Big C Supercenter Public : Submission of the Opinion of the Company on the Tender Offer (Form 250-2) and the Opinion of the Independent Financial Advisor of Big C Supercenter Public Company Limited

-Translation-

No. CGD 015/2017

27 July 2017

Subject: Submission of the Opinion of the Company on the Tender Offer (Form 250-2) of Big C Supercenter Public Company Limited

To: The President,

The Stock Exchange of Thailand

Enclosed:	1.	Copy of Opinion of the Company on the Tender Offer (Form 250-2) of Big C
Supercenter
Public Company Limited
2.	Copy of Opinion of the Independent Financial Advisor on the Tender Offer of
Big C Supercenter Public Company Limited

Pursuant to Big C Supercenter Public Company Limited (the "Company") has received a copy of Tender Offer Document (Form 247-4) dated 6 July 2017 from BJC Supercenter Company Limited and Saowanee Holdings Company Limited (collectively referred to as the "Offerors").

According to the Notification of the Capital Market Supervisory Board No. TorChor. 40/2552 re: Statement Form and Period for Preparing Opinion on Tender Offer, the Company has a duty to prepare the Opinion of the Company on the Tender Offer (Form 250-2). The Company's Board of Directors' Meeting No. 5/2560 held on 24 July 2017 has considered the Tender Offer made by the Offerors along with the Opinion of the Independent Financial Advisor on the Tender Offer accordingly. In this regard, the Company's Board of Directors, excluding those who have potential conflict of interests as being the related persons to the Offerors, has concluded that the shareholders of the Company should accept the Tender Offer made by the Offerors due to the appropriateness of the Tender Offer price which is not lower than the fair value of the Company's shares evaluated by the Independent Financial Advisor, including the reasonableness of the Tender Offer.

In this regard, the Company would like to submit the copies of the Opinion of the Company on the Tender Offer (Form 250-2) and the Opinion of the Independent Financial Advisor on the Tender Offer to the Office of the Securities and Exchange Commission, the Stock Exchange of Thailand and shareholdersw of the Company for your consideration.

Furtthermore, in considering whether to accept or reject the Tender Offer, each shareholder should consider the details of the Opinion of the Company on the Tender Offer, along with the Opinion of the Independent Financial Advisor on the Tender Offer according to the enclosures attached herewith, and other relevant sources of information which the shareholder considers to be reliable in making the decision with regard to the Tender Offer. However, the final decision whether to accept or reject the Tender Offer shall primarily rest with the shareholders' discretion.

Yours sincerely,

Big C Supercenter Public Company Limited

Mr. Aswin Techajareonvikul

Chief Executive Officer & President

In case of inquiry, please contact:

Corporate Governance and Company Secretary Division Tel.[phone] ext 1095, 1892

2

(Translation) Opinion of the Business on the Tender Offer for Securities (Form 250-2)

Of

Big C Supercenter Public Company Limited 27 July 2017

Table of Content

1. The Status of the Business Regarding its Past and Projected Performance including the

   Assumptions Applied 3

2. Business Background 3

3. Nature of Busines 5

4. Structure of Revenues 9

5. Shareholders of the Business 9

6. The Board of Directors of the Business 10

7. Summary of Financial Position and Performance (Consolidated) 11

8. Industry and Competition 23

9. Projection of Future Operating Results 25

10. Opinion on the Accuracy of the Business' Information Shown in the Tender Offer 25

11. Any Relationship or Agreement between the Business' Director/s, whether on his/their own Behalf or in Capacity as the Business' Director/s or as the Offeror's Representative/s, and the Offeror, including the Shareholding by the Business' Director/s in the Offeror's Juristic Entity and any Contract or Agreement Made or to be Made between them in Various Aspects (such as

    Management, etc.) 25

12. Shareholding, both directly and indirectly by the Business, Management or Director of the

    Business in the Tender Offeror or Major Shareholder of the Tender Offeror 25

13. Shared Management and Dirctors between the Tender Offeror and the Business 26

14. Related Party Transactions 26

15. Summarize the material information of any contract/agreement/memorandum of understanding, entered into by the Offerors or the related parties prior to making the Tender Offer for the purpose of acquiring securities of the business, regardless of whether or not such contract/agreement/memorandum of understanding is entered into for the

    tender of securities in the Tender Offer 27

16. Opinion of the Business' Board of Directors to the Securities Holders 27

17. Reasons to Accept and/or Reject the Tender Offer 28

18. Opinions and Reasons of the Individual Directors and the Number of Shares held by each

    of them (only in case where the opinion in 4.1 is not unanimous) 30

19. Benefits or Impacts from the Plans and Policies Indicated in the Tender Offer and Viability

    of Such Plans and Policies 30

20. Additional Opinion of the Board of Directors of the Business (only in Case of a Tender Offer for Delisting of Securities in Accordance with the Stock Exchange of Thailand's

    Requirements) 33

21. Opinion of the IFA who is under the List of Financial Advisor certified by SEC 33

22. Opinion of the Business on the Tender Offer for Securities

    27 July 2017

    Dear Shareholders of

    Big C Supercenter Public Company Limited

    On 6 July, 2017, Big C Supercenter Public Company Limited ( the "Business" or "BIGC") received the statement of a Tender Offer (Form 247-4) from BJC Supercenter Company Limited and Saowanee Holdings Company Limited ("the Offeror"), with details as follows:

    Type of Securities	Amount of securities to be purchased *		Amount of securities to be purchased as% of		Offer price per unit (Baht)	Total value of Tender Offer (Baht)
    	Shares/Units	Voting rights	Total amount of securities sold of the Business	Total amount of voting rights of the Business
    Ordinary shares	17,008,187	17,008,187	2.06	2.06	225.00	3,826,842,075
    Preferred shares	-	-	-	-	-	-
    Warrants	-	-	-	-	-	-
    Convertible debentures	-	-	-	-	-	-
    Other securities (if any)	-	-	-	-	-	-
    2.06	Total	3,826,842,075

    Total

    Note * As of 29 May 2017 (last book close), the Tender Offerors hold 807,991,813 ordinary shares, representing 97.94 percent of the total issued and paid-up shares and total voting rights of the. The Tender Offerors shall make a tender offer for all remaining 17,008,187 ordinary shares of the Business, representing

    2.06 percent of the total issued and paid-up shares and total voting rights of the Business, and at the price of THB 225 with the total value of THB 3,826,842,075

    Objective of the Tender Offer

    The objective of the Tender Offer is to delist the securities of the company listed on the Stock Exchange of

    Thailand ("SET")

    Tender Offer Price and Period

    The Tender Offerors will purchase the common shares of the Business at the price of THB 225 per share (the "Offer Price") with the Tender Offer Period of 45 business days from 9:00 a.m. to 4:00 p.m. on every business day of the Tender Offer Agents, from 7 July 2017 to 12 September 2017 inclusive

    The Tender Offer price is the final offer price without further changes (Final Offer), and the Tender Offer period is the final period without further extension (Final Period),unless any of the following conditions arises:

    • The Offerors may reduce the Offer Price or extend the Offer Period in the case of any event or action that occurs during the Offer Period which causes severe damage to the status or assets of the Business

    • The Offerors may change the offer or extend the Offer Period to compete with another offeror who has submitted a tender offer for shares of the Business during the Offer Period.

      Conditions for Cancellation of the Tender Offer

      The Offerors may cancel the Tender Offer upon the occurrence of one or more of the following events:

    • any event or action occurring after the submission of the Tender Offer to the Office of the Securities and Exchange Commission (the "SEC") but within the Offer Period which causes or may cause severe damage to the status or the assets of the Business, where such event or action has not result solely from the actions of the Offerors or actions for which the Offerors are responsible; or

    • an occurrence of any event that cease the requesting for delisting of the securities of BIGC from the SET

    Tender Offer Revocation Period

    The Offeree is able to revoke its acceptance of the Tender Offer at the office of the Tender Offer Agent on any business day between 7 July 2017 and 7 August 2017 inclusive during the hours of 9:00 a.m. to 4:00 p.m., totaling 20 business days. The Offeree wishes to revoke its acceptance of the Tender Offer, it must follow the Tender Offer Cancellation Procedures.

    The Business has reviewed the Tender Offer by taking into account the best interest of the securities holders and would like to express opinion as a basis for consideration as follows:

23. The Status of the Business Regarding its Past and Projected Performance including the Assumptions Applied

24. Business Background

    Big C Supercenter Public Company Limited has major development as follows:

    1994

    • First Big C Supercenter opened on Chaengwattana road in Bangkok. This store is our original hypermarket, following successful dual retail-property model and targeting mid- to low-income customer group

      1999

      • Formed a business alliance with Casino Group, a leading French retailer and one of the world's foremost food retailers, benefiting Big C from sharing of knowledge and expertise of Casino Group from multiple store formats and distribution channels in various countries

        2002

      • Founded Big C Foundation, aiming to provide educational opportunities to under privileged children. Since its inauguration Big C Foundation has contributed over 350 million Baht to support and promote youth education by constructing 4 4 school buildings for underprivileged schools across Thailand, granting over 42,000 scholarships to students nationwide and constructing youth development facilities such as libraries, basketball courts and community hospitals

        2011

      • Acquired Carrefour's Thailand operations (43 stores) gaining access to Bangkok city center locations and many tourist destinations. The acquisition also enlarged Big C's target customer profile to include mid- to high-income segment in selected stores

      • Introduced two new large format stores: Big C Extra concept for ex-Carrefour premium stores targeting mid to high income customers; and Big C Jumbo targeting professional customers such as hotels, restaurants and caterers (HORECA), as well as large families

        2012

      • Entered into a strategic partnership with Bangchak Petroleum to set up Mini Big C proximity stores in Bangchak service stations.

      • Executed a successful private placement of 23.6 million shares and used proceeds to partially repay the debt we took to acquire Carrefour Thailand operations

        2013

      • Reached a respectable age of 20 years, exhibiting the resilience of our successful dual retail-property model as Big C has thrived through various ups and downs over the years.

      • As part of our 20 th anniversary celebrations we 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

        2014

      • As a part of our complete supply chain overhaul, we opened two new distribution centers the first one at Amphur Thanyaburi, Pathumthani Province and the another at one Amphur Bangplee Samuprakarn Province during the year, providing us more efficiency and capacity for expansion in future.

      • Accelerated our e-commerce business development by launching Cdiscount.co.th, pure e-commerce player, in partnership with Cdiscount International

        2015

      • Completed our major supply chain overhaul by opening new state-of-the-art Fresh Food distribution center in Ladkrabang.

        • Our omni-channel integration progressed further with joint promotion campaigns between our physical and online stores and opening more online order pick up points to our stores.

        • Launched various exciting partnership developments with Thailand Post and Happy Fresh.

          2016

        • Berli Jucker Public Company Limited, one of Thailand's leading commercial conglomerates, acquired Casino Group's stake in Big C Supercenter, and subsequently after completing tender offer, BJC shareholdings increased to 97.94% of Big C's shares.

        • Continued ramping-up our expansion and store renovations during the year, and building up the pipeline for further expansion in 2017

        • Launched first Mini Big C franchise stores, and extended Mini Big C store network to Shell, Caltex, and Esso gasoline stations.

        • Rebranded Cdiscount.co.th into Cmart.co.th and completely revamped our Big C Shopping Online website.

        • Started implementing organizational changes to become the "Thai retailer who has customer in our heart".

25. Nature of Business

26. Retail and Online Business

    BIGC is an omni-channel retailer operating throughout Thailand with a fully integrated network of physical and online store formats. Our stores offer a complete selection of everyday products at low prices, an outstanding service, and a fun shopping experience to all consumer segments and their shopping needs from stock-up to top-up shopping. The Company's strong dual retail-property model helps provide the customers a one-stop-shopping destination as the towncenter tenants complement BIGC's store offering. The stores are operated through 5 store formats:

    Brand	Store Formats and Target Customers
    Big C Supercenter	A hypermarket targeting mid-to-low income customer segments offering maximum value through the combination of low prices, a wide selection of goods and services, a clean and efficient shopping environment,and outstanding service.
    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 than Big C Supercenter - while keeping Big C's signature low prices
    Big C Market	A supermarket format, targeting the mid-to-low income customer segment. The relatively smaller size of Big C Market enables us to penetrate the areas that are not in the main district of a province and it is designed to be the largest modern retailer in its catchment area. These stores differ from more traditional supermarkets concentrating mainly to food, by offering wide range of products from fresh food to electronics.

    Brand	Store Formats and Target Customers
    Mini Big C	A proximity/convenience store format targeting mid-to-low income customer segments. Proximity type Mini Big C stores carry a larger assortment than typical convenient stores and offer selected promotional items as in our hypermarkets -- making it an ideal place for top-up shopping. Our convenience type Mini Big C stores offer an assortment geared towards convenience shopping and are mostly located at gasoline 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.

    While ecommerce is still relatively new in the Thai retail landscape and still represents only a small portion of the total retail sales, the Company believes that it is only a matter of time before it gains popularity and considers it important for BIGC to be part of this development. To us, the online offer is also an essential part of our omni-channel strategy, integrating the physical and online stores, and the Company believes that their physical store network offers advantages over pure ecommerce businesses in serving customers. The online customers can pick up their orders from our stores nationwide, offering additional convenience to the customers who can combine their order pick-up with their daily / weekly shopping routine. More and more customers make use of the additional convenience of the "click-and-collect" option instead of having to wait at home for their deliveries to arrive. BIGC currently has 2 online store formats:

    Brands	Business and Target Customers
    Big C Shopping Online	The extension of the physical Big C stores, providing the existing customers an additional shopping channel by offering familiar Big C ranges at same prices and promotions as the physical stores, and utilizing the Company's hypermarket store network for order fulfillment and offering an order pick-up option.
    CMART	The exciting pure-play ecommerce platform that was created in 2016 when the Company rebranded Cdiscount.co.th. CMART targets all customer segments including customers who do not normally shop at physical stores. CMART offers a wider range of products which the customers would not necessarily find in physical stores, and the market place offers a platform for selected partners, including Big C shopping mall tenants, to sell their products through CMART.

27. Property Rental Business

28. Shopping malls have a vital role to play in making the stores a "one-stop shopping destination" for the customers. Wide-ranging services and products offered by vendors and tenants at the rental space, inside and outside a store, not only draw customer traffic to stores but also provide rental income which is an important part of our revenues. Our tenants complement our store offering and can range from cinemas to kiosks and from home improvement stores to food vendors. They also offer various other services to our customers, such as official documentation services at Amphor Yim (Smiling Government District) stations, Immigration Service Centers at Big C

    Supercenter Don Mueang and Ratburana branches, and the Department of Consular Affairs Passport Office at our Big C Suwintawong store.

    BIGC's tenants mix can be classified into 5 categories based on lease terms and types of business, as follows:

    Tenants	Lease Terms and Types of Business
    Commercial Retail Unit	Consisting of mainly well-known brand name apparels, restaurants, cafes, banks and major chains, commercial retail unit tenants help enhance image, attractiveness and product varieties of Big C shopping centers.
    Anchor Store	Consisting of large-scale tenants such as home improvement stores, cinemas, fitness centers, IT mall, and even Government Passport Office. Junior anchor tenants help satisfy customers' needs beyond Big C's product and service offerings. This type of tenants plays an important role in drawing additional traffic to our stores and making our shopping centers a one-stop shopping destination for customers.
    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 buildings helps add fun and excitement to our customers' shopping experience.

    Shareholding Structure

    Company	Percentage of Ownership Interest	Registered Capital (THB mm)	Paid-up Capital (THB mm)	Type of Business
    Direct Subsidiaries
    CMALL Limited (formerly known as "Chiangmai Big C (2001) Co., Ltd.")	100.00	300.00	300.00	Dormant
    Central Superstore Ltd.	100.00	1,300.00	1,220.00	Rental of immovable assets and holding company
    Theparak Big C Ltd.	100.00	80.00	80.00
    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
    CMART (Thailand) Co., Ltd (formerly known as "Big C Distribution Co., Ltd.")	100.00	1.00	1.00	Dormant
    Cen Car Ltd.	39.00* (Another 61% held by subsidiaries)	10,000.00	8,950.00	Rental of immovable assets

    Company	Percentage of Ownership Interest	Registered Capital (THB mm)	Paid-up Capital (THB mm)	Type of Business
    Phitsanulok Big C 2015 Ltd. (formerly known as "SSCP (Thailand) Ltd.")	100.00	5,462.00	5,462.00	Retail business and holding company
    Big C Supercenter (Lao) Co., Ltd. (Incorporated in Laos)	100.00	157.00	31.00	Retail and wholesale business (not yet commence operation)
    Big C Services Limited	100.00	0.10	0.10	Operational supporting activities in relation to life and non-life insurance services (not yet commence operation)
    C Distribution (Thailand) Co., Ltd.	58.00	100.00	100.00	E-commerce
    C-Distribution Asia Pte. Ltd. (Incorporated in Singapore)	40.00	EUR 4.50 mm	EUR 4.50 mm	E-commerce
    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
    Phitsanulok Big C Ltd.	100.00	1,050.00	1,050.00	Retail and rental of immovable assets
    Cen Car Ltd.	61.00* (Another 39% held by subsidiaries)	10,000.00	8,950.00	Rental of immovable assets

    Source: BIGC's Form 56-1 for the year 2016 and BIGC's financial statements for the period ended 31 March 2017

29. Structure of Revenues

    The main sources of revenues of the Company and its subsidiaries are retail sales, and rental and service income received from shopping mall tenants. The main components in Other Revenues are brochure advertising income and in-store media concessions. The comparison of revenues in 2014, 2015, 2016 and 3m 2017 are shown below.

    (Unit : THB mm)	2014		2015		2016		3m 2017
    	Value	%	Value	%	Value	%	Value	%
    Sales	121,845	90.0	119,620	89.5	107,240	88.7	24,561	87.8
    Rental and Service Income	9,385	6.9	9,787	7.3	10,101	8.4	2,596	9.2
    Other Revenues	4,165	3.1	4,302	3.2	3,577	2.9	831	3.0
    Total Revenues	135,395	100.0	133,709	100.0	120,918	100.0	27,988	100.0

30. Shareholders of the Business

    Top 10 shareholders as of 29 May 2017

    No.	Shareholders	No. of shares	% of shares
    1	BJC Supercenter Co., Ltd.	589,711,813	71.48
    2	Saowanee Holdings Co., Ltd.	218,280,000	26.46
    3	Aberdeen Growth Fund	2,313,500	0.28
    4	Aberdeen Long Term Equity Fund	2,264,600	0.27
    5	Thai Nvdr Co., Ltd.	1,489,219	0.18
    6	Aberdeen Small Cap Fund	1,451,400	0.18
    7	BNP PARIBAS SECURITIES SERVICES, LONDON BRANCH	1,262,700	0.15
    8	Aberdeen Smart Capital - Retirement Mutual Fund	1,072,800	0.13
    9	BNP PARIBAS SECURITIES SERVICES SINGAPORE BRANCH	781,200	0.09
    10	HSBC BANK PLC-WEST YORKSHIRE PENSION FUND 4TH FLOOR BRITANNIA HOUSE HALL INGS BRADFORD BD1 1HX	625,000	0.08
    Total		819,252,232	99.30

    The Tender Offer (Form 247-4) disclosed that BJC is an indirect shareholder in BJC Supercenter Company Limited and Saowanee Holdings Company Limited in the portion of 100%. However, TCC Corporation Company Limited is the major shareholder of BJC, holding 74.88% of total issued shares, where the list of ultimate shareholders of TCC Corporation Company Limited is presented in the following table.

