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 by 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. 0 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 1 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 2 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 3 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.