased one In case that the overall performance of BIGC deteriorate from the aforementioned factors, this may lead to decrease in BIGC’s dividend payment in the future, and return from investment in BIGC of the Company shall be less than expected.

4. After the transaction, BIGC, as a listed company in the SET, shall be a subsidiary of the Company. Therefore, the Company and BIGC has to comply with all relevant SEC and SET regulations, for instance, if BIGC, as a subsidiary of the Company, has an acquisition transaction of which the amount is larger SEC and SET criteria (considered from transaction size of the Company and BIGC’s consolidated financial statements), BIGC would need an approval from the Company’s and BIGC’s board of director and also from both shareholders before executing the transaction. This procedure might undermine the flexibility of any future transactions within BIGC and the Company.

In addition, the Company has other risk such as foreign exchange risk of Euro currency which the Company has to pay to the Seller for the acquisition of BIGC’s shares (plus the net cash in Saowanee) and risk from investment in new business which the Company has limited experience.

In this regards, the shareholders can consider additional advantages, disadvantages, and risk of entering into the transaction of acquisition of BIGC’s shares in Part 1 No. 1.2.2 of this report.

Acquisition of C-Distribution Asia’s shares The IFA has opinion that the transaction has advantages as follows: 1. Expanding into the e-commerce business which has continuous growing trend in the future towards the changing of consumer’s behavior with increasing trend to use online trading. The e-commerce value (including e-Auction) in Thailand in 2014 and 2015 were of THB 2.03 trillion and THB 2.11 trillion respectively. Moreover, C-Distribution Asia and CDT, subsidiary which operates www.cdiscount.co.th to provide online shopping service in Thailand, are the companies with potential and readiness to operate the business with its own website management system, over 160,000 subscribers, and including managements and personnel with experience in e-commerce business. Also, Cdiscount is one of the biggest e-commerce website in the world, therefore the business of online shopping of www.cdiscount.co.th, which will be acquired after acquiring C-Distribution Asia’s shares, may support the modern retail business and also “BigC Shopping Online” of BIGC, which shall be acquired accordingly, together with the BJC’s e-commerce business which currently in early stage. 2. Strengthen online shopping business to BIGC and has coverage in every channel (omni-channel) 3. Opportunity to adjust shareholding structure using BIGC to hold 100% shares in C-Distribution Asia in the future which may enable BIGC to fully manage and support the e-commerce business of BIGC and the Group. 4. Acquisition value of C-Distribution Asia’s share is Euro 21.5 million or approximately THB 856.00 million is in range of appropriate price valued by the IFA using market comparable approach by EV/Sales method which in range of THB 576.3 to 1,083.3 million (detail on fair price valuation by the IFA appears in Part 2 No. 2.3.1 of this report) 5. Conditions on acquisition of C-Distribution Asia’s shares (detail appears on the summary of the Share Sell Agreement on Part 2 No. 2.1.2 of this report) are fair and appropriate i.e. handing over the securities after the payment is completed and claim rights at maximum 100% of the purchase price.

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

Therefore, the shareholders should approve the transaction, however the transaction has disadvantages and risks as follows: 1. After the transaction, the operating result of the Company may deteriorate from various factors such as: . The Company may realize net operating loss of C-Distribution Asia and CDT in financial statements before the business has better profitability as expected in the future. Therefore the Company’s overall operating result may deteriorate from consolidation of the financial statements. In 2015, CDT had net loss of THB 304 THB. . Impact from recorded goodwill in case that the purchase price of C-Distribution Asia at Euro 21.5 million or approximately THB 856.00 million is higher than the fair value of assets and liabilities of C-Distribution Asia as at the completion date. The Company shall conduct the fair value valuation of BIGC’s tangible and intangible assets and liabilities as at the completion date after the transaction. In this regards, as of December 31, 2015, C-Distribution Asia had total assets of THB 564 million and total liabilities of THB 388 million, while CDT had total assets of 478 million and total liabilities of 891 million. In case that, after the transaction, the Group could not improve the performance of the business as expected, the Company might have to impair such goodwill and consequently affect the consolidated financial statements of the Company in the future.

2 After the transaction, the Company will not own Cdiscount tradename to using for website www.cdiscount.co.th currently operated by CDT, subsidiary of C-Distribution Asia. The further change of tradename of www.cdiscount.co.th may affect the market sentiment especially to the customer with brand loyalty to Cdiscount. However, the Company has marketing plan to mitigate such effect. In addition, CDT can still use the tradename Cdiscount for further 6 months without any expenses, and can still use any supporting systems until December 31, 2017. In this case, the Company has considered such timeline is sufficient to change the tradename and prepare for further supporting system.

3 The transaction has total size of Euro 21.5 million or approximately THB 856.00 million and including liabilities of C-Distribution Asia payable to the Seller of approximately Euro 6.25 million or THB 249 million, which the Buyer has to pay to the Seller in addition to the payment of C-Distribution Asia’s shares, using the source of fund from the short-term bridging loan with the period of not more than 12 months. Therefore, the Company has additional financial liabilities and interest expense from financial institution. After the transaction of acquisition of BIGC’s and C-Distribution Asia’s shares, the Company will have interest bearing debt at the amount of THB 239,060 million and interest bearing debt to equity ratio of 11.51 time (estimated from the financial statements of 2015 ended December 31, 2015, not including future operating result) in short-term period which will be arranged from the financial institutions.

4 Investment in new business which the Group has limited experience. Currently the Group has just started an e-commerce retail business for only 1 year, such that the Company has to take some time to explore the business of C-Distribution Asia and CDT and including relying on the experience from existing personnel of C-Distribution Asia and CDT during early stage of managing such business.

5 Entering into the transaction has risk that may negatively affect the Company such as foreign exchange rate risk from payment of C-Distribution Asia’s shares and liabilities of C-Distribution Asia payable to the Seller to in Euro currency and repayment of the loan since the Company plans arrange the loan as the source of funds for the transaction in Euro. And, risk of unexpected performance of C-Distribution Asia from various factors i.e. economic slowdown, consumer’s purchasing power, potential increase of competition in e-commerce business. These may lead to impairment of the investment in case the return from investment in C-Distribution Asia is not as expected.

In this regards, the shareholders can consider additional advantages, disadvantages, and risk of entering into the transaction of acquisition of C-Distribution Asia’s shares in Part 2 No. 2.2.2 of this report.

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

Part 1 : The acquisition of the ordinary shares of BigC Supercenter Public Company Limited

1.1 Characteristics and details of the transaction

During the past January, 2016, Casino Guichard - Perrachon SA (“Casino Group”) called for bidding for the acquisition of all the shares in BIGC held by Geant International BV (264,797,600 BIGC shares or representing 32.09% of BIGC’s total issued shares) and Saowanee (218,280,000 BIGC shares or representing 26.46 of BIGC’s total issued shares). As BIGC is a business which shows a good potential with well-performing operational results and a continual dividend payment, in addition BIGC is a leader in the retail business of consumer goods and products in Thailand, and the acquisition of BIGC’s shares is a strategic action that is significant for the Company as it will support and enhance the expansion of the retail business of the Company, resulting in the Company being able to rapidly gain access to the major retail market in Thailand, and it will also reinforce other businesses of the Company. Consequently, the Management is interested in making an offer for bidding for BIGC’s shares, taking into account and studying the information regarding the business and share price of BIGC in support of the consideration. However, since the Company has the status of a listed company on the Stock Exchange and this acquisition of BIGC’s shares constitutes a transaction which requires the approval from its shareholders pursuant to the relevant regulations and laws, the Company, therefore, is unable to participate in the bidding to acquire such shares on behalf of itself as a result of the condition for participating in the bidding by which the seller does not allow any disclosure of information, as well as the fact that the share sale agreement to be executed with the person who bids at the highest price must not contain any conditions that may cause uncertainty in the trading of shares under the agreement. Furthermore, there are also limitations on the period of time, as the seller wishes to close the bidding and enter into the share sale agreement on an urgent basis.

In this regard, in order to protect the Company’s business opportunity, the Management has requested TCC, a major shareholder of the Company (as of 1 September 2015, TCC hold 73.83% of the total shares in the Company), to act as its agent in the acquisition of BIGC’s shares, at the price and on the conditions which the Management proposed to TCC for its consideration without disclosing the Company’s identity until the bidding is final and it appears that TCC has bid at the highest price. In this regard, the Management’s act of bidding for the acquisition of BIGC’s shares has been carried out as a result of the Management obtaining approval from TCC, and that TCC, as a major shareholder holding 73.83% of the total shares in the Company will vote in favour of the acquisition of BIGC’s shares if and when the bidding is accomplished.

In addition, the bidding offer and the negotiation of the conditions of BIGC’s share acquisition with the Casino Group commenced in Singapore at the beginning of February, and the decision with regard to the price and business conditions in the negotiation have been made by the Management of the Company through its representative who had been engaged in the negotiations with the seller. Therefore, all actions have been carried out by TCC in its capacity as an agent of the Company, and the Company, as the principal, is legally entitled to enter into the Share Sale Agreement, dated 5 February 2016, entered by and between TCC (on behalf of the Company) and Geant International BV. In this regards, the legal advisor’s opinion regarding the agent and principle of the Company and TCC to acquire BIGC and C-Distribution Asia from the Seller appears on Part 1 Section 1.1.2 (b) of this report.

As at February 12, 2016, the Board of Directors’ Meeting of the Company No. 1/2016 had resolution to propose the Extraordinary General Meeting No. 1/2016, which will be held in March 21, 2016, to consider and approve for the following agendas: (1) The Company and/or subsidiary of the Company to acquire 483,077,600 shares of BIGC (accounting for 58.55% of total issued shares of BIGC) by (1) To acquire 264,797,600 shares from Geant as a direct BIGC’s shareholder at the purchase price of BIGC shares is THB 252.88 accounting for total purchase price of THB 66,962,017,088 and (2) To acquire the total ordinary shares of Saowanee3 (202,000 shares)

3 Saowanee was founded on June 5, 1998, with current registered capital of THB 20.20 million and its only business is holding public limited company shares – BIGC. Directors of Saowanee are consists of Mr. Robert James Cissell*,

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

for the acquisition of BIGC’s 218,280,000 shares at the amount of THB 55,198,646,400 plus the net cash in Saowanee4 (in case that Geant and Saowanee receives or shall receive dividend in 2015 from BIGC, the purchase price shall be deducted by such dividend), under the condition made with the seller that the consideration for the share acquisition will be paid in Euro currency at the exchange rate as at 5 February 2016, the execution date of the Share Sale Agreement.

In this regards, financial statements of Saowanee ended December 31, 2013 – 2014 can be summarized as shown below.

Financial Status (unit: THB million) 2013 2014 Current assets Cash and cash equivalent 526.93 1,546.51 Short-term investment 609.49 - Other current assets 6.31 22.95 Total current assets 1,142.74 1,569.46 Non-current assets Investment in associates* 2,182.80 2,182.80 Investment in subsidiaries** 0.51 0.51 Total non-current assets 2,183.31 2,183.31 Total assets 3,326.04 3,752.77 Current liabilities Accrued management fee 156.34 - Other current liabilities 5.59 23.61 Total current liabilities 161.93 23.61 Total liabilities 161.93 23.61 Shareholders’ equity Issued and paid-up capital 9.80 9.80 Issued and paid-up preferred capital 10.40 10.40 Shares premium 29.50 29.50 Retained earning 3,114.41 3,679.46 Total shareholders’ equity 3,164.11 3,729.16 Total liabilities and shareholders’ equity 3,326.04 3,752.77 Remark * Investment in BIGC **Investment in a limited company which, according to the information from www.bol.co.th, such company is already liquidated as at August 31, 2015

Profit and loss statements (Unit: THB million) 2013 2014 Revenues Income from dividend 482.40 556.61 Other income 25.63 31.26 Total revenues 508.03 587.87 Total expenses 18.69 12.00

Mr. Suksanhun Chotiksatien, and Mrs. Christelle Genevieve Christiane Youx Dufour. Shareholders of Saowanee as at April 30, 2015, are consists of (1) Geant International BV holding 49.0% of total shares (2) Ms. Budsaba Tangsuwan holding 25.0% of total shares (3) Mr. Suksanhun Chotiksatien holding 25.0% and other 6 shareholders holding aggregately 1.00% of total shares. (source: www.bol.co.th and Saowanee’s financial statements) Remark *Mr. Robert James Cissell is currently the president and chief executive officer of BIGC 4 Apart from the payment of share price to Geant, the Share Sale Agreement also imposes the obligation of the purchaser to make a payment to the seller for the amount equal to the remaining “Net Cash” (calculated from the amount of current assets less the current liabilities) of Saowanee at the closing date (provided that the seller shall inform such amount 5 business days in advance). Under the Share Sale Agreement, this amount will be paid in Euro currency at the exchange rate as at the date upon the receipt of the notification of the remaining “Net Cash” by the seller (pursuant to the latest information received from the seller, the remaining “Net Cash” of Saowanee is around THB 2,141.41 million, for which the actual amount to be paid may differ from such amount depending on the financial status of Saowanee on the closing date. The actual amount may be differed from changing of Saowanee’s financial status as at the closing date)

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

Profit and loss statements (Unit: THB million) 2013 2014 Net profit before taxes 489.33 575.87 Taxes 1.39 9.37 Net profit 487.94 566.50

(2) The making of a tender offer for all BIGC’s securities in compliance with the duties after becoming shareholder of BIGC which exceeds the trigger point for making a mandatory offer after the completion of share acquisition on the date the payment for the purchase price is made to the seller (which is expecting to be occurred on or before 31 March 2016) the Company and/or it subsidiaries will acquire 483,077,600 shares in BIGC equivalent to 58.55% of the total shares, exceeding the triggering point of making a tender offer for all of the securities of BIGC. The remaining 341,922,400 BIGC’s shares (accounting for 41.50% of total issued shares) shall be subjected to the tender offer at the price not greater than the aforementioned purchase price of the Company. The mandatory tender offer will be made after the Company acquires 483,077,600 shares (representing 41.45% of BIGC’s total issued shares) subject to the tender offer at the price no greater than the sale and purchase price of BIGC shares under no. (1) above (may be reduced by an amount of BIGC’s dividend received by the Seller pursuant to the resolution of 2016 Annual General Meeting of Shareholders of BIGC). In light of the foregoing, the making of the tender offer of BIGC shares by the Company and/or it subsidiaries will occur only upon all of the following conditions have been satisfied: o the Extraordinary General Meeting of Shareholders No. 1/2016 resolves to approve the Company and/or it subsidiaries to acquire BIGC shares pursuant to the foregoing details; o the Company and/or it subsidiaries acquire 483,077,600 BIGC shares after the payment of purchase price is made to the seller on the closing date of sale and purchase of BIGC shares.

In this regards, acquiring BIGC shares from Geant and from acquisition of Saowanee together with BIGC shares which shall be acquired in case of all remaining shareholders accept the tender offer, this transaction will make the Company and/or subsidiary of the Company acquire 825,000,000 BIGC’s shares, accounting for 100% of total BIGC share with the purchase price not exceeding THB 252.88 with the total transaction value not exceeding THB 208,626 million (not including the net cash in Saowanee which the Company has pay for further THB 2,414.41 million)

In case that the Extraordinary General Meeting of the Company’s shareholders No.1/2016 approves the Company and/or subsidiary of the Company to acquire BIGC’s ordinary shares from Geant and acquisition of all of Saowanee shares to acquire BIGC’s shares held by Saowanee together with the making of the tender offer for the remaining BIGC’s shares from the remaining shareholders. The Company expects the transaction of acquiring BIGC shares from Geant will be done within March 31, 2016, after that the Company shall further make the tender offer.

1.1.1 Type and size of the transaction

The acquisition of BIGC’s shares from Geant and from acquisition of all Saowanee’s shares including the remaining BIGC shares which shall be acquired in case of all remaining shareholders accept the tender offer. The Company and/or subsidiary of the Company shall acquire 100% of BIGC’s issued shares which constitutes the acquisition of the business of other companies under Section 107(2)(b) of the Public Limited Companies Act B.E. 2535 (1992) as well as an asset acquisition transaction under the definition of the Notification on Asset Acquisitions and Disposal with the highest transaction value calculated based on the criteria specified in the Notification on Asset Acquisition and Disposal of 472.15%. The calculation is based on the Company’s nine-months audited financial statements ended September 30, 2015 and the latest financial statement of the Company and the BIGC’s audited consolidated financial statements for the 12-month period ending 31 December 2015 (the latest financial statement of BIGC) as at the date on which the Board of Directors of the Company resolved to approve entering into the transaction and propose for further approval by the meeting of shareholders at Board of Directors’ Meeting No. 1/2016 held on 12 February 2016. And if including such transaction with the other acquisition transaction of the Company which will be proposed for approval from

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction this Extraordinary General Meeting No. 1/2016 that is the acquisition of C-Distribution Asia’s ordinary share with the highest transaction value of 2.50%, the total highest transaction value will be 474.65%.

Detail of the transaction size5 are as shown below:

Transaction size Calculation Acquisition of Formula Acquisition of BIGC’s basis C- Distribution Asia’s shares shares 1. Net Total value of the tangible assets of target x 100% = 19,0831 MTHB x 100% Cannot perform the tangible Total value of the tangible assets of the Company 12,6062 MTHB calculation since the IFA assets = 151.38% does not receive C- Distribution Asia’s financial statement year 2015 Total transaction size 151.38% 2. Net profit Net profit from operation of the target x 100% = 6,8983 MTHB x 100% = 46 MTHB x 60% Net profit from operation of the Company 2,6634 MTHB 2,6634 MTHB = 259.02% = 0.09% Total transaction size 259.11% 3. Total Total payment for the target company x 100% = 208,626 MTHB x 100% = 856 + 249 MTHB x 100% value of Total asset of the Company 44,1875 MTHB 44,1875 MTHB considerat = 472.15% = 2.50% ion Total transaction size 474.65%7 Remark: 1 Net tangible assets of BIGC as at December 31, 2015 2 Net tangible assets of the Company and its subsidiary as at September 30, 2015, in accordance with the 9-months consolidated financial statements of the Company ended September 30,2015 3 Net profit from of BIGC for the 12-months period ended December 31, 2015 4 Net profit from of the Company and its subsidiary for the 12-months period ended September 30, 2015 5 Total assets of the Company and its subsidiaries as at September 30, 2015 6 Net profit from operation of C–Distribution Asia for the 12-months period ended December 31, 2015 pursuant to note to financial statements of BIGC 7 The transaction size based on audited financial statements of BJC ended December 31,2015, the transaction size of acquisition of BIGC’s shares based on total value of consideration basis is 466.72% and acquisition of C-Distribution Asia’s shares based on total value of consideration basis is 2.47%. The sum of such two transactions based on total value of consideration basis shall be 469.19%.

The transaction size of acquisition of BIGC’s shares and C-Distribution Asia’s shares is exceeding 100% and classified under Type 4 Asset Acquisition Transaction for which the Company required to disclose information memorandum regarding the transactions to the SET and ask for the shareholders’ meeting to approve such transactions with the votes of not less than 3 out of 4 of the shareholders attending the meeting and eligible to vote, without counting the votes of the interested shareholders. From the shareholder list as at the latest book closing date (as at September 1, 2015), there is no interested shareholder in this case.

Notwithstanding the foregoing, the entering into the transaction above does not constitute a back door listing because the business of BIGC is similar to or complements the business of the Company. Furthermore, the Company does not have a policy to make any material change to its core business. In addition, after the acquisition of BIGC’s shares, the Company Group will still be qualified to be listed on the Stock Exchange, as BIGC is a listed company on the Stock Exchange and this entering into the transactions will have no material change on the Board of Directors and the controlling power of the Company or the controlling shareholders of the Company whatsoever. Consequently, the Company has been granted a waiver for re-applying its securities for listing on the Stock Exchange in accordance with the Notifications on Asset Acquisition and Disposal.

5 Calculated from the acquiring BIGC share with the maximum price which the Seller shall receive at THB 252.88 per share

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

In addition, the acquisition of the BIGC’s shares and C-Distribution Asia’s shares do not constitute connected transactions as Geant entered into the Share Sale Agreement dated 5 February 2016 with TCC, and TCC undertook the acts as assigned in its capacity as an agent of the Company to bid for the acquisition of BIGC’s shares under the pricing conditions and other conditions as determined by the Company, as the principal. After it appeared that TCC had bid at the highest price and entered into the Share Sale Agreement on behalf of itself, the Company, as the principal, and/or its subsidiary is therefore entitled to acquire the shares directly from the seller in accordance with the applicable law and the provisions under the Share Sale Agreement. Consequently, the above transaction of the Company is not considered to be a transaction entered into with TCC that would constitute a connected transaction, and TCC is not considered an interested shareholder. In this regards, the legal advisor’s opinion regarding the agent and principle of the Company and TCC to acquire BIGC and C-Distribution Asia from the Seller appears on Part 1 Section 1.1.2 (b) of this report.

1.1.2 Contract parties, key conditions of the Share Sale Agreement, and information of the assets being acquired (summarized by Weerawong, Chinnavat & Peangpanor Ltd.)

(a) BIGC Share Sale Agreement Parties Parties : o Geant International BV (a company organized and existing under the laws of the Netherlands) (“Seller” or “Geant”) o TCC Corporation Limited (a company organized and existing under the laws of Thailand) (“TCC”) entered into the agreement as an agent of the Company Relationship : o There is no relationship between the Company, its subsidiaries and Seller. o TCC, as an agent of the Company to bid and to enter into the BIGC Share Sale Agreement, is the major shareholder of the Company (as at September 1, 2015, TCC held 73.83% of total issued shares of the Company) Key Conditions Date of Contract : 5 February 2016 Shares to be : (1) 264,797,600 ordinary issued shares of BIGC representing 32.10% of purchased the issued share capital and voting rights of BIGC held by the Seller (2) 100% of its authorized and issued share capital of Saowanee Holding Limited (“Saowanee”) (2.1) 98,000 Class A ordinary shares, par value THB 100 per share (2.2) 102,000 Class B preference shares, par value THB 100 per share (2.3) 2,000 Class C preference shares, par value THB 100 per share Remark - Saowanee holds 218,280,000 ordinary issued shares of BIGC representing 26.46% of the issued share capital and voting rights of BIGC. - Upon the completion of the said sale and purchase of shares, the Purchaser will hold 58.56% of the issued share capital and voting rights of BIGC. Purchase Price : o The contract parties agreed on the purchase price of BIGC’s shares at THB 252.88 per share which consists of: (1) Purchase price of 264,797,600 BIGC shares held by Geant with total purchase price of THB 66,962,017,088 (2) Purchase price of 218,280,000 BIGC shares held by Saowanee with total purchase price of THB 55,198,646,400 plus Net cash in Saowanee at the completion date which shall be notified by the Seller 5 business days before the closing date o Prior to the completion of the mandatory Tender Offer, if the Purchaser acquires any ordinary shares of BIGC at a cash price or for a value which exceeds THB 252.88 per Big C Share on a Baht-for-THB

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

basis, the Purchaser will pay to the Seller an additional cash amount in Euros (to facilitate the Seller) equal to the product of (i) the excess of such increased cash price per Big C share over the Big C Share Price, multiplied by (ii) 483,077,600 (Number of BIGC shares held by Geant and Saowanee). o The purchase price will be reduced by an amount corresponding to the dividends 2015 received or to be received by the Seller and Saowanee from BIGC. Payment : According to the BIGC Share Sale Agreement the Buyer agreed to pay the purchase price in Euro currencies using the exchange rate as at the signing date of this agreement (except for the Net cash in Saowanee which shall use the exchange rate on the date that the Seller notify the Net cash of Saowanee to the Buyer, such exchange rate shall be in accordance with international standard as specified in the agreement) Covenants : Seller o Conduct of Business: Procure that, between the date of this agreement and Closing, BIGC shall carry on its business as a going concern in and only in the ordinary course as carried on prior to the date of this agreement. o Cooperation in Relation to Employment: Give full cooperation to the Purchaser with respect to the matters regarding BIGC’s employees o Net Cash: Deliver to the Purchaser a statement setting out Saowanee’s Net Cash position 5 Business Days before Closing Purchaser o BIGC Trademark: Not carry on or be engaged in any activity in Vietnam using the BIGC Trademark or any other similar trademark or name for a period of 5 years as from the Closing. Security : o The Purchaser shall deliver a first demand guarantee in the a amount of USD 600 million to the Seller: (1) USD 370 million on the execution date of this agreement; (2) USD 140 million within February 15, 2016; and (3) USD 90 million within March 1, 2016. o The Seller shall return all the first demand guarantees to the Purchaser on the next Business Day after the Closing. Term : Long Stop Date = 31 March 2016 Seller’s Warranties : The Seller warrants to the Purchaser that on the date of this agreement and on the Closing Date: (1) Saowanee does not conduct any business other than holding shares in BIGC and ancillary activities; (2) Saowanee does not have any employees; and o Since January 1, 2015 Saowanee has not incurred any liability that remains outstanding other than in the ordinary course of its business consistent with past practice. Claims Limit (for : o Individual Claim: More than EUR 100,000 breach of any o Aggregate Basket: More than EUR 5,000,000 Seller’s Warranties) o Maximum: 100% of Purchase Price o Warranties other than the title and capacity warranties: 15% of Purchase Price. o Time Limits: 1 year following Closing Non-competition : The Seller shall not carry on any Competing Business in Thailand until the date falling 10 years after the Closing Date. (Competing Business means the modern grocery retail and related wholesale business to the exclusion of sourcing goods and wholesaling of merchandise under

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

Seller’s Group private labels, which including Casino Group) Assignment : The Purchaser may at any time before the Closing Date designate one or more TCC Entities as the purchaser of all or part of the Shares under this agreement (TCC Entities means any companies with not less than 50% ownership in interests which are directly or indirectly owned by member(s) of the Sirivadhanabhakdi family) Governing Law and : o Governing Law: The laws of Delaware Arbitration o Arbitration: 3 arbitrators pursuant to the rules of the International Chamber of Commerce. The seat of the arbitration shall be Geneva (Switzerland) and the language of arbitration shall be English.

(b) Opinion of legal advisor of BJC in relation to the BIGC’s shares acquisition

Based on the fact provided as follows:

(1) Geant International BV (the “Seller”) and TCC entered into a share sale agreement dated 5 February 2016 (the “Agreement”), whereby TCC agreed to act as the agent for BJC in making a bid for acquiring the shares of BIGC subject to the pricing terms and other conditions as determined by BJC, the principal. TCC won the bid and entered into the Agreement on its own behalf, BJC, as the principal, is entitled to acquire the shares of BIGC in accordance with the principle of the law. Furthermore, the Agreement also grants TCC the right to designate a company in its group to acquire the shares under the Agreement. (2) The Agreement provides that the governing law shall be the law of the State of Delaware. However, the competency and incompetency of a person shall be subject to the law governing the nationality of that person. Therefore, given that TCC is a juristic person of Thai nationality, its capacity to undertake acts as the agent of BJC shall be governed by Thai law, and consequently, the appointment of TCC as the agent to enter into the Agreement is valid under the law.

The Legal Advisor is of the opinion that BJC’s acquisition of the shares of BIGC does not constitute a connected transaction under the Notification of the Capital Market Supervisory Board and the Notification of the Board of Governors of the Stock Exchange of Thailand, because it is an exercise of the right as an undisclosed principal under the law to assume the benefit under the Agreement entered into by TCC, as the agent, on behalf of BJC. Therefore, it is considered that BJC has directly entered into the transaction with the Seller whereby no connected transaction has been entered into between BJC and TCC. Despite the fact that an appointment of an agent may constitute entering into a transaction, TCC, as the major shareholder, agreed to act as an agent, in negotiating and executing the Agreement with the Seller, on behalf of BJC, in the best interest of BJC and no bonus or payment is involved. Therefore, there is no issue of a transfer of benefit or conflict of interest. In addition, an appointment of an agent is within the scope of the authority of the management. Furthermore, in Board of Directors’ Meeting No. 1/2016 of BJC, convened on 12 February 2016, BJC was approved to assume the benefits under the Agreement. Therefore, it shall be deemed that BJC’s Board of Directors has approved of such matter.