    Name	Number of Shares	Percentage of paid up shares	Percentage of total voting rights
    TCC Top Enterprise Limited/1	489,906,880	48.99	48.99
    Mr. Charoen Sirivadhanabhakdi	254,951,450	25.50	25.50
    Khunying Wanna Sirivadhanabhakdi	254,574,750	25.45	25.45
    North Park Real Estate Company Limited	566,920	0.06	0.06
    Total	1,000,000,000	100.00	100.00

    Remark: /1 Mr. Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi are major shareholders

31. The Board of Directors of the Business

    The Board of Directors of the Company as of 24 July 2017, consists of 14 persons as follows:

    No.	Name	Position
    1	Mr. Charoen Sirivadhanabhakdi	Chairman of the Board / Non-Executive Director
    2	Khunying Wanna Sirivadhanabhakdi	Vice Chairman of the Board / Non-Executive Director
    3	Ms. Potjanee Thanavaranit	Independent Director
    4	Police General Aek Angsananont	Independent Director
    5	General Nivat Meenayotin	Independent Director
    6	Mr.Vachara Tuntariyanond	Independent Director
    7	Ms. Suvabha Charoenying	Independent Director
    8	Mr. Sithichai Chaikriangkrai	Non-Executive Director
    9	Mr. Weerawong Chittmittrapap	Non-Executive Director
    10	Mr. Chotiphat Bijananda	Non-Executive Director
    11	Mrs. Thapanee Techajareonvikul	Non-Executive Director
    12	Ms. Sureerat Silpsakulsuk	Non-Executive Director
    13	Mr. Aswin Techajareonvikul	Executive Director / CEO & President
    14	Mrs. Vipada Duangratana	Executive Director

32. Summary of Financial Position and Performance (Consolidated)

33. Statement of Financial Position

    (Unit : THB million)	2014	2015	2016	Q1/2017
    Assets	11,413.53	2,431.80	2,397.53	1,267.29
    Current assets
    Cash and cash equivalents
    Trade and other receivables	227.97	769.18	1,510.06	1,449.46
    Supplier and tenant receivables	3,206.13	835.58	1,252.96	1,234.38
    Inventories	11,552.36	10,918.35	12,131.15	13,104.16
    Other current assets	914.14	995.63	29.86	54.05
    Total current assets	27,314.14	15,950.54	17,321.56	17,109.34
    Non-current assets	84.00	351.00	-	-
    Loan to associate companies
    Investment properties	16,187.61	16,003.14	16,126.39	15,997.06
    Property, plant and equipment	26,042.70	27,035.90	26,634.07	26,683.18
    Goodwill	26,722.03	26,722.03	26,722.03	26,722.03
    Leasehold rights	4,778.78	5,117.23	5,101.75	5,128.42
    Other intangible assets	153.99	146.19	194.24	204.77
    Deferred tax assets	689.80	709.37	724.72	743.76
    Other non-current assets	805.30	826.35	820.52	818.52
    Total non-current assets	75,464.22	76,911.23	76,323.72	76,297.74
    Total assets	102,778.36	92,861.77	93,645.28	93,407.07
    Liabilities and shareholders' equity	6,000.00	-	6,555.00	7,095.00
    Current liabilities
    Short-term loans from financial institutions
    Trade and other payables	28,863.72	26,610.21	22,580.98	20,710,79
    Current portion of unearned leasehold rights	36.65	45.20	41.51	43.74
    Current portion of long-term loans from financial	4,675.00	5,675.00	3,300.00	2,625.00
    institutions
    Short-term loan from parent company	-	-	2,000.00	2,000.00
    Income tax payable	400.28	183.00	92.32	273.83
    Short-term provisions	46.36	48.23	64.99	66.66
    Other current liabilities	2,080.19	2,257.05	88.60	76.61
    Total current liabilities	42,102.21	34,818.69	34,723.40	32,891.64
    Non-current liabilities Unearned leasehold rights - net of current portion	157.55	411.90	415.48	419.00

    (Unit : THB million)	2014	2015	2016	Q1/2017
    Long-term loans from related company	-	-	228.43	222.58
    Long-term loans from financial institutions - net of	13,975.00	6,300.00	3,000.00	3,000.00
    current portion
    Liabilities under a finance lease agreement - net of	237.80	226.60	214.88	211.87
    current portion
    Provision for long-term employee benefits	453.71	547.11	667.17	688.42
    Deferred tax liabilities	1,536.01	1,621.85	1,580.70	1,595.54
    Other non-current liabilities	2,169.48	2,264.87	2,479.83	2,521.61
    Total non-current liabilities	18,529.55	11,372.33	8,586.50	8,659.02
    Total liabilities	60,631.76	46,191.02	43,309.91	41,550.66
    Shareholders' equity	8,250.00	8,250.00	8,250.00	8,250.00
    Registered capital
    Issued and fully paid up capital	8,250.00	8,250.00	8,250.00	8,250.00
    Share premium	5,955.65	5,955.65	5,955.65	5,955.66
    Retained earnings
    Appropriated - statutory reserve	901.96	901.96	901.96	901.96
    Unappropriated	27,083.98	31,788.28	35,984.04	37,555.81
    Other components of shareholders' equity	(65.75)	(235.75)	(538.91)	(541.49)
    Equity attributable to owners of the Company	42,125.84	46,660.14	50,552.74	52,121.93
    Non-controlling interests of the subsidiaries	20.75	10.61	(217.37)	(265.52)
    Total shareholders' equity	42,146.59	46,670.75	50,335.37	51,856.41
    Total liabilities and shareholders' equity	102,778.36	92,861.77	93,645.28	93,407.07

34. Income statement

    (Unit : THB million)	2014	2015	2016	3m 2017
    Revenues Sales Rental and service income	121,844.60 9,385.37	119,620.11 9,787.08	107,239.56 10,101.29	24,561.16 2,596.16
    Total revenues	131,229.97	129,407.19	117,340.85	27,157.31
    Cost of sales and service Gross profits	(103,619.64) 27,610.33	(103,173.99) 26,233.20	(91,540.61) 25,800.25	(20,600.26) 6,557.05
    Other income Profits before expenses	4,164.56 31,774.89	4,301.92 30,535.12	3,577.60 29,377.84	830.48 7,387.54
    Selling, general and administrative expensesSelling and services expenses	(19,231.72)	(18,877.12)	(18,762.42)	(4,744.86)

    (Unit : THB million)	2014	2015	2016	3m 2017
    Administrative expenses Total selling, general and administrative expenses	(2,561.21) (21,792.93)	(2,457.45) (21,334.58)	(2,420.18) (21,182.59)	(671.37) (5,416.23)
    Profit before share of loss from investments in associates	9,981.96	9,200.55	8,195.25	1,971.31
    Share of loss from investments in associates Profit before finance cost and income tax expenses	(110.57) 9,871.39	- 9,200.55	- 8,195.25	- 1,971.31
    Finance cost Profit before income tax expenses	(865.91) 9,005.48	(677.43) 8,523.12	(491.49) 7,703.76	(83.23) 1,888.07
    Income tax expenes Profit for the year	(1,755.88) 7,249.60	(1,621.22) 6,901.89	(1,331.63) 6,372.13	(364.46) 1,523.61

35. Cash flows statement

    (Unit : THB million)	2014	2015	2016	3m 2017
    Net cash flows from operating activities	11,646.70	11,387.18	2,463.41	117.00
    Net cash flows used in investing activities	(3,609.91)	(5,575.76)	(3,320.30)	(1,106.78)
    Net cash flows used in financing activities	(3,797.89)	(14,857.25)	703.00	(137.88)
    Net increase (decrease) in cash and cash equivalents	4,238.90	(9,045.83)	(153.88)	(1,127.66)
    Cash and cash equivalents at beginning of year	7,174.63	11,477.63	2,431.80	2,397.53
    Cash and cash equivalents from business combination	-	-	119.62	(2.58)
    under common control
    Cash and cash equivalents at end of year	11,413.53	2,431.80	2,397.53	1,267.29

36. Management's Discussion and Analysis Business Environment

    After a sluggish 2015, the year 2016 saw a moderate growth recovery for the Thai economy. The recovery was largely driven by government spending through various stimulus measures and growing tourism sector. On the other hand, sustaining high household debt levels and various external factors during the year continued to keep consumer confidence at a low level. Also during the latter part of the year, the government's crackdown on "zero-dollar" tours and increased visa-on-arrival fees for certain nationalities led to a slowdown in growth of tourist arrivals. The passing of His Majesty King Bhumibol Adulyadej on 13th of October and the following nationwide mourning also contributed to a temporary consumption slowdown during the last quarter of the year. However the successful government stimulus measure to allow an income tax deduction of up to THB 15,000 on goods bought between 14th - 31st December boosted December consumption and consumer confidence index which ended the year at 73.7 points, up from 72.3 points in November.

    First Quarter 2017, Thai economy presented largely positive signals, albeit still relatively modest, during the first quarter of 2017. Although Thai banks reported some growth of Non-Performing Loan ratio and Thai households'

    debt levels peaked at an eight-year high, Thai exports grew 4.9% year-on-year during first quarter, in-line with the Ministry of Commerce's 5% growth target for the year but beating market expectations. This led Thai consumer confidence index to hit 76.8 points in March, its highest level in two years, as consumers were citing strong exports, tourism spending, and increasing commodity prices as positive factors. Also due to the improved economic growth outlook driven by increased external demand impacting export growth, and continued recovery of tourism sector, and public expenditure, Bank of Thailand adjusted its full year GDP growth expectation to 3.4% from previous 3.2%. It also said that it now expects Thai GDP to grow 3.6% in 2018.

    Business of Big C

    Over the years we have evolved from being a hypermarket operator into an omni-channel retailer with strong dual retail-property model. This allows us to serve our customers through our various and connected store formats - physical stores as well as online offerings - while our town center tenants complement our store offerings and provide stability to our income. Our stores serve customers from all income groups. We are considered the price leader in Thailand and continually control our costs and improve our operational efficiencies. This enables us to be the price leader while still sustaining our profitability.

    • Retail: Even though the hypermarket format continues to be our main source of retail sales, we operate various other connected store formats including Big C Market supermarkets, Mini Big C proximity stores, online offering, and various specialty stores such as Pure drugstores. Our store expansion continued during the year in all formats with the opening of 4 hypermarkets and acquisition of 2 MM Mega Market stores, 4 Big C Market stores, 83 Mini Big C stores (including 37 franchise stores and closed 9 company-owned stores), and 4 Pure drugstores (closed 25 Pure during the year). This compares to our 2015 expansion of 2 hypermarkets, 18 Big C Market stores, 67 Mini Big C stores, and 14 Pure drugstores, and our 2014 expansion of 4 hypermarkets, 7 Big C Market stores, 46 Mini Big C stores, and 20 Pure drugstores. At the end of 2016 our store network consisted of 131 large format stores (Big C Supercenter, and Big C Extra), 59 Big C Market, 465 Mini Big C (including 37 franchise stores), and 142 Pure Drugstores.

      First quarter 2017, we opened 11 Mini Big C stores (including 5 franchise stores) and closed down 1 store during Q1 2017, increasing our Mini Big C store count to 475 stores (including 42 franchise stores) at the end of March 2017.

      Number of stores at the end of March 2017

    • Rental: Big C operates a strong dual retail-property model. Our tenants complement our store offering, and rental income offers stability to our revenue as the majority of tenants pay fixed rents. Rental areas at our Hypermarkets and Big C Market stores are our main sources of rental income while other formats such as Mini Big C have very limited rental income contribution. During the year all new hypermarket and Big C Market stores had rental areas and at the end of the year the total rental area reached c.834,000 sqm, up from c.785,000 sqm in 2015, and c.767,000 sqm in 2014.

37. First quarter 2017 update: At the end of March 2017 our rental area had reached 837,000 sqm.

    Financial Analysis

    The performance of BIGC and its subsidiaries for the full year 2016 has been examined by our auditors and have received unqualified opinion which means that in the auditor's opinion they present fairly the financial position of the Company. Please note that the consolidated financial statements include the financial statements of Big C Supercenter Public Company Limited, and the various subsidiary companies. The Company did not adopt any new accounting policies during the year. Please see note to financial statement no. 4 and 4.7 for more detail regarding the useful life of the assets.

    Income Statement

    ended 2016 reflected the operating profit of THB 8,195 million, a decline of THB 1,006 million or 10.9% over the same period in 2015. When compared to same period in 2014, this performance represents a decrease of THB 1,676 million or 17.0%. Net profit attributable to equity holders of the Company for the year amounted to THB 6,409 million, compared to a net profit of THB 6,898 million over the same period in 2015, which represents a decrease of THB 489 million, or 7.1%. When compared to the same period in 2014, this performance represents a decrease of THB 826 million or 11.4%. Big C's 2016 net income was adversely impacted by certain reverse income items related to service income. One-off items during 2015 also caused a high base for year-on-year comparison as we for example sold land and reversed long outstanding account payables. Excluding these one-off items Big C's Recurring Net Income for FY2016 was THB 6,616 million, an increase of 3.4% year-on-year. Our fresh-food sales performance was strong during the year as we increased our focus and investment on this ever important category. Meanwhile our rental and service performance continued its resilient and steady performance. We were able to reduce our costs during the year due to change of major shareholder, for example switching our insurance provider gave us significant savings on insurance premium. This led to lower SG&A costs, although the decline was not yet sufficient to offset the sales decline.

    First quarter 2017 update: The operating results of the Company for the first quarter 2017 reflected the operating profit of THB 1,971 million, a decline of THB 43 million or -2.1% over the same period in 2016. Net profit attributable to equity holders of the Company for the first quarter of 2017 amounted to THB 1,572 million, compared to a net profit of THB 1,507 million over the same period in 2016, which represents an increase of THB 65 million, or 4.3%.

    The abovementioned performance for full year 2016 and first quarter 2017 is based on the following items:

38. Net Sales

    Net sales in 2016 amounted to THB 107, 240 million, which represented a decrease of THB 12, 381 million, or 10.3% over the same period in 2015. When compared to 2014 the decrease was THB 14,605 million or 12.0% . Retail sales decline in 2016 was mainly driven by declining same-store-sales evolution as our dry- food segment was impacted by our decision to discontinue unprofitable sales practices, and continued challenging non-food segment sales dragged down our full year 2016 like-for-like performance to -12.8%.

    Net sales amounted to THB 24,561 million in Q1 2017, which represented a decrease of THB 4,865 million, or -16.5% over the same period in 2016. This decline continued to be driven by discontinuation of unprofitable sales practices leading to like-for-line sales decline of -20.0% for the quarter.

39. Rental and Service Income from tenants

    Rental and Service Income from tenants amounted to THB 10,101 million in 2016 which represented an increase of THB 314 million or 3.2% over the same period in 2015. When compared to 2014 the increase is THB 716 million or 7.6% . This increase was mainly the result of successful management of lettable space, additional lettable space from new store openings and extension and right-sizing renovations, and the sustained high occupancy rate.

    Rental and Service Income from tenants amounted to THB 2,596 million in Q1 2017, which represented an increase of THB 150 million, or 6.1% over the same period in 2016. This increase was driven by additional lettable space from expansion last year, and sustained high occupancy rate.

40. Other Income

    Other Income includes various income such as advertising income from suppliers for the advertisements placed in the Company'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, gain or loss from disposals of property, plant and equipment and investment property, and interest income. In 2016, other income amounted to THB 3, 578 million. This represented a decrease of THB 724 million or 16.8% over the same period in 2015. This decline was mainly due to declining service income from in store media concession. When compared to 2014 the decrease is THB 587 million or 14.1%.

    Other Income amounted to THB 830 million in Q1 2017, which represented a decrease of THB 187 million, or -18.4% over the same period in 2016. This decrease was mainly due to declining brochure advertising income.

41. Segment performance

    Starting from 2013 the Company has been reporting its segment performance. Operating segment information is reported in a manner consistent with our internal reports that are regularly reviewed by our Chief Executive Officer in order to make decisions about the allocation of resources to the segment and assess its performance. For management purposes, the Company is organized as business units based on its store formats and has two reportable segments:

42. Hypermarket segment which include Big C Supercenter, and Big C Extra stores

43. Small store segment including Big C Market, Mini Big C and Pure drugstores

    During 2016 large store segment contributed THB 101,437 million or 87.0% of total segment revenues, down from 89.6% in 2015 and 90.8% in 2014. Small store segments contribution to total revenues grew to THB 15,057 million or 12.9% in 2016 from 10.4% in 2015 and 9.2% in 2014. The growth in small store segment is due to a continued expansion particularly in Big C Market and Mini Big C formats with opening of 4 Big C Market and 83 Mini Big C (closed 9 stores in 2016) and 18 Big C Market and 67 Mini Big C in 2015.

    Large store segment contributed THB 24,338 million or 85.9% of total segment revenues in Q1 2017, down from 88.4% during the same period in 2016. Small store segments contribution to total revenues grew to THB 4,007 million or 14.1% in Q1 2017 from 11.6% during the same period in 2016. The growth in small store segment is due to a continued expansion particularly in Big C Market and Mini Big C formats.

44. Gross Profit

    Gross Profit in 2016 stood at THB 15,699 million, a decrease of THB 747 million or 4.5% over the same period in 2015. When compared to 2014 the decrease is THB 2,526 million or 13.9%. This decline was mainly driven by our decision to discontinue unprofitable sales practices in mid-2016, which caused a steep decline to our dry-food sales during second half of 2016. However our gross profit margin increased from 13.8% in first half of the year to 15.7% in second half of the year, due to the reduction of low margin products. We believe the change will provide us a more sustainable way to trade in future. Sluggish economic recovery also continued impacting non-food sales.

    Gross Profit in Q1 2017 stood at THB 3,961 million, an increase of THB 72 million or 1.8% over the same period in 2016. This increase was driven by increasing gross profit margin due to our strategic focus on the quality of sales

45. Selling and Administration Expenses

    Selling and Administration Expenses amounted to THB 21, 182 million in 2016 which represented a decrease of THB 152 million or 0.7% over the same period in 2015 despite our continued expansion. The decrease is mainly due to savings related to synergies with our new major shareholder for example switching our insurance providers gave us significant savings on insurance premiums. When compared to 2014 the Selling and Administration Expenses decreased by THB 611 million or 2.8%.

    Selling and Administration Expenses amounted to THB 5,416 million in Q1 2017 which represented an increase of THB 77 million or 1.4% over the same period in 2016. This slight increase was mainly due to increasing personnel expenses.

46. Finance cost

    Finance cost for 2016 amounted to THB 491 million which represented a decrease of THB 186 million or 27.4% over the same period in 2015. When compared to 2014 the decrease was THB 375 million or 43.2%. This decrease is mainly driven by debt repayments as we repaid THB 5,675 million of long term loans during 2016, and THB 6, 675 million of long term loans during 2015, and due to the current low interest rate environment as all our debts bear floating interest rates.

    Finance cost for Q1 2017 amounted to THB 83 million which represented a decrease of THB 45 million or 34.9% over the same period in 2016. This decrease was mainly driven by continued debt repayments, and the current low interest rate environment as all our debts bear floating interest rates.

47. Corporate income tax

48. The Company's corporate income tax for 2016 amounted to THB 1,332 million, a decrease of THB 289 million or 17.8% over the same period in 2015. This decrease is mainly driven by decreasing revenues and lower effective tax rate of 17.3% in 2016, while 2015 effective tax rate was 19.0%. The lower effective tax rate in 2016 was mainly driven by the reversal of previously booked "Deferred tax liability" arising mainly from insurance income recovery from property damage, and from the Thai Government's Investment Incentive program, allowing tax benefits from certain investments made between November 2015 to December 2017. When compared to 2014 the income tax decreased by THB 424 million or 24.1%.

