Thai Union Public : Additional information of The acquisition of additional shares in TUMD Luxembourg S.a.r.l

	(Translation)
Ref. 23/630814
	14th August, 2020
Re:	Additional information of The acquisition of additional shares in TUMD Luxembourg S.a.r.l in
	Luxembourg.
To:	President of The Stock Exchange of Thailand

Thai Union Group Public Company Limited (TU) would like to pass the resolutions of the Board of Directors' Meeting No.5/2020 held on 11th August 2020 are as follows;

Approval for the acquisition, through its Luxembourg subsidiary, Thai Union EU Seafood 1 S.A. (TUES1), of the additional 45% of shares in TUMD Luxembourg S.à.r.l (TUMD) The details are as follows:

1. The date on which the transaction occurred: July - August 2020
2. Details of investment

Prior to this acquisition, TU, through its Luxembourg subsidiary, TUES1, held, 45% of shares in TUMD, an entity which wholly owns three Russian companies:

1. Dalpromryba LLC;
2. Torgovo-PromyshlennyKomplex Dalpromryba LLC; and
3. Maguro LLC.

These companies are collectively known as the DPR Group (DPR) DPR is a retail focused fish and seafood business, and it is Russia's number one canned tuna producer. DPR, and owns brands such as Maguro, Captain of Tastes and Rybar.

TU by Executive Committee, which has authorities delegated from the Board of Director, enters into an agreement to acquire additional 24,866,245 sharesor equal 45% of TUMD, bringing its total share and voting rights to 90% shares of TUMD. Summary of the Transaction is as follow:

Type of Assets Purchased:

Share of TUMD Luxembourg S.a.r.l

Location:

Luxembourg

Type of Business:

A retail focused fish and seafood business, and it is Russia's number one

canned tuna producer, and owns brands such as Maguro, Captain of Tastes

and Rybar.

Seller:

MDF Investments Limited

Status after investment

TUMD becomes a

90% subsidiary

of Thai Union Group PCL

Others shareholders of

10% held by MDF Investments Limited, which are not a connected

TUMD

company.

Shareholders of TUMD after acquisition

Shares

% holding

Thai Union EU Seafood 1 S.A. (TUES1)

49,732,490

90.00%

MDF Investments Limited

5,525,832

10.00%

Total

55,258,322

100.00%

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3. Board member before and after acquisition

		Board members before acquisition				Board members after acquisition
	1.	Mr. Helmuts Kleins						1. Mr. Helmuts Kleins
	2.	Mr. Guillaume Mollo				2.	Mr. Guillaume Mollo
	3.	Mr. Paul Reenan					3.	Mr. Paul Reenan
	4.	Mr. Maris Tkachenko			4.	Mr. Maris Tkachenko
	5.	Mr. Alexander Panin

4. Connected Nature

Seller is not a connected person of TU. The acquisition of additional shares does not constitute a connected transaction in accordance with the Notification of Capital Market Supervisory Board No. TorJor.21/2551.

5. Size of Transaction

The purchase price of this Transaction when considered in aggregate with the other acquisition transactions made during 6 months prior to 30 June 2020 is less than 0.01% of total assets of the Company, calculated in accordance with all criteria prescribed in the Notification of the Board of Governors of the SET Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, B.E. 2547 (2004) and the Notification of Capital Market Supervisory Board No. TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets. Therefore, TU is not required to make a mandatory public disclosure under the Acquisition and Disposition Rules.

6. Benefits Expected to Be Received

After this transaction, TU through TUES1 becomes largest shareholder of TUMD, TU is expecting to drive and accelerate DPR's business strategy and increase synergy with TU as a supplier. Its manufacturing and distribution platform offers significant opportunities for further growth and development in key European and emerging markets.

7. Opinion of the Board of Director and the Audit Committee Acknowledged and approved the transactions.

Please be informed accordingly and consider further dissemination to investors.

Yours sincerely,

Thai Union Group Public Company Limited

Mr. Thiraphong Chansiri

Mr. Chuan Tangchansiri

Directors

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