Furthermore, TCC is not considered an interested shareholder (under the Notification of the Capital Market Supervisory Board and the Notification of the Board of Governors of the Stock Exchange of Thailand), and it is not considered that TCC has any special interest (under the Public Company Act), TCC is entitled to vote in the agenda on the acquisition of the shares of BIGC and C-Distribution Asia Pte. Ltd. at BJC’s Meeting of Shareholders. This is because TCC will not receive or lose any benefit,

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

directly or indirectly, that is different from other shareholders as a result of whether or not BJC will enter into the acquisition stated above. According to the principal-agent principle, BJC as the principal shall be responsible for payment of expenses, obligations, as well as any damages sustained or paid by the agent in acting for the principal within the scope of authority or business assigned to TCC as the agent. Therefore, it shall be deemed that such Agreement is entered on behalf of BJC. Should TCC, as the agent, sustain any damage or bear any expenses paid in acting as the agent or in compliance with the conditions of the Agreement, TCC shall be entitled to demand that BJC be responsible for such expenses.

Moreover, BJC’s proposed acquisition of the shares of BIGC, that results in BJC’s shareholding exceeding the trigger point whereby BJC is required to make a tender offer for all securities of BIGC, is a mandatory tender offer (“MTO”) in accordance with the rules and conditions prescribed in the Notification of the Capital Market Supervisory Board. The Agreement is considered an agreement to purchase and sell shares which provides that the shares of BIGC, as well as any rights of these shares (e.g. the right to a dividend payment) will be transferred to the purchaser after the payment of the purchase price has been made to the Seller, (which is expected to occur by 31 March 2016). After the execution of the Agreement, BJC still does not have the duty to make a tender for all of the securities of BIGC as the shares have not been transferred. The purchase and sale transaction will be completed in accordance with the Agreement after BJC has made the payment of the purchase price to the Seller and accepts the delivery of the shares, as well as the rights to the shares, in an amount that exceeds the trigger point whereby BJC is required to make a tender offer for all securities of BIGC after the shares are transferred to BJC according to the operation of the law as a result of its acquisition of the shares reaching the trigger point. Therefore, BJC’s tender offer is considered a mandatory tender offer, as opposed being a tender offer voluntarily made by BJC.

In addition, BJC’s notifying the Stock Exchange of Thailand (the “Stock Exchange”) of the resolutions of the Board of Directors on the acquisition of the ordinary shares and the making of a tender offer for all securities of BIGC is simply a disclosure of information in compliance with the regulations of the Stock Exchange and the Board of Governors of the Stock Exchange. Such disclosure of information is not considered an announcement to the general public for a voluntary tender offer by BJC. The purpose of disclosing the information of the tender offer for all of the securities of BIGC to the Stock Exchange is to notify the shareholders and the investors of BJC’s action after it becomes a shareholder of BIGC. It is not an expression of BJC’s intention to make a tender offer for all the securities of BIGC for a business takeover. BJC will make a tender offer only after it has accepted the transfer of the shares under the Agreement, since BJC’s becoming a shareholder in this case will require BJC to make a mandatory tender offer for all securities of BIGC after the acquisition, which will exceed the trigger point. Notwithstanding the foregoing, whether this transaction leads to a mandatory tender offer or a voluntary tender offer will not make any difference, because, in any case, it is BJC’s intention to acquire all of the shares of BIGC.

Value of the acquired assets, basis used to determine the value of consideration and sources of funds to finance the transaction

Value of consideration which the Company and/or its subsidiary have to pay for the acquisition of BIGC consists of: o Value of consideration for BIGC’s shares acquired from Geant and BIGC’s shares from acquisition of all shares in Saowanee with the total amount of 483,077,600 shares at THB 252.88 (in case that

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

Geant and Saowanee receives or shall receive dividend in 2015 from BIGC, the purchase price shall be deducted by such dividend) consists of: - Value of consideration for BIGC’s shares acquired from Geant at 264,797,600 shares with approximate value of THB 66,962,017,088 - Value of consideration for all shares of Saowanee (202,000 shares) to acquire BIGC’s 218,280,000 shares held by Saowanee with value of THB 55,198,646,400 plus the net cash in Saowanee (calculate from total current assets deduct total current liabilities) as at the closing date (the Seller shall notify such amount 5 business days before the closing date, however from the latest information received from the Seller, Saowanee has the net cash with the amount of THB 2,141.41 million. The actual amount may be differed from the changing of Saowanee’s financial status at the closing date). The payment of BIGC’s shares shall be denominated in Euro with the exchange rate as at February 5, 2016, the signing date of the Share Sell Agreement, while the payment of the net cash of Saowanee shall be denominated in Euro as at the notification date of the net cash by the Seller using exchange rate in accordance with international standard as specified in the agreement. In this regards, pursuant to condition in the Share Sell Agreement dated February 5, 2016, the closing date must me within March 31, 2016. o Value of consideration for the acquisition of remaining 341,922,400 BIGC shares through the making of the tender offer for all of the remaining shares (in case that all of BIGC shareholders accept the tender offer) at the total purchase price not exceeding THB 86,465,336,512 (with the offering price not exceeding THB 252.88, in case that Geant and Saowanee receives or shall receive dividend in 2015 from BIGC, the purchase price shall be deducted by such dividend). The Company and/or its subsidiary shall pay the offering price to the BIGC’s shareholders who accept the tender offer after the tender offer period and/or the date that shall be further disclosed in the tender offer documents by the Company and/or its subsidiary.

The basis used to determine the value of consideration of the shares of BIGC under the BIGC Share Sale Agreement is in accordance with the agreement between the parties. The basis used to determine the value of consideration of the shares of BIGC acquired from the tender offer process will be in accordance with the Notification of Capital Market Supervisory Board no. TorChor. 12/2554 re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers.

In this regards, source of funds for the Company and/or its subsidiary to finance the acquisition of BIGC’s shares and C – Distribution Asia’s shares are short-term loan (no longer than 12 months) of not exceeding THB 220,000 million from the financial institutions. The Board of Directors may consider the capital increase of the Company at the amount and in the proportion that is deemed to be appropriate and adequate for use as a source of funds for repaying the aforementioned debt facilities. Such matter must be further proposed to the meeting of the shareholders for its consideration and approval

Information of the assets General information of BIGC being acquired including the making of such tender offer are shown in Enclosure 2 of this report

1.2 Appropriateness of the transaction

1.2.1 Objective and benefit of the transaction

The acquisition of BIGC shares is consistent with the Company’s strategy in respect of the retail business sector of which the Company aims to be a leader in manufacturing and distributing consumer goods with full supply chain infrastructure. Together with the business potential and performance of BIGC with continuous growth, after the transaction the Company shall be 2nd ranked leader in modern retail industry with the market share of the hypermarket store of 43% after Tesco Lotus. The transaction shall enhance the retail

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction business competency of the Company group by having its own distribution channel through the various types of modern retail shop of BIGC which covered all Thailand’s regions. In addition, after this transaction, the extended business area with additional business type together with the synergies between current business of the Company and the retail business of BIGC which the Company expected to happens after the transaction, shall enhance the business competency of the Company resulting in opportunity to make profit and additional source of revenue of the Company group which shall be supporting factors for the Company group to has better performance in the future.

1.2.2 Compare advantages and disadvantages of entering into the transaction

. Advantages and disadvantages of entering into the transaction

Advantages of entering into the transaction

1) Investment in the company with business potential and opportunity to receive decent return from investment in the future Entering into the transaction shall make the Company acquires BIGC shares at 58.55% of the total shares of BIGC which is the company operating modern retail business with various distribution channels and store types such as, hypermarket store under the brand BigC extra and BigC Supercenter, supermarket store under the brand BigC Market, hybrid store which combine hypermarket with cash&carry under the brand BigC Jumbo, convenience store under the brand Mini BigC, and also drugstore under the brand Pure. BIGC has potential and/or supporting factors to conduct business as follows: . Expanding number of stores for accessibility of the customer through out the country. As at December 2015, BIGC has a total of 734 stores, increasing from 636 stores as at year end of 2014 from 559 stores as at the year end of 2013, which consists of: 125 hypermarkets and hybrid stores, 55 supermarkets, 391 convenience stores, and 163 pure drugstores. In addition, BIGC also has rental area inside hypermarket stores to increase variety of the shopping mall and alternative of the services i.e. movie cinema, restaurant, and home decoration store. Such variety shall fulfill customer’s needs and satisfactory, which in turn, increase number of customer in the stores. As at December 2015, BIGC has a total 174 rental shops or equivalent to approximately 778,000 sq.m., increasing from 154 rental shops or equivalent to approximately 778,000 sq.m. as at the year end of 2014 and from 143 rental shops or equivalent to approximately 744,000 sq.m. as at the year end of 2013. . Good operating performance and consistent dividend payment. Referring to the audited financial statements of BIGC. In 2013 – 2015, BIGC had total revenue of THB 130,970.69 million, THB 135,394.53 million, and THB 133,709.11 million, respectively, and net profit of THB 6,989.41 million, THB 7,249.60 million, and THB 6,901.89 million, respectively. In addition, in operating year of 2013 – 2015, BIGC paid dividend to the shareholders at THB 2.55 per share, THB 2.62 per share, and THB 2.62 per share (dividend from the operating year 2015 is still under approval process from the annual general meeting of the shareholders of BIGC), or accounted to dividend yield6 at 1.20%, 1.08%, and 1.30%, respectively. However, net profit of BIGC may cover the interest from the short term loan borrowed to be used for the transaction, and in case of operating performance of BIGC is higher than the additional interest from entering into the transaction of the Company, net profit of the Company may be increased. . System and information technology to manage customer database. Currently, BIGC has customer base for over 8 million members of BIG Card membership from the development of member’s privilege by analyzing the member’s behavior and needs to properly responses each group of customer. In addition, BIGC also promotes special discount for the members including collective purchase amounts to reimburse as cash coupon or discount coupon. These are considered effective marketing promotion to retain existing customer base. . State-of-the-art distribution infrastructure. For distribution of goods to BIGC’s stores located to most across the country, most of the goods are distributed though BIGC’s distribution center with

6 Source: www.set.or.th

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

the state-of-the-art system which can distribute precisely and fastly. Such that the distribution of goods are flow, and the related expense shall be reduced. In this regards, BIGC has 2 distribution centers in Wangnoi district, Phra Nakorn Sri Ayutthaya province and Bangna district, Bangkok, and another 2 distribution center which are: fresh food distribution center in Ladkrabang district, Bangkok, and Mini BigC distribution center in Thanyaburi district, Pathumthani province. In this regards, with the aforementioned potential and/ or support factoring to conduct business of BIG, entering into this transaction shall be an investment in the company with business potential with the opportunity to receive decent return in the future.

2) Potential synergies with the Company’s business Investment in BIGC will generate potential synergies to the existing business operations of the Company, for example; . Expanding distribution channels and distribution opportunities of the Company through BIGC’s stores: although the company currently distributes the products through retail or wholesale store and even BIGC’s store, nevertheless, the proposed transaction will allow the Company to has more opportunity in distribution of the goods and organize more marketing activities of the Group’s product with BIGC through business synergies within the Group. . Applying BIGC’s expertise in retail business to the Company’s retail stores : apart from being the manufacturer of consumer goods, the Company is currently operating retail business such as books store “Asia Books”, Japanese style beauty and wellness retail stores “Ogenki”; the Company also operates convenient stores in Vietnam “B’s mart” and Laos “M-point Mart”. After the transaction, the Company could co-operate with BIGC for to exchange expertise and experiences in order to increase the Group’s competency in retail business in the future. . Opportunity to increase the total production of consumer goods under private label : After the transaction, the Company, as the manufacturer of its own products and OEM, could have a chance to co-operate with BIGC to product consumer goods under BIGC’s brand. This synergy allows the Group to gain more revenue from manufacturing and sales of consumer goods in the future. . Opportunity for the company to integrate the logistic and supply chain management with BIGC: The transaction will lead to the efficiency of supply chain and will help reduce expenditures in the long-run.

3) Short-cut to the modern retail business Through the transaction, the Company will become the operator of the modern retail business with diversified store formats of more than 700 branches across the country, which has second largest of market share in the hypermarket after Tesco Lotus. Therefore, the acquisition of BIGC’s shares will be a shortcut for the Company to enter into modern retail business in Thailand, compared to settle down its own retail business which would require large amount of time, capital, expertise, and experienced personnel including readiness of management system and infrastructure such as logistic and distribution system to be able to compete with the existing players in the market.

4) Enhancing the Group’s competitiveness to be well positioned toward AEC The acquisition of BIGC will lead to various synergies within the Group. In addition, the Company’s plan to build business synergies and share resources amongst all its business units could result in lower operational costs while increasing revenue generating capability. Consequently, this is likely to increase the Group’s competency in the future, especially after the commencement of AEC. Moreover, the larger size of the Company, after the acquisition of BIGC, will make the Company more attractive and reputable for both domestic and foreign investors.

5) Diversification of the business The acquisition of BIGC will increase variety of business and sources of income of the Company, which consequently a way to mitigate risk or effect that might happen to the Group in case of unexpected performance from a business of the Group. In 2013 – 2015, the Group’s revenues from packaging good and services were accounted for 42.03%, 39.51%, and 41.25% of total revenues, respectively. Revenues from consumer goods and services were accounted for 34.93%, 36.52% and 35.94% of total revenues, respectively. Revenues from pharmaceutical & medical goods and services were accounted for 17.34%,

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

18.72, and 16.80% of total revenues, respectively. And revenues from other businesses were accounted for 6.43%, 6.86%, and 6.87% of total revenues, respectively.

6) Consistent with the Group’s existing goal Following the Group’s long-term goal to become a regional leader in the production and distribution of consumer products in ASEAN, the transaction will allow the Group to secure its own distribution channels including additional 4 distribution centers. This will assist in the development of integrated supply chain infrastructure to be a foundation for further expansion into other countries in ASEAN. The transaction therefore could help the Company to achieve its goal.

Disadvantages of entering into the transaction 1) Increase financial liabilities and interest expenses from financial institutions as the source of fund of the transaction According to the transaction, the Company will acquire 58.55% of BIGC’s ordinary shares at THB 252.88 per share for the total of THB 122,160.66 million together with the net cash of Saowanee at the amount of THB 2,141.41 million, which the Buyer shall pay to the Seller. The Company plans to use short-term bridging loan, taken out for a period of less than 12 months, as the source of fund for the transaction. However, though the transaction is agreed in THB, the payment will be in Euro as per the Seller’s requirement, using the exchange rate as at the signing date of the Share Sell Agreement. To mitigate exchange rate risk, the Company therefore will borrow the short-term loan in Euro. Currently, the Company has already contact and receives terms and conditions of the short-term loan from financial institutions to be used as source of funds of the transaction. The Company in progress of consideration and negotiation with the financial institutions in order to receive the best term and conditions for the Company. In this regards, the Company expects to complete terms and conditions with the financial institution and receive the loan sufficient to enter into the transaction in timely manner.

In addition, after the share purchase, the Company will acquire more than 50.00% of total BIGC’s shares, and shall subjected to tender offers for the remaining BIGC shares of 341,922,400 shares (41.45% of total BIGC ordinary shares) at the price of not exceeding its cost and as per the Notification of Capital Market Supervisory Board no. TorChor. 12/2554 re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers. The sources of funds for the process of tender offer is the short- term bridging loan, denominated in THB, taken out for a period of less than 12 months.

As of December 31, 2015, the Company had interest bearing debt of THB 14,975.21 million and interest bearing debt to equity of 0.72 times. After the transaction, the Company will have interest bearing debt and interest bearing debt to equity as follows:

Ratios (2015) 58.55% 100.00% Debt to equity ratio (D/E) as of 2015 4.89x 13.61x Interest bearing debt to equity ratio (IBD/E) as of 3.78x 11.46x 2015 Interest coverage ratio (Implied ICR) 2.45x 1.58x Additional Goodwill THB 94,838.88 million THB 161,965.86 million Interest expenses for new loan THB 4,350.57 million THB 7,376.86 million Net debt to EBITDA ratio (Net Debt/EBITDA) 11.18x 16.20x Note: Valuation as if BJC holds BIGC in 2015. Assuming that capitals are raised from financial institutions which will not exceed THB 210,767 million. This amount will depend on the tender offer and the interest rates of 3.5% per annum. The table presented above is only to preliminary show the effect of the transaction, the actual financial statements after the transaction might be different.

If taking into account the acquisition of C-Distribution Asia and liabilities of C-Distribution Asia payable to the Seller’s group at the closing date, as of 2015, the Company will have debt to equity ratio of 4.92 – 13.66 times and interest bearing debt to equity of 3.80 – 11.51 times, in case that the Company acquire 58.55% - 100.00% shares of BIGC.

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

2) Impact to shareholders from the capital increase to be used as source of funds to repay the bridging loan as the source of funds for the transaction The Company may have capital increase and use such cash combining with the long-term loans from financial institution to repay the bridging loan which will be used as the source of funds for the transaction. The Company will consider the appropriate financial structure which will be most beneficial to the Company and the shareholders. Since, the amount of shares that the Company will acquire during the tender offer process is uncertain, therefore, the financial structure of the Company will be mainly up to the consideration and decision of the management and final decision of the shareholders. Such that the management could not project the amount of funds and/or the number of shares required for the capital increase.

The capital increase may lead to control dilution of the existing shareholders who do not exercise his/her right for the capital increase (in case of capital increase through rights offering) and of all existing shareholders (in case of capital increase through private placement to other shareholder who is not existing shareholders). However, the Company’s capital increase is further subjected to the approval of the shareholders meeting. In the event that the shareholders do not approve of the capital increase or shareholders approve the capital increase but the Company could not process the capital increase, it results in, the ratio of interest bearing debt to equity exceeds the financial covenant of the Company at 1.75 to 2.00 times and this may lead to an event of default if the Company could not negotiate with financial institution in order to extend the term of loan or adjust the loan covenant.

3) Impacts to the Company’s ability to pay dividends Since the source of funds for the transaction is through short-term bridging loan, which will result in an increase in liabilities and interest expenses that might affect on the Company’s ability to pay dividends in the short-term if interest expenses of such loan is higher than BIGC’s net profit. However, a proper long-term capital structure would alleviate the interest expenses and will encourage the Company’s profits and ability to pay dividend. At the end of 2013-2015, the Company had finance costs of THB 575.18 million, THB 555.64 million, and THB 492.21 million, respectively. Detail on the liabilities that might incur after the transaction is appeared in Part 1 section 1.3.1 of this report.

4) Investment in new business with limited experience Since the Company has never been in the retail business such as BIGC before, with this limitation, it might take time for the Company to explore the business and also have to rely on the knowhow of existing personnel of BIGC during the early stage of management. However, since the Company is a leader in consumer goods in Thailand which include some type of retail store and also operate in international countries as a manufacturer, import export, distribution, and convenience store. Therefore, the Company may use its aforementioned expertise and experience to effectively adapt to the BIGC’s retail business.

5) Impact from the goodwill recorded in the Company’s financial statements According to the interview with the management of the Company, purchase price of BIGC shares is considered from BIGC’s ability to generate revenues and future cash flow. However, the Company might need to re-evaluate the recorded amount of goodwill if there is discrepancy between the purchase price and the fair value of BIGC’s net assets. Also, since goodwill represents future economic benefit that the purchasers expect to obtain from acquiring those assets, it is difficult to specifically identify.

In this regards, acquisition of BIGC’s shares has total value of not exceeding THB 208,626.00 million. While, as of December 31, 2015, BIGC had total assets of THB 94,571.17 million including goodwill incurred of THB 26,722.03 million since BIGC acquired Carrefour in 2011, and total liabilities of THB 47,900.42 million. For this case, if the calculation of goodwill is based on the transaction value of THB 208,626.00 million, goodwill will be preliminary accounted for THB 161,966 million.

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

In addition, after the transaction, if BIGC’s performances do not meet the expected projection, the Company would need to impair the goodwill. The impairment would impact on the Company’s overall financial statements. The Company would also need to evaluate fair value of assets and liabilities of BIGC including the tangibles and intangibles as at the closing date after the transaction is completed. If the fair value is evaluated to be too high, the Company would accordingly need to record large amount of goodwill which might affect the calculation of transaction size pertaining to any acquisition and/or connected transactions of the Company in the future (if any). Additionally, in case the Company enters into any acquisitions and/or connected transactions in the future, it will comply with all relevant regulations.

6) Less flexibility in operation as the Company and subsidiaries are all listed in SET After the transaction, BIGC, as a listed company in the SET, shall be a subsidiary of the Company. Therefore, the Company and BIGC has to comply with all relevant SEC and SET regulations, for instance, if BIGC, as a subsidiary of the Company, has an acquisition transaction of which the amount is larger SEC and SET criteria (considered from transaction size of the Company and BIGC’s consolidated financial statements), BIGC would need an approval from the Company’s and BIGC’s board of director and also from both shareholders before executing the transaction. This procedure might undermine the flexibility of any future transactions within BIGC and the Company.

Risk of entering into the transaction 1) Foreign exchange rate risk Since some of the source of funds for the transaction, that has to pay to the Seller in Euro, is short-term bridging loan from financial institution which is dominated in Euro. Moreover, the Share Sell Agreement specifies that the Buyer shall pay the net cash of Saowanee as at the closing date (which the Seller shall notify the Buyer 5 business days before the closing date), such payment shall be denominated in Euro as at the notify date of the net cash from the Seller. Hence, there is a risk of exchange rate fluctuations for the debt repayment and the payment of the net cash. In this regards, the Company views that the Company has time to repay Euro denominated short-term loan for not more than 12 months from long- term source of funds that the Company shall procure in the future. The Company could select the time to repay for the loan in appropriate exchange rate for the interest of the Company.

2) Risk from unexpected performance of BIGC The performance of BIGC may not meet the expected plan, which could be due to an unexpected economic slowdown, political situation, and/or potential increase in competition of the modern retail business in the country from new entrants. Such situations may affect the expected return from the investment in BIGC and the Company may have to impair such investment assets.

According to the condition as per the Share Sell Agreement, the Seller has agreed not to carry on or be engaged in any competing business, as referred to modern grocery retail and wholesale-related business but not include distribution and wholesale of the Seller’s brand, Casino Group, for 10 years from the closing date.

3) Risk from not able to extend lease contracts As at the end of 2015, BIGC has 180 hypermarket and supermarket stores or approximately 1,036,000 sq.m. and 174 retail stores for rent or approximately 778,000 sq.m. Regarding to the area, BIGC has freehold right of 30 – 40% of the total area, for the rest BIGC secure the land as long-term lease contract. Therefore, BIGC is exposed to the risk if the owner of land does not extend the lease contracts. In that case, number of BIGC’s hypermarket and supermarket stores will decline and will affect on BIGC’s revenues stream. BIGC might need more capital to invest in new land and constructions of new retails stores in order to compensate the stores that cannot be further open due to the expired contracts.

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

1.3 Fairness of the Offer Price and Conditions

1.3.1 Fairness of the Offer Price The transaction is an acquisition of ordinary shares in BIGC totaling of 483,077,600 shares (representing 58.55% of shares) with the following detail: 1) Acquire BIGC shares directly from Geant at the amount of 264,797,600 shares 2) Acquire BIGC shares at the amount of 218,280,000 shares from the acquisition of all shares (202,000 shares) of Saowanee who is a shareholder of BIGC For the evaluation of Saowanee, since Saowanee operates as a holding company and from financial statement for fiscal year ended 31 December 2014 and information from www.bol.co.th such that Saowanee holds only one operating company’s shares which is BIGC. Therefore, Saowanee’s value could be evaluated based on the shares of BIGC that Saowanee possesses (See Through Price) where Saowanee’s value will be equal to BIGC’s share price multiplied by 218,280,000 shares plus net cash in Saowanee.

Key assumption in preparing IFA’s opinion Our opinion is based on the following assumptions:  The IFA has no reason to doubt that all information and documents including but not limited to; financial statement, public data and financial projection and business plan, provided by the Company, including data obtained by Company’s management interview is materially inaccurate or incomplete in any respect that would have any adverse effect on the analysis of the information.  None of the events, other than assumptions explicitly made in this opinion, which has occurred, is about to occur or is expected to occur may have substantial impact on the Company’s or the target company’s financial results or financial status. In addition, we have assumed:  There is no other risk that might delay or increase the cost of the transaction.  The IFA’s report was prepared based on the economic situation and other factors as of the time of study only. However, the IFA is not able to estimate the accurate effect of changing in the aforementioned situation and factors and has no obligation to adjust and revise the up-to- date information in this report.  There is no other material adverse event including, but not limited to, economic condition, political situation or legal imposition that could have material adverse effect on the target company

Methodologies in Evaluating the Fairness of the Offer Price In performing an evaluation of the offer price fairness, the IFA has carried out the following valuation approaches: 1.3.1.1 Book Value Approach 1.3.1.2 Adjusted Book Value Approach 1.3.1.3 Historical Market Price Approach 1.3.1.4 Market Comparables Approach  EV to EBITDA Ratio Approach (EV/EBITDA Multiple)  EV to Sales Ratio Approach (EV/Sales Multiple)  Price to Earnings Ratio Approach (P/E Ratio Multiple)  Price to Book Value Ratio Approach (P/BV Ratio Multiple) 1.3.1.5 Discounted Cash Flow Approach 1.3.1.6 Precedent Transaction Comparables Approach 1.3.1.7 Research Analyst Consensus Note: For the calculation in this report, decimals in the table are rounded to 1 or 2 decimal places, depending on each case. The results may not equal to the calculation from the data in this report The appropriateness of each approach used by the IFA is discussed as follows:

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

1.3.1.1 Book Value Approach In evaluating BIGC’s price using Book Value Approach, the shareholders’ equity balances shown on the company’s financial statement for the fiscal year ended 31 December 2015 (Audited) was used to indicate BIGC’s net equity value. The details are shown in the table below.

31 December 2015 Item (Unit: THB million) (Audited) 1) Registered and paid-up share capital at par value of THB10 with 8,250.00 825,000,000 shares as at 31 December 2015 2) Premium (Discount) on share capital 5,955.65 3) Retained earnings - Appropriated 901.96 - Unappropriated 31,788.28 4) Other components of shareholders’ equity (235.75) Shareholders’ equity attribute to parent 46,660.14 Issued and paid-up ordinary shares (million shares) 825.00 Book value of BIGC (THB per share) 56.56 Note: Financial statement for the fiscal year ended 31 December 2015 audited by EY Office Limited

According to this approach, BIGC’s shareholders’ equity attribute to parent as at 31 December 2015 was THB 46,660.14 million. This method only measures the accounting value of BIGC’s equity at a particular point in time, without taking the expectations of future operating performance, industry trends, and the fair value of the BIGC’s assets and liabilities into considerations. Hence the IFA believes that this method is not a relevant valuation approach in this transaction.

1.3.1.2 Adjusted Book Value Approach In evaluating BIGC’s price using Adjusted Book Value Approach, the shareholders’ equity attribute to parent balances adjusted with book value of investment property shown on the company’s financial statement for the fiscal year ended 31 December 2015 (Audited) was used to indicate BIGC’s net equity value. The details are shown in the table below.

31 December 2015 Item (Unit: THB million) (Audited) 1) Shareholders’ equity attribute to parent 46,660.14 2) Adjustment of Book value of investment property 41,399.00 Shareholders’ equity attribute to parent after the adjustment 88,059.14 Issued and paid-up ordinary shares (million shares) 825.00 Book value of BIGC (THB per share) 106.74 Note: Financial statement for the fiscal year ended 31 December 2015 audited by EY Office Limited

According to this approach, BIGC’s shareholders’ equity attribute to parent after the adjustment of book value of investment property as at 31 December 2015 was THB 88,059.14 million. This method only measures the accounting value of BIGC’s equity adjusted with book value of investment property at a particular point in time, without taking the expectations of future operating performance, industry trends, and the fair value of BIGC’s assets and liabilities into considerations. Hence the IFA believes that this method is not a relevant valuation approach in this transaction.

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

1.3.1.3 Historical Market Price Approach

(THB/Share) Volume (Million Shares) Price (THB/Share) (Million Shares)

300 12 Lowest Price: THB 163 3 January 2014 250 10

200 8

Highest Price: THB 268 150 3 December 2014 6 8 February 2016: BIGC’s announcement on sale 100 of major shareholder' 4 shares

50 2

0 0 Feb-13 Aug-13 Feb-14 Aug-14 Feb-15 Aug-15 Feb-16

Source : SETSMART, Historical trading data in the period between 18 February 2013 and 17 February 2016

Period of Average Market Price Period Price (THB/Share) 7 days1 prior to the announcement 28 January 2016 – 5 February 2016 226.93 30 days prior to the announcement 6 January 2016 – 5 February 2016 229.35 3 months prior to the announcement 6 November 2015 - 5 February 2016 217.18 6 months prior to the announcement 6 August 2015 - 5 February 2016 209.64 1 year prior to the announcement 6 February 2015 - 5 February 2016 209.10 Note: 1Business days

The 3-year historical daily closing price and daily trading volume of BIGC’s shares are demonstrated in the chart above. The 7-day1, 15-day, 3-month, 6-month, and 1-year historical average market price from 5 February 2016, the day before BIGC’s announcement on sale of major shareholder' shares (8 February 2016), are THB 226.93, THB 229.35, THB 217.18, THB 209.64, and THB 209.10 per share, respectively. As part of the Historical Market Price Approach, the IFA has considered whether the current and historical price performances of the BIGC’s shares are reasonable indicators for assessing the financial value of the shares at a given point in time. The historical pre-announcement prices only reflect the trade of minority stakes but it does not take any control premium into account. Hence the IFA believes that this method is not an appropriate valuation approach for this transaction.