    The Company's corporate income tax for Q1 2017 amounted to THB 364 million, a decrease of THB 20 million or 5.3% over the same period in 2016. This decrease is mainly driven by lower effective tax rate of 19.3% in Q1 2017; while 2016 effective tax rate was 20.4%. The lower effective tax rate in 2017 was mainly driven by the Thai Government's Investment Incentive program.

    Statement of Financial Position

    Total Assets

    As of December 31, 2016, the Company had total assets of THB 93, 645 million, representing an increase of THB 783 million or 0.8% when compared to the year 2015 and a decrease of THB 9,133 million or

    8.9% when compared to year 2014. The slight increase was mainly due to increased level of inventories as we work to ensure better overall stock availabilities in stores, and increased supplier and tenant receivables.

    As of March 31, 2017, the Company had total assets of THB 93,407 million, representing a slight decrease of THB 238 million or 0.3% when compared to the situation as of the December 31, 2016. This decrease was mainly due to declining cash and cash equivalents.

    Total Liabilities

    As of December 31, 2016, the Company had total liabilities of THB 43, 310 million at the end of December 2016, representing a decrease of THB 2,881 million or 6.2% compared to 2015, and a decrease of THB 17,322 million or 28.6% when compared to 2014. This decrease was mainly driven by decreased trade and other payable, and due to continued long term debt repayments as we repaid THB 5,675 million of long term loans during 2016, and THB 6,675 million of long term loans during 2015. The total trade accounts and other payables decreased by THB 6,141 million or 23.1% from the same period in 2015, and decreased by THB 8,394 million or 29.1% from the year 2014. Deferred tax liabilities decreased slightly by THB 41 million or 2.5% from 2015 and increased by THB 45 million or 2.9% from 2014.

    As of March 31, 2017, the Company had total liabilities of THB 41,551 million, representing a decrease of THB 1,759 million or 4.1% when compared to December 31, 2016. This decrease was mainly driven by lower trade and other payables and due to continued long term debt repayments.

    Cash Flow Statement

    BIGC's Net Cash Flows from Operating Activities amounted to THB 2, 463 million for 2016, representing a decrease of THB 8,924 million or 78.4% from 2015. This decrease was driven by a change in operating assets and liabilities as our inventory and supplier and tenant receivables increased and our trade and other payables decreased. When compared with 2014 Net Cash Flows from Operating Activities decreased by THB 9,184 million or 78.9%. For the year 2016 BIGC's Net Cash Flows Used in Investing Activities reached THB 3,320 million, representing a decrease of THB 2, 255 million or 40. 5% from 2015. This decrease was mainly driven by lower acquisition of property, plant and equipment as in 2015 we completed our new fresh food distribution center. When compared with 2014 Net Cash Flows Used in Investing Activities decreased by THB 290 million or 8.0%. For the year 2016 BIGC's Net Cash Flows from Financing Activities amounted to THB 703 million for the year, representing an increase of THB 15,560 million from 2015, and an increase of THB 4,501 million from 2014. This increase was mainly driven by increases in short-term loans from financial institutions and short-term loan from parent company during 2016.

    Big C's Net Cash Flows from Operating Activities amounted to THB 117 million for Q1 2017, representing an increase of THB 7,941 million or 101.5% from Q1 2016. This increase was driven by a change in operating assets and liabilities as our inventory increased, and trade and other payables decreased, less than in the same period in 2016. For the Q1 2017 Big C's Net Cash Flows Used in Investing Activities reached THB 1,107 million, representing an increase of THB 586 million or 112.5% from the same period in 2016. This increase was mainly driven by higher acquisition of property, plant and equipment. For the Q1 2017 Big C's Net Cash Flows from Financing Activities

    amounted to THB 138 million, representing a decrease of THB 7,510 million from the same period in 2016. This decrease was mainly driven by lower proceeds from short-term borrowings from financial institutions.

    Selected Financial Ratios for year 2014, 2015, 2016 and Q1/2017

    Financial Ratios	2014	2015	2016	Q1/2017
    Average inventory days (days)	37	40	46	55
    Average account payable days (days)	98	98	94	95
    Average account receivable days (days)	1	2	2	5
    Current ratio (times)	0.7	0.5	0.5	0.5
    Debt to equity ratio (times)	0.6	0.3	0.3	0.3
    Operating cash flow ratio (times)	0.3	0.3	0.1	N/A
    Interest coverage (times)	11.4	13.6	16.7	23.7
    Total liabilities to shareholder equity (times)	1.4	1.0	0.9	0.8
    Gross profit margin	15.0%	13.7%	14.6%	16.1%
    Operating profit margin	8.2%	7.7%	7.6%	8.0%
    Net profit margin	5.9%	5.8%	5.9%	6.4%
    Return on equity	18.3%	15.5%	13.2%	12.9%
    Return on assets	7.2%	7.1%	6.9%	6.9%
    Total assets turnover (times)	1.2	1.2	1.1	1.2
    Earnings per share (THB per share)	8.77	8.36	7.77	1.91
    Dividend per share (THB per share)	2.62	2.62	1.90	N/A
    Net book value per share (THB per share)	51.1	56.6	61.0	62.9

    Average inventory days and account payable day

    The effective working capital management is important for the Company and in 2016 its average account payable days were 94 days, which compares to 98 days in 2015 and 98 days in 2014. Over the same time period the average inventory days have increased to 46 days in 2016 from 40 days in 2015 and 37 days in 2014. The increase of inventory days in 2016 is due to company's decision to improve overall product availability for our customers and especially to build stock for end of the year high season to secure availability of products to our customers.

    As of March 31, 2017, the Company's average account payable days were 95 days, an increase of 2 days from December 31, 2016, while at the same time the average inventory days increased to 55 days as of March 31, 2017, an increase of 9 days from December 31, 2016. The increase is due to increased inventory level.

    Current ratio and debt-to-equity ratio

    The Company has been gradually reducing its gearing over the years since the acquisition of the Carrefour's Thailand operations. The Company's current ratio was 0.5 times as of 31 December 2016, in line with 0.5 times in 2015 and decrease from 0.7 times in 2014. This decrease in current ratio is due to long term debt repayments during 2016 and 2015, which in turn led to lower cash and cash equivalents at the end of 2016 and 2015 when compared to 2014. However the Company's debt-to-equity ratio (using interest bearing debt) has been reducing over the years, reaching 0.3 times at the end of 2016 and 2015, down from 0.6 times in 2014. This is due to the continued gradual debt repayment over the years. Also the Company's interest coverage ratio shows that we can comfortably cover our interest expenses from our operating profit as the ratio has been steadily increasing, reaching 16.7 times at the end of 2016, up from 13.6 times in 2015, and 11.4 times in 2014 due to reduced debt levels and low interest rate environment.

    As of March 31, 2017, the Company's current ratio was 0.5 times, stable from 0.5 times as of December 31, 2016. The Company's debt-to-equity ratio (using interest bearing debt) also remained stable and was 0.3 times as of March 31, 2017. The Company's interest coverage ratio increased to 23.7 times for Q1 2017, up from 16.7 times for full year 2016 due to reduced debt levels and low interest rate environment.

    Total liabilities to shareholders equity

    As of 31 December 2016, the capital structure of the Company was composed of total liabilities in the amount of THB 43,310 million and total shareholders' equity of THB 50,335 million. The ratio of total liabilities to shareholders equity was 0.9 times at the end of 2016, down from 1.0 times in 2015, and 1.4 times in 2014. The decrease is largely due to a decrease in trade and other payables and from the continued repayment of the loan used to acquire Carrefour Thailand operations in 2011.

    As of March 31, 2017, the capital structure of the Company was composed of total liabilities in the amount of THB 41,551 million and total shareholders' equity of THB 51,856 million. The ratio of total liabilities to shareholders equity was 0.8 times as of March 31, 2017, slightly down from 0.9 times as of December 31, 2017.

    Profitability ratios

    Our gross profit margin increased to 14.6% in 2016, representing an increase of from 13.7% in 2015 and a decrease from 15.0% in 2014. The year-on-year increase from 2015 was driven by our decision to discontinue unprofitable sales practices during the second half of the year, and due to lower supply chain cost. The Company's operating profit margin reached 7.6% for 2016, representing a slight decrease of 5 basis points over the last year and a decrease of 55 basis points from 2014. At the bottom line our lower finance costs due to continued debt repayments and low interest rate environment, and lower effective tax rate helped to improve our net income margin which reached 5.9%, representing an increase from 5.8% in 2015, and 5.9% reached 2014.

    The Company's gross profit margin increased to 16.1% in Q1 2017, an increase of 2.91% from same period last year. This increase was driven by our strategic focus on the quality of sales. The Company's operating profit margin reached 8.0% for the Q1 2017, representing an increase of 1.18% from the same period last year. This increase was driven by increasing gross profit, and resilient rental and service income growth. At the bottom line our lower finance costs due to continued debt repayments and low interest rate environment, and lower effective tax rate helped to improve our net income margin which reached 6.4% for the quarter, representing an increase of 1.28% from the same period in 2016.

    Return on equity and return on assets

    The Company's shareholders' equity has grown over the years due to increased retained earnings, and it amounted to THB 50,335 million at the end of December 2016, up from THB 46,671 million in 2015 and THB 42,147 million in 2014. This together with slightly declining net income reaching THB 6,409 million for 2016, down from THB 6,898 million in 2015 and THB 7,235 million in 2014 has led to a declining trend of return on equity as we recorded 13.2% in 2016, down from 15.5% in 2015 and 18.3% in 2014. However return on assets was relatively less impact as we recorded 6.9% in 2016 down from 7.1% in 2015 and 7.2% in 2014.

    First quarter 2017 update: The Company's shareholders' equity amounted to THB 51,856 million as of March 31, 2017. The annualized rate of return on equity was 12.9%; the annualized rate of return on assets was 6.9% for Q1 2017. However due to seasonal nature of the Company's business the annualized rates of return are not exactly comparable with the actual full year returns.

    Earnings and book value per share

    The Company's earnings per share performance was impacted during the year due to abovementioned strategic shift in focus, which impacted sales and other income level during the year. While selling and administrative expenses also declined it was not enough to offset the bottom line impact for the year. Consequently for 2016 the Company's earnings per share declined to THB 7.77 per share for 2016, down from THB 8.36 per share in 2015, and THB 8.77 per share in 2014. However at the same time the Company's net book value per share has been increasing over the same period due to increasing shareholders equity from retained earnings, and it reached THB 61.0 per share in 2016, up from THB 56.6 per share in 2015 and THB

    51.1 per share in 2014.

    First quarter 2017 update: The Company's earnings per share for Q1 2017 reached THB 1.91 per share, up from THB 1.83 per share in Q1 2016. The Company's net book value per share increased due to increasing shareholders equity from retained earnings, and it reached THB 62.9 per share in Q1 2017.

49. Industry and Competition Competitive situation in 2016 Thai retail market

    After a sluggish 2015, the year 2016 saw a moderate growth recovery for the Thai economy. The recovery was largely driven by government spending through various stimulus measures and a growing tourism sector. On the other hand, sustaining high household debt levels and various external factors during the year continued to keep consumer confidence at a low level. Also during the latter part of the year, the government's crackdown on "zero-dollar" tours and increased visa-on-arrival fees for certain nationalities a slowdown in growth of tourist arrivals. The passing of His Majesty King Bhumibol Adulyadej on 13th of October and the following nationwide mourning also contributed to a temporary consumption slowdown during the last quarter of the year. However, in the longer term Thailand still offers modern retailers plenty of room to grow as traditional trade still holds approximately half of the total retail sales. Thai customers' changing lifestyles and growing urban population offer modern retailer's growth opportunities: as people have less time for shopping and higher expectations, the convenience and quality of service modern retailers are offering make them more attractive to the modern consumer.

    Continued expansion through all formats

    Our expansion continued in all store formats during 2016 as we added a total of 97 stores and 9 town centers to our network. These include 6 hypermarkets (4 new stores and 2 MM Mega Market stores we acquired) and 4 Big C Market stores which all but one had town centers complementing their retail offer, 83 Mini Big C, out of which 37 were franchise stores, (closed 9 Mini Big C during the year) and 4 Pure drugstores (closed 25 Pure drugstores during the year). We also ramped up our store renovations with 8 extension renovations, 3 right-sizing renovations, and 23 store improvement renovations completed during the year.

    Core store formats and competitive situation

    The overall competitive landscape in the Thai retail business remains intense. There are currently three main players in the Thai retail market including Big C, Tesco Lotus and CP All / Makro, with all of them having multiple store formats and a nationwide network. In the hypermarket segment our acquisition of Carrefour Thailand operations at the beginning of 2011 significantly increased our exposure to large cities and tourist destinations and their more resilient spending, particularly in the hypermarket segment. Our multi-format strategy is also gaining momentum with good progress in Mini Big C proximity/convenience format as our store network reached 465 stores, including 37 franchise stores, by the end of the year.

    Hypermarket segment

    In 2016 we continued our hypermarket expansion by opening 4 new Big C hypermarkets, and acquiring 2 MM Mega Market stores which are going to be rebranded to Big C Supercenters during 2017. This brought the total number of Big C hypermarkets to 131 (including 15 Big C Extra, and 116 Big C Supercenter stores) at the end of the year. In hypermarket segment we are directly competing with Tesco Lotus and have some overlap in our offering with

    Cash & Carry operator Siam Makro, and in certain non-food categories our offer overlaps with specialized retailers such as DIY stores and electronics stores.

    During the year Tesco Lotus opened 12 new hypermarket stores, increasing their network to total of 182 stores (including Tesco Lotus, Tesco Lotus Extra, and Tesco Department Stores). Siam Makro continued its aggressive expansion program in 2016 with 16 new stores opened, bringing their total number of stores to 112 (including 88 Makro, 19 Makro Food Service and 5 Siam Frozen Stores) at the end of the year.

    Supermarket segment

    Thailand's supermarket segment has many players including Big C, Tesco Lotus, Tops, MaxValu, Home Freshmart, Villa Market and Foodland. Our Big C Market supermarkets are aimed to serve customers in selected urban locations and smaller towns in upcountry where they are offering a wide range of products from food to non- food items.

    In 2016, Big C opened 4 new Big C Market stores, increasing the total number of stores to 59 at the end of the year. Meanwhile Tesco Lotus opened 5 new and closed 1 Tesco Lotus Talad stores, bringing the total number of stores to 191. Tops currently have a total of 136 stores in the supermarket category.

    Small store segment

    There are two main store types in this segment, convenience stores and proximity stores. The main proximity type store operators in Thailand are Mini Big C, Tesco Lotus Express, Tops Daily and MaxValu Tanjai, while the main convenience type store operators are CPALL, FamilyMart, Lawson108, and Big C. Big C added a total of 74 net openings (including 37 franchise stores) during 2016 bringing the total number of Mini Big C's to 465 stores (including 37 franchise stores) at the end of the year. We are very excited about the opportunities we see in the proximity/ convenience sector and believe that our Mini Big C format is ready for a significant ramp-up in expansion starting from 2017. Tesco Lotus opened Tesco Lotus Express 73 and closed 1 Tesco Express stores during the year bringing the total number of stores to 1,519 at the end of the year. In the convenience store segment CP All with their 9,520 7eleven stores is the clear leader at the end of the year.

    Source: The Nielsen Company (Thailand) Limited

50. Projection of Future Operating Results

    The overview of Thailand's economy in 2017 has signal the slow but steady recovery. There is a positive factor from export, expenditure from tourists and the increase in price of consuming products, resulting in the improving trend of retail business. The Business will still continue the expansion of retail branches and focus on improving profit rather than sales volume. In 2016, The Business has the second largest market share in hypermarket sector.

    Nonetheless, the Tender Offerors may restructure the Business in various aspects, which may be in the manner of i) acquisition, disposal or transfer of assets or rights, ii) borrowing and lending, iii) transfer of finance lease,

    iv) change in business strategy or business policy of Big C and/or its subsidiaries, associates, joint ventures, companies or businesses which BIGC invests in, v) change in management policies, vi) employee transfer, for example. The mentioned restructuring may involve transactions between BIGC and the Tender Offerors, companies under the BJC Group or major shareholders of BJC and may lead to a change in structure, pattern or policy towards operating the rental areas under BIGC. The Tender Offerors will, however, make sure that the Business complies with terms and conditions under the relevant laws, regulations and rules, including Public Limited Company Act and the Business' Articles of Association (as the case may be) and in case that the Tender Offerors decide to make any material changes different from what has been stated in the Tender Offer documents, the Tender Offerors shall obtain relevant approvals by the Board of Director's meeting and/or shareholders' meeting as to the article of association, laws and regulations of SEC and SET.

51. Opinion on the Accuracy of the Business' Information Shown in the Tender Offer

    The Board of Directors has an opinion that the information on the Business presented in the Tender Offer (Form 247-4) dated 6 July 2017 is materially accurate.

52. Any Relationship or Agreement between the Business' Director/s, whether on his/their own Behalf or in Capacity as the Business' Director/s or as the Offeror's Representative/s, and the Offeror, including the Shareholding by the Business' Director/s in the Offeror's Juristic Entity and any Contract or Agreement Made or to be Made between them in Various Aspects (such as Management, etc.)

    As of 29 May 2017, the Tender Offeror holds shares in BIGC totaling of 807,991,813 shares or 97.94% of total issued shares of the Business where BJC Group holds shares 100% of total issued shares of the Tender Offeror and is the shareholder that has significant influence over the policy-making, management, or operation of the Tender Offeror

53. Shareholding, both directly and indirectly by the Business, Management or Director of the Business in the Tender Offeror or Major Shareholder of the Tender Offeror

    According to the Tender Offer, Mr. Charoen Sirivadhanabhakdi holds shares indirectly 25.50% in TCC Corporation Company Limited which holds 74.88% shares in BJC and Khunying Wanna Sirivadhanabhakdi holds shares indirectly 25.45% in TCC Corporation Company Limited which holds 74.88% shares in BJC

    According to the information in form 56-1 for year 2016, there is no other director of BIGC holding shares in BJC or the Tender Offeror.

