GRC 031/2016

14 December 2016

Subject: Restructure of shareholding in subsidiary Attention: President

Stock Exchange of Thailand

We, Big C Supercenter Public Company Limited (the "Company") would like to inform that our Board of Directors' Meeting No. 11/2016 held on 14 December 2016, has made important resolution on restructure of shareholding in subsidiary, i.e., C Distribution (Thailand) Limited ("CDT") with following substances:

  1. Approved that the Company receive the transfer of shares from C-Distribution (Asia) Limited, in CDT, in proportion to the shareholding ratio between the Company and BJC Distribution Limited (BJCD) in CDA. Thereafter, the structure of shareholding will be as follows:

    Shareholders

    Before restructuring (%)

    Share transfer (%)

    After restructuring (Direct/Indirect) (%)

    1. Big C Supercenter Plc. (BIGC)

    30

    28

    58

    2. C-Distribution Asia PTE. LTD. (CDA)

    70

    -

    -

    3. BJC C Distribution Ltd. (BJCD)

    -

    42

    42

    Total

    100

    70

    100

  2. After the restructure, business opportunity of CDT will not be restricted as CDT will be a Thai company, with Thai majority. This will support online business of CDT.

  3. Although the receipt of share transfer from CDA is a connected transaction, but the restructure does not cause any negative impact to the Company. Besides, the transfer will be made proportionately based on shareholding ratio. Therefore, the Company is not obliged to submit the Information Memorandum under the Connected Transactions Regulations. Please note that the Audit Committee has agreed with the transfer of shares according to current shareholding ratio for the purpose of restructure on the basis that the transaction is reasonable, for the best interest of the Company.

Please be informed accordingly.

Sincerely Yours,

Ms. Rumpa Kumhomreun CFO & Business Controller

In case of inquiry, please contact: Secretariat Section,

Governance, Risk Management and Compliance Department Tel.02 655 0666 ext 7369, 7159

Big C Supercenter pcl published this content on 15 December 2016 and is solely responsible for the information contained herein.
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