1.3.1.4 Market Comparables Approach The Market Comparables Approach determines the value of a company under the assumption that peer companies fundamentally operating in the similar business are supposed to have comparable range of trading multiples. The IFA has included both Thai and regional peers into the analysis, but excluded comparable companies in other key regions such as Europe and the United States. This is due mainly to market structures and industry trends that are different from the environment in which the target company operates. The valuation method of using market comparables to appraise ordinary shares reflects market mechanism and position of the business at a specific point of time. Nevertheless, the peer companies used for comparison may vary in details of fundamental factors including accounting policy (income recognition and provision for bad debt), investment policy, size of business, cost structure, other income, and quality of assets and business. The list of comparable companies are not exhaustive, and because of the differences mentioned, any comparison is necessarily limited and merely for illustrative purposes. In addition, the trading multiples reflect the value of minority stakes and do not factor in any control premium. The summary of comparable companies is listed below:

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

Local Peers 1. CP All Public Company Limited (“CPALL”) CP All Public Company Limited is the sole operator of 7-Eleven convenience stores in Thailand, which has been granted an exclusive right from 7-Eleven, Inc., USA to conduct business under the Area License Agreement. In the fiscal year ended 31 December 2014, the company had a total of 8,127 stores nationwide. Of the total 3,648 stores are in Bangkok and its vicinities (45 percent) and 4,479 stores are in provincial areas (55 percent). CPALL recorded revenues of THB 371,301.1 million and the net profit of THB 10,153.8 million.

2. Siam Makro Public Company Limited (“MAKRO”) Siam Makro Public Company Limited operates a wholesale and retail business under the brand of “makro”, focusing on consumption products. The company has 82 branches across Thailand, consisting of 69 makro retail centers, 8 makro food services, and 5 Siam frozen stores. In the fiscal year ended 31 December 2015, MAKRO recorded revenues of THB 142,531.9 million and the net profit of THB 4,884.9 million.

3. Home Product Center Public Company Limited (“HMPRO”) Home Product Center Public Company Limited is a Thailand-based company which is engaged in the operation of home improvement retail shopping centers, under the brand of “Home Pro”. Its stores offer products for building construction, repairs, home decoration, and home renovation. With 45 stores located nationwide, HMPRO is the leading operator in the home improvement retail market. It is headquartered in Nonthaburi, Thailand and employs over 10,000 employees. HMPRO recorded revenues of THB 51,208.6 million and net profit of THB 3,313.3 million in the fiscal year ended 31 December 2014.

4. Robinson Department Store Public Company Limited (“ROBINS”) Robinson Department Store Public Company Limited is engaged in the operation of department stores under the “Robinson” brand in Thailand. Regarded as a dominant player in the department store sector, ROBINS currently operates 39 branches throughout Thailand, comprising 11 branches in Bangkok and vicinity and 28 stores in the provinces. In addition, the company also has 2 operating branches in Vietnam. In the fiscal year ended 31 December 2015, ROBINS recorded revenues of THB 29,213.9 million and the net profit of THB 2,153.0 million.

5. Siam Global House Public Company Limited (“GLOBAL”) Siam Global House Public Company Limited is a construction materials and home improvement supplies retailer in the provincial area of Thailand. It also offers home decorative products, tools, and construction and office equipments. Currently, GLOBAL operates via 34 large-scale stores with the operating area of over 630,000 sq. m., which are all located in the high growth provincial area outside Bangkok. In the fiscal year ended 31 December 2015, GLOBAL recorded revenues of THB 17,410.9 million and the net profit of THB 880.6 million.

6. COL Public Company Limited (“COL”) COL Public Company Limited has the main business engaged in the distribution of book, stationaries, and office supply through Call-Center and e-Commerce system, as well as its own stores under the brand of “OfficeMate” and “B2S”. The company also has the online shopping platform under the brand of “Central Online”. For the 9 months period ended 30 September 2015, COL recorded revenues of THB 7,997.9 million and the net profit of THB 297.4 million.

Regional Peers 1. Dairy Farm International Holding Limited (“DAIRY”) Dairy Farm International Holdings Limited is a retailing group which operates supermarkets, hypermarkets, health and beauty stores, convenience stores, home furnishings stores and restaurants. It operates over 6,100 outlets in Asia, under several brands such as “7-Eleven” and “IKEA”. DAIRY is a member of the Jardine Matheson Group. In the fiscal year ended 31 December 2014, the group recorded revenues of USD 13,103.0 million (approximately THB 431,927.3 million) and net profit of USD 242.6 million (approximately THB 7,997.1 million).

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

2. Sumber Alfaria Trijaya Tbk PT (“AMRT”) Sumber Alfaria Trijaya Tbk PT is engaged in the retail distribution of consumer products by operating minimarket networks under the name “Alfamart”. It is currently one of the leading minimarket chain operators in Indonesia. The company has over 70,000 employees, serving over 9,800 stores across Indonesia. In the fiscal year ended 31 December 2014, AMRT recorded revenues of IDR 41,773.3 billion (approximately THB 117,729.7 million) and the net profit of IDR 533.5 billion (approximately THB 1,503.7 million).

3. Puregold Price Club Inc. (“PGOLD”) Puregold Price Club Inc. operates wholesale and retail businesses through over 242 stores across the Philippines, including hypermarket, supermarket and discount store. The company also has a joint venture with Japanese company engaged in convenience store business under the brand of “Lawson”. In the fiscal year ended 31 December 2014, PGOLD recorded revenues of PHP 84,697.4 million (approximately THB 63,624.7 million) and the net profit of PHP 4,520.5 million (approximately THB 3,395.8 million).

4. Mahatari Putra Prima Tbk PT (“MPPA”) Mahatari Putra Prima Tbk PT is engaged in retail business, focusing on Fast Moving Consumer Goods through over 220 stores across Indonesia. In the fiscal year ended 31 December 2014, MPPA recorded revenues of IDR 13,590.4 billion (approximately THB 38,301.8 million) and the net profit of IDR 554.0 billion (approximately THB 1,561.4 million).

Table: Local and Regional Peers Comparison Summary EV EV/Sales EV/EBITDA P/E P/BV NI CAGR Company (THB 2015 2015 2015 Q3 2015 2012 - 2014 million) Big C - Offer Price 218,482 1.64x 16.98x 30.47x 4.47x 11.64% Big C - Prior to Announcement 197,131 1.48x 15.32x 27.35x 4.01x 11.64% Berli Jucker Public Co. Ltd. 66,736 1.50x 12.14x 23.34x 3.17x (16.47%)

Local Peers CP ALL Public Company 561,534 1.40x 17.73x 29.20x 11.41x (3.72%) Limited Siam Makro Public Company 168,518 1.07x 18.98x 29.42x 12.65x 19.19% Limited Home Product Center Public 100,447 1.88x 13.32x 25.09x 5.54x 10.74% Company Limited Robinson Department Store 44,526 1.74x 9.80x 20.06x 3.34x 7.82% Public Company Limited Siam Global House Public 35,128 2.03x 17.30x 35.52x 2.12x (18.42%) Company Limited COL Public Company Limited 10,247 1.02x 13.58x 28.13x 2.32x 35.25% Average – Local 1.52x 15.12x 27.90x 6.23x 8.48%

Regional Peers Dairy Farm International 261,965 0.64x 11.06x 18.16x 5.86x (0.47%) Holdings Limited Puregold Price Club, Inc. 71,756 1.00x 11.46x 19.02x 2.50x 18.52% PT Sumber Alfaria Trijaya Tbk 74,504 0.58x 12.01x 49.38x 5.48x 9.28% PT Matahari Putra Prima Tbk 26,628 0.69x 11.57x 22.43x 3.42x NA Average – Regional 0.73x 11.53x 27.25x 4.31x 9.11%

Average – Overall 1.20x 13.68x 27.64x 5.46x 8.69% Source: Bloomberg, Capital IQ and Company’s data as at 5 February 2016

The valuation methods applied in the Market Comparable Approach will be based on approaches as follows:

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

 Enterprise Value to Earnings before Interest, Tax, Depreciation and Amortization Ratio (EV/EBITDA Multiple)  Enterprise Value to Sales Ratio (EV/Sales Multiple)  Price to Earnings Ratio (P/E Multiple)  Price to Book Value Ratio (P/B Multiple)

1) Enterprise Value to Earnings before Interest, Tax, Depreciation and Amortization Ratio (EV/EBITDA Multiple) This method of valuation is calculated by multiplying BIGC’s EBITDA with EV/EBITDA of the aforementioned peer companies to derive the enterprise value of BIGC. The IFA will then deduct interest bearing debt and non-controlling interests, and add cash and cash equivalents, from the enterprise value to calculate the equity value. The EBITDA used in this valuation is based on BIGC’s financial statement for the fiscal year ended 31 December 2015.

Figure: 2015 EV/EBITDA (Times), Ranked by Enterprise Value in Each Region

Mean: 13.68

Median: 12.67

CPALL MAKRO HMPRO ROBINS GLOBAL COL DAIRY AMRT PGOLD MPPA

Source: Bloomberg, Capital IQ and Company’s data as at 5 February 2016

The mean of EV/EBITDA of comparable companies is at 13.68 times, while the median is at 12.67 times.

Table: Summary of Valuation Results based on EV/EBITDA Multiple

Unit: THB Million FY ended 31 December 2015 EBITDA 12,973.83 Result Max EV/EBITDA (times) 18.98 Min EV/EBITDA (times) 9.80 Mean EV/EBITDA (times) 13.68 Enterprise Value, calculated from Mean 177,511.40 Range of Enterprise Value 127,189.19 – 246,301.18 Deduct Interest Bearing Debt 12,212.82 Deduct Non-controlling Interest 10.61 Add Cash and Cash Equivalent 2,367.84 Equity Value, calculated from Mean 167,655.81 Range of Equity Value 117,333.59 – 236,445.59 Equity Value per Share (THB per Share) 142.22 – 286.60

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

From the table above, the estimated equity value per share of BIGC is calculated from the range of low and high of EV/EBITDA multiple, which results in the range between THB 142.22 and THB 286.60 per share. In most circumstances, EV/EBITDA multiple approach is preferable because it makes possible fair comparison of companies with different capital structures and removes the effect of non-cash expenses such as depreciation and amortization.

2) Enterprise Value to Sales Ratio (EV/Sales Multiple) This method of valuation is calculated by multiplying BIGC’s revenue with EV/Sales of the aforementioned peer companies to derive the enterprise value of BIGC. The IFA will then deduct interest bearing debt and non-controlling interests, and add cash and cash equivalents, from the enterprise value to calculate the equity value. The net profit used in this valuation is based on BIGC’s financial statement for the fiscal year ended 31 December 2015.

Figure: 2015 EV/Sales (Times), Ranked by Enterprise Value in Each Region

Mean: 1.20

Median: 1.04

CPALL MAKRO HMPRO ROBINS GLOBAL COL DAIRY AMRT PGOLD MPPA

Source: Bloomberg, Capital IQ and Company’s data as at 5 February 2016

The mean of EV/Sales of comparable companies is at 1.20 times, while the median is at 1.04 times.

Table: Summary of Valuation Results based on EV/Sales Multiple

Unit: THB MIllion FY ended 31 December 2015 Sales 129,407.19 Result Max EV/Sales (times) 2.03 Min EV/Sales (times) 0.58 Mean EV/Sales (times) 1.20 Enterprise Value, calculated from Mean 155,889.58 Range of Enterprise Value 75,420.77 – 262,712.54 Deduct Interest Bearing Debt 12,212.82 Deduct Non-controlling Interest 10.61 Add Cash and Cash Equivalent 2,367.84 Equity Value, calculated from Mean 146,033.99 Range of Equity Value 65,565.18 – 252,856.95 Equity Value per Share (THB per Share) 79.47 – 306.49

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

From the table above, the estimated equity value per share of BIGC is calculated from the range of low and high of EV/Sales multiple, which results in the range between THB 79.47 and THB 306.49 per share. In most circumstances, EV/Sales multiple approach is preferable when net profit or EBITDA cannot be calculated or be negative, which is usual for the company in start-up period. However, this method does not consider the company’s efficiency of transforming revenue to return to investors.

3 Price to Earnings Ratio (P/E Multiple) This method of valuation is calculated by multiplying BIGC’s net profit with P/E of comparable retail companies in the peer group. Similar to EV/EBITDA approach, the IFA has compared P/E of retailers and department stores in both domestic and regional markets to help illustrating the estimate equity value of BIGC. The net profit used in this valuation is based on BIGC’s financial statement for the fiscal year ended 31 December 2015.

Figure: 2015 P/E (Times), Ranked by Enterprise Value in Each Region

Mean: 27.64 Median: 26.61

CPALL MAKRO HMPRO ROBINS GLOBAL COL DAIRY AMRT PGOLD MPPA

Source: Bloomberg, Capital IQ and Company’s data as at 5 February 2016

The mean of P/E of comparable companies is at 27.64 times, while the median is at 26.61 times.

Table: Summary of Valuation Results based on P/E Multiple

Unit: THB Million FY ended 31 December 2015 Net Profit 6,901.89 Result Max P/E (times) 49.38 Min P/E (times) 18.16 Mean P/E (times) 27.64 Equity Value, calculated from Mean 190,772.62 Range of Equity Value 125,335.01 – 340,798.93 Equity Value per Share (THB per Share) 151.92 – 413.09

From the table above, the estimated equity value per share of BIGC is calculated from the range of low and high of P/E multiple, which results in the range between THB 151.92 and THB 413.09 per share. The valuation method of using P/E to appraise ordinary shares reflects market mechanism and position of the business at a specific point of time. Nevertheless, the companies used for the comparison may vary in details of fundamental factors including accounting policy, financial policy, size of business, cost structure, financial structure, sources of income and etc.

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

4) Price to Book Value Ratio (P/BV Multiple) This method of valuation is calculated by multiplying BIGC’s book value P/BV of comparable retail companies in the peer group. The IFA has presented the range of BIGC’s appropriate price to be consistent with P/BV (based on book value as at 30 September 2015).

Figure: 30 September 2015 P/BV (Times), Ranked by Enterprise Value in Each Region

Mean: 5.46

Median: 4.45

CPALL MAKRO HMPRO ROBINS GLOBAL COL DAIRY AMRT PGOLD MPPA

Source: Bloomberg, Capital IQ and Company’s data as at 5 February 2016

The mean of P/BV of comparable companies is at 5.46 times, while the median is at 4.45 times.

Table: Summary of Valuation Results based on P/BV Multiple

Unit: THB Million 30 September 2015 Book Value 46,660.14 Result Max P/BV (times) 12.65 Min P/BV (times) 2.12 Mean P/BV (times) 5.46 Equity Value, calculated from Mean 254,919.45 Range of Equity Value 98,779.74 – 590,117.56 Equity Value per Share (THB per Share) 119.73 – 715.37

From the table above, the estimated equity value per share of BIGC is calculated from the range of low and high of P/BV multiple, which results in the range between THB 119.73 and THB 715.37 per share.

1.3.1.5 Discounted Cash Flow Approach Discounted cash flow approach is based on the calculation of present values of all future cash flow expected to obtain from the business operation with appropriate discount rate. In the appraisal of the value of the Business shareholders’ equity, the IFA used cash flow projections then discounted them at the weighted average cost of capital to achieve the present value of cash flow to the business (Free cash flow to firm) during the next 10 years, from the year 2016 to 2025 of BIGC by referring to information available from public sources and cash flows projection provided by the management and the financial advisor. The detailed assumptions behind the valuation of BIGC using Discounted Cash Flows Approach (“DCF”) are listed below

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

Discount rate The discount rate used in calculation of the net present value is 8.39%, which is a weighted average cost of capital (WACC). The IFA calculated the discount rate pursuant to the following formula:

Where Ke is the return on equity Kd is the expected cost of borrowing of BIGC at 3.60% per year T is the Thai corporate tax rate at 20% IBD/E is the ratio of the target interest bearing debt to total shareholders’ equity of Thai close peers (COL, GLOBAL, HMPRO, MAKRO, and ROBINS) which has targeted IBD/E approximately at 0.43x Note : Exclude CPALL as its capital structure is significantly different from other peers (4.98x compared to the average of 0.43x)

Return on Equity The return on equity rate could be estimated from the Capital Asset Pricing Model (CAPM), detailed as follows.

Where Rf is the risk-free return rate based on 10-year government bond yield on 5 February 2016 is at 2.30% (Source: Thai Bond Market Association). It was anticipated that the 10-year government bond could well reflect the risk-free rate. Most government bonds with a term of over 10-year usually have low liquidity in the market and should not be used for reference. β is the beta is the coefficient of variation of return, which derived from the BIGC’s close peers levered betas (COL, GLOBAL, HMPRO, MAKRO, and ROBINS), then unlevered and relevered beta to reflect the target capital structure. As a result, the beta is 1.00 (Source: Bloomberg) Note : Exclude CPALL as its capital structure is significantly different from other peers (4.98x compared to the average of 0.43x) Rm is the market return based on the 30-year historical average of a rate of return from investment in the SET, which is expected to cover the cycle of the investment in the SET and could represent the expected return rate of investors in the future. The 30-year historical average rate of return from investment in the SET was 10.81% (Source: Stock Exchange of Thailand). Ke is the cost of equity calculated from Capital Asset Pricing Model (CAPM) which equals to 10.76%

Terminal Value The IFA calculated the terminal value as follows:

Where CF2025 is the Business’ cash flow in 2025 g is the long-term growth rate of cash flow after 2025, which is at 3.00%, based on Thailand’s long-term inflation rate WACC is the weighted average cost of capital calculated by the IFA, which is at 8.39%

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

1) Key Assumptions for Financial Projections

1. Revenues The revenue from the sales and services are mainly derived from the number of existing stores of BIGC throughout the country from 2013-2015 with the details in the table below.

Number of Branch Store Format 31 December 2013 31 December 2014 31 December 2015 Hypermarket 119 123 125 Mini Big C 278 324 391 Big C Market 30 37 55 Pure Drug Store 132 163 163 Total 559 647 734

For the future plan, management will focus on expanding medium and small format stores which have higher margin than Hypermarket. By 2025 the management expects to have Hypermarket of 145 branches and medium and small format store of 1,272 branches, totaling 1,417 stores, which expand at decreasing rate compare to historical store expansion. The management believes that the expansion of medium and small format stores will be the key driver for BIGC’s future revenues growth due to the high growth prospect of Thailand’s retail industry and the increasing demand from increase in population, as well as the opening of ASEAN Economic Community (AEC).

Revenue per Selling Area As the management expects the size of the new stores to be in line with the average size of the existing stores, the revenue can be measured upon per selling area basis. The revenue per selling area is expected to grow, along with the economic expansion, at the rate of: Hypermarket Format -1.10% per year in 2016 as the management expects that revenues will be affected by Thailand economic situation in short term. 1.50% per year in 2017 2.00% per year from 2018 onwards Note: compound annual growth rate during 2013-2015 is -1.08% Medium and Small Format Store 2.00% per year in 2016 3.00% per year from 2017 onwards Note: compound annual growth rate during 2013-2015 is 2.11% Leasable Area 5.00% per year from 2016 onwards Note: compound annual growth rate during 2013-2015 is 3.56%; however, IFA refer growth rate from 2013 as it was normal operation year.

2. Cost of Sales and Services Costs of sales and services include items such as cost of good, and depreciation. In 2013-2015, the cost of sales and services were 79.17% 78.96% and 79.73% of total revenues, respectively. Going forward, the management expects the cost of sales to gradually decrease toward 79.00% of total revenues in 2025 as the management plans to expand branches in medium and small format e.g. Big C Market and Mini Big C, which has higher margin than hypermarket.

3. Selling and Administrative Expenses Selling and administrative expenses (SG&A) include items such as salary, overhead cost, and depreciation expense. In 2013-2015, the SG&A was 16.50%, 16.61%, and 16.49% of total revenues, respectively. The

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction management expects that the ratio of SG&A per total revenue will gradually decrease toward 13.92% of total revenues in 2025 due to the economy of scale.

4. Corporate Income Tax The corporate income tax is 20 percent of the profit before tax throughout the projection period.

5. Working Capital The management’s projections of working capital consist of Account Receivable, Other Receivable, Supplier Receivables and Tenant Receivables, Inventory, Account Payable, and Other Payable, which refer to historical data. All are summarized in the table below.

Historical Data Forecast 2016 Remarks 2013 2014 2015 Onwards Account Receivable 1.00 0.62 0.66 0.64 Days Sale Outstanding (Days) Other Receivable - 0.02% 0.02% 0.02% % of Total Revenues Supplier Receivables and Days Sale Outstanding (Days) 135.99 124.69 117.03 117.03 Tenant Receivables Inventory Days Inventory Outstanding 34.93 41.06 39.00 38.33 (Days) Account Payable Days Payable Outstanding 83.49 87.25 87.55 87.40 (Days) Other Payable 3.31% 3.29% 2.94% 2.94% % of Total Revenues

6. Capital Expenditure The management forecasts the capital expenditure based on the percentage of revenues from retail business which equal to 5.86 2.76 and 3.52 in 2013-2015. The percentage will gradually decrease as the management plan to focus on the expansion of medium and small format store e.g. Big C Market and Mini Big C, which has lower investment cost than hypermarket. The details are summarized in the table below.

2016 2017 2018 2019 2020 % of Revenues from retail 4.14% 3.48% 3.20% 3.00% 2.70% business 2021 2022 2023 2024 2025 % of Revenues from retail 2.40% 2.10% 1.80% 1.80% 1.80% business

7. Other Assumptions Apart from the above assumptions, there are additional key assumptions as follows:  For purpose of calculating the present value of BIGC’s cash flows, mid-year discounting convention has been applied  While the management believes that the transaction will lead to synergies, especially in terms of procurement, these synergies have not been included in the DCF analysis  Extraordinary items, which are one-off items, are not included.

2) The Company’s Present Value of Cash Flow The calculation of free cash flows to firm is based on 10-year projection from 2016-2025 discounted by WACC to the present value of BIGC’s cash flows as at 31 December 2015. The cash flows can be summarized as follows:

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

Unit: THB MIllion 2016 2017 2018 2019 2020 Total Revenues 134,009.48 142,444.43 150,174.31 157,726.43 164,585.19 Cost of Sales and Services 106,324.92 112,993.28 119,123.76 125,072.77 130,430.55 Gross Profit 27,684.55 29,451.15 31,050.55 32,653.67 34,154.64 Other Income 4,327.58 4,599.97 4,849.59 5,093.47 5,314.96 Selling and Administrative Expenses 21,567.90 22,422.65 23,492.79 24,394.79 25,042.61 Earnings before Interest and Tax 10,444.24 11,628.47 12,407.35 13,352.35 14,426.99 (EBIT) Tax Rate 20.00% 20.00% 20.00% 20.00% 20.00% Earnings before Tax (EBT) 8,355.39 9,302.78 9,925.88 10,681.88 11,541.59 Depreciation and Amortization 3,914.51 4,069.63 4,285.87 4,343.44 4,224.77 Change in Net Working Capital 424.13 884.00 784.74 756.69 637.46 Cash Flow from Operating Activities 12,694.03 14,256.41 14,996.49 15,782.01 16,403.82 Capital Expenditure (5,114.51) (4,561.30) (4,416.31) (4,343.44) (4,073.88) Free Cash Flow to Firm 7,579.52 9,695.11 10,580.17 11,438.57 12,329.94 2021 2022 2023 2024 2025 Total Revenues 171,201.90 178,070.09 185,199.32 192,599.52 200,281.02 Cost of Sales and Services 135,590.03 140,942.26 146,494.45 152,254.11 158,229.05 Gross Profit 35,611.87 37,127.83 38,704.87 40,345.40 42,051.97 Other Income 5,528.64 5,750.43 5,980.66 6,219.63 6,467.69 Selling and Administrative Expenses 25,610.90 26,178.93 26,745.73 27,310.24 27,871.34 Earnings before Interest and Tax 15,529.61 16,699.34 17,939.80 19,254.80 20,648.33 (EBIT) Tax Rate 20.00% 20.00% 20.00% 20.00% 20.00% Earnings before Tax (EBT) 12,423.69 13,359.47 14,351.84 15,403.84 16,518.66 Depreciation and Amortization 4,075.25 3,907.34 3,719.94 3,511.90 3,282.01 Change in Net Working Capital 673.11 658.48 679.16 660.55 762.06 Cash Flow from Operating Activities 17,172.04 17,925.28 18,750.94 19,576.29 20,562.73 Capital Expenditure (3,761.77) (3,418.92) (3,043.58) (3,160.71) (3,282.01) Free Cash Flow to Firm 13,410.28 14,506.36 15,707.35 16,415.58 17,280.72

Summary of the valuation using Discounted Cash Flow Approach Unit: THB Million 31 December 2015 WACC 8.39% Expected Perpetual Growth Rate After 2025 3.00% Present Value of FCFF (2016-2025) 83,838.47 Present Value of Terminal Value 153,682.67 Enterprise Value 237,521.14 Deduct Interest Bearing Debt* 12,212.82 Deduct Non-controlling Interest* 10.61 Add Cash and Cash Equivalent* 2,367.84 Equity Value 227,665.55 Divide Share Outstanding (mm Share) 825.00 Share Price (THB per Share) 275.96 Note: Information from BIGC’s audited financial statement for fiscal period ended 31 December 2015

From the valuation of the share value using Discounted Cash Flow Approach, BIGC’s share value is THB 275.96 per share.

3) Sensitivity Analysis As the valuation of BIGC highly depends on various key assumptions, the IFA has prepared the sensitivity analysis to show the impact on valuation results as shown in the table below.

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

1. Sensitivity Analysis between Discount Rate and Terminal Growth Rate WACC Unit: THB per Share 7.00% 7.50% 8.00% 8.39% 9.00% 9.50% 10.00% 0.00% 253.90 234.49 217.57 205.85 189.49 177.74 167.19 1.00% 281.96 257.73 237.01 222.89 203.48 189.73 177.54 2.00% 321.24 289.41 262.94 245.27 221.46 204.92 190.48 Terminal 3.00% 380.17 335.18 299.24 275.96 245.43 224.79 207.12 Growth 4.00% 478.38 407.10 353.68 320.63 279.00 251.88 229.30 5.00% 674.81 536.56 444.43 391.67 329.34 291.01 260.36 6.00% 1264 838.63 625.92 522.20 413.25 352.50 306.94

2. Sensitivity Analysis of the increase and decrease in growth rate of revenues per sq.m. of retail business Growth of revenues per sq.m. of retail business Unit: THB per Share -0.50% -1.00% -1.50% 0.00% +0.50% +1.00% +1.50% Share Price 264.72 268.25 272.00 275.96 280.15 284.57 289.25

3. Sensitivity Analysis of the increase and decrease in growth rate of revenues per sq.m. of rental business Growth of revenues per sq.m. of rental business Unit: THB per Share -0.50% -1.00% -1.50% 0.00% +0.50% +1.00% +1.50% Share Price 249.65 258.09 266.85 275.96 285.42 295.26 305.48

4. Sensitivity Analysis of Interest Rate Interest Rate Unit: THB per Share 2.00% 2.50% 3.00% 3.60% 4.00% 4.50% 5.00% Share Price 299.00 291.41 284.16 275.96 270.64 264.31 258.26

IFA has summarized the range of BIGC’s share price by referring to WACC as it is major assumption for evaluate fair value. Such sensitivity results in share price of BIGC between THB 245.43 to THB 299.24 per share.