54. Shared Management and Directors between the Tender Offeror and the Business

    As of 2 June 2017, the management and directors of the Offerors who are also directors of the Business are per below:

    Name - Surname	Position in Major Shareholder of the Tender Offeror	Position in the Tender Offeror	Position in the Business
    Mr. Charoen Sirivadhanabhakdi	Chairman, Chairman of Executive Board	-	Chairman of the Board / Non-Executive Director
    Khunying Wanna Sirivadhanabhakdi	Vice Chairman	-	Vice Chairman of the Board / Non-Executive Director
    Mr. Sithichai Chaikriangkrai	Director, Executive Director, Risk Management Committee Member	Director	Non-Executive Director
    Mr. Aswin Techajareonvikul	Director, Executive Director, Chairman of Risk Management Committee, Chief Executive Officer and President	Director	Executive Director / CEO & President
    Mrs. Thapanee Techajareonvikul	Director, Executive Director, Secretary to the Nomination, and Remuneration Committee, Senior Executive Vice President	Director	Non-Executive Director
    Mr. Weerawong Chitmittrapap	Independent Director	-	Non-Executive Director
    Miss Sureerat Silpsakulsuk	Management	Non-Executive Director

55. Related Party Transactions

    BJC Group is one of the suppliers of BIGC. BJC Group has transactions in providing supplies which are normal business transactions and are done on an arm's length basis. The outstanding amount of the related transactions is as follows:

    Unit: THB mm	For Year Ended 31 December 2016 (Since 21 March 2016)	For 3-month Period Ended 31 March 2017
    1. Revenues
    1.1 Revenue from sales and rendering services	732.21	253.07
    1.2 Interest income	7.39	11.58
    1.3 Dividend income	1,265.66	-
    1.4 Management fee income	1.57	75.18
    1.5 Other income	1.32	1.78
    2. Expenses
    2.1 Purchases of goods and services	0.02	0.13
    2.2 Selling and administration expense	200.74	82.96
    3. Trade receivables	233.98	230.16
    4. Trade payable	-	0.01
    5. Short term loans to related company	2,226.14	2,220.44
    6. Other receivables - related parties	6.61	100.39
    7. Other payables - related parties	3.48	35.80

56. Summarize the material information of any contract/agreement/memorandum of understanding, entered into by the Offerors or the related parties prior to making the Tender Offer for the purpose of acquiring securities of the business, regardless of whether or not such contract/agreement/memorandum of understanding is entered into for the tender of securities in the Tender Offer

    - None -

57. Opinion of the Business' Board of Directors to the Securities Holders

    The Business has held the Board of Director Meeting No. 5/2017 dated 24 July 2017 to consider the Tender Offer (Form 247-4) and acknowledge the opinion of the independent financial advisor from Maybank Kim Eng Securities Pcl., who is appointed as an independent financial advisor to provide the opinion on the Tender Offer for the shareholders (the "IFA"). There are 14 directors attended the meeting in this agenda as follows:

    No.	Name	Position
    1	Mr. Charoen Sirivadhanabhakdi	Chairman of the Board / Non-Executive Director
    2	Khunying Wanna Sirivadhanabhakdi	Vice Chairman of the Board / Non-Executive Director
    3	Ms. Potjanee Thanavaranit	Independent Director

    No.	Name	Position
    4	Police General Aek Angsananont	Independent Director
    5	General Nivat Meenayotin	Independent Director
    6	Mr.Vachara Tuntariyanond	Independent Director
    7	Ms. Suvabha Charoenying	Independent Director
    8	Mr. Sithichai Chaikriangkrai	Non-Executive Director
    9	Mr. Weerawong Chittmittrapap	Non-Executive Director
    10	Mr. Chotiphat Bijananda	Non-Executive Director
    11	Mrs. Thapanee Techajareonvikul	Non-Executive Director
    12	Ms. Sureerat Silpsakulsuk	Non-Executive Director
    13	Mr. Aswin Techajareonvikul	Executive Director / CEO & President
    14	Mrs. Vipada Duangratana	Executive Director

    The Board of Director has concluded the opinion on the Tender Offer (Form 247-4) and the opinion of the IFA, excluding the directors in the following list who did not provide opinion due to potential conflict of interest.

    No.	Name	Position
    1	Mr. Charoen Sirivadhanabhakdi	Chairman of the Board / Non-Executive Director
    2	Khunying Wanna Sirivadhanabhakdi	Vice Chairman of the Board / Non-Executive Director
    3	Mr. Sithichai Chaikriangkrai	Non-Executive Director
    4	Mr. Weerawong Chittmittrapap	Non-Executive Director
    5	Mr. Chotiphat Bijananda	Non-Executive Director
    6	Mrs. Thapanee Techajareonvikul	Non-Executive Director
    7	Ms. Sureerat Silpsakulsuk	Non-Executive Director
    8	Mr. Aswin Techajareonvikul	Executive Director / CEO & President

58. Reasons to Accept and/or Reject the Tender Offer

    The Board of Directors of the Business, excluding persons who have conflict of interest for this transaction has considered the Tender Offer and the report of the IFA's opinion on the Tender Offer for the Securities. According to IFA's opinion, the Tender Offer price of THB 225.00 per share is in-line with the valuation range of the IFA using Discounted Cash Flow Approach which is between THB 213.78 - THB 265.87 per share, on the basis of going concern and no material changes, assuming the assumptions under current economic situation. Therefore, considering the Offer Price and the reason of Tender Offer, the Board of Directors has an opinion in accordance with the IFA that the Tender Offer price of THB 225.00 per share is in-line with the valuation range of the IFA using Discounted Cash Flow Approach which is between THB 213.78 - THB 265.87 per share (More details in part 2, The opinion of Independent Financial Advisor on the Tender Offer Price), which is not less than the highest price calculated based on the criteria specified by SEC according to regulation no.56 Section 6 of Notification of the Capital

    Market Supervisory Board No. ThorJor. 12/2554 entitled Rules, Conditions, and Procedures for the Acquisition of Securities for Business Takeovers.

    According to IFA's opinion, the Tender Offer price of THB 225.00 per share is appropriated as it is a fair price and not less than the highest price calculated based on the criteria specified by SEC according to regulation no.56 Section 6 of Notification of the Capital Market Supervisory Board No. ThorJor. 12/2554 entitled Rules, Conditions, and Procedures for the Acquisition of Securities for Business Takeovers, as well as the impact to the minority shareholders of the non-listed company as follows:

59. Lack of Liquidity in Selling Shares

    After the delisting, there will be no secondary market for shareholders to trade the Business's shares after delisting. There will be no reliable and acceptable reference price. Therefore, the shareholders may face illiquidity problems when they would like to trade shares of the Business.

60. Limited Return on Investment

    As a result from no secondary market and lack of liquidity in shares trade, the chance for the shareholders to get the return in the form of capital gain will be limited. Most of the return from investment for shareholders will be in the form of dividends, which currently, the Business has the dividend payment policy of no less than 30.00% of the net profit from the Business's financial statement after deducting the all the reserves required by law. However, the dividend payout in each year may change depending on the Business's regulation as well as the Business's Board of Directors' and Shareholders' approval.

61. No Tax Privilege for Shareholders

    The individual shareholders will not get tax exemption from capital gain. In addition, as Thailand Securities Depository Co., Ltd. is no longer the securities registrar for the Business, when transferring the shares of the Business, both individual and corporate shareholders will not be exempted for the stamp duty at the rate of 0.1% of the share price paid or the face value of the shares, whichever is higher.

62. Getting Less Information from the Company

    Although the Company would remain a public company, minority shareholders would have less access to the Company's news and information as the Company will no longer has obligation to provide information as required for a listed company under the relevant rules, notifications, regulations, and laws, including the Regulation of the SET regarding Rules, Conditions, and Procedures Governing the Disclosure of Information and Other Acts of a Listed Company. Moreover, if after the delisting tender offer there are other shareholders who are not the Offeror, the persons acting in concert with the Offeror and the persons under Section 258, and whose aggregate shareholding does not exceed 5 percent of total issued shares of the Company or the number of shareholders of all shares not exceeding 100 persons, the Company will no longer have obligation to (1) prepare and submit its financial statement and report financial position and operating performance to the SEC pursuant to

    the SEC Notification No. TorChor. 44/2556 regarding Rules, Conditions and Procedures for Disclosure regarding Financial and Non-financial Information of Securities Issuers and; (2) the Company's director, management and auditor will no longer have duty to prepare and disclose their securities holding report pursuant to the SEC Notification No. SorChor. 12/2552 regarding Preparation and Disclosure of Reports on Securities Holding of Directors, Executives and Auditors.

    However, the shareholders may rely on the disclosure of the Company's information from BJC, which is a listed company on SET. In addition, the shareholders may access the Company's news and information for only those disclosed at the shareholders' meeting and annual report that must be submitted to the shareholders on a yearly basis are required by Public Limited Companies Act B.E. 2535 (as amended), or request from the Ministry of Commerce a copy of important documents of the Company such as certificate of incorporation, list of shareholders, and yearly financial statements.

63. Loss of Balance of Power with Major Shareholders

64. BJC is the major shareholder of the Company, indirectly holds 807,991,813 ordinary shares, which is total of 97.94% of paid-up shares of the Company through BJC Supercenter and Saowanee Holdings, which are wholly-owned subsidiaries of BJC. This shareholding proportion allows BJC to determine any policy and controls over majority votes in the shareholder meeting including the issues that need normal majority votes and the issues that need the supporting votes at least three-fourth of total votes. Therefore, minority shareholders cannot object, balance the power or monitor the activities of the Tender Offeror group.

    The Board of Director of the Business excluding the directors with interest due to affiliation with the Tender Offeror has an opinion that the shareholders should accept the Tender Offer

65. Opinions and Reasons of the Individual Directors and the Number of Shares held by each of them (only in case where the opinion in 4.1 is not unanimous)

    - None -

66. Benefits or Impacts from the Plans and Policies Indicated in the Tender Offer and Viability of Such Plans and Policies

67. Status of the Business

    As the Tender Offerror stated in the Tender Offer (Form 247-4) part 3 no. 2.1, after completing the Tender Offer for delisting BIGC's securities from SET and SET approves the delisting of BIGC's securities from SET, BIGC status as a listing company on SET will be terminated. BIGC will continue to operate, and remain status as a public company. In this regard, the relevant law which is in effect at present does not allow a conversion of public limited company to private limited company. However, in the event that there is an amendment to the relevant law allowing such conversion and BIGC is qualified to do so as may required by the new legislation, the Tender Offeror may cause BIGC to proceed for a conversion to private limited company provided that BIGC shall fully and completely comply with the

    applicable laws. In addition, if BIGC has completed such conversion, the rights of shareholders and the obligations of BIGC under the Public Limited Companies Act B.E. 2535 (as amended) shall be ceased, and shall be governed by the provisions under the Civil and Commercial Code and/or the applicable laws which are in effect at that time.

    Opinion of the Board of Directors of the Business

    The Board of Directors of the Business has an opinion in accordance to the IFA that after completing the Tender Offer for delisting BIGC's securities from SET and SET approves the delisting of BIGC's securities from SET, BIGC status as a listing company on SET will be terminated. However, the Business still remains as a public limited company, is required to disclose information and comply with the Public Limited Companies Act B.E. 2535

    Moreover, the Company will experience more limitations on fund mobilization as it will no longer be able to raise fund from the public to support the business expansion. However, the Company has no necessary to raise fund through SET since the Company has sufficient capital to use as working capital. In case the Company has to raise fund, the Company still have other source of capital including issuing ordinary shares, preferred shares, corporate debenture, convertible securities as well as support from major shareholders, which are BJC and/or any subsidiaries in the group of BJC.

    However, in the event that there is an amendment to the relevant law allowing such conversion and BIGC is qualified to do so as may required by the new legislation, the Tender Offeror may cause BIGC to proceed for a conversion to private limited company provided that BIGC shall fully and completely comply with the applicable laws.

68. Policies and Plan on Business Operation

    As the Tender Offerror stated in the Tender Offer (Form 247-4) part 3 no. 2.2, The Tender Offerors and BJC do not have policy to make any material changes to its core business within 12 months after the end of the Offer Period and intend to focus and operate the business as before.

    Nonetheless, the Tender Offerors and BJC are in the process of reviewing BIGC's operations and businesses as a whole to evaluate the possibility of restructuring of the management, capital structure, business structure and/or asset management of the Business, in order to improve flexibility and to increase the management efficiency and/or increase business potential of BIGC or generate benefits for the Business and shareholders, all together. Therefore, over the period of 12 months from the last day of the Offer Period, the Tender Offerors may restructure the Business in various aspects, which may be in the manner of i) acquisition, disposal or transfer of assets or rights, ii) borrowing and lending, iii) transfer of finance lease, iv) change in business strategy or business policy of Big C and/or its subsidiaries, associates, joint ventures, companies or businesses which BIGC invests in, v) change in management policies, vi) employee transfer, for example. The mentioned restructuring may involve transactions between BIGC and the Tender Offerors, companies under the BJC Group or major shareholders of BJC and may lead to a change in structure, pattern or policy towards operating the rental areas under BIGC. The Tender Offerors will, however, make sure that the Business complies with terms and conditions under the relevant laws, regulations and rules, including Public Limited Company Act and the Business' Articles of Association (as the case may be).

    In case that the Tender Offerors decide to make any material changes different from what has been stated in the Tender Offer documents, the Tender Offerors shall obtain relevant approvals by the Board of Director's meeting and/or shareholders' meeting as to the article of association, laws and regulations of SEC and SET.

    For the dividend policy, the Tender Offeror and BJC do not have plan or policy to change the dividend policy of the Business significantly within 12 months after the end of the Offer Period. Previously, the Business paid dividend annually and the average dividend payout for the year 2014-2016 is in-line with the dividend policy which is determined at not less than 30 percent of net profit of the Business pursuant to the applicable legal reserve. Nevertheless, if necessary or if there is any significant change in the financial performance, the business environment, or any other events, the Offerors may adjust the dividend policy of the Business in the future for optimal financial status and performance or increase in efficiency and competitive advantages. Besides, in case that the Business has excess financial liquidity and no investment plan, the Offerors may propose to the Board of Director's meeting and/or shareholders' meeting of the Business to consider the annual or interim dividend payout from retained earnings, on the case by case basis.

    Opinion of the Board of Directors of the Business

    The Board of Director of the Business has considered the policy and plan of restructuring of the operation, asset management and/or business structure of the Business of the Tender Offerors as mentioned above, and has an opinion that if the Tender Offerors do not have policy to make any material changes to its core business, they will operate the business as before. The Board of Directors has an opinion in accordance with the IFA that the Tender Offerors will be able to follow the policy and management plan of the Business as the Tender Offerors state in the Tender Offer.

69. Related Party Transaction

70. Currently, the Business has specified policies and procedures regarding related party transactions to comply with the rules and regulations of the SET and the SEC to prevent any conflict of interests between the Business, its subsidiaries, associate companies and/or any potential conflict persons.

    After the end of the Offer Period and the Business is no longer a listed entity, any future related party transactions will be heavilly considered the necessity and reasonableness of the transaction as well as interest of the Business. Although the Business may change the related party transaction policy, the Business will comply with the Article of Association of the Business and Public Limited Company Act B.E. 2535 which subject to the resolution of the Business's Board of directors meeting.

    Opinion of the Board of Directors of the Business

    The Board of Directors of the Business has considered policies and procedures regarding related party transactions of the Tender Offerors which state that after the end of the Offer Period and the Business is no longer a listed entity, any future related party transactions will be heavilly considered the necessity and reasonableness of the transaction as well as interest of the Business. Although the Business may change the related party transaction policy,

    the Business will comply with the Article of Association of the Business and Public Limited Company Act B.E. 2535 which subject to the resolution of the Business's Board of directors meeting. The Board of Directors has an opinion that such policies of the Tender Offer is appropriated and will help prevent potential conflict of interest and fair to all shareholders.

71. Additional Opinion of the Board of Directors of the Business (only in Case of a Tender Offer for Delisting of Securities in Accordance with the Stock Exchange of Thailand's Requirements)

72. Benefits to and Impacts on the Shareholders who Decline the Tender Offer

    The Board of Directors of the Business has deemed that shareholders who decline the Tender Offer and remain the Business' shareholders will still be entitled to the rights stipulated in the Business' Articles of Association and the Public Limited Companies Act B.E. 2535 after the expiry of the Business' status as a listed company such as rights to attend annual general meetings, receive dividend payment, and vote in director elections. In addition, the shareholders will also be entitled to rights to sell the Business' shares to prospective buyers, whereby the shareholders will bear the burden of income tax incurred from the profit from the sale (if any).

    However, the shareholders who decline this Tender Offer may be affected by the Business' status as an non- listed company and impacted with regard to auditing and balance of power with the Business' major shareholders (Please see section 4.1 Reasons to Accept and/or Reject the Tender Offer for more detail)

73. Appropriateness of the Tender Offer Price

74. The Board of Directors of the Business, excluding the directors who are related to the Offeror, have already considered IFA's opinion to the Tender Offer. According to IFA's opinion, the Tender Offer price of THB 225.00 per share is in-line with the valuation range of the IFA using Discounted Cash Flow Approach which is between THB

    213.78 - THB 265.87 per share, which is not less than the highest price calculated based on the criteria specified by SEC according to regulation no.56 Section 6 of Notification of the Capital Market Supervisory Board No. ThorJor. 12/2554 entitled Rules, Conditions, and Procedures for the Acquisition of Securities for Business Takeovers. There are no grounds to view the opinion of the IFA as inconsistent with appropriate approaches that should be employed since the IFA is a company that has no vested interest and has expertise and experience directly relevant to the rendering of such opinion. The Board of Directors, therefore, has the opinion in accordance with the IFA that the shareholders should accept the Tender Offer.

75. Opinion of the IFA who is under the List of Financial Advisor certified by SEC

76. Please see the enclosure of more detail of the opinion of the IFA on the Tender Offer of the Securities

    In considering whether to accept the Tender Offer, each shareholder should take into account the opinion of the Business on the Tender Offer in tandem with the report of the opinion of the IFA enclosed herewith. Other relevant sources of information deemed reliable may also be consulted as part of the consideration. The final decision is primarily at the discretion of each shareholder.

    The Business hereby certifies that all above information is true, complete, and correct, and there has been neither any information that may lead other parties to misunderstanding in material aspect nor any concealment of material information that must be explicitly revealed.

    Big C Supercenter Public Company Limited

    Mr. Aswin Techajareonvikul	Mrs. Vipada Duangratana
    Director	Director

    - Aswin Techajareonvikul - - Vipada Duangratana -

    [Company's Seal]

    (Translation) Opinion of the Independent Financial Advisor on Tender Offer for the Securities

    of

    Big C Supercenter Public Company Limited

    Present to

    Shareholders of Big C Supercenter Public Company Limited

    Prepared by

    Maybank Kim Eng Securities (Thailand) Public Company Limited

    27 July 2017

    Page
    Executive Summary		3
    Part 1	Background and Details of the Tender Offer for the Securities	8
    1.1 The General Characteristic of the Transactions	8
    1.2 Details of the Offeror	10
    1.3 Sources of funds used by the Offerors for the Tender Offer	18
    Part 2	Opinion of the Independent Financial Advisor on the Tender Offer Price	19
    2.1 Key Assumptions in Preparing the IFA's Opinion	19
    2.2 Methodologies in Evaluating the Fairness of the Offering Price	19
    2.3 Summary of Valuation for Ordinary Shares of the Company	36
    Part 3	Opinion of the Independent Financial Advisor on Tender Offer for the Securities	38
    3.1 Reasons to Accept and/or Reject the Tender Offer	38
    3.2 Benefits or Impacts from the Plans and Policies Indicated in the Tender Offer and Viability of Such Plans and Policies	40
    3.3 Benefits or Impacts to Shareholders in case of Rejecting the Tender Offer	44
    Part 4	Summary of the Opinion of Independent Financial Advisor	45
    Attachment 1	Summary of the Asset Appraisal Report by the Independent Asset Appraiser	46

    Abbreviation	Definition
    Company or BIGC	Big C Supercenter Public Company Limited
    BJC Supercenter	BJC Supercenter Company Limited
    Saowanee Holdings	Saowanee Holdings Company Limited
    Tender Offerors	BJC Supercenter Company Limited and Saowanee Holdings Company Limited
    BJC	Berli Jucker Public Company Limited
    Independent Financial Advisor or IFA	Maybank Kim Eng Securities (Thailand) Public Company Limited
    15BA	15 Business Advisory Company Limited
    SET	The Stock Exchange of Thailand
    SEC	The Securities and Exchange Commission
    Rule of Maintaining the Status	to the Regulation of SET regarding Listing of Ordinary Shares or Preferred Shares as Listed Securities B.E. 2558 (as well as any revision) Section 6 Maintaining the Status of Listed Companies on SET
    Regulation of SET regarding Delisting of Securities	the regulation of the SET in relation to the Delisting of Securities B.E. 2542 dated December 9, 1999

    27 July 2017

    To The Shareholders of

    Big C Supercenter Public Company Limited

    Subject The Opinion of the Independent Financial Advisor on Tender Offer for the Securities of Big C Supercenter Public Company Limited

    BIGC's Extraordinary General Meeting No. 1/2017 convened on June 16, 2017 has resolved to approve the delisting of the Company's securities from the Stock Exchange of Thailand ("SET") in which the Company has submitted the delisting of securities document (F10-7) on the same day. Subsequently, the Board of SET has approved the offer on delisting of securities from SET on June 27, 2017, which has the condition that the Company will procure the Tender Offerors, which is BJC and/or subsidiaries of BJC to provide the tender offer from the shareholders according to the terms of The Secutities and Exchange Commission ("SEC") with the maximum 45 business days offering period before SET has considered the delisting of securities date.

    Therefore, the Extra Board of Director Meeting No. 3/2017 convened on May 12, 2017 has the resolve by Independent Directors to appoint Maybank Kim Eng Securities (Thailand) Public Company Limited to be the Independent Financial Advisor (the "IFA") to provide the IFA opinion to shareholders excluding the Tender Offerors based on Tender Offer document (Form 247-4) dated July 6, 2017 where BJC Supercenter is the sole purchaser of all BIGC's shares tendered from all Offerees in accordance with the Memorandum of Understanding regarding the Tender Offer of all Securities in the Company dated June 26, 2017, agreed between BJC Supercenter and Saowanee Holdings Maybank Kim Eng Securities (Thailand) Public Company Limited as the IFA certifies that it has carefully studied

    and analyzed relevant information in accordance with professional standard based on the information and documents supplied by the Company mentioned above which is complete and updated. If the information and document significantly changed, the opinion of the IFA could be affected.

    The shareholders should study all information in the IFA Report and related document in order to make appropriate judgement whether to accept or decline this Tender Offer. However, the decision to accept or decline the Tender Offer is discretion of shareholders.

    Executive Summary

    As Big C Supercenter Public Company Limited ("BIGC" or "the Company") received the letter dated May 12, 2017, from (1) BJC Supercenter Company Limited ("BJC Supercenter") with indirectly held 589,711,813 shares and (2) Saowanee Holdings Company Limited ("Saowanee Holdings") with indirectly 218,280,000 shares total equivalent to

    97.94 percent of the Company's paid-up capital (which are BJC subsidiaries where BJC held 100 percent of shares of paid-up capital of BJC Supercenter and Saowanee Holdings). BJC requested the delisting of the Company's securities from SET in which BJC and/or its subsidiaries (any or jointly)) is the Tender Offerors for the shares held by shareholders other than BJC and/or its subsidiaries since the Company has not met the Rule of Maintaining the Status of Listed Companies on the Exchange stating that listed company shall maintain its qualification with respect to distribution of shareholdings so that the number of Minority Shareholder shall not be less than 150 and such shareholders shall hold shares in aggregate not less than 15 percent of paid-up capital ("Rule of Maintaining the Status"). The list of shareholders on May 29, 2017 (latest) has proportion of minority shareholder of approximately 2.06 percent of the Company's paid- up capital which is less than 15 percent of the Company's paid-up capital. In addition, BJC does not have the policy to reduce the portion of shares of BJC and its subsidiaries that held the Company's shares, as a result the Company cannot maintain the status to be listed company according to the regulation of SET. In order to delisting the securities, BJC appointed BJC Supercenter and Saowanee Holdings to be Tender Offerors for the shares held by shareholders other than BJC and its subsidiaries where the Offerors have appointed BJC Supercenter to be the sole purchaser of all BIGC's shares tendered from all Offerees in accordance with the Memorandum of Understanding regarding the Tender Offer of all Securities in the Company dated June 26, 2560, agreed between BJC Supercenter and Saowanee Holdings at the Tender Offer price 225.00 baht per share.

    BIGC's Extraordinary General Meeting No. 1/2017 convened on June 16, 2017 has resolved to approve the delisting of the Company's securities from the Stock Exchange of Thailand ("SET") in which the Company has submitted the delisting of securities Document (F10-7) on the same day. Subsequently, the Board of the Stock Exchange of Thailand has approved the offer on delisting of securities from SET on June 27, 2017, which has the condition stating that the tender offer maker, BJC and/or its subsidiaries, must provide the tender offer from the shareholders according to the terms of The Secutities and Exchange Commission ("SEC") in which the longest tender is 45 working days before SET has considered the delisting of securities date.

    However, on July 6, 2017, the Company has received the Tender Offer for the Securities (Form 247-4) from BJC Supercenter and Saowanee Holdings which are BJC subsidiaries as the Tender Offerors. The summary of the details of Tender Offer for the Securities are stated as follows:

    Details of Tender Offer for the Securities
    The Offerors	:	BJC Supercenter Company Limited ("BJC Supercenter") and Saowanee Holdings Company Limited ("Saowanee Holdings")
    Tender Offer Preparer	:	The Siam Commercial Bank Public Company Limited
    Tender Offer Agent	:	SCB Securities Company Limited
    Amount of shares offering	:	Ordinary shares of the Company totally 17,008,187 shares which is equivalent to 2.06 percent of the Company's paid-up share and equivalent to 2.06 percent of all the voting rights of the Company.
    Tender Offer Price	:	225.00 baht per shares. In which shareholders who accept the Tender Offer (each an "Offeree"), are subject to payment of a brokerage fee of 0.25 percent of the Offer Price plus value added tax ("VAT") of 7 percent of the brokerage fee. Therefore, the net price to be received by the Offeree will be THB 224.398125 per share. Note: The Tender Offer Agent will deduct a withholding tax of 15 percent of the capital gains for an Offeree that is a foreign juristic person not conducting business in Thailand and residing in a country that has no double tax treaty with Thailand, or residing in a country that is a party to a double tax treaty with Thailand but that double tax treaty does not exempt the foreign juristic person from withholding tax on the capital gain realized from the sale of securities in Thailand. The withholding tax will be calculated on capital gains from the sale of shares (the difference between the offer price and the original cost that the Offeree had paid for the tendered shares). In the event that any Offeree fails to declare the original cost, or does not submit the proper evidence thereof, together with the Confirmation of Securities Cost Form, to the Tender Offer Agent, the Tender Offer Agent will determine the amount of withholding tax on the basis of the entire proceeds to be received by the Offeree from the sale of securities, and will deduct the tax accordingly. An Offeree that is a Thai juristic person must withhold tax of 3 percent of the Tender Offer fee for ordinary shares, as well as issue a withholding tax certificate to SCB Securities Company Limited, which is acting as the Tender Offer Agent.
    Tender Offer Period	:	The Tender Offer period will last a total of 45 business days from 7 July 2017 to 12 September 2017 inclusive (the "Offer Period"), during the office hours of the Tender Offer Agents from 9:00 a.m. to 4:00 p.m. The Offeree can revoke their intention to sell shares from 9: 00 a.m. to 4. 00 p.m. on every business day from July 7, 2017 to August 7, 2017, totaling 20 business days.
    Settlement and Payment Procedure	:	The Offerors will make payment to the Offeree within 3 business days from the last day of the Offer Period, which is 15 September 2017. The Acceptance Form

    Details of Tender Offer for the Securities
    submitted by the Offeree must be correct and completed and the transfer of the tendered shares must be completed.
    Conditions of Change to the Tender Offer	:	The Offerors may reduce the Offer Price or extend the Offer Period in the case of any event or action that occurs during the Offer Period which causes severe damage to the status or assets of the Business The Offerors may change the offer or extend the Offer Period to compete with another offeror who has submitted a tender offer for shares of the Business during the Offer Period.
    Conditions for Cancellation of the Tender Offer	:	The Offerors may cancel the Tender Offer upon the occurrence of one or more of the following events: any event or action occurring after the submission of the Tender Offer to the Office of the Securities and Exchange Commission (the "SEC") but within the Offer Period which causes or may cause severe damage to the status or the assets of the Business, where such event or action has not result solely from the actions of the Offerors or actions for which the Offerors are responsible; or an occurrence of any event that cease the requesting for delisting of the securities of BIGC from the SET.

    IFA has studied the tender offer (Form 247-4) tender offer price and relevant information of the Company in order to give the opinion to the shareholders unrelated to the Tender Offerors in consideration of the appropriate price as well as support reasons to convince shareholders unrelated to the Tender Offerors to accept and/or decline this tender offer according to details as follows:

    IFA has the opinion that shareholders should accept the Tender Offer based on the following reasons:

77. IFA has the opinion that the Tender Offer price of THB 225.00 per share is in-line with the valuation range of the IFA using Discounted Cash Flow Approach which is between THB 213.78 - THB 265.87 per share (More details in part 2, The opinion of Independent Financial Advisor on the Tender Offer Price), which is not less than the highest price calculated based on the criteria specified by SEC according to regulation no.56 Section 6 of Notification of the Capital Market Supervisory Board No. ThorJor. 12/2554 entitled Rules, Conditions, and Procedures for the Acquisition of Securities for Business Takeovers.

78. After the delisting, there will be no secondary market for shareholders to trade the Company's shares. There will be no reliable and acceptable reference price for the Company's securities. Therefore, the shareholders may encounter illiquidity problems when they would like to trade shares of the Company and the chance for the shareholders to get the return in the form of capital gain will be limited. Most of the return from investment for shareholders will be in the form of dividends, where the dividend payout in each year may change depending

    on the Company's regulation as well as the Company's Board of Directors' and Shareholders' approval. Moreover, the individual shareholders will not get tax exemption on the capital gain from share sales.

79. Although the Company would remain a public company, minority shareholders would have less access to the Company's news and information as the Company will no longer has obligation to provide information as required for a listed company under the relevant rules, notifications, regulations, and laws, including the Regulation of the SETregarding Rules, Conditions, and Procedures Governing the Disclosure of Information and Other Acts of a Listed Company.

80. Currently, BJC is the major shareholder of the Company, indirectly holds 807,991,813 shares, which is 97.94% of paid-up shares of the Company. This shareholding proportion allows BJC to determine any policy and controls over majority votes in the shareholder meeting. Therefore, minority shareholders cannot object, balance the power or monitor the activities of the Tender Offerors group.

Maybank Kim Eng Securities (Thailand) Public Company Limited as an IFA certifies that it has carefully studied and analyzed relevant information in accordance with professional standard based on the information and documents supplied by the Company mentioned above which is complete and updated. If the information and document significantly changed, the opinion of the IFA could be affected.

The shareholders should study all information in the IFA Report and related document in order to make appropriate judgement whether to accept or decline this Tender Offer. However, the decision to accept or decline the Tender Offer is discretion of shareholders.

Part 1 Background and Details of the Tender Offer for the Securities

1. The General Characteristic of the Transactions

   The Company received the letter dated May 12, 2017 from BJC as an indirect major shareholder of the Company through (1) BJC Supercenter at 589,711,813 shares and (2) Saowanee Holdings at 218,280,000 shares, totaling 97.94% of total issued shares of the Company (where BJC Supercenter and Saowanee Holdings are the subsidiaries of BJC and BJC holds 100% of total issued shares of BJC Supercenter and Saowanee Holdings). BJC has proposed to delist ordinary shares of the Company from the SET and BJC and/or any subsidiaries in the group of BJC (any or jointly) will tender offer all remaining ordinary shares not currently held by BJC and/or any subsidiaries in the group of BJC since the Company cannot meet the free float requirement according to Rule of Maintaining Status specifying that the number of minority shareholders shall not be less than 150 people and the shareholders shall hold shares in aggregate not less than 15% of paid-up capital of the Listed Company. According to the list of shareholders of the Company as of May 4, 2017 (latest), the Company has minority shareholders in aggregate of approximately 2.06% of total issued shares of the Company, which is less than 15% of paid-up capital of the Company and BJC has no policy to reduce the shareholding proportion currently held by BJC and/or any subsidiaries in the group of BJC in the Company. As a resut, the Company cannot meet the free float requirement stating in the Rule of Maintaining Status of Regulation of SET. BJC appointed BJC Supercenter and Saowanee Holdings to be Tender Offerors from shareholers excluding shares held by BJC and its subsidiaries where The Offerors have appointed BJC Supercenter to be the sole purchaser of all BIGC's shares tendered from all Offerees in accordance with the Memorandum of Understanding regarding the Tender Offer of all Securities in the Company dated June 26, 2560, agreed between BJC Supercenter and Saowanee Holdings at the Tender Offer price 225.00 baht per share.

   BIGC's Extraordinary General Meeting No. 1/2017 convened on June 16, 2017 has resolved to approve the delisting of the Company's securities from the Stock Exchange of Thailand ("SET") in which the Company has submitted the delisting of securities Document (F10-7) on the same day. Subsequently, the Board of the Stock Exchange of Thailand has approved the offer on delisting of securities from SET on June 27, 2017, which has the condition stated that the tender offer maker, BJC and/or its subsidiaries, must provide the tender offer from the shareholders according to the terms of The Secutities and Exchange Commission ("SEC") in which the longest tender is 45 working days before SET has considered the delisting of securities date.

   However, on July 6, 2017, the Company has received the Tender Offer for the Securities (Form 247-4) from BJC Supercenter and Saowanee Holdings which are BJC subsidiaries as the Tender Offerors. The summary of the details of Tender Offer for the Securities are the followings:

   Details of Tender Offer for Securities
   The Offerors	:	BJC Supercenter Company Limited ("BJC Supercenter") and Saowanee Holdings Company Limited ("Saowanee Holdings")
   Tender Offer Preparer	:	The Siam Commercial Bank Public Company Limited
   Tender Offer Agent	:	SCB Securities Company Limited

   Details of Tender Offer for Securities
   Amount of shares offering	:	Ordinary shares of the Company totally 17,008,187 shares which is equivalent to 2.06 percent of the Company's paid-up share and equivalent to 2.06 percent of all the voting rights of the Company.
   Tender Offer Price	:	225.00 baht per shares. In which shareholders who accept the Tender Offer (each an "Offeree"), are subject to payment of a brokerage fee of 0.25 percent of the Offer Price plus value added tax ("VAT") of 7 percent of the brokerage fee. Therefore, the net price to be received by the Offeree will be THB 224.398125 per share. Note: The Tender Offer Agent will deduct a withholding tax of 15 percent of the capital gains for an Offeree that is a foreign juristic person not conducting business in Thailand and residing in a country that has no double tax treaty with Thailand, or residing in a country that is a party to a double tax treaty with Thailand but that double tax treaty does not exempt the foreign juristic person from withholding tax on the capital gain realized from the sale of securities in Thailand. The withholding tax will be calculated on capital gains from the sale of shares (the difference between the offer price and the original cost that the Offeree had paid for the tendered shares). In the event that any Offeree fails to declare the original cost, or does not submit the proper evidence thereof, together with the Confirmation of Securities Cost Form, to the Tender Offer Agent, the Tender Offer Agent will determine the amount of withholding tax on the basis of the entire proceeds to be received by the Offeree from the sale of securities, and will deduct the tax accordingly. An Offeree that is a Thai juristic person must withhold tax of 3 percent of the Tender Offer fee for ordinary shares, as well as issue a withholding tax certificate to SCB Securities Company Limited, which is acting as the Tender Offer Agent.
   Tender Offer Period	:	The Tender Offer period will last a total of 45 business days from 7 July 2017 to 12 September 2017 inclusive (the "Offer Period"), during the office hours of the Tender Offer Agents from 9:00 a.m. to 4:00 p.m. The Offeree can revoke their intention to sell shares from 9: 00 a.m. to 4. 00 p.m. on every business day from July 7, 2017 to August 7, 2017, totaling 20 business days.
   Settlement and Payment Procedure	:	The Offerors will make payment to the Offeree within 3 business days from the last day of the Offer Period, which is 15 September 2017. The Acceptance Form submitted by the Offeree must be correct and completed and the transfer of the tendered shares must be completed.
   Conditions of Change to the Tender Offer	:

   • The Offerors may reduce the Offer Price or extend the Offer Period in the case of any event or action that occurs during the Offer Period which causes severe damage to the status or assets of the Business

   Details of Tender Offer for Securities
   Conditions for Cancellation of the Tender Offer	:	The Offerors may cancel the Tender Offer upon the occurrence of one or more of the following events:

   • The Offerors may change the offer or extend the Offer Period to compete with another offeror who has submitted a tender offer for shares of the Business during the Offer Period.

   • any event or action occurring after the submission of the Tender Offer to the Office of the Securities and Exchange Commission (the "SEC") but within the Offer Period which causes or may cause severe damage to the status or the assets of the Business, where such event or action has not result solely from the actions of the Offerors or actions for which the Offerors are responsible; or

     • an occurrence of any event that cease the requesting for delisting of the securities of BIGC from the SET.

2. Details of the Offeror

3. General Information

   Name	:	BJC Supercenter Company Limited
   Address	:	99 Soi Rubia, Sukhumvit 42 Road, Phrakanong, Klongtoey, Bangkok 10110
   Telephone No.	:	0-2367-1111
   Facsimile No	:	0-2367-1000
   Company Registration No.	:	0105556112427

   Name	:	Saowanee Holdings Company Limited
   Address	:	999/9 The Offices at Central World, 26 floor, Rama 1 Road, Patumwan, Patumwan, Bangkok 10330
   Telephone No.	:	0-2367-1111
   Facsimile No	:	0-2367-1000
   Company Registration No.	:	0105541034662

   The Tender Offerors have appointed BJC Supercenter to be the sole purchaser of all BIGC's shares tendered from all Offerees, in accordance with the Memorandum of Understanding regarding the Tender Offer of all Securities in Big C Supercenter Public Company Limited dated 26 June 2017, agreed between BJC Supercenter and Saowanee Holdings.

4. Business Information and Other Information

   The Offerors

5. BJC Supercenter Company Limited

   BJC Supercenter is currently a holding company of Big C Supercenter Public Company Limited, Samphunsamer Company Limited and BJC C Distribution Company Limited.

6. Saowanee Holdings Company Limited

   Saowanee Holdings is currently a holding company of Big C Supercenter Public Company Limited.