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

1.3.1.6 Precedent Transaction Comparable Approach Precedent Transaction Comparable Approach aims to estimate BIGC’s value by comparing the past comparable transaction value to BIGC’s acquisition transaction. Details of the past domestic and international comparable transactions are summarized in the table below:

Completion Announced % EV EV/EBITDA EV/Sales P/E Acquirer Target Country Date Date Acquired (USD million) (Times) (Times) (Times) South East Asia METRO Cash & Carry Vietnam Co. 7/1/2016 12/3/2015 TCC Holding Co., Ltd. Vietnam 100% 695.8 40.25x 1.06x NA Ltd. 26/6/2013 23/4/2013 CP ALL Siam Makro Thailand 100% 6,600.00 31.96x 1.64x 53.12x 16/1/2013 20/11/2012 PT CT Corp PT Carrefour Indonesia Indonesia 60% 1,133.30 14.00x 0.80x 30.30x 28/5/2012 28/3/2012 Puregold Price Club Inc Kareila Management Corporation Philippines 100% 387.67 17.00x 2.50x 25.20x 5/1/2011 15/11/2010 Big C Supercenter PCL Carrefour Thailand Thailand 100% 1,173.10 13.00x 1.40x NA 1/4/2010 25/1/2010 CVC Matahari Department Store Tbk PT Indonesia 91% 900.6 NA NA NA Rest of Asia Temasek Holdings (Private) Limited; Canada Pension Plan South 22/10/2015 7/9/2015 Investment Board; Public Homeplus Co., Ltd. 100% 6,448.3 9.10x 0.79x NA Korea Sector Pension Investment Board; MBK Partners 15/10/2015 10/3/2015 FamilyMart Co. Ltd. UNY Group Holdings Co., Ltd. Japan 100% 3,949.2 8.11x 0.47x 11.50x South 3/12/2012 16/10/2012 Shinsegae Co Ltd Central City Co. Ltd 60% NA NA NA 37.40x Korea China Resources Enterprise Jiangxi Hongkelong Department 31/1/2012 29/7/2011 China 100% NA NA NA 40.60x Ltd Store Investment Co. Ltd Shanghai Friendship Group 5/8/2011 4/11/2010 Shanghai Bailian Group Co Ltd China 100% 2,535.10 19.80x 1.70x 31.60x Inc. GS Square Co., Ltd and GS Mart South 31/5/2010 9/2/2010 Lotte Shopping Co. Ltd 100% 1,153.25 15.00x 1.00x NA Co., Ltd Korea 11/1/2010 20/1/2010 Lotte Shopping Co. Ltd Times Ltd China 100% 729.7 18.00x 1.20x 36.80x South 17/9/2008 14/5/2008 Tesco Plc E-Land Retail Ltd 100% 2,237.20 30.60x 1.30x NA Korea Average (Times) 19.71x 1.26x 33.31x Median (Times) 17.00x 1.20x 34.20x Max (Times) 40.25x 2.50x 53.12x Min (Times) 8.11x 0.47x 11.50x Source: Bloomberg, Capital IQ and Latest Company’s information as at 5 February 2016

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

The mean and median of EV/EBITDA of comparable transactions are 19.71 times and 17.00 times, respectively.

Table: Summary of Valuation Results based on EV/EBITDA of Comparable Transactions

Unit: THB Million FY ended 31 December 2015 Mean EV/EBITDA (times) 19.71 Median EV/EBITDA (times) 17.00 Max EV/EBITDA (times) 40.25 Min EV/EBITDA (times) 8.11 Enterprise Value, calculated from Mean 255,728.68 Deduct Interest Bearing Debt 12,212.82 Deduct Non-controlling Interest 10.61 Add Cash and Cash Equivalent 2,367.84 Equity Value, calculated from Mean 245,873.09 Range of Equity Value 95,362.14 – 512,379.23 Equity Value per Share (THB per Share) 115.59 – 621.07

The mean and median of EV/Sales of comparable transactions are 1.26 times and 1.20 times, respectively.

Table: Summary of Valuation Results based on EV/Sales of Comparable Transactions

Unit: THB Million FY ended 31 December 2015 Mean EV/Sales (times) 1.26 Median EV/Sales (times) 1.20 Max EV/Sales (times) 2.50 Min EV/Sales (times) 0.47 Enterprise Value, calculated from Mean 163,142.94 Deduct Interest Bearing Debt 12,212.82 Deduct Non-controlling Interest 10.61 Add Cash and Cash Equivalent 2,367.84 Equity Value, calculated from Mean 153,287.35 Range of Equity Value 50,965.79 – 313,662.38 Equity Value per Share (THB per Share) 61.78 – 380.20

The mean and median of P/E of comparable transactions are 33.31 times and 34.20 times, respectively.

Table: Summary of Valuation Results based on P/E of Comparable Transactions

Unit: THB Million FY ended 31 December 2015 Mean P/E (times) 33.31 Median P/E (times) 34.20 Max P/E (times) 53.12 Min P/E (times) 11.50

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

Equity Value, calculated from Mean 229,934.32 Range of Equity Value 79,371.78 – 366,610.36 Equity Value per Share (THB per Share) 96.21– 444.38

Estimating BIGC’s price by this approach might not be appropriate as each transaction presented in the precedent transaction table reflects circumstances that are specific to each particular company and country, and hence may not be applicable to BIGC.

1.3.1.7 Research Analyst Consensus Research Analyst Consensus determines BIGC’s value by aggregating the estimated fair value from many research houses, gathering by IFA in the period of pre-announcement transaction, and finding the consensus among them. The price of BIGC suggested by this method is in the range of THB 180-243 per share with the average price of THB 208.70 per share. However, from many researches’ point of view, the control premium and future profitability after acquisition, based on the management’s prospect, have not yet been included. Hence, the price determined by this approach might not represent BIGC’s value after the acquisition.

Fair Value No. Issue Date Issuing Company (THB per Share) 1 2 February 2016 210 A 2 22 January 2016 230 B 3 19 January 2016 230 C 4 18 January 2016 226 D 5 14 January 2016 202 E 6 13 January 2016 200 F 7 21 December 2015 180 G 8 17 December 2015 185 H 9 25 November 2015 243 I 10 16 November 2015 181 J Average 208.70

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

Summary of BIGC’s Common Shares Valuation

Book Value 57.8 Adjusted Book Value 108.0 Historical Market Price Approach 210.0 219.8

Precedent Transaction Comparables Approach 62.7 623.7 Discounted Cash Flow Approach 246.3 301.9 Comparables: Price to Book Value Ratio 120.6 718.0 Comparables: Price to Earnings Ratio 152.8 415.7

Comparables: EV to Sales Ratio 80.4 309.1 Comparables: EV to EBITDA Ratio 143.1 289.3 Research Analyst Concensus 180.9 245.7

0 200 400 600 800 (THB/Share) Transaction Price THB 252.88 per share

From the figure above, the price of BIGC is in the range of THB 245.43 to THB 299.24 per share. The IFA has determined the range by considering values that best reflect all valuation methodologies while tilting towards DCF, which is the IFA’s main valuation methodology. However, the transaction price has included the dividend that the Seller may receive in the future. The amount of dividend will be deducted from the transaction price. By including 40% of C-Distribution Asia’s value according to the shareholding and the portion 30% of CDT held by BIGC, which is approximately THB 0.90 to THB 1.75 per share (More detail in Section 2.3.1), the price of BIGC will be in the range between THB 246.33 and THB 301.89 per share. Therefore, the IFA views that the offer price of THB 252.88 per share for BIGC is considered fair and reasonable. The IFA has no reason to believe that the information provided by and relied on the Company’s management is materially inaccurate or incomplete in any respect that would adversely affect the completeness of the information. In using the financial information, analysis and forecasts that the IFA has received from the Company, the IFA has no reason to suspect that the assumptions made are not appropriate or are outdated or do not reflect the opinion of the Company. The IFA has considered various valuation methodologies as aforementioned and given higher weight to the DCF method because it provides a fundamental valuation based on future cash flows of the business. The Book Value and Adjusted Book Value approach only measure the accounting value at a particular point in time, without taking into consideration the expectations of future operating performance, industry trends, and the fair value of BIGC’s assets and liabilities. Hence the IFA believes they are not relevant metrics to value BIGC in the existing situation. For the Historical Market Price Approach, the IFA has considered whether the current and historical price performances of the BIGC’s shares are reasonable indicators for assessing the financial value of the shares at a given point in time. The historical pre-announcement prices only reflect the trade of minority stakes but it does not take any control premium into account. . Hence the IFA believes that this method is not an appropriate valuation approach for this transaction. In addition, the IFA has considered the market comparables approach as it reflects the investors' perspective towards the overall retail industry and related business. The EV/EBITDA Multiple approach is one of the most

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction widely used valuation methodologies. It can be used to compare companies in the same industry but operate in different countries as the impacts from differences in capital structure, taxation and accounting policies in various countries are excluded. However, the IFA did not use this method as it may have not yet taken any control premium into account. In the view of the IFA, the P/E multiple may not be appropriate for a direct comparison due to the fact that the P/E multiple does not reflect differences in capital structure, tax structure and accounting policies between peers and the BIGC. The market comparables approach is based on the buying and selling prices of minority interests shareholders, which have not yet taken any control premium into account, unlike the case for the proposed acquisition of BIGC. The Precedent Transaction Comparables Approach serves as another basis for determining the enterprise value of BIGC by benchmarking it against recent precedent transactions. However, it may not be an appropriate valuation approach for assessing this transaction valuation as each transaction presented in the precedent transaction table reflects circumstances that are specific to each particular company, and hence may not be applicable to BIGC. Research Analyst Consensus determines BIGC’s value based on the views from many research houses, which have not included the control premium and future profitability after acquisition, based on the management’s prospect. So the price determined by this approach might not represent BIGC’s value after the acquisition.

1.3.2 Fairness of the Transaction Conditions IFA has considered the conditions with respect to the execution of the transaction from the BIGC Share Sale Agreement dated 5 February 2016 detailed as specified in section 1.1.2 of this report. IFA is of the opinion that terms and/or conditions of the BIGC Share Sale Agreement are protecting the benefit of the Company in connection to the acquisition of assets with the condition according to which both parties mutually agreed before entering into the transaction. Furthermore, such terms and/or conditions will enable the Company to continue managing the business of BIGC smoothly after the transaction, for examples:  Covenant regarding Conduct of Business where, between the date of this agreement and Closing, the Seller procures that BIGCC shall carry on its business as a going concern in and only in the ordinary course as carried on prior to the date of this agreement  Covenant regarding Cooperation in Relation to Employment where the Seller gives full cooperation to the Purchaser with respect to the matters regarding BIGC’s employee  Non-Competition term where the Seller shall not carry on any Competing Business in Thailand until the date falling 10 years after the Closing Date

The term regarding BIGC trademark where the Seller shall not carry on or be engaged in any activity in Vietnam using the BIGC trademark or any other similar trademark or name for a period of 5 years as from the Closing, IFA is of the opinion that such term will not affect the operation of BIGC in Thailand. Furthermore, during the aforementioned 5 years, if there is any provision of right to use the BIGC trademark to others, BIGC will be paid for the right of use (Remark : The current agreement for the right to use the trademark between BIGC (grantor) and the grantee will expire on 31 December 2017).

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

Part 2 The acquisition of the ordinary shares of C – Distribution Asia Pte Ltd.

2.1 Characteristics and details of the transaction

As per the Company and/or its subsidiary aims to acquire BIGC’s shares (from acquisition of BIGC’s shares from Geant and from acquisition of all shares of Saowanee who holds shares in BIGC including the making the tender offer of BIGC’s share from the remaining shareholders), this shall consequently make the Company and/or its subsidiary acquired 100.00% of BIGC’s total issued shares (in case that all BIGC’s shareholders accept the tender offer)

From the acquisition of BIGC’s shares, the Company and/or its subsidiary aims to acquires C-Distribution Asia7 which is the related to BIGC and business operation of BIGC. C-Distribution Asia operates as a holding company to invest in e-commerce business in ASEAN and support management and operation also including financial support to the related companies which are the companies established to operate e-commerce business in many countries. For Thailand, it is the online website www.cdiscount.co.th. C-Distribution Asia holds shares in C-Distribution (Thailand) Company Limited (“CDT”), provider of delivery service when the goods are ordered via www.cdiscount.co.th at each branch of BIGC across the country as appointed. The resolution of the Board of Directors of the Company No. 1/2016, dated February 12, 2016, approves to propose to the shareholders meeting of the acquisition of 2,700,000 shares of C-Distribution Asia (accounting for 60% of total shares of C-Distribution Asia) from Cdiscount International BV (company in the same group of Geant) with the total acquisition value of Euro 21.5 million or approximately THB 856.00. In addition, the condition set forth in the agreement also imposes the obligation of the purchaser to make a repayment of debts of C-Distribution Asia owed to the inter-companies in the group of seller as at the closing date (pursuant to the latest information received from the seller, the aggregate amount of such debts is 6,251,491.24 Euro, approximately THB 249 million. The actual amount at the closing date may be slightly differed.

However, apart from the business in Thailand, C-Distribution Asia currently also has an online business in Vietnam. Before entering into the transaction, Cdiscount International BV, as the Seller, shall restructure C- Distribution Asia’s shareholding by carving out the e-commerce business in Vietnam from C-Distribution Asia. In case that the Extraordinary General Meeting of the Company No. 1/2016 approves the Company and/or its subsidiary to acquire C-Distribution Asia’s shares, the Company expects the acquisition of C-Distribution Asia’s shares together with the BIGC’s shares (pursuant to the Share Sell Agreement, the acquisition must be completed within March 31, 2016). After the transaction, the Company and/or its subsidiary will hold 100.00% shares in C-Distribution Asia through direct shareholding by the Company 60.00% and another 40.00% by indirect shareholding by BIGC, who also holds 40.00% of C-Distribution Asia’s shares.

2.1.1 Type and size of the transaction

The acquisition of C-Distribution Asia’s shares constitutes the acquisition of the business of other companies under Section 107(2)(b) of the Public Limited Companies Act B.E. 2535 (1992) as well as an asset acquisition transaction under the definition of the Notification on Asset Acquisitions and Disposal with the highest transaction value based the total consideration basis of 2.50%. The calculation is based on the Company’s nine-months audited financial statements ended September 30, 2015. And if including such transaction with the other acquisition transaction of the Company which will be proposed for approval from this Extraordinary General Meeting No. 1/2016 that is the acquisition of BIGC’s shares with the highest transaction value of

7 Cdiscount International BV and BIGC have the same ultimate shareholder which is the Casino Group

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

472.15%, the total highest transaction value will be 474.65%8. Detail of the calculation of the acquisition of asset transaction size appears in Part No. 1.1.1 of this report.

Notwithstanding the foregoing, the entering into the transaction above does not constitute a back door listing and does not constitute transaction with TCC, which considered a connected transactions, and TCC does not considered an interested shareholders as per the reasons shown in Part 1 No. 1.1.1 of this report.

2.1.2 Contract parties, key conditions of the Share Sale Agreement, and information of the assets being acquired (summarized by Weerawong, Chinnavat & Peangpanor Ltd.)

Share Sell Agreement of C–Distribution Asia’s shares Parties Parties : o Cdiscount International BV (a company incorporated and existing under Dutch law) (“Seller”) o TCC Corporation Limited (a company organized and existing under the laws of Thailand) (“TCC”), enter into the agreement as an agent of the Company Relationship : o There is no relationship between the Company, its subsidiaries and Seller. o TCC, as an agent of the Company to bid and enter into the agreement, is the major shareholder of the Company (as of September 1,2015, TCC Corporation Company Limited held 73.83% of issued shares of the Company) Key Conditions Execution Date : On the closing date under the Share Sale Agreement relating to BIGC Shares to be : 2,700,000 ordinary issued shares of C-Distribution Asia representing 60% purchased of the issued share capital of C-Distribution Asia Remark : Big C currently holds 40% of the issued share capital and voting rights of C-Distribution Asia. Purchase Price : EUR 21,523,762 Covenants : (1) The Purchaser agrees to repay the debt amount that C–Distribution Asia must pay the Seller’s Group as at the Closing Date. (2) The Seller agrees that, from the date of this agreement until the Closing Date, the Seller shall procure that C–Distribution Asia will not incur any further liability that remains outstanding other than in the ordinary course of its business consistent with past practice. Claims Limit : o Maximum: 100% of Purchase Price (for breach of o In no case the Purchaser shall be entitled to recover more than once in Seller’s Warranties) respect of any loss, claim, damages, cost or expenses arisen from the same or similar event, fact or circumstances and that is indemnifiable pursuant to this Agreement or any agreement (including the BIGC Share Sale Agreement) relating to the Big C Transaction.

8 The transaction size based on audited financial statements of BJC ended December 31,2015, the transaction size of acquisition of BIGC’s shares based on total value of consideration basis is 466.72% and acquisition of C- Distribution Asia’s shares based on total value of consideration basis is 2.47%. The sum of such two transactions based on total value of consideration basis shall be 469.19%.

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

Assignment : The Purchaser may at any time before the Closing Date designate one or more TCC Entities as the purchaser of all or part of the Shares under this agreement (TCC Entities means any companies with not less than 50% ownership in interests which are directly or indirectly owned by member(s) of the Sirivadhanabhakdi family) Governing Law and : o Governing Law: The laws of Delaware Arbitration o Arbitration: 3 arbitrators pursuant to the rules of the International Chamber of Commerce. The seat of the arbitration shall be Geneva (Switzerland) and the language of arbitration shall be English.

Value of the acquired assets, basis used to determine the value of consideration and sources of funds to finance the transaction Value of consideration the Company and/or its subsidiary have to pay for the acquisition of 2,700,000 shares of C-Distribution Asia’s (60% of total C-Distribution Asia’s shares) is amounted Euro 21.5 million or approximately THB 856.00 million. The basis used to determine the value of consideration is as agreed by both parties. In addition, the condition set forth in the agreement also imposes the obligation of the purchaser to make a repayment of debts of C-Distribution Asia owed to the inter-companies in the group of seller as at the closing date (pursuant to the latest information received from the seller, the aggregate amount of such debts is Euro 6,251,491.24, approximately THB 249 million. The actual amount at the closing date may be slightly differed.

In this regards, source of funds for the Company and/or its subsidiary to finance the acquisition of BIGC’s shares and C – Distribution Asia’s shares are short term loan (no longer than 12 months) of not exceeding THB 220,000 million from the financial institutions. The Board of Directors may consider the capital increase of the Company at the amount and in the proportion that is deemed to be appropriate and adequate for use as a source of funds for repaying the aforementioned debt facilities. Such matter must be further proposed to the meeting of the shareholders for its consideration and approval

Information of the assets General information of C-Distribution Asia being acquired is shown in Enclosure 3 of this report

2.1 Appropriateness of the transaction 2.1.1 Objective and benefit of the transaction

Currently BIGC is a shareholder of C-Distribution Asia of 40% while Cdiscount International BV (the company in the Seller’s group) holds 60% of C-Distribution Asia shares. C-Distribution Asia is a holding company to invest in e- commerce business in Thailand and Vietnam, and holds shares in CDT which is operating e-commerce business through website www.cdiscount.co.th of 70.00% (together with BIGC who holds shares in CDT of 30.00%). The acquisition of C-Distribution Asia’s shares will make the Group be the shareholders of 100% in C-Distribution Asia, and also acquire the e-commerce business of C-Distribution Asia and CDT. With the growing trend of e-commerce business, the Company may has further synergies and receive return from investment in C-Distribution Asia in the future.

2.2.2 Compare advantages and disadvantages of entering into the transaction

Advantages and disadvantages of entering into the transaction

Advantages of entering into the transaction o Investment in the business with potential to generate returns in the future After the transaction, the Company will acquire 60% of total shares of C-distribution Asia, a holding company which holds the stakes in CDT. CDT is an e-commerce business Thailand operating through www.cdiscount.co.th, focusing on non-food products. An acquisition of C-distribution Asia will help strengthen, support and provide an omni-channel for ‘BIGC Shopping Online’ which is the existing

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

online business of BIGC. Moreover, the flexibility that www.cdiscount.co.th provide the customers to pick up their orders from any branches will help increase the opportunity for BIGC to capture larger groups of customers.

According to the survey of Electronic Transactions Development Agency (ETDA), the e-commerce business (including e-auction) in Thailand tend to see the continuing growth and is forecasted to have the market value of THB 2,110,000 million in 2015, increasing from market value of THB 2,030,000 million in 2014. Market value of retail and wholesale e-commerce is THB 325,077.48 million, accounting for the third largest share or 19.00% of the total e-commerce market after residential services with market value of THB 658,909.76 million and manufacturing with market value of THB 350,286.83 million. Therefore, the transaction, which aims at expanding e-commerce business, is considered as a potential investment that will potentially generate returns from investment in C-Distribution Asia in the future.

Diagram : The market value of e-commerce business in 2013 - 2014 (including e-Auction)

Source: Electronic Transactions Development Agency (ETDA), Ministry of Information and Communication Technology

C-Distribution Asia and CDT have their own website operation base with approximately 160,000 members together the management and employee who have rich experience in e-commerce business. Experienced personnel and software system have supported Cdiscount, a subsidiary of Cnova under the management of Casino Group, to be one of the world’s largest e-commerce businesses that has operation based in 11 countries including France, Brazil, Columbia, Ecuador, Ivory Coast, Senegal, Cameroon, Belgium, Panama, Vietnam and Thailand. This expertise will help synergize BIGC online shopping and BJC’s upcoming e-commerce business as well.

In the future, the Company might want to consider the restructuring by having BIGC hold 100% of C- Distribution Asia in order to allow BIGC to fully manage and support its own e-commerce business.

Disadvantage of the transaction 1) The Company will not own Cdiscount brand As aforementioned, Cdiscount is a part of Cnova which is under the management of Casino Group. Therefore, after the transaction, CDT can still use the tradename of www.cdiscount.co.th for further 6 months without any expenses, and can still use any supporting systems until December 31, 2017. In this case, the Company has considered such timeline is sufficient to change the tradename and prepare for further supporting system.

In this regards, the further change of tradename of www.cdiscount.co.th may affect the market sentiment especially to the customer with brand loyalty to Cdiscount, which may consequently affect

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

the sales during such change. However, the Company has plan to mitigate such effect and increase support to such tradename change in the future such as marketing activities

2) Increase financial liabilities and interest expense from financial institutions as the source of fund of the transaction The Company plans to use short-term bridging loan taken out for a period of less than 12 months as the source of funds for the transaction. However, the Company is still in amidst of considering the offers and conditions from financial institutions. The source of funds of EUR 21.5 million (or THB 865 million) and payment for the liabilities of C-Distribution Asia payable to the Seller group at the amount approximately Euro 6.25 million or THB 249.00 million, required to acquire 60% of C-Distribution Asia shares, the Company will also seek for loan denominated in Euro currency as same as BIGC’s shares purchase case. Nonetheless, after the tender offer of the remaining BIGC shares, the Company will reconsider the appropriate financial structure again, due to the Company require to consider amount of funds will be used in tender offer. Long-term debt facilities from financial institutions or bond issuance and capital increase might be applied.

As of December 31, 2015, the Company had interest bearing debt of THB 14,975.21 million and interest bearing debt to equity ratio of 0.72 times. After the transaction of acquisition of BIGC and C-Distribution shares, the Company will have interest bearing debt and interest bearing debt to equity ratio in each case as shown in Part 1 No. 1.2.2 of this report.

3) Consolidated financial results may deteriorated Deteriorating After the transaction, C-Distribution Asia and CDT will become the subsidiaries of the Group. Therefore, the Company has to consolidate the performance of C-Distribution and CDT into its financial statements. Before the business will be well-performed as expect in the future, the Company’s consolidated financial statements might be impacted. As of 2015, CDT which operates an e-commerce business through www.cdiscount.co.th, had total revenue of THB 508 million but with net loss of THB 304 million. However, according to BIGC’s Form 56-1, it is noted that loss incurred during the first stage of the business is a normal practice for e-commerce business due to high investment for the infrastructure system and sales promotions heavily required during the first stage to attract the customer to the website.

4) Limited experience in e-commerce business Since the Group is new to the e-commerce business as it has just started an e-commerce retail business under BJC Commerce Co., Ltd. through 3 websites: www.voltztore.com, www.asiabooks.com, www.ogenkistore.com for only 1 year. With the Group limited experience in the business, the Group might need to explore and rely on the experience from existing personnel of C-Distribution Asia and CDT during early stage of managing such business.

5) Impact from the goodwill recorded in the Company’s financial statements After the transaction, the Company may affected from the goodwill recorded in the consolidated financial statements in case that the purchase price of C-Distribution Asia is higher than the fair value of assets and liabilities of C-Distribution Asia as at the completion date. (Goodwill equals to the discrepancy between fair value of assets which including tangible and intangible assets and liabilities of the target Company, and the actual purchase price). In this regards, the transaction has total value of Euro 21.5 million or THB 856.00 million. While, as of December 31, 2015 and referring to BIGC’s audited financial statement, C-Distribution Asia had total assets of THB 564 million and total liabilities of THB 388 million, while CDT had total assets of 478 million and total liabilities of 891 million. In case that, after the transaction, the Group could not improve the performance of the business as expected, the Company might have to impair such goodwill and consequently affect the consolidated financial statements of the Company in the future.

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

In this regards, the Company would also need to evaluate fair value of assets and liabilities of C- Distribution Asia including the tangibles and intangibles as at the completion date after the transaction is completed. If the fair value is evaluated to be too high, the Company would accordingly need to record large amount of goodwill which might affect the calculation of transaction size pertaining to any acquisition and/or connected transactions of the Company in the future (if any). Additionally, in case the Company enters into any acquisitions and/or connected transactions in the future, it will comply with all relevant regulations.

Risk of entering into the transaction 1) Foreign exchange rate risk Since the Company shall purchase the C-Distribution Asia’s shares in Euro 21.5 million or THB 856.00 million, and the liabilities of C-Distribution Asia payable to the Seller group as at the closing date (approximately Euro 6.25 million or THB 249.00 million), pursuant to the Share Sell Agreement, in Euro currency and the Company shall borrow the loan denominated in Euro currency. Therefore, the Company is exposed to risk of exchange rate fluctuations for the debt repayment. In this regards, the Company views that the Company has time to repay Euro denominated short-term loan for not more than 12 months from long-term source of funds that the Company shall procure in the future. The Company could select the time to repay for the loan in appropriate exchange rate for the interest of the Company.

2) Risk from unexpected performance of C-Distribution Asia The performance of C-Distribution Asia may not meet the expected plan, which could be due to an unexpected economic slowdown, political situation, and/or potential increase in competition of the e- commerce in the country from new entrants. Such situations may affect the expected return from the investment in C-Distribution Asia and the Company may have to impair such investment assets.

2.3 Fairness of the Offer Price and Conditions

2.3.1 Fairness of the Offer Price For the evaluation of C-Distribution Asia, since C-Distribution Asia operates as a holding company holding shares in CDT and online business in Vietnam where, before the Transaction, the Seller shall divest all shares in online business in Vietnam then C-Distribution Asia will finally hold shares in CDT only; therefore, C- Distribution Asia’s value could be evaluated based on the shares of CDT that C-Distribution Asia possesses. C- Distribution Asia holds 70% of CDT.

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

Valuation of CDT’s Equity Value

Methodologies in Evaluating the Fairness of the Offer Price In performing an evaluation of the offer price fairness, the IFA has carried out the valuation based on Market Comparable Approach using EV/Sales Multiple. In performing an evaluation of the offer price fairness, the IFA has carried out the following valuation approaches: 2.3.1.1 Book Value Approach 2.3.1.2 Market Comparables Approach  EV to EBITDA Ratio Approach (EV/EBITDA Multiple)  EV to Sales Ratio Approach (EV/Sales Multiple)  Price to Earnings Ratio Approach (P/E Ratio Multiple)  Price to Book Value Ratio Approach (P/BV Ratio Multiple) Note: For the calculation in this report, decimals in the table are rounded to 1 or 2 decimal places, depending on each case. The results may not equal the calculation from the data in this report The appropriateness of each approach used by the IFA is discussed as follows:

2.3.1.1 Book Value Approach In evaluating CDT’s price using Book Value Approach, the shareholders’ equity balances shown on the company’s financial statement for the fiscal year ended as at 31 December 2015 (Audited) was used to indicate CDT’s net equity value. The details are shown in the table below.

Item (Unit: THB million) 31 December 2015 1) Registered and paid-up share capital 100.00 2) Retained earnings (208.91) Shareholders’ equity (108.91) Shareholding 70.00% Equity value of C-Distribution Asia’s ownership (76.24) Remarks: Financial statement for the fiscal year ended 31 December 2015 from management account (unaudited, unreviewed)

According to this approach, CDT’s shareholders’ equity as at 31 December 2015 was THB (108.91) million. The equity value of C-Distribution Asia’s ownership was THB (76.24) million This method only measures the accounting value of CDT’s equity at a particular point in time, without taking the expectations of future operating performance, industry trends, and the fair value of the CDT’s assets and liabilities into considerations. Hence the IFA believes that this method is not a relevant valuation approach in this transaction.