   The shareholder that has significant influence over the policy-making, management, or operation of the Offerors

7. Berli Jucker Public Company Limited, a direct and indirect shareholder of the Offerors BJC

   BJC is a manufacturer and distributor of consumer products used in everyday life. BJC has a production facility base in Thailand as well as overseas. BJC has 5 main business areas which can be categorized into;

   • Packaging Business: manufactures, markets, and distributes packaging products including glass containers, aluminum cans, and rigid plastic containers

   • Consumer Products and Services Business: manufactures, markets, and distributes consumer products including snack foods, beverage, confectionery, milk products, tofu, personal care products ( soaps, shampoos, cosmetics), household products ( tissue papers, cleaning products) , as well as markets and distributes house brand products and products under contracted brands. In addition, it also provides customs clearing, warehousing, transportation, and distribution services

   • Healthcare and technical supply chain businesses: imports and distributes healthcare and technical products comprising industrial chemicals, food ingredients, pharmaceuticals, imaging products, and hospital supplies, as well as, designs, supplies, and distributes automation and control systems, industrial equipment, logistics and warehouse equipment, and galvanized steel towers for power transmission lines

   • Modern Retail Supply Chain: hypermarket business, including large store format such as Big C Supercenter and Big C Extra as well as small to medium store format such as supermarket under Big C market brand, convenience stores under Mini Big C brand and drug store under Pure brand

   • Other Businesses:

     • International Businesses: provides supporting services in expanding business internationally focusing mainly on AEC countries

     • Retail Businesses: imports, markets, and distributes books and magazines, stationery and office supplies, and electronic products, as well as operates health and beauty retail stores

     • Other Businesses: provides information technology services including Commercial Data Center, Management and Storage Service for the companies in the group as well as external customers

8. Registered capital and paid-up capital

   The Tender Offerors

9. BJC Supercenter Company Limited (Information as at March 31, 2017)

   Registered capital	:	THB 8,200,220,000
   Paid-up capital	:	THB 8,200,220,000

10. Saowanee Holdings Company Limited (Information as at March 31, 2017)

    Registered capital	:	THB 20,200,000
    Paid-up capital	:	THB 20,200,000

    The shareholder that has significant influence over the policy-making, management, or operation of the Tender Offerors

11. Berli Jucker Public Company Limited (Information as at June 16, 2017)

    Registered capital	:	THB 4,053,955,000
    Paid-up capital	:	THB 3,991,888,999

12. Shareholders of the Company

13. List of top three shareholders of Saowanee Holdings Company Limited as of 2 June 2017

    No.	Name	Number of Shares	Percentage of paid up shares
    1	Samphunsamer Company Limited	201,998	100.00
    2	BJC Logistics and Warehouse Company Limited	1	0.00
    3	BJC Consumer Company Limited	1	0.00
    Total	202,000	100.00

14. List of top three shareholders of Samphunsamer Company Limited as of 2 June 2017

    No.	Name	Number of Shares	Percentage of paid up shares
    1	Berli Jucker Public Company Limited	400,001	50.00
    2	BJC Supercenter Company Limited	399,998	50.00
    3	BJC Retail Holding Company Limited	1	0.00
    Total	800,000	100.00

15. List of top three shareholders of BJC Supercenter Company Limited as of 2 June 2017

    No.	Name	Number of Shares	Percentage of paid up shares
    1	BJC Retail Holding Company Limited	819,621,998	99.95
    2	Berli Jucker Public Company Limited	400,001	0.05
    3	BJC Logistics and Warehouse Company Limited	1	0.00
    Total	820,022,000	100.00

16. List of top three shareholders of BJC Retail Holding Company Limited as of 2 June 2017

    No.	Name	Number of Shares	Percentage of paid up shares
    1	Berli Jucker Public Company Limited	168,600,001	50.00
    2	BJC Logistics and Warehouse Company Limited	168,599,998	50.00
    3	BJC Consumer Company Limited	1	0.00
    Total	337,200,000	100.00

17. List of top three shareholders of BJC Logistics and Warehouse Company Limited as of 2 June 2017

    No.	Name	Number of Shares	Percentage of paid up shares
    1	Berli Jucker Public Company Limited	497,499,998	100.00
    2	BJC Healthcare Company Limited	1	0.00
    3	Berli Jucker Foods Company Limited	1	0.00
    Total	497,500,000	100.00

18. List of top ten shareholders of Berli Jucker Public Company Limited as of 12 May 2017

    No.	Name	Number of Shares	Percentage of paid up shares
    1	TCC Corporation Company Limited	2,578,430,550	64.59
    2	UBS AG SINGAPORE BRANCH	245,000,000	6.14
    3	DBS Bank Ltd	165,129,000	4.14
    4	Thai NVDR Company Limited	110,119,196	2.76
    5	Arunsiripattana Public Company Limited	80,000,000	2.00
    6	Bualuang LTF	73,847,150	1.85
    7	THE BANK OF NEW YORK MELLON	58,250,000	1.46
    8	Bualuang Long-Term Equity Fund 75/25	47,153,000	1.18
    9	Pornpattanasin Company Limited	27,000,000	0.68
    10	North Park Real Estate Company Limited	26,800,000	0.67

    No.	Name	Number of Shares	Percentage of paid up shares
    Total	3,411,728,896	85.47

19. List of top four shareholders of TCC Corporation Company Limited as of 2 June 2017

20. No.	Name	Number of Shares	Percentage of paid up shares
    1	TCC Top Enterprise Limited/1	489,906,880	48.99
    2	Mr. Charoen Sirivadhanabhakdi	254,951,450	25.50
    3	Khunying Wanna Sirivadhanabhakdi	254,574,750	25.45
    4	North Park Real Estate Company Limited	566,920	0.06
    Total	1,000,000,000	100.00

    Remark: /1 Mr. Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi are major shareholders

21. Board of Directors of the Company

22. List of board of directors of BJC Supercenter Company Limited according to the latest list as of 2 June 2017

    No.	Name	Position
    1	Mr. Aswin Techajareonvikul	Director
    2	Mrs. Thapanee Techajareonvikul	Director
    3	Mr. Sithichai Chaikriangkrai	Director

23. List of board of directors of Saowanee Holdings Company Limited according to the latest list as of 2 June 2017

    No.	Name	Position
    1	Mr. Sanyalak Chaikhachornwat	Director
    2	Mr. Chanwit Parchayaphiphat	Director
    3	Mr. Pheeraphat Khamphayom	Director

24. List of board of directors of Berli Jucker Public Company Limited according to the latest list as of 2 June 2017

25. No.	Name	Position
    1	Mr. Charoen Sirivadhanabhakdi	Chairman, Chairman of Executive Board
    2	Khunying Wanna Sirivadhanabhakdi	Vice Chairman

    No.	Name	Position
    3	Dr. Chaiyut Pilun-Owad	Director, Vice Chairman of Executive Board, Chairman of Nomination and Remuneration Committee
    4	Mr. Thirasakdi Nathikanchanalab	Director, Vice Chairman of Executive Board, Risk Management Committee Member
    5	Mr. Prasert Maekwatana	Director, Vice Chairman of Executive Board, Risk Management Committee Member
    6	Mr. Sithichai Chaikriangkrai	Director, Executive Director, Risk Management Committee Member
    7	Mr. Aswin Techajareonvikul	Director, Executive Director, Chairman of Risk Management Committee, Chief Executive Officer and President
    8	Mrs. Thapanee Techajareonvikul	Director, Executive Director, Secretary to the Nomination and Remuneration Committee, Senior Executive Vice President
    9	Mr. Panot Sirivadhanabhakdi	Director, Executive Director
    10	Mr. Prasit Kovilaikool	Independent Director, Chairman of Audit Committee
    11	Mr. Weerawong Chitmittrapap	Independent Director
    12	Police General Krisna Polananta	Independent Director, Audit Committee Member, Nomination and Remuneration Committee Member
    13	Mr. Rangsan Sriworasart	Independent Director
    14	Mr. Pirom Kamolratanakul	Independent Director, Audit Committee Member
    15	Mr. Kamjorn Tatiyakavee	Independent Director

26. Summary of the financial status and performance

27. BJC Supercenter Company Limited

    Formerly known as Namlap Company Limited, it was established on 15 July 2013. BJC Group acquired BJC Supercenter since 29 February 2016. Below is the key financial statements and operating results of BJC Supercenter Company Limited from the audited financial statements as of 31 December 2014, 2015 and 2016

    Unit: THB	For the Year Ended 31 December
    	2014	2015	2016
    Total assets	86,283	279,372	206,209,662,019
    Total liabilities	7,000	207,320	122,611,004,917

    Unit: THB	For the Year Ended 31 December
    	2014	2015	2016
    Shareholders' equity	79,283	72,052	83,598,657,102
    Registered capital	100,000	100,000	3,372,000,000
    Total revenue	415	343	2,848,620,117
    Total expenses	7,452	7,574	2,916,609
    Net loss	(7,037)	(7,231)	(509,314,950)
    Net loss per share	(0.70)	(0.72)	(1.51)
    Book value per share	7.93	7.21	247.92

28. Saowanee Holdings Company Limited

    Formerly known as Be Trute Company Limited, it was established on 5 June 1998. BJC Group acquired Saowanee Holdings since 21 March 2016. Below is the key financial statements and operating results of Saowanee Holdings Company Limited from the audited financial statements as of 31 December 2014 2015 and 2016

    Unit: THB	For the Year Ended 31 December
    	2014	2015	2016
    Total assets	3,752,769,146	4,330,090,130	2,189,211,201
    Total liabilities	23,610,352	5,878,868	2,135,743,810
    Shareholders' equity	3,729,158,794	4,324,211,262	53,467,391
    Registered capital	20,200,000	20,200,000	20,200,000
    Total revenue	587,868,997	603,454,341	591,203,608
    Total expenses	12,001,200	797,106	459,937
    Net profit	566,498,587	596,504,468	587,098,130
    Basic earnings per share	5,780.60	6,086.78	5,990.80
    Book value per share	38,052.64	44,124.60	545.59

29. Berli Jucker Public Company Limited

30. BJC has material obligations as stated in the audited financial statements of BJC as of 31 December 2016 and the reviewed financial statements as of 31 March 2017 which set out as follow;

    Unit: THB	As of 31 December 2016 (Audited)			For 3-month period Ended 31 March 2017
    	2014 (restated)	2015	2016 (restated)	2017
    Total assets	43,428	44,701	309,368	308,708
    Total liabilities	25,411	23,950	198,220	196,740
    Total Shareholders' equity	18,017	20,751	111,148	111,968
    Total Shareholders' equity attributable to owners of the Company	14,997	17,063	102,737	103,585
    Total Shareholders' equity attributable to non-controlling interests	3,020	3,688	8,411	8,383
    Registered capital	2,014	2,014	4,054	4,054
    Total revenue/1	42,400	44,509	137,598	39,232
    Total expense/2	39,930	40,743	131,503	37,610
    Net profit/3	2,046	3,453	5,030	1,116
    Net profit attributable to owners of the Company /3	1,680	2,792	4,001	965
    Net profit attributable to non- controlling interests /3	366	661	1,029	151
    Basic earnings per share (THB) /4	1.06	1.75	1.54	0.24
    Dividends per share (THB) /4 /5	0.60	0.84	0.50	-
    Book value per share (THB) /4	9.42	10.72	39.62	25.96

    Source: Audited and Restated Financial Statements of Berli Jucker Public Company Limited

    Note: /1 Total revenue comprises of revenue from sale of goods and rendering of services, net foreign exchange gain, dividends received, interest received, and other income

    /2 Total Expense comprises of cost of sale of goods and rendering of services, selling expenses, administrative

    expenses, net loss from foreign exchanges and finance cost

    /3 Include share of profits and (loss) from investments in associates and joint ventures

    /4 Calculated from the total paid-up shares (Basic earnings per share)

    /5 Dividend per share is announced in accordance with the performance of BJC in each period

31. Sources of funds used by the Offerors for the Tender Offer

32. In the event that shareholders, who are not the Offerors and persons under Section 258 of the Offeror, tender the entire 17,008,187 shares of BIGC or 2.06 percent of the issued share capital at the purchase price of THB 225.00 per share, the funds required for the Tender Offer for all the remaining securities of the Business are THB 3,826,842,075 (Three Billion Eight Hundred Twenty-Six Million Eight Hundred Forty-Two Thousand and Seventy-Five Baht).

    BJC Supercenter, one of the Offerors, will be the sole purchaser of all BIGC's shares tendered from all Offerees, in accordance with the Memorandum of Understanding regarding the Tender Offer of all Securities in Big C Supercenter Public Company Limited dated 26 June 2017, agreed between BJC Supercenter and Saowanee Holdings. As a result, BJC Supercenter is obligated to make a payment for the Tender Offer.

    BJC Supercenter, the sole purchaser of all Big C Supercenter Public Company Limited's shares tendered from all Offerees, has already secured financings for this Tender Offer through the use of intercompany loan from BJC, a majority shareholder, who has significant influence over the policy-making, management or operation of BJC Supercenter. BJC has issued the letter of guarantee of intercompany loan to BJC Supercenter. The loan proceeds from BJC were obtained from Standard Chartered Bank and Deutsche Bank, which collectively provided the total credit facility of THB 4, 000 million. On 16 June 2017, Standard Chartered Bank and Deutsche Bank issued a confirmation letter stating that they will grant a financial support to BJC in respect of Tender Offer. Therefore, the Offerors will have a sufficient credit facility to cover the full amount required for the Tender Offer.

    The IFA had evaluated the source of funds used by the Offerors from

    • Letter of Guarantee of Intercompany Loan for Tender Offer of the Company from BJC

    • Confirmation Letter on the Financial Support for Tender Offer Execution from Deutsche Bank AG

    • Confirmation Letter on the Financial Support for Tender Offer Execution from Standard Chartered Bank

    • The Memorandum of Understanding regarding the Tender Offer of all Securities in the Company

    IFA has no doubt that the Tender Offerors will not have sufficient sources of funds to conduct and complete this Tender Offer.

    Part 2 Opinion of the Independent Financial Advisor on the Tender Offer Price

    The opinion of IFA on the tender offer price is based on the appropriateness price. IFA has used information from interview with the executives and related parties as well as other public information e.g. the Report for Delisting of Shares from SET (Form F10-6), Annual Registration Statement (Form 56-1), Financial Statement, and other information from SET.

33. Key Assumptions in preparing the IFA's opinion

    The opinion of the IFA 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 financial results or financial status. In addition, we have assumed:

      • There is no other risk that might delay or change the tender offer price.

      • 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 Company

34. Methodologies in Evaluating the Fairness of the Offering Price

In performing an evaluation of the offering price fairness, the IFA has carried out the following valuation approaches:

1. Book Value Approach

2. Adjusted Book Value Approach

3. Historical Market Price Approach

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 Multiple)

   • Price to Book Value Ratio Approach (P/BV Multiple)

5. Discounted Cash Flow Approach

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:

1. Book Value Approach

   In evaluating BIGC's price using Book Value Approach, the shareholders' equity balances shown on the company's financial statement as at 31 March 2017 (Reviewed) was used to indicate BIGC's net equity value. The details are shown in the table below.

   Item (Unit: THB million)	31 March 2017 (Reviewed)
   1) Registered and paid-up share capital at par value of THB10 with 825,000,000 shares as at 31 March 2017	8,250.00
   2) Premium (Discount) on share capital	5,955.65
   3) Retained earnings
   - Appropriated	901.96
   - Unappropriated	37,555.81
   4) Other components of shareholders' equity	(541.49)
   Shareholders' equity attribute to parent	52,121.93
   Issued and paid-up ordinary shares (million shares)	825.00
   Book value of BIGC (THB per share)	63.18
   Dividend paid after Q1/2017 (THB per share)	(1.90)
   Book value of BIGC after dividend (THB per share)	61.28

   Note : Financial statement as at 31 March 2017 reviewd by Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd.

   According to this approach, BIGC's shareholders' equity attribute to parent as at 31 March 2017 was THB 52,121.93 million or THB 61.28 per share after dividend paid after Q1/2017. 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.

2. Adjusted Book Value Approach

   In evaluating BIGC's price using Adjusted Book Value Approach, the shareholders' equity attribute to parent based on BIGC's financial statement as at 31 March 2017 is adjusted with the following items:

3. Investment property, Property, plants and equipment and Leasehold right

   The IFA has considered the report on the appraisal of asset by 15 Business Advisory Company Limited ("15 BA"), which is an independent appraiser approved by the SEC and is appointed to report on the appraisal of BIGC's assets for a total of 199 items for public purpose. In this regard, the report is the appraisal on May 1,

   2017, which has a valid period of less than 6 months from the day the IFA completes this report. Thus, the IFA views that the information could be used for the consideration of the valuation using the adjusted book value approach (More detail in Attachment 1).

4. Trademark

   The IFA has considered the market value of trademark based on BJC's consolidated financial statement as at March 31, 2017 regarding the assets valuation using Purchase Price Allocation (PPA) after BJC Group acquires the Company's common shares in May 2016.

   The details are shown in the table below.

   Item (Unit: THB million)	31 March 2017 (Reviewed)
   1) Shareholders' equity attribute to parent	52,121.93
   2) Adjustment on Book value of Investment property, Property, plants and equipment and Leasehold right attribute to parent	61,404.04
   3) Adjustment on Book value of Trademark	1,889.00
   Shareholders' equity attribute to parent after the adjustment	115,414.97
   Issued and paid-up ordinary shares (million shares)	825.00
   Adjusted book value of BIGC (THB per share)	139.90
   Dividend paid after Q1/2017 (THB per share)	(1.90)
   Adjusted book value of BIGC after dividend (THB per share)	138.00

   Note : Financial statement as at 31 March 2017 reviewd by Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd.

   According to this approach, BIGC's shareholders' equity attribute to parent after the adjustment of book value of Investment property, Property, plants and equipment and Leasehold right as at 31 March 2017 was THB 115,414.97 million or THB 138.00 per share after dividend paid after Q1/2017. This method only measures the accounting value of BIGC's equity adjusted with book value of Investment property, Property, plants and equipment and Leasehold right at a particular point in time, without taking the expectations of future operating performance, and industry trends into considerations. Hence the IFA believes that this method is not a relevant valuation approach in this transaction.

5. Historical Market Price Approach

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

   240

   230

   220

   210

   200

   190

   180

   May-16 Aug-16 Nov-16 Feb-17

   Source : SETSMART, Historical trading data for the period from 12 May 2016 to 11 May 2017

   (Shares) 400,000

   300,000

   200,000

   100,000

   0

   Period of Average Market Price	Period	Average Volume (Shares/Day)	Average Price (THB/Share)
   5 days1 prior to the announcement	4 May 2017 - 11 May 2017	83,681.00	223.13
   30 days prior to the announcement	12 April 2017 - 11 May 2017	37,901.94	222.71
   3 months prior to the announcement	14 February 2017 - 11 May 2017	27,101.83	215.46
   6 months prior to the announcement	13 December 2016 - 11 May 2016	18,983.00	214.87
   1 year prior to the announcement	12 May 2016 - 11 May 2016	19,906.94	214.27

   Note : 1Business days

   The 1-year historical daily closing price and daily trading volume of BIGC's shares are demonstrated in the chart above. The 5-day1, 30-day, 3-month, 6-month, and 1-year historical average market price from 11 May 2017, the day before Board of Director of BIGC approved the delisting of the securities, are THB 223.13, THB 222.71, THB 215.46, THB 214.87, and THB 214.27 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 may not reflect the fair value since BIGC has very low free float, approximately 2.06% of the total issued shares of the Company. Hence the IFA believes that this method is not an appropriate valuation approach for this transaction.

6. 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 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.

   The summary of comparable companies is listed below:

   Local Peers

7. 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. At the end of 2016, the company had a total of 9,542 stores nationwide. Of the total 4,245 stores are in Bangkok and its vicinities (44 percent) and 5,297 stores are in provincial areas (56 percent). CPALL recorded revenues of THB 434,711.9 million and the net profit of THB 16,819.1 million.

8. 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 115 branches across Thailand, consisting of 76 makro retail centers, 17 makro food services, 11 Eco plus stores, 3 makro food shops and 8 Siam frozen stores. At the end of 2016, MAKRO recorded revenues of THB 172,790.1 million and the net profit of THB 5,412.5 million.

9. 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. Moreover, the company also has property management business. With 80 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. At the end of 2016, HMPRO recorded revenues of THB 61,144.1 million and net profit of THB 4,125.2 million.

10. 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 44 branches throughout Thailand, comprising 11 branches in Bangkok and vicinity and 33 stores in the provinces. In addition, the company also has 2 operating branches in Vietnam. At the end of 2016, ROBINS recorded revenues of THB 30,767.3 million and the net profit of THB 2,815.1 million.

11. 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 46 large-scale stores with the operating area of over 1,000,000 sq. m. At the end of 2016, GLOBAL recorded revenues of THB 19,474.1 million and the net profit of THB 1,495.0 million.

12. COL Public Company Limited ("COL")

13. 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". At the end of 2016, COL recorded revenues of THB 11,784.9 million and the net profit of THB 384.3 million.

    Regional Peers

14. 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. At the end of 2016, the group recorded revenues of USD 11,200.7 million (approximately THB 389,448.3 million) and net profit of USD 469.0 million (approximately THB 16,307.1 million).

15. Sumber Alfaria Trijaya Tbk PT ("AMRT")

    Sumber Alfaria Trijaya Tbk PT is engaged in the retail distribution of consumer products by operating mini-market 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. At the end of 2016, AMRT recorded revenues of IDR 56,107.1 billion (approximately THB 154,457.1 million) and the net profit of IDR 601.6 billion (approximately THB 1,656.1 million).

16. 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". At the end of 2016, PGOLD recorded revenues of PHP 112,589.4 million (approximately THB 79,938.45 million) and the net profit of PHP 5,526.2 million (approximately THB 3,923.6 million).

17. 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. At the end of 2016, MPPA recorded revenues of IDR 13,527.3 billion (approximately THB 37,239.4 million) and the net profit of IDR 38.5 billion (approximately THB 105.9 million).

    Table: Local and Regional Peers Comparison Summary

    Company	EV (THB million)	EV/EBITDA	EV/Sales	P/E	P/BV	NI CAGR
    		LTM Q1/2560	LTM Q1/2560	LTM Q1/2560	Q1/2560	2557 - 2559
    Big C Supercenter Public Company Limited	203,372	14.84x	1.54x	25.06x	3.58x	(2.79%)
    Local Peers
    CP ALL Public Company Limited	742,286	21.37x	1.62x	32.35x	11.85x	16.66%
    Siam Makro Public Company Limited	178,791	18.75x	1.02x	31.26x	10.90x	7.98%
    Home Product Center Public Company Limited	141,097	16.96x	2.45x	32.37x	7.53x	10.37%
    Robinson Department Store Public Company Limited	70,376	35.78x	2.70x	27.02x	4.71x	12.34%
    Siam Global House Public Company Limited	63,176	22.93x	3.35x	40.94x	3.44x	20.32%
    COL Public Company Limited	12,541	12.34x	0.89x	26.95x	2.06x	-2.04%
    Average - Local	21.35x	2.01x	31.81x	6.75x	10.94%
    Regional Peers
    Dairy Farm International Holdings Limited		433,504	16.01x	0.94x	22.31x	6.90x	-2.17%
    Puregold Price Club, Inc.		87,551	13.23x	1.13x	22.07x	2.84x	11.76%
    PT Sumber Alfaria Trijaya Tbk		79,831	8.72x	0.54x	31.73x	4.78x	3.77%
    PT Matahari Putra Prima Tbk		13,594	21.17x	0.64x	302.77x1	3.32x	-55.78%
    Average - Regional		14.78x	0.81x	25.37x	4.46x	-10.60%
    Average - Overall		18.73x	1.53x	29.67x	5.83x	2.32%

    Source : Bloomberg and Company's data as at 11 May 2017

    Note : 1Excluded from the calculation of average data as the value is far higher than the average

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

    • EV to EBITDA Ratio Approach (EV/EBITDA Multiple)

    • EV to Sales Ratio Approach (EV/Sales Multiple)

    • Price to Earnings Ratio Approach (P/E Multiple)

    • Price to Book Value Ratio Approach (P/BV 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 last 12 months as of 31 March 2017

   Figure: Average LTM EV/EBITDA (Times) as of Q1/2017, Ranked by Enterprise Value in Each Region

   Mean: 18.73

   Median: 17.85

   CPALL MAKRO HMPRO ROBINS GLOBAL COL DAIRY AMRT PGOLD MPPA

   Source : Bloomberg and Company's data as at May 11, 2017

   The mean of EV/EBITDA of comparable companies is at 18.73 times, while the median is at 17.85 times.

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

   Unit: THB Million	LTM data as of Q1/2017
   EBITDA	11,988.50
   Result
   Max EV/EBITDA (times)	35.78
   Min EV/EBITDA (times)	8.72
   Range of Enterprise Value	104,590.64 - 428,924.20
   Deduct Interest Bearing Debt	15,154.45
   Deduct Non-controlling Interest	(265.52)
   Add Cash and Cash Equivalent	1,267.29
   Deduct Dividend paid after Q1/2017	1,567.50
   Range of Equity Value	89,401.50 - 413,735.06
   Equity Value per Share (THB per Share)	108.37 - 501.50

   From the table above, the estimated equity value per share of BIGC is calculated from the maximum and minimum value of average EV/EBITDA multiple for the last 12 months as of March 31, 2017, which results in the range between THB 108.37 and THB 501.50 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. EV to Sales Ratio Approach (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 revenue used in this valuation is based on BIGC's financial statement for the last 12 months as of March 31, 2017.

   Figure: Average LTM EV/Sales (Times) as of Q1/2017, Ranked by Enterprise Value in Each Region

   Mean:1.53 Median: 1.08

   CPALL MAKRO HMPRO ROBINS GLOBAL COL DAIRY AMRT PGOLD MPPA

   Source : Bloomberg and Company's data as at May 11, 2017

   The mean of EV/Sales of comparable companies is at 1.53 times, while the median is at 1.08 times.

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

   Unit: THB Million	LTM data as of Q1/2017
   Sales	112,625.69
   Result
   Max EV/Sales (times)	3.35
   Min EV/Sales (times)	0.54
   Range of Enterprise Value	60,319.39 - 377,858.67
   Deduct Interest Bearing Debt	15,154.45
   Deduct Non-controlling Interest	(265.52)
   Add Cash and Cash Equivalent	1,267.29
   Deduct Dividend paid after Q1/2017	1,567.50
   Range of Equity Value	45,130.24 - 362,669.53
   Equity Value per Share (THB per Share)	54.70 - 439.60

   From the table above, the estimated equity value per share of BIGC is calculated from the maximum and minimum value of average EV/Sales multiple for the last 12 months as of March 31, 2017, which results in the range between THB 54.70 and THB 439.60 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 Approach (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 last 12 months as of March 31, 2017.

   Figure: Average LTM P/E (Times) as of Q1/2017, Ranked by Enterprise Value in Each Region

   Mean: 29.67

   Median: 31.26

   CPALL MAKRO HMPRO ROBINS GLOBAL COL DAIRY AMRT PGOLD MPPA

   Source : Bloomberg and Company's data as at May 11, 2017

   Note : Excluded MPPA since the P/E multiples is significantly different from the average

   The mean of P/E of comparable companies is at 29.67 times, while the median is at 31.26 times.

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

   Unit: THB Million	LTM data as of Q1/2017
   Net Income	6,394.33
   Result
   Max P/E (times)	40.94
   Min P/E (times)	22.07
   Range of Equity Value	141,141.59 - 261,773.99
   Equity Value per Share (THB per Share)	171.08 - 317.30
   Deduct Dividend paid after Q1/2017 (THB per share)	1.90
   Equity value after dividend (THB per share)	169.18 - 315.40

   From the table above, the estimated equity value per share of BIGC is calculated from the maximum and minimum value of average P/E multiple for the last 12 months as of March 31, 2017, which results in the range between THB 169.18 and THB 315.40 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.

4. Price to Book Value Ratio Approach (P/BV Multiple)

This method of valuation is calculated by multiplying BIGC's book value with 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, by using book value based on BIGC's financial statement as of March 31, 2017

Figure: Average LTM P/BV (Times) as of Q1/2017, Ranked by Enterprise Value in Each Region

Mean: 5.83

Median: 4.74

CPALL MAKRO HMPRO ROBINS GLOBAL COL DAIRY AMRT PGOLD MPPA

Source : Bloomberg and Company's data as at May 11, 2017

The mean of P/BV of comparable companies is at 5.83 times, while the median is at 4.74 times.

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

Unit: THB Million	Data as of Q1/2017
Book Value	52,121.93
Result
Max P/BV (times)	11.85
Min P/BV (times)	2.06
Range of Equity Value	107,323.62 - 617,388.12
Equity Value per Share (THB per Share)	130.09 - 748.35
Deduct Dividend paid after Q1/2017 (THB per share)	1.90
Equity value after dividend (THB per share)	128.19 - 746.45

From the table above, the estimated equity value per share of BIGC is calculated from the maximum and minimum value of average P/BV multiple, which results in the range between THB 128.19 and THB 746.45 per share.

18. Discounted Cash Flow Approach

19. 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 weighted average cost of capital to achieve the present value of cash flow to the business (Free cash flow to firm) during the next 9 years and 9 months, from year 2017 (9 months) to 2026 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

20. Discount rate

    The discount rate used in calculation of the net present value is 7.99% , which is a weighted average cost of capital (WACC). The IFA calculated the discount rate pursuant to the following formula:

    WACC =

    where Ke is the return on equity

    D/E

    (1 + D)

    (Kd)(1 − T) +

    1

    (1 + D)

    E

    (Ke)

    Kd is the average cost of borrowing of BIGC in year 2014 - 2016 at 3.58% per year T is the corporate income tax rate at 20%

    D/E is the ratio of interest bearing debt to total shareholders' equity of Thai comparable peers (COL, GLOBAL, HMPRO, MAKRO, and ROBINS) which has targeted D/E approximately at 0.43x. The industry average is a good representative for an appropriate capital structure.

    Note : Exclude CPALL as its capital structure is significantly different from other peers from acquisition of MAKRO (2.84x compared to the average of 0.43x)

21. Return on Equity

    The return on equity is estimated from the Capital Asset Pricing Model (CAPM). Details are as follows:

    Ke = Rf + β(Rm − Rf)

    where Rf is the risk-free rate of return based on 10-year government bond yield on May 11, 2017 is at 2.80%

    (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 and should not be used for reference.

    β is the beta or the coefficient of variation of return, which derived from the BIGC's comparable 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 0.91 (Source: Bloomberg)

    Note : Exclude CPALL as its capital structure is significantly different from other peers

    Rm is the market return based on the historical average of a rate of return from investment in the SET since market inception on 30 April 1975, 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 historical average rate of return from investment in the SET since market inception is 10.95% (Source: Stock Exchange of Thailand).

    Ke is the return of equity calculated from the Capital Asset Pricing Model (CAPM) which equals to 10.18%

22. Terminal Value

    The IFA has calculated the terminal value as follows:

    CF2569 (1 + g)

    T =

    WACC − g

    CF2569 is cash flow of business in year 2026

    g is the long-term growth rate of cash flow after year 2026 equaling to 3.00% based on 20-year average Thailand's long-term inflation rate

    WACC is the weighted average cost of capital, used as discount rate, calculated by IFA, which is at 7.99%

23. Key Assumptions for Financial Projections 4.1) Revenues

24. Revenue from Sales

    Revenue from Sales is calculated from average sale per sale area and sale area. The IFA used information from management interview and the details are as follows:

    Average sale per sale area

    Average sale per sq.m will be changed according to the Same Store Sales Growth (SSSG). In 2016, the SSSG, especially for hypermarket format, decreases due to the management has adjusted the sale strategies by cancelling low margin wholesale and the reduction of consumer consumption since the death of His Majesty King Bhumibol Adulyadej. However, with economic conditions and the expansion of overall retail business in a better direction, the SSSG for hypermarket format will gradually adjust to but slightly below the long-term projected inflation rate of 2.0% and the SSSG for medium and small formats e.g. Big C Market, and Mini Big C format will gradually rise to the equal long-term projected inflation rate of to be at 3.0%.

    Branch Format	2014A	2015A	2016A	2017F	2018F	2019F	2020F	2021F-2026F
    Hypermarket	1.0%	(3.0%)	(14.2%)	0.0%	1.0%	1.0%	1.5%	2.0%
    Medium and Small	1.0%	1.0%	(0.9%)	0.0%	1.5%	1.5%	2.25%	3.0%

    Sale area

    Total sale area will be increased based on the increasing numbers of new branches. The average sale area of new branch is expected to be in-line with existing branches. The management will focus on expanding of small sized format

    which provides higher margin than that of hypermarket. Details of new branch expansion are as the following table (excluding franchise). The expansion of medium and small formats will decrease in 2020 as it is a conservative basis.

    New branch
    Branch Format	2014A	2015A	2016A	2017F	2018F	2019F	2020F	2021F-2026F
    Hypermarket	4	2	6	9	3	2	1	1
    Medium and Small	53	85	78	202	200	200	65	65

25. Revenue from rental and services

    Revenue from rental and services is calculated from average rent and service fee per rental area and rental area. The total rental area of the company will increase from the expansion of hypermarkets as per table in 1. The average rental and service fee growth rate per rental area is 4.0% in 2017 and 3.5% since 2018 until the end of projection period which is close to the average figures from 2013 to 2015 of 4.5%, 4.1%, 3.1%, respectively (in 2016, the figure is -1.1%, which is not used in calculation due to the reduction of consumer consumption since the death of His Majesty King Bhumibol Adulyadej).

26. Other Income

    Other income includes revenue from advertising collected from suppliers, fees charged for the right to distribute advertising materials, discounts on trade, compensation and the service charged after the sale, etc., accounted for 3.45 percent of the revenue from sales throughout the projection. The figure is calculated from the average figures from 2014 to 2016 at 3.42%, 3.60% and 3.34% of revenue from sales respectively.

27. Cost of Sales

    Cost of sales include such as cost of goods sold, and depreciation. In 2014-2016, the cost of goods sold were 85.04%, 86.25% and 85.36% of total revenues from sales, respectively. It is expected that the cost of goods sold will gradually decrease to 84.60% of revenue from sales since 2017 until the end of projection as the management has adjusted the sale strategies by cancelling low margin wholesale and plans to expand branches in small format e.g. Mini Big C, which has higher margin than hypermarkets.

28. Selling and Administrative Expenses

    Selling and administrative expenses are salaries, utilities, consulting fees, rental fees, service charges and depreciation. In 2014 - 2016, the selling and administrative expenses were 16.10%, 15.96% and 17.52% of total revenue respectively. The management expects the selling and administrative expenses to total revenue will increase to 18.39% of total revenue in 2017 due to the branch expansion, especially hypermarkets, the increase in personnel expenses both in branches and head office and the shift from part-time employment to full-time employment. Furthermore the rents and utility costs also increase. The selling and administrative expenses per total revenue is gradually decreasing due to the higher growth of total revenue as compared to the growth of selling and administrative expenses and economies of scale. It will gradually decrease to 16.82% in 2026.

29. Corporate Income Tax

    The corporate income tax is 20% of the profit before tax throughout the projection period.

30. Working Capital

    The management's projections of working capital assets consist of Account Receivable and Other Receivable, Supplier Receivables and Tenant Receivables and Inventory (average inventory period increases due to the new stock inventory policy which increases), while working capital liabilities consist of Account Payable and Other Payable. Both of which refer to lst 12 month historical data. All are summarized in the table below.

    Historical Data			Forecast	Remarks 2015
    2014*	2015	2016	2017 Onwards
    Account Receivables and Other Receivables	0.68	2.35	5.14	5.17	Average collection period (days)
    Supplier Receivable and Tenant Receivables	124.69	31.16	45.27	43.95	Average collection period (days)
    Inventory	40.69	38.63	48.37	55.23	Average inventory period (days)
    Account Payable and Other Payable	101.67	94.14	90.04	87.29	Average creditor period (days)

    Remark : After 2015, there is a reclassification of Account Receivables and Other Receivables and Account Payable and Other Payable. There is also a settle between Supplier Receivable and Tenant Receivables and Account Payable and Other Payable. Therefore , the figures before 2015 cannot be compared with the figures after 2015.

31. Capital Expenditure

    Capital Expenditure will be in-line with the branch expansion plan, which will gradually decrease in the future as the management plans to focus on smaller branches such as Mini Big C which has low investment costs than hypermarkets. The management expects that capital expenditure will be as follows.

    THB mm	2017	2018	2019	2020	2021	2022	2023 - 2026
    Capital Expenditure	8,081	5,312	5,144	4,007	3,759	3,500	3,300

32. 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. On the assumption that the cash flows are spreaded throught out the year, mid-year is a representative of timing of the each year cash flow to BIGC.

    • The IFA conducts the financial projection based on the BIGC's going concern basis

33. Present Value of Company's Cash Flow

    The calculation of free cash flows to firm is based on 9-year 9-month projection from quarter 1/2017 to 2026 discounted by WACC to the present value of BIGC's cash flows as at 31 March 2017. The cash flows can be summarized as follows:

    Unit : THB mm	9M 2017	2018	2019	2020	2021
    Total Revenues	96,822.69	138,788.69	148,258.95	156,009.60	162,445.52
    Cost of Sales and Services	(74,570.75)	(107,201.15)	(114,746.51)	(120,873.34)	(125,870.87)
    Gross Profit	22,251.94	31,587.54	33,512.44	35,136.26	36,574.64
    Other Income	3,050.86	4,371.96	4,679.69	4,929.56	5,133.37
    Selling and Administrative Expenses	(18,097.92)	(24,925.00)	(26,171.25)	(27,218.10)	(28,306.82)
    Earnings before Interest and Tax (EBIT)	7,024.88	11,034.51	12,020.88	12,847.72	13,401.19
    Tax	(1,415.93)	(2,150.62)	(2,352.18)	(2,521.86)	(2,635.41)
    Depreciation and Amortization	3,110.32	4,370.50	4,474.67	4,499.28	4,462.12
    Change in Net Working Capital	479.31	784.43	470.06	374.37	291.65
    Cash Flow from Operating Activities	9,378.58	14,038.82	14,613.43	15,199.50	15,519.56
    Capital Expenditure	(6,974.02)	(5,311.97)	(5,144.28)	(4,006.89)	(3,759.37)
    Free Cash Flow to Firm	2,404.56	8,726.86	9,469.15	11,192.61	11,760.20

    Unit : THB mm	2022	2023	2024	2025	2026
    Total Revenues	169,124.52	176,055.45	183,247.44	190,709.96	198,452.82
    Cost of Sales and Services	(131,056.36)	(136,436.59)	(142,018.57)	(147,809.57)	(153,817.11)
    Gross Profit	38,068.16	39,618.86	41,228.87	42,900.39	44,635.70
    Other Income	5,344.85	5,564.27	5,791.92	6,028.09	6,273.10
    Selling and Administrative Expenses	(29,439.10)	(30,616.66)	(31,841.33)	(33,114.98)	(34,439.58)
    Earnings before Interest and Tax (EBIT)	13,973.91	14,566.47	15,179.46	15,813.50	16,469.22
    Tax	(2,753.37)	(2,875.90)	(3,002.65)	(3,133.39)	(3,268.19)
    Depreciation and Amortization	4,413.58	4,352.86	4,279.14	4,191.56	4,089.19
    Change in Net Working Capital	302.50	313.73	325.35	337.39	349.85
    Cash Flow from Operating Activities	15,936.62	16,357.15	16,781.30	17,209.05	17,640.06
    Capital Expenditure	(3,500.43)	(3,300.46)	(3,299.81)	(3,300.00)	(3,300.24)
    Free Cash Flow to Firm	12,436.83	13,056.70	13,481.49	13,909.05	14,339.83

    Summary of the valuation using Discounted Cash Flow Approach

    Unit: THB Million	31 March 2017
    WACC	7.99%
    Expected Perpetual Growth Rate After 2025	3.00%
    Present Value of FCFF (2016-2025)	73,969.51

    Unit: THB Million	31 March 2017
    Present Value of Terminal Value	137,555.43
    Enterprise Value	211,524.94
    Deduct Interest Bearing Debt*	15,154.45
    Deduct Non-controlling Interest*	(265.52)
    Add Cash and Cash Equivalent*	1,267.29
    Equity Value	197,903.30
    Divide Share Outstanding (mm Share)	825.00
    Share Price (THB per Share)	239.88
    Dividend after Q1/2017 (THB per Share)	(1.90)
    Share Price (THB per Share)	237.98

    Note: Information from BIGC's audited financial statement for period ended 31 March 2017

34. Sensitivity Analysis

35. As the valuation of BIGC highly depends on various key assumptions, the IFA has prepared the sensitivity analysis to show the impact from assumptions on valuation. Results are shown in the table below.