2.3.1.2 Market Comparable Approach The Market Comparables Approach determines the value of a company under the assumption that peer companies fundamentally operating in the similar business are supposed to have comparable range of trading multiples. The IFA has included both Thai and global peers into the analysis. The valuation method of using market comparables to appraise ordinary shares reflects market mechanism and position of the business at a specific point of time. Nevertheless, the peer companies used for comparison may vary in details of fundamental factors including accounting policy (income recognition and provision for bad debt), investment policy, size of business, cost structure, other income, and quality of assets and business. The list of comparable companies are not exhaustive, and because of the differences mentioned, any comparison is necessarily limited and merely for illustrative purposes. In addition, the trading multiples reflect the value of minority stakes and do not factor in any control premium. The summary of comparable companies is listed below:

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

1. Ocado Group Plc. Ocado Group Plc. is a British company, founded in 2000 and listed in the Stock Exchange of London. It operates online supermarket business, delivery to customer’s house without any physical shops. In the fiscal year ended December 2014, the company recorded revenues of GBP 948.8 million (approximately THB 48,871.7 million) and the net profit of GBP 7.3 million (approximately THB 376.0 million).

2. Cnova N.V. Cnova N.V. is an e-Commerce company from the Netherlands, founded in 2014. The company operates the business under the brand of “Cdiscount” and is part of Casino Group. It is also listed on the New York Stock Exchange. In the fiscal year ended December 2014, the company recorded revenues of EUR 3,473.8 million (approximately THB 140,185.9 million) and the net profit of EUR 54.4 million (approximately THB 2,195.3 million).

3. E-Commerce China Dangdang Inc. E-Commerce China Dangdang Inc. is a Chinese company, engaged in an e-commence business under the brand of “Dangdang”. It is founded in 1999, and listed on the New York Stock Exchange. In the fiscal year ended December 2014, the company recorded revenues of CNY 7,635.5 million (approximately THB 40,864.4 million) and the net profit of CNY 88.1 million (approximately THB 471.5 million).

4. Amazon.com, Inc. Amazon.com Inc. is an an American company, engaged in an e-commerce and cloud computing business under the brand of “Amazon”. It is founded in 1994, and listed on the New York Stock Exchange. In the fiscal year ended December 2014, the company recorded revenues of USD 107,000.0 million (approximately THB 3,852,749.0 million) and the net profit of USD 596.0 million (approximately THB 21,460.2 million).

5. JD.com, Inc. JD.com Inc is a Chinese company, engaged in an e-commence business under the brand of “JD”. It is founded in 1998, and listed on the New York Stock Exchange. In the fiscal year ended December 2014, the company recorded revenues of CNY 115,000.0 million (approximately THB 615,468.5 million) and the net loss of CNY 5,103.0 million (approximately THB 27,310.7 million).

6. Liberty Interactive Corporation Liberty Interactive Corporation is an an American company, founded in 1998 as part of Liberty Media. The group holds shares in many companies, mainly in digital media and communication industry. In the fiscal year ended December 2014, the company recorded revenues of USD 10,499.0 million (approximately THB 346,089.0 million) and the net profit of USD 537.0 million (approximately THB 17,701.7 million).

7. Zalando SE Zalando SE is an German electronic commerce company, founded in 2008. The company maintains a cross- platform online store that sells shoes, clothing and other fashion items. In the fiscal year ended December 2014, the company recorded revenues of EUR 2,214.0 million (approximately THB 89,346.4 million) and the net profit of EUR 47.1 million (approximately THB 1,900.7 million).

8. Vipshop Holdings Limited Vipshop Holdings Limited is an online discount retailer for brands in China. It offers high quality and popular branded products to consumers throughout China at a significant discount from retail prices. In the fiscal year ended December 2014, the company recorded revenues of CNY 3,773.7 million (approximately THB 20,196.3 million) and the net loss of CNY 137.3 million (approximately THB 734.6 million).

9. Rocket Internet SE Rocket Internet is a German internet company, founded in 2007. It builds online startups and owns shareholdings in various models of internet retail businesses, aimed to operate outside the US and China. The company has over 30,000 employees covered network companies in over 110 countries. In the fiscal year

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction ended December 2014, the company recorded revenues of EUR 177.2 million (approximately THB 7,149.3 million) and the net loss of EUR 20.2 million (approximately THB 814.4 million).

10. ASOS Plc ASOS Plc. is a global fashion online business based in the United Kingdom, with over 2,000 employees. The company focuses on the products in trends and offers products of over 75,000 brands, incliding its own brand. In the fiscal year ended December 2014, the company recorded revenues of GBP 975.5 million (approximately THB 50,240.1 million) and the net profit of GBP 36.6 million (approximately THB 1,884.5 million).

11. Start Today Co., Ltd. Start Today Co., Ltd. is an Japanese e-commerce company, engaged in fashion shopping online and other related services under the website named “ZOZOTOWN”. In the fiscal year ended December 2014, the company recorded revenues of JPY 114.7 billion (approximately THB 34,718.2 million) and the net profit of JPY 7.8 billion (approximately THB 2,360.6 million).

12. YOOX Net-A-Porter Group S.p.A YOOX Net-A-Porter Group S.p.A is an Italian internet mail order retailer of men's and women's multibrand clothing and accessories founded in 2015 after the merger between YOOX Group and THE Net-A-Porter Group. In the fiscal year ended December 2014, the company recorded revenues of EUR 524.3 million (approximately THB 21,158.2 million) and the net loss of EUR 13.8 million (approximately THB 556.9 million). 13. AO World Plc. AO World Plc. is an online retailer specialising in household appliances, founded in 2000. In the fiscal year ended December 2014, the company recorded revenues of GBP 384.9 million (approximately THB 19,823.7 million) and the net profit of GBP 9.6 million (approximately THB 494.4 million).

14. Zooplus AG Zooplus AG is an on-line retailer of pet supplies with headquarters in Germany. It is founded in 1999 and currently ships to 28 countries. In the fiscal year ended December 2014, the company recorded revenues of EUR 570.9 million (approximately THB 23,037.2 million) and the net loss of EUR 5.2 million (approximately THB 210.5 million).

15. B2W Companhia Digital B2W Companhia Digital is an online retail company in Latin America, as a result of the merger between Americanas.com and Submarino.com. IT operates through the websites “Submarino.com”, “Americanas.com”, “Shoptime”, “Soubarato” and “Ingresso.com”, and has over 2,300 emplyees. In the fiscal year ended December 2014, the company recorded revenues of BRL 9,094.7million (approximately THB 731.4 million) and the net loss of BRL 163.3 million (approximately THB 13.1 million).

16. Boohoo.com Plc. Boohoo.com Plc. is a british fashion online retailer, founded in 2006. The company designs, sources, markets and sells own brand clothing, shoes and accessories through the www.boohoo.com website, and currently sells products into over 100 countries. In the fiscal year ended December 2014, the company recorded revenues of GBP 109.8 million (approximately THB 5,655.1 million) and the net profit of GBP 8.4 million (approximately THB 432.6 million).

The valuation methods applied in the Market Comparable Approach will be based on approaches as follows:  Enterprise Value to Earnings before Interest, Tax, Depreciation and Amortization Ratio (EV/EBITDA Multiple)  Enterprise Value to Sales Ratio (EV/Sales Multiple)  Price to Earnings Ratio (P/E Multiple)  Price to Book Value Ratio (P/BV Multiple)

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction

Since EBITDA, profit and book value are all negative, it is unable to calculate the value of target company. Furthermore, since CDT is an online business in growth stage , EV/EBITDA, P/E and P/BV Multiple is not appropriate to appraise value of CDT.

Enterprise Value to Sales Ratio (EV/Sales Multiple) This method of valuation is calculated by multiplying CDT’s revenue with EV/Sales of peer companies to derive the enterprise value of CDT. The IFA will then deduct interest bearing debt, and add cash and cash equivalents, from the enterprise value to calculate the equity value. EV/Sale is an appropriate method due to the following reasons  Valuation based on sales is an appropriate indicator for an online company in a growth stage  Limited of public information  Parameters required for other trading multiple are negative

Opinion of the Independent Financial Advisor regarding Asset Acquisition Transaction Table: Local and Global Peers Comparison Summary Market Cap. EV/Sales Sales CAGR since 2014 Company Country (THB million) LTM 2012 2013 2014 2015 2016 2017 1 Year 2 Years 3 Years Ocado Group Plc. United Kingdom 78,388 1.43 x 2.30 x 1.97 x 1.65 x 1.41 x 1.23 x 1.08 x 17.1% 15.5% 15.2% Cnova N.V. Netherlands 36,275 0.27 x 0.50 x 0.34 x 0.29 x 0.28 x 0.28 x 0.25 x 2.5% 1.9% 5.1% E-Commerce China Dangdang China 12,135 0.06 x 0.11 x 0.09 x 0.07 x NA NA NA NA NA NA Inc. Amazon.com, Inc. United State 8,198,725 2.13 x 3.73 x 3.06 x 2.56 x 2.13 x 1.76 x 1.47 x 20.4% 20.8% 20.4% JD.com, Inc. China 935,301 0.96 x 3.74 x 2.23 x 1.35 x 0.87 x 0.62 x 0.47 x 55.2% 47.3% 42.2% Liberty Interactive United State 404,314 1.88 x 1.66 x 1.61 x 1.56 x 1.79 x 1.54 x 1.45 x -12.5% 0.9% 2.7% Corporation Zalando SE Germany 275,485 2.12 x 5.04 x 3.31 x 2.64 x 1.97 x 1.57 x 1.28 x 34.1% 29.7% 27.3% Vipshop Holdings Limited China 208,116 1.01 x 8.87 x 3.63 x 1.59 x 0.93 x 0.67 x 0.53 x 71.0% 53.8% 44.5% Rocket Internet SE Germany 140,802 3.98 x 17.90 x 6.01 x 4.19 x 2.76 x 1.62 x 0.73 x 51.5% 60.6% 78.6% ASOS Plc. United Kingdom 119,525 1.91 x 3.45 x 2.62 x 2.12 x 1.77 x 1.48 x 1.23 x 19.4% 19.8% 19.9% Start Today Co., Ltd. Japan 113,851 7.41 x 10.75 x 9.77 x 8.93 x 7.32 x 5.97 x 5.03 x 22.1% 22.3% 21.1% YOOX Net-A-Porter Group Italy 90,084 3.85 x 6.12 x 5.05 x 4.39 x 1.47 x 1.17 x 0.98 x 199.6% 93.6% 65.0% S.p.A AO World Plc. United Kingdom 34,761 1.23 x 2.49 x 1.80 x 1.40 x 1.14 x 0.89 x 0.70 x 22.9% 25.4% 28.1% Zooplus AG Germany 30,196 1.03 x 2.14 x 1.68 x 1.26 x 1.00 x 0.79 x 0.64 x 25.2% 26.4% 25.6% B2W Companhia Digital Brazil 29,837 0.67 x 1.24 x 0.98 x 0.75 x 0.64 x 0.54 x 0.45 x 17.1% 17.8% 18.2% Boohoo.com Plc. United Kingdom 26,015 2.72 x 7.29 x 4.32 x 3.29 x 2.43 x 1.93 x 1.59 x 35.3% 30.7% 27.5% Max 7.41 x 17.90 x 9.77 x 8.93 x 7.32 x 5.97 x 5.03 x 199.6% 93.6% 78.6% Median 1.66 x 3.59 x 2.43 x 1.62 x 1.47 x 1.23 x 0.98 x 22.9% 25.4% 25.6% Average 2.04 x 4.83 x 3.03 x 2.38 x 1.86 x 1.47 x 1.19 x 38.7% 31.1% 29.3% Min 0.06 x 0.11 x 0.09 x 0.07 x 0.28 x 0.28 x 0.25 x -12.5% 0.9% 2.7% Source: Bloomberg, Capital IQ and Company’s Information as at 5 February 2016 Remarks: EV/Sales multiples for start-up business are usually varied depending on the status, contributions from online business and growth prospect of each company.

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

The management of the Company estimated revenue for CDT in 2016 and 2017 as follows:

Unit: THB million 2014 2015 2016E 2017E BIGC’s revenue from retail business 121,844.6 119,620.1 123,451.7 131,046.5 Revenue from sales of CDT 315.0 508.01 631.0 1,155.0 % of online sales 0.26% 0.42% 0.51% 0.88% CAGR of CDT since 2014 61.3% 41.5% 54.2% Remarks: 1Total revenue

The figures provided by the Company are in-line because sale growth FY2014 to FY2015 is 61.3% and expected to maintain its momentum. In addition, there is a significant room of escalation as the percentage of online sale of CDT is still below other major retail stores.

Table: Summary of Valuation Results based on EV/Sales Unit: THB million 2015 2016E 2017E Sales 508.0 631.0 1,155.0 Result Mean Max Mean Max Mean Max EV/Sales 1.86 x 7.32 x 1.47 x 5.97 x 1.19 x 5.03 x EV 944.9 3,717.1 927.5 3,767.5 1,374.5 5,808.7 Net Debt (2015) 496.2 496.2 496.2 496.2 496.2 496.2 Equity Value 448.7 3,220.9 431.1 3,271.3 878.3 5,312.5 Shareholding 70.0% 70.0% 70.0% 70.0% 70.0% 70.0% Equity Value of C-Distribution Asia’s 314.1 2,254.7 301.9 2,289.9 614.8 3,718.8 ownership

The equity value of CDT which C-Distribution Asia owns 70%, evaluated from EV/Sales, in 2015 is between THB 314.1 to 2,254.7 million, in 2016 is between THB 301.9 to 2,289.9 million and in 2017 is between THB 614.8 to 3,718.8 million.

Adjusted Enterprise Value to Sales Ratio (EV/Sales Multiple)

Another relevant valuation approach proposed is to apply EV/Sales multiples with some adjustments as follows:  Use 2015 EV/Sales of Cnova which is equal to 0.28x where this multiple is considered as a normal stage.  Use CDT’s Sales in 2020, which is when CDT is considered as in a normal stage of business. The management of the Company has envisaged that CDT will achieve at least 5% contribution of Sales of BIGC group in 2020.

Table: Revenue from Online Business Compared to Retail Business 2014 2015 Tesco UK (UK) 7.10% NA Sainsbury’s (UK) 4.90% 5.10% Metro (German) 4.90% NA Group Casino (France) 8.36% 9.20% CDT (Thailand) 0.26% 0.43%

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

Such figures are possible when comparing the percentage of online sale of other firms. Regarding a lead time to reach that level, given internet penetration, modern living and knowledge transfer from Cnova, it is convinced that CDT will be able reach the normal stage within 5 years.

Table: CDT’s Equity Value using Adjusted EBITDA/Sales Unit: THB million 2015 Forecasted BIGC’s revenue from Retail (2020) 150,884.6 % Revenue from online business 5.00% Forecasted CDT’s revenue from Retail (2020) 7,544.2 Result EV/Sales 0.28 x EV 2,115.1 Net Debt (2015) 496.2 Equity Value 1,618.9 Shareholding 70.0% Equity Value of C-Distribution Asia’s ownership 1,133.2

The equity value of CDT which C-Distribution Asia owns 70%, evaluated from Adjusted EV/Sales, using forecasted CDT’s revenue from Retail in 2020 which is THB 7,544.2 (is 5% of forecasted BIGC’s revenue from retail) and Cnova EV/Sales multiples of 0.28 times , the C-Distribution Asia’s 70% shareholding in CDTis approximately THB 1,133.2 million.

Table: Sensitivity Analysis of major assumptions of CDT’s Equity Value using Adjusted EBITDA/Sales Unit: THB million Forecasted BIGC’s revenue from Retail (2020) 150,884.6 % Revenue from online business 4.50% 5.50% Forecasted CDT’s revenue from Retail (2020) 6,789.8 8,298.7

EV/Sales 0.25 x 0.25 x EV 1,697.5 2,074.7 Net Debt (2015) 496.2 496.2 Equity Value 1,201.3 1,578.5 Shareholding 70.0% 70.0% Equity Value of C-Distribution Asia’s ownership 840.9 1,104.9

EV/Sales 0.35 x 0.35 x EV 2,376.4 2,904.5 Net Debt (2015) 496.2 496.2 Equity Value 1,880.2 2,408.3 Shareholding 70.0% 70.0% Equity Value of C-Distribution Asia’s ownership 1,316.2 1,685.8

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

The equity value of CDT which C-Distribution Asia owns 70%, evaluated from Adjusted EV/Sales, using percentage revenue from online business between 4.50% and 5.50%, and EV/Sales multiple between 0.25 times and 0.35 times, the C-Distribution Asia’s 70% shareholding in CDT is approximately THB 840.9 million to THB 1,685.8 million.

Valuation of C-Distribution Asia’s Equity Value C-Distribution Asia’s value could be evaluated based on the shares of CDT that C-Distribution Asia possesses plus asset minus liabilities. C-Distribution Asia holds 70% of CDT. The financial statement of C-Distribution Asia for the fiscal year ended 31 December 2015 has detail as a following table:

Table: C-Distribution Asia’s Financial Summary Statement of Financial Position (Unit: THB Million) 2014 2015 Assets Cash and Cash Equivalences 5.93 4.40 Other Receivables 0.62 5.75 Loan Receivables 195.31 498.54 Investment 62.20 62.20 Total Assets 264.06 570.89 Liabilities Other Payables 1.33 9.27 Other Current Liability 0.12 1.64 Loan 89.60 378.16 Total Liability 91.05 389.07 Shareholder’s Equity Issued and Paid-up Capital 178.97 178.97 Accumulated Profit (Loss) (5.96) 2.85 Total Shareholder’s Equity 173.01 181.81 Total Liabilities and Shareholder’s Equity 264.06 570.89 Remarks: Financial statement for the fiscal year ended 31 December 2015 from management account (unaudited, unreviewed) Exchange rate of THB 39.77 per 1 Euro

Under the assumption that, before the transaction, the Seller will divest all shares of online business in Vietnam, leaving only CDT and investments shown in C-Distribution Asia is investment of 70% of CDT. The equity value of C-Distribution Asia is equal to the value of the 70% shareholding in CDT (from the valuation of CDT above), plus asset (exclude investment in subsidiaries) minus liabilities. When using Adjusted EV/Sales approach, C-Distribution Asia is worth about THB 960.5 to 1,805.5 million.

Unit : THB million The equity value of CDT which C-Distribution Asia owns 70% 840.9 1,685.8 using Adjusted EV/Sales approach Assets 508.7 508.7 (Other Payables, Other Current Liability and Loan) Liabilities (Cash and Cash Equivalences, Other Receivables, Loan 389.1 389.1 Receivables and Investment) Equity Value 960.5 1,805.5 Shareholding 60.0% 60.0% 1,083.3 Equity Value of the Company’s ownership 576.3 Remarks: Financial statement for the fiscal year ended 31 December 2015 from management account (unaudited , unreviewed)

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

Summary of Valuation of 60% of C-Distribution Asia’s Equity Value from the valuation of CDT’s Equity Value using Several EV/Sales Multiples

EV/Sales 2558 260.2 1,424.6

EV/Sales 2559E 252.9 1,445.7

EV/Sales 2560E 440.7 2,303.0

EV/Sales (Adjusted) 576.3 1,083.3

0 500 1000 1500 2000 2500 (THB Million) Transaction Price THB 856.00 million Remarks: EV/Sales multiples for start-up business are usually varied depending on the status, contributions from online business and growth prospect of each company.

From the figure above, valuation of 60% of C-Distribution Asia’s equity value (from the valuation of CDT’s equity value where C-Distribution Asia owns 70%) is in the range of THB 576.3 million to THB 1,083.3 million. The IFA has determined the range based on market comparables approach using EV/Sales as it is appropriate for online business in start-up period with limited public information and negative comparable parameters. In regard to loan payable of EUR 6.25 million representing THB 248.6 million (with exchange of EUR 1 to THB 39.77), given that the loan will be repaid in full, the valuation of 60% of C-Distribution Asia’s equity value plus loan payable will be totaling THB 824.9 million (calculated from 576.3+248.6) to THB 1,331.9 million (calculated from 1,083.3+248.6) comparing to the Offer Price of THB 1,104.6 million (calculated from 856.0+248.6) is reasonable.

2.3.2 Fairness of the Transaction Conditions IFA has considered the conditions with respect to the execution of the transaction from the Share Sale Agreement dated 5 February 2016 detailed as specified in section 2.1.2 of this report. IFA is of the opinion that terms and/or conditions are fair and appropriate i.e. handing over the securities after the payment is completed and claim rights at maximum 100% of the purchase price.

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

Part 3 Summary of the Opinions by the Independent Financial Advisor

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

after the payment is completed and claim rights at maximum 100% of the purchase price in case that the Seller’s warranties are breached. In addition, there are other conditions that help to preserve the interests of the Company and also help the Company to be able to run the business smoothly after the transaction i.e. the Seller shall conduct BIGC’s business as same as before the signing date of the agreement, the Seller shall co-operate with the employment of the management and employee of BIGC during the transition, and the Seller shall not conduct the competing business in Thailand for 10 years.

Therefore, the shareholders should approve the transaction. However, the transaction also has disadvantages and risks which the shareholders should consider before casting the vote as follows:

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

default if the Company could not negotiate with financial institution in order to extend the term of loan or adjust the loan covenant.

3. The Company has risk of not receiving return from investment in BIGC as expected which may arise from various reasons such as: . Economic slowdown and/or disturbing situations which affect the consumer’s confidence level and purchasing power in the country and/or potential increase in competition of the modern retail business in the country from new entrants. However, according to the condition as per the Share Sell Agreement, the Seller who related to the Casino Group who is the leader in international retail business has agreed not to carry on or be engaged in any competing business in Thailand for 10 years from the closing date. . In case the operating performance of BIGC is deteriorate from the reduction of stores in hypermarket and supermarket format located on the long-term leased land which the lease agreement could not be extended at the end of the lease period, this shall affect the total sales of BIGC and BIGC also has to invest for additional store to compensate the ceased one In case that the overall performance of BIGC deteriorate from the aforementioned factors, this may lead to decrease in BIGC’s dividend payment in the future, and return from investment in BIGC of the Company shall be less than expected.

In this regards, the shareholders can consider additional advantages, disadvantages, and risk of entering into the transaction of acquisition of BIGC’s shares in Part 1 No. 1.2.2 of this report.

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

which in range of THB 576.3 to 1,083.3 million (detail on fair price valuation by the IFA appears in Part 2 No. 2.3.1 of this report) 5. Conditions on acquisition of C-Distribution Asia’s shares (detail appears on the summary of the Share Sell Agreement on Part 2 No. 2.1.2 of this report) are fair and appropriate i.e. handing over the securities after the payment is completed and claim rights at maximum 100% of the purchase price.

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

competition in e-commerce business. These may lead to impairment of the investment in case the return from investment in C-Distribution Asia is not as expected. In this regards, the shareholders can consider additional advantages, disadvantages, and risk of entering into the transaction of acquisition of C-Distribution Asia’s shares in Part 2 No. 2.2.2 of this report.

In this regard, the decision to cast a vote approving the entering into transaction shall be subjected to the shareholders’ discretion. The shareholders are advised to study the information and consider the reasons, advantages, disadvantages, risk factors, limitations and opinions on the factors relating to the entering into transaction attached hereto, and shall exercise the care before casting a vote to ensure that they are able to consider and approve the entering into transaction in an appropriate manner.

Maybank Kim Eng Securities (Thailand) PCL and Jaydee Partners Limited, as the Independent Financial Advisor of the Company, has performed the study and analysis with care in accordance with the professional standard and has provided the opinion based on the fair analysis of information by taking into consideration the benefits of all shareholders.

The opinion of the IFA is based on the information which has been received from the Company as well as interviews with the Company’s management, publicly available information and other relevant documents. The IFA assumes that all information received is truthful and correct. Therefore, if the said information is incorrect and/or is not truthful and/or has been significantly changed in the future, it will affect the opinion of the IFA. Therefore, the IFA is unable to certify or warrant the future impact that may arise to the Company and the shareholders. In addition, the opinion of the IFA is only to provide comments to the shareholders, and providing this opinion does not warrant the accomplishment of the transaction and any impact from the transaction to the Company.

This English report of the IFA’s opinion has been prepared solely for the convenience of foreign shareholders of the Company and should not be relied upon as the definitive and official document. The Thai language version of the IFA’s opinion is the definitive and official document and shall prevail in all aspects in the event of any inconsistency with this English Translation.

Yours Sincerely,

- Montree Sornpaisarn - - Jirayong Anuman-Rajadhon - (Mr. Montree Sornpaisarn) (Ms. Jirayong Anuman-Rajadhon) Chief Executive Officer Managing Partner/ Operation Controller Maybank Kim Eng Securities (Thailand) PCL, Jaydee Partners Limited, the Independent Financial Advisor the Independent Financial Advisor

- Thaveesith Santatikul - Operation Controller Maybank Kim Eng Securities (Thailand) PCL, the Independent Financial Advisor

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

Enclosure 1 : General Information of Berli Jucker Public Company Limited

1. Company Background

In 1882 Albert Jucker and Henry Sigg established a company in Thailand under the name Jucker and Sigg & Co. Originally, the BJC business was involved in being a trade representative for French, British, and Italian companies as well as other foreign insurance companies and banks. The Company was also engaged in rice milling and import and export activities. The Company was then changed into a majority owned Thai Limited Company under the name “Berli Jucker Co. Ltd”. The key historic milestones and events related to the Company’s investment in Vietnam are as follows:

2007 : A Change in BJC’s shareholder structure. Nakorncheun Company Limited, a subsidiary of Thai Charoen Corporation Group or TCC Group owned 83.50% of the total issued and offered shares after completion of a tender offer. 2008 : BJC acquired an entire stake in Jacy Foods Snd Bhd, a Malaysian manufacturer and distributor of potato chips and extruded snacks both in its domestic market and other Asian countries, including Singapore, Hong Kong, Philippines and Brunei. 2010 : . BJC entered into a joint venture with Owen-Illinois, one of the world largest glass manufacturers. The joint venture propelled Thai Glass Industries to become the largest glass manufacturer in Southeast Asia with a production capacity of up to 3,300 tons per day. . Thai Corp International (Vietnam) Company Limited (the Company’s subsidiary of indirect subsidiary) obtained an investment certificate to operate a business as an importer, exporter, and distributor of consumer products and other goods all over Vietnam. 2012 : . TBC-Ball Beverage Can Vietnam Limited, a manufacturer of aluminum cans and containers, started to operate. The firm is a joint venture between Thai Beverage Can Company Limited (the Company’s 50%-owned direct subsidiary) and Ball Corporation, one of the world’s leading aluminum can manufacturers. . BJC launched its own skincare products under the brand “Premedica”, which a manufacturing outsource to Korea. 2013 : . BJC invested in 75.00% of the charter capital of Ichiban Company Limited, a manufacturer and distributor of tofu/bean curd and related products in Vietnam. . BJC acquired a 65.00% stake in Thai An Vietnam Joint Stock Company (“Thai An”), a distributor, importer, exporter, wholesaler and retailer of consumer products in northern Vietnam. . BJC provided financial support to Phu Thai Group Joint Stock Company (“Phu Thai”), BJC’s subsidiary in acquiring the charter capital from the existing owner of a convenience store business in Vietnam. The support also included preliminary working capital for business expansion. At the end of 2013, Phu Thai’s portfolio included more than 60 convenience stores under “B’s mart” trade name. . BJC established its first health and beauty store under owned brand “Ogenki”. Ogenki’s main products comprise food supplements, vitamins, and other related beauty products. At the end of 2013, BJC owned 8 Ogenki stores in total. . BJC entered into a joint venture agreement with a business alliance to invest and operate as a business consultant for wholesale and retail of consumer products through BJC-Mpoint International Company Limited. This joint investment would enhance BJC’s business expansion as well as broaden sales and distribution channels of consumer goods in Thailand, Laos, and in other Southeast Asian countries. At the end of 2013, there were 17 “MPoint” convenient stores. 2014 : . BJC had closed the factory in Ratburana on 8 September 2014 while launch opening ceremony of new glass furnaces for TM3, at Thai Malaya Glass Co., Ltd. on 11 September 2014. The new glass furnace is acquired to reflect readiness and success of our manufacturing capacity toward increasing demand from customers, and to highlight

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

our strong determination to business expansion and steady growth with sustainable future. One way to gauge how effective our operative strategies have been, is through accolades and recognitions we have been granted from various institutions. BJC is acclaimed National Honor Award for “Best Factory: Labour Affairs and Welfares 2014” for seventh consecutive years. . BJC received “Outstanding Investor Relations Awards” in SET Awards 2014 of companies owning assets between 20,000 - 50,000 million baht.

As of 31 December 2015, BJC’s registered capital was THB 2,014,389,444, of which 2,014,389,444 shares were ordinary shares at THB 1.00 per share. The Company’s paid-up capital was THB 1,592,221,000, of which 1,592,221,000 shares were ordinary shares at THB 1.00 per share. In addition, as of 31 December 2015, the Company has the following debentures:

Berli Jucker Public Company Limited No.1/2011 Series 2 Due 2016 Bond type : Name registered, Unsubordinated, and Unsecured debentures with Debentures Holder's Representative. Distribution : Institutional investors, Major investors and/or Public investors Issue size : Not more than 1,000,000 units (THB 1,000,000,000) Initial par : THB 1,000 Current par : THB 1,000 Issue term : 5 years from the issue date Issue date : 31 May 2011 Maturity date : 31 May 2016 Interest rate : Fixed 3.98% p.a. Repayment : Repayment in full on the maturity date Interest payment : Every 6 month on 31 May and 30 November of each year. First interest date payment is on 30 November 2011. Residual value : THB 1,000,000,000 Redemption : Redemption of the bond will be transacted on the maturity date. Principle and Interest of the last period will be paid in full to the bondholder. Bond buyback : Issuer has the right to buy back its debenture from the secondary market any time, any place. The issuer must report the buy back to the bond registrar as soon as possible since this results in the termination of the said debentures and thereby the decrease in the company’s liabilities. Rating : A+ / TRIS (on 13 August 2014)

As of 31 December 2015, legal entities of which BJC owns at least 10.00% shares are as follows:

Table : Legal Entities BJC Owns At Least 10.00% of the Shares as of 31 December 2015 Ownership Company Registered Capital Paid-up Capital Type of Business Interest (%) Direct Subsidiaries Thai Glass Industries Public 98.59 1,170,000,000 1,170,000,000 Manufacturer of glass Company Limited THB THB containers Thai Malaya Glass Company 100 2,270,000,000 2,270,000,000 Manufacturer of glass Limited THB THB containers Thai Glass Technology 100 100,000,000 100,000,000 Seminar and training Company Limited THB THB center BJC Packaging Company 100 2,055,000,000 2,055,000,000 Investment Limited THB THB BJC Glass Company Limited 100 8,310,000 8,310,000 Investment, trading, (Incorporated in Hong Kong) HKD HKD import and export BJC Glass Vietnam Limited 100 15,822,000 15,822,000 Manufacturer of glass (Incorporated in Vietnam) USD USD containers Thai Beverage Can Limited 50.00001 1,500,000,000 1,500,000,000 Manufacturer of THB THB aluminum cans

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

Ownership Company Registered Capital Paid-up Capital Type of Business Interest (%) TBC-Ball Beverage Can 26.79 60,000,000 60,000,000 Investment Holding Limited USD USD (Incorporated in Hong Kong) TBC-Ball Beverage Can 26.79 1,170,000,000,000 585,000,000,000 Manufacturer of Vietnam Limited VND VND aluminum cans (Incorporated in Vietnam) Berli Jucker Foods Company 100 320,000,000 320,000,000 Manufacturer of snack Limited THB THB foods BJC Foods (Malaysia) Sdn 100 12,000,000 12,000,000 Manufacturer of snack Bhd (Incorporated in Malaysian Ringgit Malaysian Ringgit foods Malaysia) Thai Dairy Company Limited 100 1,185,200,000 1,185,200,000 Manufacturer and seller THB THB of yogurt and dairy products Berli Jucker Cellox Limited 94.84 900,000,000 900,000,000 Manufacturer of tissue THB THB products Rubia Industries Limited 99.85 70,000,000 70,000,000 Manufacturer of soap, THB THB cosmetics and confectionary Berli Jucker Logistics 100 50,000,000 50,000,000 Customs clearing, Company Limited THB THB warehousing, transportation and distribution services Thai Corp International 75 41,000,000 41,000,000 Investment Company Limited HKD HKD (Incorporated in Hong Kong) Thai Corp International 75 54,000,000,000 5,400,000,000 Distribution (Vietnam) Company Limited VND VND (Incorporated in Vietnam) BJIMK Company Limited 75 5,110,000 5,110,000 Distribution (Incorporated in Hong Kong) HKD HKD Ichiban Company Limited 75 30,000,000,000 30,000,000,000 Manufacturer of (Incorporated in Vietnam) VND VND soybean products Thai An Vietnam Joint Stock 65 600,000,000,000 600,000,000,000 Investment Company (Incorporated in VND VND Vietnam) Phu Thai Group Joint Stock 64.55 366,265,340,000 366,265,340,000 Sale of consumer Co. (Incorporated in VND VND products Vietnam) Phu Thai Telecommunication 64.49 50,000,000,000 50,000,000,000 Sale of consumer Joint Stock Co. (Incorporated VND VND products in Vietnam) Phu Thai Construction and 64.49 10,000,000,000 10,000,000,000 Sale of construction Investment Joint Stock Co. VND VND materials (Incorporated in Vietnam) Phu Thai Hanoi Trading Joint 64.49 19,000,000,000 19,000,000,000 Sale of consumer Stock Co. (Incorporated in VND VND products Vietnam) Phu Thai Can Tho 64.49 15,000,000,000 15,000,000,000 Sale of consumer Distribution Joint Stock Co. VND VND products (Incorporated in Vietnam) Phu Thai Food Vietnam 64.55 87,300,000,000 87,300,000,000 Sale of consumer Company Limited VND VND products (Incorporated in Vietnam) Phu Thai Food Central 64.55 5,000,000,000 5,000,000,000 Sale of consumer Vietnam One Member VND VND products Company Limited (Incorporated in Vietnam)

Phu Thai Food North 64.55 60,000,000,000 60,000,000,000 Sale of consumer Company Limited VND VND products (Incorporated in Vietnam)

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

Ownership Company Registered Capital Paid-up Capital Type of Business Interest (%) PT Food Distribution Joint 51.61 10,000,000,000 10,000,000,000 Sale of consumer Stock Co. (Incorporated in VND VND products Vietnam) Van Phu Export Import 64.55 1,900,000,000 1,900,000,000 Warehouse Trading Manufacturing VND VND Company Limited (Incorporated in Vietnam) Thai An Vietnam Trading 64.55 187,125,675,000 187,125,675,000 Retail Company Limited VND VND (Incorporated in Vietnam) Phu Thai Food Distribution 64.55 9,000,000,000 9,000,000,000 Sale of consumer Joint Stock Co. (Incorporated VND VND products in Vietnam) BJH Investment Company 100 200,000,000 50,000,000 Investment Limited THB THB BJC Healthcare Company 100 200,000,000 200,000,000 Distribution of Limited THB THB pharmaceutical products, medical equipment and supplies Montana Company Limited 100 500,000 500,000 Distribution of THB THB pharmaceutical products, medical equipment and supplies Cosma Medical Company 100 5,000,000 1,325,000 Distributor of Limited THB THB pharmaceutical products, medical equipment and supplies Montana Marketing 100 20,000,000 15,000,000 Distributor of Company Limited THB THB pharmaceutical products, medical equipment and supplies BJC & CF (Thailand) Company 51 30,000,000 15,000,000 Manufacturer and seller Limited THB THB of healthcare products Thai-Scandic Steel Company 100 586,000,000 586,000,000 Manufacturer of Limited THB THB galvanized steel structures BJC Industrial and Trading 100 250,000,000 250,000,000 Sale of imaging Company Limited THB THB products, stationery and construction supplies Berli Jucker Specialties 99.15 63,785,000 63,875,000 Sale of chemicals Limited THB THB BJC Specialties Company 100 200,000,000 50,000,000 Sale of non-alcoholic Limited THB THB drinks BJC International Company 100 1,120,568,027 1,120,568,027 Distribution Limited (Incorporated in HKD HKD Hong Kong) BJC International (Vietnam) 100 34,000,000 14,000,000 Distribution Limited (Incorporated in USD USD Vietnam) BJC International (Myanmar) 100 50,000 50,000 Consulting services in Company Limited USD USD product analysis and (Incorporated in Myanmar) data collection BJC International Holding 100 9,999 9,999 Investment Pte. Ltd. (Incorporated in EUR EUR Singapore)

BJC Logistics and Warehouse 100 1,611,000,000 1,611,000,000 Investment Company Limited THB THB Asia Books Company Limited 100 301,724,000 301,724,000 Retailer of books and THB THB magazines

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

Ownership Company Registered Capital Paid-up Capital Type of Business Interest (%) BJC Ogenki Limited (formerly 100 142,100,000 142,100,000 Manufacturer of health known as BJC Journal THB THB and beauty products Holdings Company Limited) BJC-Mpoint International 51 132,600,000 132,600,000 Wholesaler and retailer Company Limited THB THB BJC-Mpoint (Hong Kong) 100 4,300,000 4,300,000 Consultant service in Company Limited USD USD management of (Incorporated in Hong Kong) franchise and trade BJC-MPM (Lao) Sole 51 25,506,000,000 25,506,000,000 Consultant service in Company Limited Laotian Kip Laotian Kip trade and investment (Incorporated in Laos) BJC Commerce Company 100 31,000,000 31,000,000 E-commerce Limited THB THB TCC Technology Company 51 430,000,000 180,000,000 Rendering of Limited THB THB information technology services Cosma Trading Company 100 1,000,000 1,000,000 Distributor of Limited THB THB pharmaceutical products, medical equipment and supplies Rubia Investments Limited 100 30,000,000 30,000,000 Investment (Incorporated in British THB THB Virgin Islands) Distri-Thai Limited 100 11,000,000 11,000,000 Retailer of books and THB THB magazines Jointly-controlled Entities BJC O-I Glass Pte. Limited 50 245,826,002 245,826,002 Investment (Incorporated in Singapore) USD USD Malaya Glass Products Sdn 50 100,000,000 55,172,225 Manufacturer of glass Bhd (Incorporated in Malaysian Ringgit Malaysian Ringgit containers Malaysia) Malaya-Vietnam Glass 35 772,800,000,000 322,209,160,000 Manufacturer of glass Limited (Incorporated in VND VND containers Vietnam) Associates Berli Asiatic Soda Company 50 40,000,000 40,000,000 Import and distribution of Limited THB THB soda ash Berli Dynaplast Company 49 303,933,400 303,933,400 Manufacturer of rigid Limited THB THB plastic containers Gaew Grung Thai Company 24.65 320,000,000 320,000,000 Trading cullets, glass Limited THB THB bottle, plastics and used supplies Discontinued Entities Berli Jucker (Myanmar) 100 1,000,000 615,000 Dormant Limited (Incorporated in MMK MMK Myanmar) Marble & Stones Company 100 99,800,000 99,800,000 Dormant Limited THB THB BJC Consumer Company 100 2,000,000 2,000,000 Dormant Limited THB THB BJC Marine Resources 50 100,000,000 94,400,000 Dormant Development Company THB THB Limited Source : The Company 2. Overall Business Operations

BJC and the subsidiaries (“the Group”) specialize in manufacturing, marketing, sales and distribution as well as the provision of other services. The 4 major business groups are as follows:

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

2.1 Packaging Supply Chain The 3 types of businesses in this group include: 2.1.1 Glass Packaging BJC manufactures a broad range of glass packaging including both reusable and lightweight types of narrow-mouth and wide-mouth bottles. The Glass Product Division is responsible for marketing and distributing all glass products manufactured by Thai Glass Industries Public Company Limited (“TGI”) and Thai Malaya Glass Company Limited (“TMG”). The Group also offers imported glass products such as lug cap or twist-off types of narrow-mouth and wide-mouth bottles. In addition, the Company teamed with Owens-Illinois Inc., the world’s largest glass container manufacturer from USA, to form a joint venture namely BJC O-I Glass Pte. Ltd. (“BJC O-I”) to acquire stake in Malaya Glass Products Sdn Bhd (“MGP”) and Malaya Vietnam Glass Limited (“MVG”). All glass bottle containers manufactured by MGP and MVG, including those for beer, liquor, wine, soda, soft drinks, energy drink, and food products, are marketed to large industry groups both domestically and internationally. 2.1.2 Aluminum Can Packaging BJC conducts its aluminum can production and distribution business through Thai Beverage Can Company Limited ("TBC"). TBC manufactures both cans and lids with customization of product printing for customers. In addition, BJC has another factory in Vietnam which was jointly established by TNC and Ball Corporation, a leading manufacturer of packaging products from USA, under TBC-Ball Beverage Can Vietnam Limited ("TBC-BALL VN"). Apart from being a manufacturer and distributor of aluminum beverage cans, TBC-BALL VN also imports and distributes aluminum beverage can lids. 2.1.3 Plastic Container Packaging BJC operates its plastic container packaging business through Berli Dynaplast Company Limited, a manufacturer, distributor and developer of plastic molds and plastic bottles, boxes and lids. Services include trademark printing, sticker applying and label printing on plastic containers for various kinds of products.

2.2 Consumer Supply Chain The business operation of Consumer Supply Chain covers the whole value chain - manufacturing, marketing and distributing the Company’s own products and customers’ products. Products are marketed in the domestic and Southeast Asian country markets. The Consumer Supply Chain business comprises subgroups as follows: 2.2.1 Food Group o Berli Jucker Foods Company Limited (“BJF”) manufactures snack foods and drinks under a variety of brands as follows: (1) Party caramel-coated yam chips and popcorn; (2) Tasto fried potato chips; (3) Campus chocolate-coated snacks and chocolate drink; (4) Dozo rice crackers and fried seaweed; and (5) Karamucho Japanese potato chips. o BJC Foods (Malaysia) Sdn. Bsd. ("BJFM") manufactures fried potato chips under the Wise, Tasto and Calbee brands for external customers. o Thai Dairy Company Limited manufactures fermented milk and yoghurts under the Activia brand. o Food Products Division handles marketing and distribution for the Group’s food businesses both domestically and internationally. The Division provides total solution services on marketing and advertising and also distributes products for external customers. 2.2.2 Personal Care and Household Products o Berli Jucker Cellox Company Limited ("CPC”) manufactures tissue paper products under both the Group's brands, including Cellox, Belle, Maxmo and BJC Hygienist, and retail brands. o Rubia Industries Company Limited manufactures soap, shampoo, cosmetics, candies and chocolate products for the Group and external customers. o Personal Care & Household Products Division collaborates to market, distribute, and advertise the Group's personal care and household products for local and international markets. The Division also provides marketing, advertising, and devises distribution plans for external customers. The personal care and household products group can be divided into

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

three types, including personal care products, household products, and personal care and household products that the Company sells for other domestic and foreign manufacturers. 2.2.3 Warehousing and Logistics Service Berli Jucker Logistics Company Limited (“BJL”) provides warehousing and logistics service to the Group’s customers as well as external clients. The core service is divided into four major categories: (1) warehousing; (2) transportation; (3) customs brokerage and freight forwarding (License no. 208); and (4) supply chain and logistics solutions. 2.2.4 Manufacturing and Sales in Vietnam o Thai Corp International (Vietnam) Company Limited (“TCI-VN”) holds investment licenses (No. 411043001315 / 17 May2010) from the Vietnamese government for the import and export, sales and distribution of consumer and other goods throughout Vietnam. o Ichiban Company Limited (“Ichiban”) manufactures and markets tofu products under the Ichiban corporate brand and holds investment certificate No.412023000408. The products are divided into four categories: (1) Tafu and Fuji San white tofu; (2) Tafu and Fuji San egg tofu; (3) Tau Hu Non and Tau Hu OME soft tofu; and (4) Tau Hu Momen Chien firm tofu. o Thai An Group ("TAG") handles sales and the distribution of consumer products manufactured in Vietnam as follows: (1) household products including electric rice cookers and stoves, cement products, household cleaning products, and personal care products; and (2) consumer products including milk products, food and snacks. 2.2.5 Stationery and Lifestyle Products o Department of Stationery and Office Equipment imports and distributes related products both made in Thailand i.e. Scotch® and Post-it® under 3M brand, notebooks and paper from Double A, as well as products imported from Germany i.e. STABILO stationery, glue, stationery and repairing products from UHU including stationery and office equipment from China. The target groups are government authorities, offices, educational institutes, students and private customers. o Electronic Product Department acts as a sales agent and to do the marketing for electronics products such as mobile phones, tablets, laptops, electronics appliances for household and office usage under trade mark of other companies i.e. Samsung, Apple, Electrolux, LG, Sony, Dell, Toshiba, Panasonic etc. The mentioned products are acquired directly from manufacturers and from other dealers. The Company also has three complementary businesses as follows: (1) customer service; (2) photography service; and (3) educational innovation service.

2.3 Healthcare & Technical Supply Chain 2.3.1 Healthcare Supply Chain Pharmaceutical and Medical Innovation Divisions imports, markets and distributes pharmaceutical products and medical supplies as follows: o Pharmaceutical Division markets pharmaceutical products which include: (1) pharmaceutical drug such as pharmaceuticals from Biosidus S.A. (Hemax, Neutromax and Bioferon), Daito Corporation (Mecobalamin – Daito), Bio products Laboratory (Zenalb), Astellas (Cefspan), SciGen (Gensulin and Scitropin A), Pierre Fabre (Permixion, Ossopan and Ixel), Teijin (Bon- One, Schwabe and Tebonin), Hugel (Botulax), and Eurodrug; and (2) pharmaceutical products such as pharmaceuticals from Taiko Pharmaceutical (Japan), healthcare products from 3M (USA), condoms from Ansell (Australia), healthcare products from Cocokara (Japan), food supplements, and cosmetics products. o Medical Innovation Division comprises three main business units which are: (1) Medical Innovation Technology; (2) Surgery; and (3) Life Care Solutions. 2.3.2 Technical Supply Chain o Specialties Division specializes in imported high-quality ingredients and additives for foods and beverages, cosmetics, and industrial chemicals from prominent manufacturers worldwide. o Engineering Department is in charge of design and installation of industrial products for local customers, international companies and government authorities, as well as professional

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

consulting and after-sale service. Products are imported and can be classified into three categories as follows: (1) material handling; (2) logistics and warehouse equipment; and (3) Gas Generator. o Printing Department is in charge of marketing and distributing of high quality printing supplies. The main customers are from printing industry. o Thai-Scandic Steel Company Limited ("TSS") is a renowned steel fabricator focusing on high voltage transmission line towers, telecommunication towers, and general steel structure. TSS provides a comprehensive range of complete engineering design, and fabrication facilities to both local and global markets. o Berli Asiatic Soda Company Limited ("BAS") acts as a sales agent for industrial chemicals products. BAS’s main product is sodium carbonate or soda ash, which is raw material used in the manufacturing of glass bottles, ceramics, glass, detergents chemicals and other industrial products.

2.4 Other Business Group 2.4.1 International Business International Business Division is located in BJC’s head quarter in Thailand with 4 regional offices in Vietnam, Myanmar, Laos and Cambodia. The Division plays an important role in building foundation of overseas business operations, multi-distribution networks and exploring investment opportunities for the Company in ASEAN. The division helps business units to expand their existing markets and strengthen BJC’s business operations including investments in the region. The key roles and functions of regional offices are to record changing market behaviors and laws/ regulations for BJC and its affiliates, to proactively engage with local business partners and to build relationship with local investors, government authorities and private sector, which is vital for business expansion in ASEAN. 2.4.2 Retail Business o Asia Books Company Limited ("AB") imports and distributes books and magazines in Thai and foreign languages as well as co-publishes with Thai and international publishers. Apart from being the sole exclusive distributor of foreign language magazines and newspapers in Thailand, Asia Books has lifestyle products i.e. stationery, note books, products related to education and development that encourage creativity and learning skills for children of all ages. o BJC Ogenki Company Limited ("BJO") operates Japanese style beauty and wellness retail stores under “Ogenki” brand offering more than 5,000 items of health & beauty products. The products and services include personal care, skincare and dermatological products, general cosmetics, beauty accessories, vitamins, dietary supplements, over-the-counter drugs and dispensary under supervision of licensed pharmacists. Ogenki also offers special services for facial skin testing and facial skin care by professional advisers. o E-Commerce Department and BJC Commerce Company Limited ("BJCC") designated to operate in E-commerce field with distribution and sales through online media: websites and smartphones for both wholesale and retail businesses. 2.4.3 Other Businesses T.C.C. Technology Company Limited ("TCCT") operates commercial data centers (primary and secondary sites) for enterprises. TCCT emphasizes on commercial data center businesses with core business offerings that are: o Infrastructure Services includes co-location, Business Continuity Center services, International Gateway–fiber highway and Network Connectivity. o Enterprise Business/ Cloud Services include ERP - SAP Cloud Services, Microsoft - Microsoft Hosted Services, Virtual Private Server Hosted Services, and Turnkey Consulting & IT Outsourcing Services.

The following table exhibits the revenue structure of BJC and its subsidiaries for the year 2013 – 2015.

Table : Revenue Structure of BJC and Its Subsidiaries for the Year 2013 – 2015

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

% of 2013 (Restated) % of 2014 (Restated) % of 2015 Business Group / Shareholding Mil. Shareholding Mil. Shareholding Mil. Operated By % % % Investment THB Investment THB Investment THB Packaging Supply Chain Berli Jucker Public Holding Holding Holding 6,019 14.24 4,744 11.38 1,172 2.73 Company Limited Company Company Company Thai Glass Industries Public Company 98.59% 7,060 16.72 98.59% 6,358 15.25 98.59% 5,553 12.95 Limited Thai Malaya Glass 100.00% 3,987 9.44 100.00% 5,123 12.29 100.00% 8,982 20.94 Company Limited Thai Beverage Can 50.00% 5,167 12.24 50.00% 5,552 13.32 50.00% 6,493 15.14 Company Limited TBC-Ball Beverage 26.79% 738 1.75 26.79% 873 2.09 26.79% 829 1.93 Can Holding Limited TBC-Ball Beverage 26.79% 1,654 3.92 26.79% 1,914 4.59 26.79% 2,256 5.26 Can Vietnam Limited Malaya-Vietnam 35.00% 569 1.35 ------Glass Limited Malaya Glass 50.00% 1,014 2.40 ------Products Sdn Bhd BJC International 100.00% 28 0.07 100.00% 54 0.13 100.00% 29 0.07 (Vietnam) Limited BJC International 100.00% 9 0.02 100.00% 28 0.07 100.00% 18 0.04 Company Limited BJC Packaging 100.00% - - 100.00% - - 100.00% 72 0.17 Company Limited Thai Glass Technology Company 100.00% - - 100.00% 19 0.04 100.00% 30 0.07 Limited 26,245 62.15 24,665 59.16 25,434 59.30 Less BJC Intra-firm (8,497) (20.12) (8,192) (19.65) (7,742) (18.05) Trade 17,748 42.03 16,473 39.51 17,692 41.25 Consumer Supply Chain Berli Jucker Public Holding Holding Holding 9,077 21.50 8,797 21.10 8,636 20.13 Company Limited Company Company Company Berli Jucker Foods 100.00% 2,620 6.20 100.00% 2,365 5.66 100.00% 2,203 5.13 Company Limited Thai Dairy Company Limited (formerly known as BJC 51.00% 651.00 1.54 51.00% - - 100.00% 317 0.74 Danone Dairy Company Limited) BJC Foods (Malaysia) 100.00% 384 0.91 100.00% 344 0.83 100.00% 310 0.72 Sdn. Bhd. Berli Jucker Cellox 94.84% 2,591 6.14 94.84% 2,506 6.01 94.84% 2,465 5.75 Limited Rubia Industries 99.85% 1,841 4.36 99.85% 1,999 4.79 99.85% 1,959 4.57 Limited Berli Jucker Logistics 100.00% 709 1.68 100.00% 750 1.80 100.00% 852 1.99 Company Limited Thai Corp International 75.00% 1,114 2.64 75.00% 1,264 3.03 75.00% 1,389 3.24 (Vietnam) Company Limited BJC International (Vietnam) Limited 100.00% 32 0.08 100.00% 29 0.07 100.00% 35 0.08

Ichiban Company 75.00% 80 0.19 75.00% 92 0.22 75.00% 111 0.26 Limited Thai An Group 65.00% 2,609 6.17 65.00% 3,313 7.95 65.00% 3,485 8.12 21,708 51.41 21,459 51.46 21,762 50.73 Less BJC Intra-firm (6,959) (16.48) (6,230) (14.94) (6,345) (14.79) Trade 14,749 34.93 15,229 36.52 15,417 35.94 Healthcare & Technical Supply Chain Berli Jucker Public Holding Holding Holding 5,857 13.87 4,744 11.38 4,439 10.35 Company Limited Company Company Company BJC Healthcare 100.00% 677 1.60 100.00% 1,572 3.77 100.00% 1,996 4.65 Company Limited Montana Company 100.00% 48 0.11 100.00% 61 0.15 100.00% 94 0.22

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

% of 2013 (Restated) % of 2014 (Restated) % of 2015 Business Group / Shareholding Mil. Shareholding Mil. Shareholding Mil. Operated By % % % Investment THB Investment THB Investment THB Limited Cosma Medical 100.00% 646 1.53 100.00% 1,044 2.51 100.00% 1,599 3.73 Company Limited BJC Ogenki Limited 100.00% 8 0.02 100.00% 55 0.13 100.00% 55 0.13 Thai-Scandic Steel 100.00% 509 1.21 100.00% 1,456 3.49 100.00% 579 1.35 Company Limited BJC Industrial and Trading Company 100.00% 10 0.02 100.00% 1 - 100.00% 2 - Limited Berli Jucker Specialties Company 99.15% 135 0.32 99.15% 176 0.42 99.15% 170 0.40 Limited BJC Specialties - - - 100.00% - - 100.00% 2 - Company Limited BJC International 100.00% 80 0.19 100.00% 88 0.21 100.00% 86 0.20 Company Limited BJC International 100.00% 41 0.10 100.00% 48 0.12 100.00% 61 0.15 (Vietnam) Limited 8,011 18.97 9,245 22.18 9,083 21.18

Less BJC Intra-firm (688) (1.63) (1,440) (3.46) (1,879) (4.38) Trade 7,323 17.34 7,805 18.72 7,204 16.80 Other Business Group Berli Jucker Public Holding Holding Holding 1,048 2.48 1,051 2.52 916 2.13 Company Limited Company Company Company BJC International 100.00% - - 100.00% - - 100.00% - - Company Limited BJC International 100.00% - - 100.00% - - 100.00% - - (Vietnam) Limited Asia Books Company 100.00% 994 2.35 100.00% 914 2.19 100.00% 865 2.02 Limited Distri-Thai Limited 100.00% 7 0.02 100.00% 1 - 100.00% - - BJC Commerce 100.00% - - 100.00% - - 100.00% 17 0.04 Company Limited TCC Technology 51.00% 667 1.58 51.00% 579 1.39 51.00% 724 1.69 Company Limited BJC-Mpoint (International) 51.00% 28 0.07 ------Company Limited BJC-MPM (Lao) Sole 51.00% 13 0.03 ------Company Limited Thai An Vietnam Trading Company 64.55% 34 0.08 64.55% 358 0.86 64.55% 482 1.12 Limited 2,791 6.61 2,903 6.96 3,004 7.00

Less BJC Intra-firm (77) (0.18) (42) (0.10) (57) (0.13) Trade 2,714 6.43 2,861 6.86 2,947 6.87

Total 42,534 100.73 42,368 101.61 43,260 100.86 Less BJC Intra-firm (308) (0.73) (673) (1.61) (367) (0.86) Trade Total Group 42,226 100.00 41,695 100.00 42,893 100.00 Source : The Company

3. Board of Directors

As of 31 December 2015, the Board of Directors of BJC is as follows:

Table : Board of Directors as of 31 December 2015 Name Position 1. Mr. Charoen Sirivadhanabhakdi Chairman/ Chairman of Executive Board 2. Khunying Wanna Sirivadhanabhakdi Vice Chairman 3. Mr. Aswin Techajareonvikul Director/ President 4. Mr. Thirasakdi Nathikanchanalab Director

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

Name Position 5. Mr. Chaiyut Pilun-Owad Director 6. Mr. Sithichai Chaikriangkrai Director 7. Mr. Thapana Sirivadhanabhakdi Director 8. Mrs. Thapanee Techajareonvikul Director 9. Mr. Panot Sirivadhanabhakdi Director 10. Mr. Prasert Maekwatana Director 11. Ms. Potjanee Thanavaranit Independent Director 12. Mr. Rungson Sriworasat Independent Director 13. Mr. Prasit Kovilailool Independent Director/ Chairman of Audit Committee 14. Mr. Weerawong Chitmittrapap Independent Director/ Audit Committee Member 15. Police General Krisna Polananta Independent Director/ Audit Committee Member Source : The Company

Duly authorized directors, who jointly sign and affix the company’s seal, can be any two directors from the Board of Directors, except Mr. Prasit Kovilaikool, Mr. Weerawong Chittmittrapap, Ms. Potjanee Thanavaranit, Police General Krisna Polananta, and Mr. Rungson Sriworasat.

4. Shareholders

A list of BJC’s major shareholders as of 31 December 2015 is as follows:

Table : Major Shareholders as of 31 December 2015 Number of Shareholders % of Total Shares Shares 1. TCC Corporation Company Limited1/ 1,175,584,220 73.83 2. DBS BANK LTD 85,651,600 5.38 3. Bualuang Long-Term Equity Funds 42,591,700 2.67 4. Bualuang Long-Term Equity Funds 75/25 33,526,800 2.11 5. Social Securities Office 16,624,300 1.04 6. Bualuang Flexible RMF 16,376,800 1.03 7. Electricity Generating Authority of Thailand 10,488,600 0.66 Registered Provident Fund 8. Bualuang Top Ten Open-end Fund 9,888,400 0.62 9. Bualuang Equity RMF 8,357,300 0.52 Note : 1/ The above shareholders have significant influence on the company’s management policy or operation. TCC Holding Company Limited is an investment company whose shareholders comprise 1) TCC Group International Limited, holding 489,906,880 shares (48.99%); 2) Mr. Charoen Sirivadhanabhakdi, holding 254,951,450 shares (25.50%); and 3) Khunying Wanna Sirivadhanabhakdi, holding 254,574,750 shares (25.46%). TCC Corporation Company Limited changed its name to TCC Holding Company Limited on 2 February 2016 Source : The Company and www.set.or.th

5. Summary of Financial Statements and Operating Performance

The following table provides a summary of financial information in accordance with BJC’s financial statements, audited and/or reviewed by Deloitte Touche Tohmatsu Jaiyos Company Limited, for the years ended 31 December 2013 – 2015.

Table : Summary of Financial Statements and Operating Performance for the Fiscal Year 2013 – 2015 Statement of Financial Position Consolidated 2013 2014 (Unit : Mil. THB) 2015 (Restated) (Restated)

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Statement of Financial Position Consolidated 2013 2014 (Unit : Mil. THB) 2015 (Restated) (Restated) Current assets Cash and cash equivalents 1,378.76 1,123.40 1,130.36 Trade and other receivables 8,663.67 9,200.58 9,770.68 Short-term loans to related parties - 120.00 Inventories 7,972.23 7,410.41 7,243.64 Other current assets 72.07 28.52 115.63 Total current assets 18,086.74 17,762.92 18,380.32 Non-current assets Investments in associates and other long-term investments 3,534.71 3,534.67 3,420.31 Leasehold 498.71 475.81 456.86 Investment properties 106.56 122.42 112.62 Property, plant and equipment 16,739.19 18,042.06 18,589.28 Goodwill 2,187.54 2,187.54 2,187.54 Other intangible assets 672.72 607.44 714.80 Deferred tax assets 507.72 517.67 557.53 Other non-current assets 176.51 177.80 281.29 Total non-current assets 24,423.64 25,665.42 26,320.24 Total assets 42,510.37 43,428.33 44,700.56 Liabilities and shareholders’ equity Current liabilities Short-term loans from financial institutions 3,385.39 5,529.31 3,668.38 Trade and other payables 7,946.23 7,473.72 7,554.33 Current portion of long-term loans 536.70 2,752.52 2,853.04 Current portion of debentures 1,597.21 1,899.59 999.77 Income tax payables 220.82 217.55 208.74 Other current liabilities 32.21 331.11 29.23 Total current liabilities 13,718.56 18,203.80 15,313.49 Non-current liabilities Long-term loans from financial institutions 7,338.85 5,051.02 7,454.03 Debentures 2,898.11 999.54 - Deferred tax liabilities 452.24 454.36 463.82 Employee benefit obligations 624.78 581.59 603.85 Other non-current liabilities 124.04 121.04 115.00 Total non-current liabilities 11,438.02 7,207.55 8,636.70 Total liabilities 25,156.58 25,411.35 23,950.19 Shareholders’ equity Registered share capital 1,668.13 2,014.39 2,014.39 Issued and paid-up share capital 1,590.44 1,592.22 1,592.22 Share premium 3,216.56 3,302.75 3,302.75 Warrant 115.44 177.71 253.72 Retained earnings 9,765.18 10,229.15 12,065.68 Other components of shareholders' equity (120.27) (304.46) (151.80) Total shareholders' equity attributable to owners of the 14,567.36 14,997.37 17,062.57 Company Non-controlling interests 2,786.43 3,019.61 3,687.80 Total shareholders’ equity 17,353.80 18,016.98 20,750.37 Total liabilities and shareholders’ equity 42,510.37 43,428.33 44,700.56

Income Statement Consolidated 2013 2014 (Unit : Mil. THB) 2015 (Restated) (Restated) Revenue Revenue from sale of goods and rendering of services 42,226.37 41,695.23 42,892.78 Other income 613.05 704.47 1,616.43 Total revenue 42,839.42 42,399.70 44,509.22

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Income Statement Consolidated 2013 2014 (Unit : Mil. THB) 2015 (Restated) (Restated) Cost of sale of goods and rendering of services 32,131.33 32,362.61 33,071.26 Selling and administrative expenses 7,016.59 7,011.28 7,179.39 Finance costs 575.18 555.64 492.51 Total expenses 39,723.10 39,929.53 40,743.16 Share of profits (loss) from investments in associates and joint 64.93 (26.23) 87.10 ventures Profit before income tax expense 3,181.25 2,443.94 3,853.15 Income tax expense 566.58 397.78 400.07 Profit for the years 2,614.67 2,046.16 3,453.08

Statement of Cash Flows Consolidated (Unit : Mil. THB) 2013 2014 2015 (Restated) Net cash provided by operating activities 3,908.30 4,396.03 4,693.18 Net cash used in investing activities (4,867.13) (3,284.16) (1,611.05) Net cash provided by (used in) financing activities 651.37 (1,351.84) (3,151.07) Net decrease in cash and cash equivalents (307.46) (239.97) (68.94)

Consolidated Financial Ratios 2013 2014 2015 (Restated) Current ratio (times) 1.32 0.98 1.20 Quick ratio (times) 0.74 0.57 0.73 Average account receivable (days) 61 66 69 Average inventory (days) 83 86 80 Average account payable (days) 52 53 51 Cash Cycle (days) 92 98 98 Profitability Ratio Gross profit margin (%) 23.91% 22.38% 22.90% Operating profit margin (%) 8.62% 7.14% 9.57% Net profit margin (%) 5.66% 3.96% 6.27% Return on equity (%) 17.15% 11.36% 17.42% Efficiency Ratio Return on assets (%) 5.71% 3.87% 6.25% Return on fixed assets (%) 25.06% 20.10% 25.61% Asset turnover (times) 1.06 0.99 1.01 Financial Policy Ratio Debt to equity ratio (times) 1.45 1.41 1.15 Interest coverage ratio (times) 5.22 4.02 6.67

Explanation and Assessment of Financial Statements and Overall Operating Performance

BJC’s operating performance can be analyzed based on its business groups as follows:

Revenue from Packaging Supply Chain In 2013 – 2015, BJC’s sales of Packaging Supply Chain were THB 17,748 million (restated), THB 16,473 million, and THB 17,692 million, respectively. These figures represent a decrease of THB 1,275 million or 7.20% in 2014 and an increase of THB 1,219 million or 7.40% in 2015. The growth was attributed to increased sales of alcoholic beverages from Glass Packaging business, and increased sales of energy drinks in Thailand and soft drinks in Vietnam from Aluminum Can business.

Revenue from Consumer Supply Chain In 2013 – 2015, BJC’s sales of Consumer Supply Chain totaled THB 14,749 million (restated), THB 15,229 million, and THB 15,417 million, respectively. This represents sales growth of THB 480 million or 3.3% in 2014

The opinions of IFA on the acquisition of assets (For the purpose of translation only) and THB 188 million or 1.2% in 2015, compared to the previous years. The increase was due to growth in Logistics and International Trading groups.

Revenue from Healthcare and Technical Supply Chain In 2013 – 2015, BJC’s sales of Healthcare and Technical Supply Chain were THB 7,323 million (restated), THB 7,805 million, and THB 7,204 million, respectively. In 2014 the sales increased by THB 482 million or 6.6% from the previous period. The increase was contributed by the bakery related chemical products and by the Galvanized Steel Structure business with BJC’s ability to obtain more turnkey contracts during the year. However, in 2015 the sales decreased by THB 601 million or 7.7% owing to a decline in sales of Technical Supply Chain.

Gross Profit In 2013 – 2015, BJC’s gross profit were THB 10,095 million, THB 9,333 million, and THB 9,822 million, or equivalent to gross profit margin of 23.9%, 22.4%, and 22.9%, respectively. In 2014, gross profit decreased by THB 762 million or 7.6% from the previous year. The decrease was due to higher costs of cullet and energy used in Packaging Supply Chain and higher costs of potatoes and energy used in Consumer Supply Chain. In 2015, gross profit increased by THB 489 million or 5.2% from the previous year due to declining costs of raw materials such as cullet, palm oil, and energy.

Selling and Administrative Expenses In 2013 – 2015, BJC’s selling and administrative expenses were THB 7,017 million, THB 7,011 million, and THB 7,179 million, respectively. These figures represent a decrease of THB 5 million or 0.1% in 2014 and an increase of THB 168 million or 2.4% in 2015. The increase was due to more intense competition in Consumer Supply Chain during the first three quarters of 2015.

Net Profit In 2013 – 2015, BJC’s net profit after non-controlling interests totaled THB 2,426 million, THB 1,680 million, and THB 2,792 million, respectively. In 2014, net profit decreased by THB 746 million or 30.8% from the previous year. The decrease was due to decreased sales of Packaging Supply Chain and higher raw material costs as mentioned above. On the other hand, in 2015 net profit increased by THB 1,112 million or 66.2% from the previous year. The growth was primarily due to three extra items: (1) net bargain purchase gain from the acquisition of Thai Dairy Company in 2nd quarter of 2015 equivalent to THB 343 million; (2) the decrease in amount due to the former major shareholder of an indirect subsidiary under the Share Sale and Purchase Agreement in amount of THB 344 million in 3rd quarter of 2015; and (3) an extra gain realization of the previous two transactions in amount of THB 29.7 million in 4th quarter of 2015. Excluding those items, normalized net profit in 2015 still improved as a result of lower raw material costs, lower energy costs and improved manufacturing efficiency.

Financial Status Total Assets As of 31 December 2013 – 2015, BJC’s total assets amounted to THB 42,510 million, THB 43,428 million, and THB 44,701 million, respectively. These figures represent increases of THB 918 million or 2.2% in 2014 and THB 1,272 million or 2.9% in 2015, compared to the previous years. Property, plant and equipment made up the majority of BJC's total assets with the amounts of THB 16,739 million, THB 18,042 million, and THB 18,589 million as of 31 December 2013 – 2015 respectively. These figures represented 39.4%, 41.5%, and 41.6% of total assets in each year. In addition, as of 31 December 2013 – 2015, BJC’s trade and other receivables amounted to THB 8,664 million, THB 9,201 million, and THB 9,771 million respectively, which represented 20.4%, 21.2%, and 21.9 % of total assets in each year.

Total Liabilities As of 31 December 2013 – 2015, BJC’s total liabilities were THB 25,157 million, THB 25,411 million, and THB 23,950 million, respectively. As of 31 December 2014, total liabilities increased by THB 255 million or 1.1% from the previous year. Short-term loans increased by THB 1,668 million to be used as operating working capital whilst debentures and long-term loans decreased by THB 2,112 million. In addition, as of 31

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

December 2015 BJC’s total liabilities decreased by THB 1,461 million or 5.8% from the previous year due to debt repayment of THB 1,861 million. Long-term loans from financial institutions made up the majority of BJC's total liabilities with the amounts of THB 7,876 million, THB 7,804 million, and THB 10,307 million as of 31 December 2013 – 2015 respectively. These figures represented 31.3%, 30.7%, and 43.0% of total liabilities in each year.

Shareholders’ Equity As of 31 December 2013 – 2015, BJC’s shareholders’ equity were THB 17,354 million, THB 18,017 million, and THB 20,750 million, respectively. These figures represented increases of THB 663 million or 3.8% in 2014 and THB 2,733 million or 15.2% in 2015 due to increased retained earnings during the years..

In addition, as of 31 December 2013 – 2015 BJC’s debt to equity ratios were 1.4 times, 1.4 times, and 1.2 times respectively. The decrease was due to repayment of debentures and long term loans.

Liquidity BJC’s net cash flows from operating activities in 2013 – 2015 were THB 3,908 million, THB 4,396 million, and THB 4,693 million, respectively. The majority of these cash flows were from profit before income tax expense with the amounts of THB 3,181 million, THB 2,444 million, and THB 3,853 million, respectively. In 2013 – 2015, BJC’s net cash flows used in investing activities were THB 4,867 million, THB 3,284 million, and THB 1,611 million, respectively. The majority of these cash flows were used for purchases of property, plant and equipment with the amounts of THB 3,656 million, THB 3,323 million, and THB 1,705 million, respectively. Net cash flows provided by financing activities in 2013 were THB 651 million and those used in financing activities in 2014 – 2015 were THB 1,351 million and THB 3,151 million respectively. Repayment of debentures and long-term loans from financial institutions and payment of dividends and interests made up the majority of net cash flows used in financing activities.

6. Industry Review

Currently, BJC’s core business consists of Packaging Supply Chain, Consumer Supply Chain, Healthcare and Technical Supply Chain, and Other Business (International Business, Retail Business, and Information Technology Business). Thus, the growth of the domestic and ASEAN regions, which are the key target markets for BJC’s main business groups, are factors affecting the growth of the Group, which manufactures and provides services from upstream to downstream as well as distributing consumer products.

Thailand Economies o Thailand Economic Overview in 2015 Data from the Bank of Thailand showed that the Thai economy expanded approximately 2.8% in 2015. In the 4th quarter of 2015 the Thai economy recovered at a gradual pace, mainly supported by government spending which continued to be well disbursed and private consumption. Despite falling farm income, the steady growth in non-farm income together with the persistent decreases in energy prices have partly supported households’ purchasing power. Consumer confidence has also improved. As a result, spending on non-durable necessity goods and services, such as fuel and consumer products used in daily life, continued to expand moderately. In addition, at the end of 2015 the private consumption was boosted by the government’s stimulus policies which allow Thai shoppers a tax deduction of up to THB 15,000 on receipted goods and services purchased during the festive season. Manufacturing production and private investment slightly improved in the 4th quarter of 2015. The overall manufacturing production edged up mainly from temporary factors such as the acceleration in car production to meet domestic demand before the implementation of vehicle excise tax hike in 2016. In addition, the exports of the new models of eco-cars and commercial cars expanded extensively, owing to a gradual recovery of overseas demand. The production of electrical appliances increased following the growing exports to ASEAN and European countries in particular. Likewise, the production of electronic parts used in smart phone and tablet manufacturing industries expanded following the increased exports to China market.

Consumer Confidence Index (2013 – 2015) Private Consumption Index (2013 – 2015) 81

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

Source : Bank of Thailand

The service sector continuously expanded in the 4th quarter of 2015 and was the main driver of economic growth in this quarter. Retail and wholesale business continued to expand due to a gradual recovery in private consumption and the government’s additional stimulus measures. On the other hand, hotel and restaurant businesses contracted as the number of foreign tourists in the beginning of the 4th quarter of 2015 was still affected from the bombing incident in Bangkok. In the 4th quarter of 2015, 7.8 million foreign tourists visited the country, increased by 3.7% from the same period last year as a result of a pick-up in East Asian tourist arrivals, especially Chinese tourists. However, number of foreign tourists after seasonal adjustment contracted by 4.6% as the aftermath of the Bangkok bombing incident in August 2015 remained in effect until the beginning of the 4th quarter of 2015. In addition, the occupancy rate after seasonal adjustment in the 4th quarter of 2015 declined to 59.5%, compared to 61.6% in the 3rd quarter of 2015. This was due to falling number of foreign tourists from commodity-exporting countries, which were impacted from subdued economic conditions.

Private investment in the 4th quarter of 2015 slightly improved. Yet, the improvement was limited only to investments in certain sectors as a result of temporary factors including accelerated commercial car purchases, increasing telecommunication and alternative energy investments, together with an expansion in corporate funding. However, investment for capacity expansion in other sectors remained subdued as exports continued to decline and domestic demand recovered slowly. Construction investment slightly improved as a result of an increase in construction area permitted. The real estate sector also improved in the 4th quarter of 2015. The number of real estate given lines of credit expanded by 6.6% and the number of real estate for sale increased by 5.2%.

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Number of Foreign Tourists (2013 – 2015) Unemployment Rate (2012 – 2015)

Source : Bank of Thailand

On the stability front, headline inflation became less negative compared as the high-base effect of oil prices gradually waned off. The unemployment rate remained at a low level. In the 4th quarter of 2015, the unemployment rate slightly dropped from the previous month due to an improvement in farm employment. The current account continued to register a surplus owing to the contracted merchandise imports.

However, the overall economic activity in the 4th quarter of 2015 was negatively affected by low farm income. The farm income fell 8.8% compared to the same period last year as a result of falling rubber and sugarcane prices, as well as a drop in paddy production due to drought. The value of merchandise exports, nevertheless, dropped significantly from a decrease in export prices of several products following global oil prices, as well as a decline in quantity due to the economic slowdown in China and ASEAN countries. The value of merchandise imports in the 4th quarter of 2015 contracted by 13.2% compared to the same period last year. If gold imports were excluded, the value of merchandise imports would drop even further at 15.3%. Imports of nearly all merchandise categories declined, except those with lower production costs following crude oil prices, and those with delay in production activities following unrecovered exports. o Thailand Economic Outlook 2016 According to data from the National Economic and Social Development Board (“NESDB”) as of February 2016, Thai economy in 2016 is forecasted to grow by 2.8 - 3.8%, supported by (1) the acceleration of government expenditure and public investment; (2) contribution from the additional economic stimulus measures rolled out during September 2015 – January 2016; (3) depreciation of Thai baht which will enhance income and liquidity for exporters and producers; (4) low oil price will accommodate economic recovery; and (5) continual expansion of the tourism sector. It is expected that export value will grow by 1.2%; private consumption and total investment will grow by 2.7% and 4.9% respectively. Headline inflation is expected to lie in between (-1.0%) - 0.9% percent and the current account balance will be in a surplus of 8.2% of GDP.

ASEAN Economies o ASEAN Economic Overview in 4th Quarter 2015 Data from the National Economic and Social Development Board (“NESDB”) as of February 2016 showed that most ASEAN economies were continued to expand well as, mainly due to growth in domestic demand which offset the slowing exports. The Vietnamese economy expanded by 6.7%, the highest rate among ASEAN economies. The economies of the Philippines, Malaysia, Indonesia, and Singapore expanded by 6.7%, 5.8%, 4.9%, 4.8%, and 2.1%, respectively. The inflation rates decreased in almost countries as a result of falling energy prices.

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

Table : Growth in ASEAN Economies 2014 – 2015 Export (%YoY) GDP (%YoY) Inflation (%YoY) 2014 2015 2014 2015 2016F** 2014 2015 Year Year Q3 Q4 Year Year Q3 Q4 Year Year Year Q3 Q4 Indonesia -3.6 -14.6 -16.2 -18.8 5.0 4.8 4.7 5.0 5.3 6.4 6.4 7.1 4.8 Malaysia 2.4 -14.6 -17.0 -15.1 6.0 4.9* 4.7 na 4.5 3.1 2.1 3.0 2.6 Philippines 9.5 -5.6 -8.1 -5.0 6.1 5.8 6.1 6.3 6.4 4.2 1.4 0.6 1.0 Singapore -0.4 -14.5 -17.2 -13.3 3.0 2.1 1.8 2.0 na 1.0 -0.5 -0.6 -0.7 Vietnam 13.7 7.9 9.4 4.4 6.0 6.7 6.9 7.0 6.6 4.1 0.6 0.5 0.3 Note: * NESDB forecast ** World Bank forecast Source: NESDB and World Bank o ASEAN Economic Outlook 2016 According to the January 2016 issue of World Bank's Global Economic Prospects, the economic growth in the East Asia and Pacific region is projected to continue to slow to 6.3% in 2016. Growth in the region excluding China was 4.8% in 2015. The Indonesian economy is expected to grow by 5.3% assumed the implementation of a reform package to unlock investment and boost productivity growth. In the Philippines, growth is projected to firm to 6.4%, reflecting accelerated implementation of public-private partnership projects and spending related to the presidential election. In Vietnam, growth is expected to expand at 6.6% in 2016 owing to rapid investment growth, consumption growth, and export growth. However, in Malaysia, growth is expected to decline to 4.5% as a result of the slowdown in domestic demand.

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Enclosure 2 : General Information of Big C Supercenter Public Company Limited

3. Company Background

Big C Supercenter Public Company Limited (“BIGC”) is a public company incorporated and domiciled in Thailand. The parent company of the Group is Casino Guichard-Perrachon which is a leading French retailer and one of the world's foremost food retailers. BIGC operates two major businesses: hypermarket retailing and property rental at its shopping mall. As of 31 December 2015, BIGC and its subsidiaries operate 734 stores. The key historic milestones and events related to BIGC are as follows:

2011 : . BIGC acquired Carrefour’s Thailand operations (43 stores). . BIGC converted 15 ex-Carrefour stores to Big C Extra, a new premium hypermarket format targeting mid to high income customers. . BIGC Introduced Big C Jumbo, a new large format store targeting professional customers such as hotels, restaurants and caterers (HORECA), small and medium-size retailers, companies and institutions, as well as large families. 2012 : . BIGC entered into an “Exclusive Retail Agreement” with Bangchak Petroleum to set up Mini Big C proximity stores in Bangchak service stations, and opened 7 pilot stores during the year. . BIGC executed a successful private placement of 26.4 million shares in May 2012. 2013 : . As part of the celebration of our 20th anniversary, BIGC launched a bottom-up Corporate Social Responsibility program that brings the local community to work with the store in the area to develop projects that best suit their interest. . In April 2013, BIGC continued its partnership with Bangchak Petroleum by signing an exclusive long-term "Retail Partnership Agreement” to open Mini Big C proximity stores in Bangchak filling stations. . BIGC launched Big C retail assurance services by teaming up with number of leading insurance operators to offer customers with full range of easy-to-activate policies and great value for money. 2014 : . Big year of new supply chain developments: Mini Big C distribution center opened in Q2, Cross Dock facility opened in Q3, and construction of Fresh Food distribution center started during Q3. . BIGC accelerated development in the e-commerce business with the creation of a pure e-commerce player when BIGC launched Cdiscount.co.th during Q1. BIGC also overhauled bigc.co.th website during Q3. . BIGC continued cost optimization and productivity enhancement initiatives on various areas. . BIGC continued expansion in all store formats during the year. 2015 : . BIGC repositioned customer offer with a better balance between item, price and coupon thus resulting in positive core food business volumes. . BIGC strengthened its existing store network through space-reflow, right-sizing or full scale renovation. This improved asset utilization and increased resilient rental income. . BIGC’s SG&A costs declined due to successful cost optimization initiatives. . BIGC completed multi-year supply chain revamp in mid-year with opening of new state-of-the-art fresh food facility. . BIGC initiated the ground work for a loyalty coalition program. . BIGC’s partnership with Thailand Post deepened with opening of Thailand’s first iBox – automatic parcel box service at Big C Supercenter Suwintawong branch. BIGC is also in process to extend its e-commerce business into neighboring countries starting from Cambodia in 2016 with Thailand Post’s logistical support. . At late 2015 BIGC started exploring opportunities with Happy Fresh to bring fresh food offer available for online shoppers. . BIGC’s store expansion continued during the year in all formats with the opening of 2 BigC Supercenters, 18 Big C Market stores, 67 Mini BigC stores (63 in Bangchak service

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

stations), and 14 Pure Drugstores. These opening brought the total number of BigC’s stores at the end of December 2015 to 125 large format stores (BigC Supercenter, Extra, and Jumbo), 55 BigC Market, 391 Mini BigC (154 in Bangchak service stations), and 163 Pure Drugstores.

As of 31 December 2015, BIGC’s registered capital was THB 8,250,000,000, of which 825,000,000 shares were ordinary shares at THB 10.00 per share. BIGC’s paid-up capital was THB 8,250,000,000, of which 825,000,000 shares were ordinary shares at THB 10.00 per share.

As of 31 December 2015, legal entities of which BIGC owns at least 10.00% shares are as follows: Registered Paid-up Ownership Company Capital Capital Type of Business Interest (%) (Mil.THB) (Mil.THB) Direct Subsidiaries Chiangmai Big C (2001) Co., 100.00 300.00 300.00 Dormant Ltd. Central Superstore Ltd. 100.00 1,300.00 1,220.00 Rental of immovable assets and Theparak Big C Ltd. 100.00 80.00 80.00 holding company Chiangrai Big C Ltd. 100.00 180.00 180.00 Rental of immovable assets Surat Big C Ltd. 100.00 200.00 140.00 Rental of immovable assets Big C Distribution Co., Ltd. 100.00 1.00 1.00 Dormant Cen Car Ltd. 39.00 10,000.00 8,950.00 Rental of immovable assets Phitsanulok Big C 2015 Ltd. 100.00 5,462.00 5,462.00 Retail business and holding (formerly known as “SSCP company (Thailand) Ltd.”) Big C Supercenter (Lao) Co., 100.00 157.00 31.00 Retail and wholesale business Ltd. (Incorporated in Lao) (not yet commence operation) Indirect Subsidiaries Central Pattaya Co., Ltd. 100.00 80.00 80.00 Rental of immovable assets Udon Big C Co., Ltd. 100.00 850.00 737.95 Rental of immovable assets Inthanon Land Co., Ltd. 100.00 841.00 841.00 Rental of immovable assets Big C Fairy Ltd. 96.82 440.00 440.00 Retail Pharam II Big C Co., Ltd. 99.99 5.00 5.00 Rental of immovable assets Pitsanulok Big C Ltd. 100.00 1,050.00 1,050.00 Retail and rental of immovable assets Cen Car Ltd. 61.00 10,000.00 8,950.00 Rental of immovable assets Associates C Distribution (Thailand) Ltd. 30.00 100.00 100.00 E-commerce C-Distribution Asia Pte. Ltd. 40.00 4.50 4.50 E-commerce (Incorporated in Singapore) Mil.Euro Mil.Euro Source : BIGC’s Form 56-1 for the year 2014 and BIGC’s Financial Statements for the Year Ended 31 December 2015

4. Overall Business Operations

BIGC is principally engaged in the hypermarket business. BIGC’s multiple store formats can be classified into 8 categories as follows: Brand Store Format and Target Market . Big C Supercenter A hypermarket targeting mid-to-low income customer segments offering maximum value through combination of low prices, wide selection of goods and services, and clean and efficient shopping environment. . Big C Extra A hypermarket targeting mid-to-high income customer segments offering wider range of premium fresh and dry food items, as well as wide selection of imported products, including Casino private label products, technology gadgets, wine and many more “extra” products and services. . Big C Jumbo A new hybrid hypermarket/wholesale store targeting wholesale and retail customers as well as big families. BIGC also have two Big C Jumbo Stations implanted to its hypermarkets in Pattaya and Ayutthaya with targeting HoReCa

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

Brand Store Format and Target Market (Hotel, Restaurant, and Catering) customers. . Big C Market A supermarket format, targeting the mid to low income customer segment. These stores differ from more traditional supermarkets concentrating mainly to food, by offering wide range of products from fresh food to electronics. . Mini Big C A proximity store format targeting mid to low income customer segment. Since 2012 BIGC has opened Mini Big C stores at Bangchak service stations. . Pure A drugstore format offering pharmaceutical, health, beauty and wellness products. While most of the current Pure drugstores are implanted into Big C hypermarkets and Big C Markets, BIGC have also opened few standalone stores. . Big C Shopping A fully-integrated online shopping platform that offers low-price and high demand Online items to customers with digital lifestyle through online shopping site, smart phone mobile application, and QR code scanning. . Cdiscount.co.th A new pure e-commerce platform BIGC launched in partnership with Cdiscount on 28 February 2014. The non-food offering of Cdiscount complements BIGC's existing online channel “Big C Shopping Online”, which mainly focuses on online grocery.

Shopping mall also has a vital role in making BIGC stores a “one-stop shopping destinations”. The wide- ranging services and products offered by vendors and tenants at BIGC's rental space provide rental income which is an important part of revenues. BIGC's tenants mix can be classified into five categories, based on lease terms and types of business, as follows:

. Junior Anchor Consisting of large-scale tenants such as home improvement stores, cinemas and IT mall, junior anchor tenants help satisfy customers’ need beyond Big C’s product and service offerings. This type of tenants plays an important role in drawing additional traffic to BIGC stores and making its shopping centers a one-stop shopping destination for customers. . Commercial Retail Consisting of mainly well-known brand name apparels, restaurants, cafes, banks and Unit major chains, commercial retail unit tenants help enhance image, attractiveness and product varieties of Big C shopping centers. . Food Court All Big C shopping malls feature food courts where customers can find a variety of quality food and beverages at low prices. . Big Bazaar Big Bazaar tenants are small stores that sell a wide range of items including fashion,accessories, local products, toys etc. . Casual Leasing A variety of small kiosks with ever-changing and in-demand products located both inside and outside store building helps add fun and excitement to our customers’ shopping experience.

The following table exhibits the revenue structure of BIGC and its subsidiaries for the year 2013 – 2015.

Table : Revenue Structure of BIGC and Its Subsidiaries for the Year 2013 – 2015 2013 2014 2015 (Unit : Million Baht) Value % Value % Value % Sales 118,177 90.2 121,845 90.0 119,620 89.5 Rental and Service Income 8,745 6.7 9,385 6.9 9,787 7.3 Other Revenues 4,049 3.1 4,165 3.1 4,302 3.2 Total Revenues 130,971 100 135,395 100 133,709 100 Source : BIGC’s Form 56-1 for the year 2014 and SET news published on10 February 2016

5. Board of Directors

The following table lists the Board of Directors as of 31 December 2015.

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Table : Board of Directors as of 31 December 2015 Name Position 1 Mr. Akani Thapthimthong Chairman/ Independent Director/ Audit Committee 2 Mr. Robert James Cissell CEO & President/ Managing Director/ Director 3 Mr. Praphan Eamrungroj Director 4 Miss Rumpa Kumhomreun Director 5 Mr. Philippe Alarcon Director 6 Mr. Guillaume Pierre Antoine Marin Humbert Director 7 Mrs. Josseline De Clausade Director 8 Mrs. Diane Coliche Director 9 Mr. Herve Daudin Director 10 Mr. Gabriel Naouri Director 11 Mr. Stephen Joseph Camilleri Director 12 Mr. Sun Vithespongse Independent Director/ Chairman of the Audit Committee 13 Mr. Vachara Tuntariyanond Independent Director/ Audit Committee 14 Mr. Kijja Pattamasattayasonthi Independent Director 15 Miss Suvabha Charoenying Independent Director Source : BIGC’s Form 56-1 for the year 2014 and www.set.or.th

Binding signatories are as follows: Group 1 – Ms. Diane Coliche, Mr. Robert James Cissell, and Ms. Josseline de Clausade. Group 2 – Ms. Rumpa Kumhomreun, Mr. Guillaume Pierre Antoine Marin Humbert and Mr. Philippe Alarcon. Joint signatures of one member of Group 1, and one member of Group 2, when affixed with the Company’s seal.

6. Major Shareholders

A list of BIGC’s major shareholders as of 22 April 2015 is as follows:

Table : Top 10 Major Shareholders as of 22 April 2015 Number of Shareholders % of Total Shares Shares 1. Saowanee Holding Company Limited 1/ 218,280,000 26.46 2. Geant International B.V.1/ 194,220,000 23.54 3. Geant International BV1/ 70,577,600 8.55 4. Thai NVDR Company Limted 59,547,443 7.22 5. Mrs. Arunee Chan 28,479,214 3.45 6. UBS AG Singapore Branch 18,000,000 2.18 7. Barclays Bank PLC, Singapore 15,900,000 1.93 8. State Street Bank Europe Limited 10,881,438 1.32 9. Credit Suisse (Hong Kong) Limited 10,803,600 1.31 10. Bank of Singapore Limited-BOS SEG A/C 102016 9,902,402 1.20 Top 10 Major Shareholders 636,591,697 77.16 11. Other Shareholders 188,408,303 22.84 Total 825,000,000 100.00 Note : 1/Shareholders having influence on management policy of BIGC including by nominating persons as directors. Source : BIGC’s Form 56-1 for the year 2014 and www.set.or.th

7. Summary of Financial Statements and Operating Performance

The following table provides a summary of financial information in accordance with BIGC’s financial statements, audited and/or reviewed by EY Office Limited, for the years ended 31 December 2013 – 2015.

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Table : Summary of Financial Statements and Operating Performance for the Year Ended 2013 – 2015 Statement of Financial Position Consolidated (Unit : THB Million) 2013 2014 2015 Current assets Cash and cash equivalents 7,174.63 11,413.53 2,367.84 Trade and other receivables 322.85 227.97 240.03 Supplier receivables and tenant receivables 3,258.11 3,206.13 3,138.10 Inventories 9,535.32 11,552.36 10,918.35 Other current assets 1,490.96 914.14 995.63 Total current assets 21,781.87 27,314.14 17,659.95 Non-current assets Loan to associate companies 0.00 84.00 351.00 Investment properties 16,284.65 16,187.61 16,003.14 Property, plant and equipment 26,194.65 26,042.70 27,035.90 Goodwill 26,722.03 26,722.03 26,722.03 Leasehold rights 5,058.14 4,778.78 5,117.23 Other intangible assets 110.16 153.99 146.19 Deferred tax assets 607.49 689.80 709.37 Other non-current assets 405.41 805.30 826.35 Total non-current assets 75,382.52 75,464.22 76,911.23 Total assets 97,164.39 102,778.36 94,571.17 Liabilities and shareholders' equity Current liabilities Short-term loans from financial institutions 6,000.00 6,000.00 0.00 Trade and other payables 26,997.61 28,863.72 28,319.61 Current portion of unearned leasehold rights 37.16 36.65 45.20 Current portion of long-term loans from financial institutions 1,675.00 4,675.00 5,675.00 Income tax payable 286.62 400.28 183.00 Short-term provisions 78.56 46.36 48.23 Other current liabilities 2,080.77 2,080.19 2,257.05 Total current liabilities 37,155.73 42,102.21 36,528.09 Non-current liabilities Unearned leasehold rights – net of current portion 186.12 157.55 411.90 Long-term loans from financial institutions – net of current portion 18,650.00 13,975.00 6,300.00 Liabilities under a finance lease agreement – net of current portion 247.89 237.80 226.60 Provision for long-term employee benefits 387.50 453.71 547.11 Deferred tax liabilities 1,458.24 1,536.01 1,621.85 Other non-current liabilities 2,040.70 2,169.48 2,264.87 Total non-current liabilities 22,970.46 18,529.55 11,372.33 Total liabilities 60,126.19 60,631.76 47,900.42 Shareholders' equity Registered share capital 8,250.00 8,250.00 8,250.00 Issued and fully paid up share capital 8,250.00 8,250.00 8,250.00 Share premium 5,955.65 5,955.65 5,955.65 Retained earnings 22,879.13 27,985.94 32,690.24 Other components of shareholders' equity (65.75) (65.75) (235.75) Equity attributable to owners of the Company 37,019.03 42,125.84 46,660.14 Non-controlling interests of the subsidiaries 19.17 20.75 10.61 Total shareholders' equity 37,038.20 42,146.59 46,670.75 Total liabilities and shareholders' equity 97,164.39 102,778.36 94,571.17

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Income Statement Consolidated (Unit : THB Million) 2013 2014 2015 Revenues Sales 118,176.96 121,844.60 119,620.11 Rental and service income 8,744.78 9,385.37 9,787.08 Other income 4,048.95 4,164.56 4,301.92 Total revenues 130,970.69 135,394.53 133,709.11 Cost of sales and service 100,490.04 103,619.64 103,173.99 Selling and services expenses 18,584.82 19,231.72 18,877.12 Administrative expenses 2,350.99 2,561.21 2,457.45 Finance cost 1,053.13 865.91 677.43 Total expenses 122,478.98 126,278.48 125,186.00 Share of loss from investments in associates 0.00 (110.57) 0.00 Profit before income tax expenses 8,491.71 9,005.48 8,523.12 Income tax expense (1,502.30) (1,755.88) (1,621.22) Profit for the year 6,989.41 7,249.60 6,901.89

Cash Flow Statement Consolidated (Unit : THB Million) 2013 2014 2015 Net cash flows from operating activities 10,072.18 11,646.70 11,387.31 Net cash flows used in investing activities (7,156.34) (3,609.91) (5,575.76) Net cash flows used in financing activities (4,521.61) (3,797.89) (14,857.25) Net increase (decrease) in cash and cash equivalents (1,605.77) 4,238.90 (9,045.69)

Consolidated Financial Ratios 2013 2014 2015 Current ratio (times) 0.59 0.65 0.48 Quick ratio (times) 0.33 0.37 0.18 Operating cash flow ratio (times) 0.27 0.29 0.29 Average account receivable (days) 1 1 1 Average inventory (days) 34 37 40 Average account payable (days) 98 98 101 Cash Cycle (days) (63) (60) (61) Profitability Ratio Gross profit margin (%) 20.83% 21.04% 20.27% Operating profit margin (%) 7.29% 7.37% 6.88% Net profit margin (%) 5.33% 5.34% 5.16% Return on equity (%) 20.25% 18.28% 15.54% Efficiency Ratio Return on assets (%) 7.29% 7.24% 6.99% Return on fixed assets (%) 14.40% 14.73% 14.01% Asset turnover (times) 1.37 1.35 1.36 Financial Policy Ratio Debt-to-equity ratio (times) 1.62 1.44 1.03 Interest coverage ratio (times) 7.62 9.36 11.18

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Explanation and Assessment of Financial Statements and Overall Operating Performance Operating performance Sales BIGC’s sales revenue in 2013 totaled THB 118,176.96 million, rising by THB 6,040.85 million or 5.39% from 2012. The growth was mainly due to a rise in sales of BIGC’s existing store network and store expansion during the year. In 2013, BIGC opened 6 Hypermarkets, 12 Big C Market stores, 153 Mini Big C stores, and 41 Pure Drugstores.

In 2014, sales revenue totaled THB 121,844.60 million, growing by THB 3,667.63 million or 3.10% from the previous year. BIGC’s store expansion in all formats during 2014 principally contributed to the increase, with the opening of 4 Hypermarkets, 7 Big C Market stores, 46 Mini Big C stores, and 20 Pure Drugstores.

In 2015, BIGC’s sales revenue was THB 119,620.11 million, decreasing by THB 2,224.49 million or 1.83% from 2014. The fall in sales resulted mainly from declining selling prices and increased competition in the non-food markets.

Rental and service income In 2013 – 2015, BIGC’s rental and service income were THB 8,744.78 million, THB 9,385.37 million, and THB 9,787.08 million, respectively. This income grew by THB 640.59 million or 7.33% in 2014 and by THB 401.71 million or 4.28% in 2015. This growth was mainly driven by combination of added rental space and rental escalation.

Other income BIGC’s other income comprises advertising income from suppliers for the advertisements placed in BIGC’s brochures, in-store media concessions from allocating space in stores for third party to manage advertising, cash discounts received from suppliers, compensation income, after sale service income, and interest income. In 2013 – 2015, other income totaled THB 4,048.95 million, THB 4,164.56 million, and THB 4,301.92 million, respectively. These figures represent increases of THB 115.61 million or 2.86% in 2014 and THB 137.36 million or 3.30% in 2015. The growth was due to the increased brochure advertising and service income (including in store media concessions).

Gross profit In 2013 – 2015, BIGC’s gross profit totaled THB 26,431.70 million, THB 27,610.33 million, and THB 26,233.20 million, respectively. In other words, BIGC had gross profit margin equaling 20.83%, 21.04% and 20.27% for each year. In 2014, gross profit rose by THB 1,178.63 million or 4.46% from the previous year. The increase was resulted from continued cost optimization initiatives and successful negotiation with trade partners. However, gross profit decreased by THB 1,377.13 million or 4.99% in 2015 as a result of sales mix change. Sales contribution from lower-margin food categories especially in commodities and value items increased whilst non-food sales contribution declined. The intensive competitive environment during the year as all market players were trying to stimulate customer spending during sluggish economic environment was also responsible for such falling margin.

Selling and administrative expenses In 2013 – 2015, BIGC’s selling and administrative expenses were THB 20,935.81 million, THB 21,792.93 million, and THB 21,334.58 million, respectively. In 2014, expenses rose by THB 857.12 million or 4.09% from 2013. Increased expenses in personnel, utilities, properties, depreciation and amortization arising from a continued expansion in all formats mainly contributed to the increase in selling and administrative expenses. On the other hand, in 2015, expenses fell by THB 458.35 million or 2.10% from the previous year as a result of successful operational efficiency and cost management plan.

Finance cost In 2013 – 2015, BIGC’s finance cost totaled THB 1,053.13 million, THB 865.91 million, and THB 677.43 million, respectively. Finance cost decreased by THB 187.22 million or 17.78% in 2014 and by THB 188.48 million or

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

21.77% in 2015. This decrease was due to gradually reduced debt level and low interest rate environment during the years.

Financial position Assets Total assets as of 31 December 2013 – 2015 amounted to THB 97,164.39 million, THB 102,778.36 million, and THB 94,571.17 million, respectively. In 2014, BIGC’s total assets grew by THB 5,613.96 Million or 5.78% from the previous year. On the other hand, in 2015 total assets decreased by THB 8,207.18 million or 7.99% compared to the same period last year. This decrease was mainly due to lower cash and cash equivalents at the end of the year as BIGC significantly reduced its debt level through debt repayments during the year.

Property, plant and equipment made up the majority of BIGC’s assets with the amounts of THB 26,194.65 million, THB 26,042.70 million, and THB 27,035.90 million as of 31 December 2013 – 2015 respectively, or 26.96%, 25.34%, and 28.59% of total assets in each year. In addition, assets in consolidated financial statements included goodwill which was resulted from BIGC’s acquisition of Carrefour's operations in Thailand in 2011. As of 31 December 2013 – 2015, goodwill amounted to THB 26,722.03 million or accounted for 27.50%, 26.00%, and 28.26% of total assets in each year respectively.

Liabilities Total liabilities as of 31 December 2013 – 2015 were THB 60,126.19 million, THB 60,631.76 million, and THB 47,900.42 million, respectively. In 2014, BIGC’s total liabilities rose by THB 505.57 million or 0.84% from the previous year. On the other hand, in 2015 total liabilities fell by THB 12,731.34 million or 21.00% compared to the same period last year. This decrease was mainly driven by debt repayments as BIGC repaid THB 6,000 million of short-term loans and THB 7,675 million of long-term loans during the year.

Trade and other payables made up the majority of BIGC’s liabilities with the amounts of THB 26,997.61 million, THB 28,863.72 million, and THB 28,319.61 million as of 31 December 2013 – 2015 respectively, or 44.53%, 47.60%, and 59.12% of total liabilities in each year. In addition, BIGC’s liabilities consisted of long- term loans specifically used to finance its acquisition of Carrefour's operations in Thailand in 2011. As of 31 December 2013 – 2015, these loans totaled THB 20,325.00 million, THB 18,650.00 million, and THB 11,985.00 million, or equivalent to 33.80%, 30.76%, and 38.93 % of total liabilities in each year respectively.

Shareholders’ equity Total shareholders’ equity was THB 37,038.20 million, THB 42,125.84 million, and THB 46,670.75 million as of 31 December 2013 – 2015 respectively. These figures represent increases of THB 5,087.64 million in 2014 or 13.74% growth from 2013 and THB 4,544.91 million in 2015 or 10.79% growth from 2014. The growth was due to increased retained earnings during the year.

However, as of 31 December 2013 – 2015 debt-to-equity ratio was 1.62 times, 1.44 times, and 1.03 times respectively. The decline was a consequence of BIGC paying off long-term loans used to finance its acquisition of Carrefour's operations in Thailand in 2011.

Liquidity BIGC’s net cash flows from operating activities in 2013 – 2015 were THB 10,072.18 million, THB 11,646.70 million, and THB 11,387.31 million, respectively. These figures accounted for 8.52%, 9.56%, and 9.52% of sales revenue in each year. Net cash flows from operating activities rose by THB 1,574.52 million or 15.63% in 2014 and decreased by THB 259.39 million or 2.23% in 2015 compared to previous years. This decrease was driven by lower profit before tax as BIGC’s sales were impacted by sluggish economic environment and lower gross profit margin.

In 2013 – 2015, BIGC’s net cash flows used in investing activities were THB 7,156.34 million, THB 3,609.91 million, and THB 5,575.76 million, respectively. In 2014, this cash outflow decreased by THB 3,546.43 million or 49.56% from the previous year as BIGC delayed its store expansion plan which required purchases of fixed assets. However, in 2015 net cash flows used in investing activities grew by THB 1,965.85 million or 54.46%.

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This increase was mainly driven by BIGC's increased store expansion and renovations, and completion of the new fresh food distribution center during the year.

BIGC’s net cash flows used in financing activities in 2013 – 2015 were THB 4,521.61 million, THB 3,797.89 million, and THB 14,857.25 million, respectively. This cash outflow decreased by THB 723.72 million or 16.01% in 2014 and rose by THB 11,077.36 million or 291.67% in 2015 compared to previous years. The increase was mainly driven by BIGC paying off THB 6,000.00 million short-term loans and THB 7,675.00 million long-term loans during 2015.

However, as of 31 December 2013 – 2015 BIGC’s cash and cash equivalents amounted to THB 7,174.63 million, THB 11,413.53 million, and THB 2,367.84 million, respectively. These figures represent an increase of THB 4,238.90 million in 2014 and a decrease of THB 9,045.69 million in 2015.

8. Industry Review

BIGC operates a modern retail business with multiple store formats including a hypermarket9, a hybrid hypermarket/wholesale store, a supermarket, a convenience store, and an online shopping store. Domestic economic climate is the major factor affecting the growth of BIGC as it directly impacts consumer confidence and purchasing power at any specified period. Details of Thailand’s economic conditions in 2015 and outlook for 2016 are presented in Enclosure 1 No.6 in this report. In addition, the level of competition in retail businesses critically affects BIGC’s operating performance. Data from Kasikorn Research published on December 2015 indicated that retail businesses in all store formats expanded by 3.20% on average during 2015. Supermarkets had the highest growth of 8.50% whilst other retail formats such as convenience stores and department stores expanded less than or equal to 3.00% in 2015.

Table : Growth of Modern Retail Businesses by Store Format (% YoY)

Source : Kasikorn Research

For the 2016 outlook of modern retail businesses in multiple store formats, supermarkets are forecasted to experience the highest growth of 8.0% – 9.0%. This is in contrast to hypermarkets, such as Tesco Lotus and Big C which target mid-to-low income customer segments. The hypermarkets are predicted to expand only 1.5% – 2.0% from the previous year, lower than other retail formats. This is due to declining purchasing power among target customers over recent years. Hypermarket customers are trapped in an adverse situation where unfavorable factors continue to inhibit them, such as elevated household debt, a high cost of living, drought and low agricultural produce prices. This has been reflected in a continuous decline in hypermarket sales over 2013 – 2015 with the average annual growth rate of only 2.7%, when compared to 2010 – 2012 with the average expansion of 9.2%. Consumers manage their spending more cautiously, and

9 A hypermarket is a very large retail store with more than 10,000 square meters of space. It offers a wide range of consumer products used in everyday life

The opinions of IFA on the acquisition of assets (For the purpose of translation only) the frequency and the sales amount they make purchases are declining. Some consumer groups, particularly the low-income segment, might also switch to spend at traditional stores such as community markets and “Blue Flag” shops. Therefore, in 2016 the situation could be more distressed for hypermarket operators since cross-segment competition has grown and other retailers are seeking to attract the same consumer segments. Contenders include: 1) convenience stores that have made significant adjustments within urban centers where consumers generally want quick service; and 2) traditional stores that focus on more affordable consumer product selections and have been trying to streamline themselves to attract more customers.

One strategy adopted by hypermarket operators to cope with this situation is to expand their retail network across multiple store formats, aiming to gain access to consumers in wider areas. Kasikorn Research expected that such expansion plans will notably slow down in 2016 as a result of constraints on finding locations for new stores. However, other retail formats that are expected to successfully carry on their expansion plans in 2016 are: 1) convenience stores which require only small investment and retail space; and 2) supermarkets which still have positive growth prospects. In addition, operators of hypermarkets or other retail formats which have rental spaces are likely to form alliances or find “magnet” shops, such as those targeting health- conscious consumers, to complement their tenants mix.

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Enclosure 3: General Information of C – Distribution Asia Pte Ltd.

1. Company Background

C – Distribution Asia Pte Ltd (“C – Distribution Asia”), a company established in Singapore, is the joint venture among BIGC Supercenter Public Company Limited, Cdiscount International BV and Quinam BV which has the purpose of investing in an e-commerce business in South East Asia. Each party holds C – Distribution Asia shares by 40%, 30% and 30% respectively. Currently, C-Distribution Asia has operated the e-commerce business in Thailand and Vietnam.

C – Distribution Asia is located at 50 Raffles Place #32-01 Singapore Land Tower, Singapore, with registered capital of EUR 4.50 million. The company has two subsidiaries: (1) C Distribution (Thailand) Company Limited (“CDT”) operated in Thailand with registered capital of THB 100 million, 70% held by C – Distribution Asia and 30% held by BIGC and (2) Business operated in Vietnam. In case that BJC’s shareholders agree to purchase C – Distribution Asia, Cdiscount International BV will restructure C – Distribution Asia by separating e-commerce business in Vietnam from C – Distribution Asia.

2. Business Overview

C – Distribution Asia is a holding company investing in an e-commerce buisess in South East Asia. It also provides admististrative, manangerial and financial supports for its subsidiaries. C – Distribution Asia has opeated in many countries. For Thailand, the company is the shareholder of CDT, a delivery service provider for BIGC, and is operating through the website: www.cdiscount.co.th.

Cdiscount, as one of the world’s largest e-commerce website, is a subsidiary of Cnova whose operations in 11 countries such as France, Brazil, Colombia, Ecuador, Ivory Coast, Senegal, Cameroon, Belgium, Panama, Vietnam and Thailand. Cnova is controlled by members of the Casino Group, a leading global diversified retail group. Benefits from this relationship are through increased purchasing power, accessibility to logistics and distribution infrastructure and an extensive store network that serves as pick-up points for customers.

The website, www.cdiscount.co.th was found in 2014. It aims to provide the best online shopping experience with a broad range of products at the best prices. Cdiscount.co.th offers products such as Mobiles & Tablets, Electronics, PCs and Laptops, Home & Living, Baby & Kids, Sports & Fashion, and Health & Beauty through a convenient, fast and secure online shopping experience, including payment via credit cards, counter services, online banking, Cash on Delivery, same-day delivery and pick-up at store or some BIGC stores.

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MainPage of www.cdiscount.co.th

Source : www.cdiscount.co.th acessed on 19 February 2016

The opinions of IFA on the acquisition of assets (For the purpose of translation only)

3. Board of Directors

The Board of Director of C – Distribution Asia and CDT, which is the subsidiary, is composed of the following members: Table: C – Distribution Asia’s Board of Directors Name Litst Position 1 Mrs. Christelle Genevieve Christiane Youx Dufour* Director 2 Mr. Robert James Cissell** Director 3 Ms. Rumpa Kumhomreun*** Director 4 Dr. Hervé Daudin *** Director Note * Mrs. Christelle Genevieve Christiane Youx Dufour is Vice President of Budgeting and Controlling of BIGC and the Director of Saowanee ** Mr. Robert James Cissell is the CEO & President of BIGC and the Director of Saowanee *** Ms. Rumpa Kumhomreun and Dr. Hervé Daudin are the Director of BIGC Source : BIGC’s 56 – 1 as of 2014

Table: CDT’s Board of Directors Name List Position 1 Mr. Emmanuel Olivier Grenier Director 2 Mr. Robert James Cissell* Director 3 Mr. Anil Bernard-Dende Director 4 Mr Francois Xavier Rango Director Note *Mr. Robert James Cissell is the CEO & Preseident of BIGC and the Director of Saowanee Source : www.bol.co.th

4. Shareholders

Current shareholders of C – Distribution Asia comprise (1) Cdiscount International BV – holding 2,700,000 shares (60.00%) and (2) BIGC Supercenter Public Company Limited –holding 1,800,000 shares (40.00%)

As of April 30, 2015, the shareholders of CDT comprise (1) C – Distribution Asia – holding 700,000 shares (70.00%) and (2) BIGC Supercenter Public Company Limited – holding 299,999 shares (30.00%) and Surat BIGC Company Limited, the subsidiary of BIGC – holding 1 share (0.00%)

5. Summary of operating results and financial position

C–Distribution Asia, as a holding company established in Singapore, holds (1) CDT and (2) businesses resided in Vietnam. IFA has considered using the financial statements of CDT in evaluating historical financial performance of C – Distribution Asia. Summary of CDT’s audited financial statements for 2013 and 2014 is as followed:

Table: Summary of operating results and financial position of CDT during 2013 – 2014 Statement of financial position FY (Unit : THB million) 2013 2014 Current assets Cash and cash equivalents 0.10 208.23 Trade and other receivables - 21.86 Inventories - 86.04 Other current assets - 19.92 Total current assets 0.10 336.05 Non-current assets Property, plant and equipment - 14.10 Intangible assets - 98.65 Other non-current assets - 14.55 Total non-current assets - 127.30

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Statement of financial position FY (Unit : THB million) 2013 2014 Total assets 0.10 463.35 Current liabilities Short-term loans - 280.00 Trade and other payables - 290.91 Other current liabilities 0.07 0.91 Total current liabilities 0.07 571.81 Non-current liabilities Other non-current liabilities - 0.45 Total non-current liabilities - 0.45 Total liabilities 0.07 572.26 Shareholders’ equity Issued and paid-up share capital 0.10 100.00 Raetained earnings (0.07) (208.91) Total shareholders’ equity 0.03 (108.91) Total liabilities & shareholders’ equity 0.10 463.35

Statement of income FY (Unit : THB million) 2013 2014 Revenues Revenues from sales of goods and - 314.91 rendering of services Other income - 5.25 Total revenues - 320.16 Cost of sales of goods and rendering of - 351.37 services Selling and administrative expenses 0.07 173.77 Financial costs - 3.86 Total expenses 0.07 529.01 Profit before income tax expenses (0.07) (208.84) Income tax expenses - - Profit for the year (0.07) (208.84)

FY Financial ratios 2013 2014 Current ratio (time) 1.45 0.59 Quick ratio (time) 1.45 0.44 Average collection period (day) N/A 12.50 Average selling period (day) N/A 44.08 Average account payable days (day) N/A 149.03 Cash Cycle (day) N/A (92.46) Profitability Ratio Gross profit margin (%) N/A -11.58% Operating profit margin (%) N/A -66.76% Net profit margin (%) N/A -65.23% Return on equity (%) N/A N/A Efficiency Ratio Return on assets (%) N/A -90.13% Asset turnover (time) N/A 1.38 Financial Policy Ratio Debt to equity ratio (time) 2.25 (5.25)

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Explanation and Assessment of Financial Statements and Overall Operating Performance

Operating Results Since CDT was established in December 19, 2013 with a registered capital of THB 0.10 million, as a result, the table demonstrates no revenue in that year. In 2014, CDT had total revenue of THB 320.16 million consisting of THB 314.91 milion revenue from sales of goods and rendering service and THB 5.25 million revenue from other income. In 2014, CDT had the total expenses of THB 525.14 million, therefore, the loss before deducting financial costs for the company turned out to be THB 208.84 million. After deducting the financial cost of THB 3.86 million, CDT’s net loss for 2014 was THB 208.84 million.

Financial Position As of December 31, 2014, CDT had total asset of THB 463.35 million, consisting of THB 208.23 million in cash and cash of equivalents (44.94%), intangible assets which are computer software of THB 98.65 million (21.29% of total assets) and inventories of THB 86.04 million (18.57% of total assets). Total liabilities are accounted for THB 572.26 million, comprising of THB 290.91 million in account payables (50.84% of total liabilities) and THB 280.00 million in short-term loans (48.93% of total liabilities). CDT’s high leverage contributes to negative shareholders’ equities of THB 108.91 million including registered paid up capital of THB 100 million and retained loss of THB 208.91 million.