36. Sensitivity Analysis between Discount Rate (WACC) and Terminal Growth Rate

    Unit : THB per share		WACC
    		7.00%	7.50%	7.99%	8.50%	9.00%
    Terminal Growth Rate	1.00%	223.35	204.03	187.93	173.16	160.63
    	2.00%	254.68	229.33	208.78	190.35	175.04
    	3.00%	301.67	265.87	237.98	213.78	194.24

37. Sensitivity Analysis of the increase and decrease of Same Store Sale Growth (SSSG)

    Unit : THB per share	The increase and decrease of SSSG
    	-0.50%	-0.25%	0.00%	+0.25%	+0.50%
    Share Price	214.81	226.27	237.98	249.94	262.14

38. Sensitivity Analysis of interest rate

Unit : THB per share	Interest Rate
	1.00%	2.00%	3.30%	4.00%	5.00%
Share Price	237.94	237.96	237.98	237.99	238.01

The 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 213.78 to THB 265.87 per share. The long-term growth rate of cash flow equaling to 3.00% based on 20-year average Thailand's long-term inflation rate.

2.3 Summary of Valuation for Ordinary Shares of the Company

The IFA has considered the appropriateness of the tender offer price using various valuation methods, which can be summarized as follows

Comparables: EV/EBITDA Comparables: EV/Sales Comparables: P/E Comparables: P/BV

Discounted Cash Flow Approach Historical Market Price Approach

Adjusted Book Value

Book Value

108.37

54.70 439.60

169.18 315.40

128.19

213.78 265.87

214.27 223.13

138.00

61.28

501.50

746.45

(THB/share)

0 100 200 300 400 500 600 700 800

Offering Price THB 225.00 per share

The IFA opined that the tender offer price of THB 225.00 per share (after dividend payout) is appropriate since it is in-line with the valuation range of the IFA using Discounted Cash Flow Approach which is between THB 213.78 - THB 265.87 per share.

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 (for Book Value approach). 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 may not reflect the fair value since BIGC has very low free float, approximately 2.06% of the total issued shares of the Company. 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 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. For EV/Sales Multiple approach, it 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. In the view of the IFA, the P/E Multiple Approach 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, while the P/BV Multiple Approach does not take into consideration the expectations of future operating performance.

Moreover, the Tender Offer price is not less than the highest price calculated based on the criteria specified by SEC according to regulation no.56 of Notification of the Capital Market Supervisory Board No. ThorJor. 12/2554 entitled Rules, Conditions, and Procedures for the Acquisition of Securities for Business Takeovers with the following detail.

Criteria	Price (THB per share)
1. The highest price of ordinary shares or preferred shares that the Tender Offerors or any party according to Section 258 has acquired during the period of 90 days before the tender offer has been submitted to SEC Office.	- N/A -
2. The weighted average of market price of shares during the period of 5 business days prior to the day that the Board of Directors of the company has resolved in its meeting to delist the shares from the Stock Exchange or the day that the shareholder meeting has the resolution to delist the shares from the Stock Exchange, whichever come earlier.	223.13
3. The net asset value of the company calculated based on the book value that has been adjusted to reflect the current market value of asset and liability of the company	138.00
4. The fair value of shares that have been calculated by financial advisor of the Tender Offerors	213.30 - 224.24

From the consideration of the appropriateness of the tender offer price of the Companry's share, IFA has considered the Tender Offer price at THB 225.00 per share (after the dividend payment) is the appropriate due to the appropriated range of fair value, calculated by IFA based on Market Value Approach and Discounted Cash Flow Approach THB 213.78 - 265.87 per share.

Part 3 Opinion of the Independent Financial Advisor on Tender Offer for the Securities

1. Reasons to Accept and/or Reject the Tender Offer

2. Reasons to Accept the Tender Offer

   IFA has studied the tender offer (Form 247- 4) , tender offer price, and relevant information of the Company in order to give the opinion to the shareholders that are not related to the Tender Offerors in consideration of the appropriateness of the tender offer price as well as support reasons to convince such shareholders to the Tender Offerors to accept and/or reject this tender offer, reasons as follow. IFA has the opinion that shareholders should accept the Tender Offer based on the following reasons:

3. The appropriateness of the tender offer price

   IFA has the opinion that the Tender Offer price of 225.00 baht per share is in-line with the valuation range of the IFA using Discounted Cash Flow Approach which is between THB 213.78 - THB 265.87 per share (More details in part 2 The opinion of Independent Financial Advisor on the Tender Offer Price), which is not less than the highest price calculated based on the criteria specified by SEC according to regulation no.56 Section 6 of Notification of the Capital Market Supervisory Board No. ThorJor. 12/2554 entitled Rules, Conditions, and Procedures for the Acquisition of Securities for Business Takeovers with the following detail.

   Criteria	Price (THB per share)
   1. The highest price of ordinary shares or preferred shares that the Tender Offerors or any party according to Section 258 has acquired during the period of 90 days before the tender offer has been submitted to SEC Office.	- N/A -
   2. The weighted average of market price of shares during the period of 5 business days prior to the day that the Board of Directors of the company has resolved in its meeting to delist the shares from the Stock Exchange or the day that the shareholder meeting has the resolution to delist the shares from the Stock Exchange, whichever come earlier.	223.13
   3. The net asset value of the company calculated based on the book value that has been adjusted to reflect the current market value of asset and liability of the company	138.00
   4. The fair value of shares that have been calculated by financial advisor of the Tender Offerors	213.30 - 224.24

4. Impact on the Minority Shareholders after Delisting of Ordinary Shares of the Company 2.1) Lack of Liquidity in Selling Shares

5. After the delisting, there will be no secondary market for shareholders to trade the Company's shares after delisting. There will be no reliable and acceptable reference price. Therefore, the shareholders may face illiquidity problems when they would like to trade shares of the Company.

6. Limited Return on Investment

   As a result from no secondary market and lack of liquidity in shares trade, the chance for the shareholders to get the return in the form of capital gain will be limited. Most of the return from investment for shareholders will be in the form of dividends, which currently, the Company has the dividend payment policy of no less than 30% of the net profit from the Company's financial statement after deducting the all the reserves required by law. However, the dividend payout in each year may change depending on the Company's regulation as well as the Company's Board of Directors' and Shareholders' approval.

7. No Tax Privilege for Shareholders

   The individual shareholders will not get tax exemption from capital gain. In addition, as Thailand Securities Depository Co., Ltd. is no longer the securities registrar for the Company, when transferring the shares of the Company, both individual and corporate shareholders will not be exempted for the stamp duty at the rate of 0.1% of the share price paid or the face value of the shares, whichever is higher.

8. Getting Less Information from the Company

   Although the Company would remain a public company, minority shareholders would have less access to the Company's news and information as the Company will no longer has obligation to provide information as required for a listed company under the relevant rules, notifications, regulations, and laws, including the Regulation of the SETregarding Rules, Conditions, and Procedures Governing the Disclosure of Information and Other Acts of a Listed Company. Moreover, if after the delisting tender offer there are other shareholders who are not the Offeror, the persons acting in concert with the Offeror and the persons under Section 258, and whose aggregate shareholding does not exceed 5 percent of total issued shares of the Company or the number of shareholders of all shares not exceeding 100 persons, the Company will no longer have obligation to (1) prepare and submit its financial statement and report financial position and operating performance to the SEC pursuant to the SEC Notification No. TorChor. 44/2556 regarding Rules, Conditions and Procedures for Disclosure regarding Financial and Non-financial Information of Securities Issuers and; (2) the Company's director, management and auditor will no longer have duty to prepare and disclose their securities holding report pursuant to the SEC Notification No. SorChor. 12/2552 regarding Preparation and Disclosure of Reports on Securities Holding of Directors, Executives and Auditors.

   However, the shareholders may rely on the disclosure of the Company's information from BJC, which is a listed company on SET. In addition, the shareholders may access the Company's news and information for only those disclosed at the shareholders' meeting and annual report that must be submitted to the shareholders on a yearly basis are required by Public Limited Companies Act B.E. 2535 (as amended), or request from the Ministry of Commerce a copy of important documents of the Company such as certificate of incorporation, list of shareholders, and yearly financial statements.

9. Loss of Balance of Power with Major Shareholders

BJC is the major shareholder of the Company, indirectly holds 807,991,813 ordinary shares, which is total of 97.94% of paid-up shares of the Company through BJC Supercenter and Saowanee Holdings, which are wholly- owned subsidiaries of BJC. This shareholding proportion allows BJC to determine any policy and controls over majority votes in the shareholder meeting including the issues that need normal majority votes and the issues that need the supporting votes at least three-fourth of total votes. Therefore, minority shareholders cannot object, balance the power or monitor the activities of the Tender Offerors group.

10. Reasons to Reject the Tender Offer

    If the shareholders still hold the Company's shares, shareholders may receive a dividend from retained earnings of the Company or the dividend policy. The Company's dividend policy is not less than 30 percent of net profit on a separated basis after taxes and legal reserves. This may be changed depends on the results of operations, financial status, Investment in the future, and the overall economic situation in accordance with depending on the resolution of the Board of Directors and the resolution of the shareholders of the Company.

    Moreover, the shareholders will still have the right as company's shareholders according to the applicable laws and regulations, and have an opportunity to receive the capital gain from share sales in case there is an offer.

11. Benefits or Impacts from the Plans and Policies Indicated in the Tender Offer and Viability of Such Plans and Policies

    IFA has considered plans and policies indicated in the Tender Offer (form 247- 4) and IFA has the opinions of benefits or impacts from the plans and policies indicated in the Tender Offer as follow.

12. Status of the Company

    As the Tender Offerror stated in the Tender Offer (Form 247-4) part 3 no. 2.1, after completing the Tender Offer for delisting BIGC's securities from SET and SET approves the delisting of BIGC's securities from SET, BIGC status as a listing company on SET will be terminated. BIGC will continue to operate, and remain status as a public company. In this regard, the relevant law which is in effect at present does not allow a conversion of public limited company to private limited company. However, in the event that there is an amendment to the relevant law allowing such conversion and BIGC is qualified to do so as may required by the new legislation, the Tender Offerors may cause BIGC to proceed for a conversion to private limited company provided that BIGC shall fully and completely comply with the applicable laws. In addition, if BIGC has completed such conversion, the rights of shareholders and the obligations of BIGC under the Public Limited Companies Act B.E. 2535(as amended) shall be ceased, and shall be governed by the provisions under the Civil and Commercial Code and/or the applicable laws which are in effect at that time.

    The IFA has an opinion that after the delisting, the Company will experience more limitations on fund mobilization as it will no longer be able to raise fund from the public to support the business expansion. However, the Company has no necessary to raise fund through SET since the Company has sufficient capital to use as working capital. In case the Company has to raise fund, the Company still have other source of capital including issuing ordinary shares, preferred

    shares, corporate debenture, convertible securities as well as support from major shareholders, which are BJC and/or any subsidiaries in the group of BJC.

    In case of the conversion of the Company to be limited company, the rights of shareholders and the obligations of BIGC shall be governed by the provisions under the Civil and Commercial Code and/or the applicable laws which are in effect at that time. However, since the Company is currently a public limited company, the Company is still required to disclose information and comply with the Public Limited Companies Act B.E. 2535

13. Policies and Plan on Business Operation

    As the Tender Offerror stated in the Tender Offer (Form 247-4) part 3 no. 2.2, The Tender Offerors and BJC do not have policy to make any material changes to its core business within 12 months after the end of the Offer Period and intend to focus and operate the business as before.

    Nonetheless, the Tender Offerors and BJC are in the process of reviewing BIGC's operations and businesses as a whole to evaluate the possibility of restructuring of the management, capital structure, business structure and/or asset management of the Company, in order to improve flexibility and to increase the management efficiency and/or increase business potential of BIGC or generate benefits for the Company and shareholders, all together. Therefore, over the period of 12 months from the last day of the Offer Period, the Tender Offerors may restructure the Company in various aspects, which may be in the manner of i) acquisition, disposal or transfer of assets or rights, ii) borrowing and lending, iii) transfer of finance lease, iv) change in business strategy or business policy of Big C and/or its subsidiaries, associates, joint ventures, companies or businesses which BIGC invests in, v) change in management policies, vi) employee transfer, for example. The mentioned restructuring may involve transactions between BIGC and the Tender Offerors, companies under the BJC Group or major shareholders of BJC and may lead to a change in structure, pattern or policy towards operating the rental areas under BIGC. The Tender Offerors will, however, make sure that the Company complies with terms and conditions under the relevant laws, regulations and rules, including Public Limited Company Act and the Business' Articles of Association (as the case may be).

    In case that the Tender Offerors decide to make any material changes different from what has been stated in the Tender Offer documents, the Tender Offerors shall obtain relevant approvals by the Board of Director's meeting and/or shareholders' meeting as to the article of association, laws and regulations of SEC and SET.

    The IFA has an opinion that the Company will have no significant impact from plans and policies since the Tender Offeror intends to retain the main businesses. However, after the tender offer, BJC will be the major shareholder of the Company, indirectly holds not less than 807,991,813 ordinary shares, which is total of 97.94% of paid-up shares of the Company. This shareholding proportion allows BJC to determine any policy and controls over majority votes in the shareholder meeting including the issues that need normal majority votes and the issues that need the supporting votes at least three-fourth of total votes. Therefore, minority shareholders cannot object, balance the power or monitor the activities of the Tender Offeror group, unless the law states otherwise.

14. Dividend Policy

    As the Tender Offerror stated in the Tender Offer (Form 247-4), the Tender Offerors and BJC do not have plan or policy to change the dividend policy of the Company significantly within 12 months after the end of the Offer Period. Previously, the Company paid dividend annually and the average dividend payout for the year 2014-2016 is in-line with the dividend policy which is determined at not less than 30% of net profit of the Company pursuant to the applicable legal reserve.

    Nevertheless, if necessary or if there is any significant change in the financial performance, the business environment, or any other events, the Tender Offerors may adjust the dividend policy of the Company in the future for optimal financial status and performance or increase in efficiency and competitive advantages. Besides, in case that the Company has excess financial liquidity and no investment plan, the Tender Offerors may propose to the Board of Director's meeting and/or shareholders' meeting of the Company to consider the annual or interim dividend payout from retained earnings, on the case by case basis.

    The IFA has an opinion that the shareholders will received the dividend not less than 30% of net profit of the Company pursuant to the applicable legal reserve within 12 months after the end of the Offer Period, and will continue in the future if there is no change in the policy. However, the Company may adjust the dividend policy of the Company in the future to optimize financial status and performance of the Company, which the Company will propose to the Board of Director's meeting and/or shareholders' meeting of the Company, as the case may be. In the past 3 years, the Company paid dividend to shareholders as follows:

    Operating Period	2014	2015	2016
    Total dividend paid for the period (Baht / share)	2.62	2.62	1.90
    Net profits per share of the Company (Baht / share)	8.74	8.02	6.32
    Dividend paid out ratio (%)	30	33	30

15. Related Party Transaction

    Currently, the Company has specified policies and procedures regarding related party transactions to comply with the rules and regulations of SET and SEC to prevent any conflict of interests between the Company, its subsidiaries, associate companies and/or any potential conflict persons.

    After the end of the Offer Period and the Company is no longer a listed entity, any future related party transactions will be considered mainly on the necessity and reasonableness of the transaction as well as interest of the Company. Although the Company may change the related party transaction policy, the Company will comply with the Article of Association of the Business and Public Limited Company Act B.E. 2535 which subject to the resolution of the Business's Board of directors meeting.

    The IFA has considered the policy and process in approving the related party transactions of the Company that it complies with the rules and regulations of SET and SEC. After the end of the Offer Period and the Company is no longer a listed entity, the Company will comply with the Article of Association of the Company and Public Limited Company Act B.E. 2535 which may require less information disclosure or process. Hence, the Company may receive less information.

    Moreover, there may be more related party transactions in the future, for example, BJC will support the Company in providing loan, and the Company may reduce the loan from financial institutions.

16. Change in Board of Directors

    As the Tender Offerror stated in the Tender Offer (Form 247- 4) , after the completion of the Tender Offer, the Offerors may make changes to the Board of Directors as deemed appropriate, such as any resignation or retirement by rotation of any board members or appointment of additional board members. Should there be any such changes in the board of directors' composition, the Tender Offerors will take appropriate actions in conforming to BIGC's Articles of Association and/or applicable laws.

    The IFA has an opinion that within 12 months after the end of the Offer Period, the Tender Offerors will not change the board of directors of the Company. However, if there is any change in the board of directors' composition, the Tender Offerors will take appropriate actions in conforming to BIGC's Articles of Association and/or applicable laws.

17. Plan to Sell Shares of the Company

    As the Tender Offerror stated in the Tender Offer (Form 247- 4) part 2 no. 5.3, the Tender Offerors have no intention to either sell or transfer a significant amount of the issued share capital of BIGC both currently held and to be acquired from this Tender Offer to any person within 12 months from the end of Offer Period, except the case that (i) there is a change in the business structure or corporate structure or shareholding structure of BIGC, under which case BJC Group and/or the Tender Offerors may consider and implement the sale or transfer of the issued share capital of BIGC by the Tender Offerors to BJC, major shareholders or persons under Section 258 of the Securities and Exchange Act B.E. 2532 ( 1992) of the Tender Offerors or BJC or (ii) the Tender Offerors is obliged to comply with the law and regulations in force at that time. However, the Tender Offerors may sell or transfer shares of the Company to others which have not been aforementioned in case that i) there is a condition or obligation which the Tender Offerors must comply with or have a reasonable ground to do so ii) there will be beneficial to the Tender Offerors or a company under BJC Group, including sell or transfer shares of the Company to joint ventures or partnership businesses. Nevertheless, the sale or transfer of the Company' shares will not affect the controlling power of the Tender Offerors in their capacity of the major shareholders of the Company.

    In addition, the Tender Offerors and BJC shall continuously consider the level of investment and shareholding in BIGC along with BIGC's and BJC's business plan, funds requirement, liquidity, and financial position in order to ensure that both companies have sufficient funding and liquidity to continue their operation.

    The IFA has an opinion that in case the Tender Offerors will sell or transfer shares of the Company, the Tender Offerors will consider and proceed as appropriated and believes that it will not matertially affect the controlling power of the Tender Offerors as the major shareholders of the Company and the Company's business plan.

18. Benefits or Impacts to Shareholders in case of Rejecting the Tender Offer

19. The shareholders who reject the tender offer and continue to hold the Company's shares will have the rights as specified in the Company's Articles of Association and the Public Limited Companies Act B.E. 2535 in respect of

    entitlement to dividend payment (if any), participation in a shareholders' meeting, election of directors, access to news and information of the Company, etc. The shareholders have the right to sell the Company's shares to any interested party and shall thereby have the duty to pay capital gain tax (if any). However, the shareholders who reject the tender offer will be affected from delisting status of the Company's share and checks and balances against the major shareholder.

    Part 4 Summary of the Opinion of Independent Financial Advisor

    From the information and reasons mentioned above, IFA has the opinion that the tender offer price of 225.00 baht per share is in the range of the fair price of the Company's shares valuated by the IFA by Market Approach and Discount Cash Flow Approach which is ranged from 213.78 to 265.87 baht per share and is not less than the highest price that calculate under the regulation specify in Section 56 of Notification of the Capital Market Supervisory Board No. ThorJor. 12/2554 entitled Rules, Conditions, and Procedures for the Acquisition of Securities for Business Takeovers. Moreover, minority shareholders could be affected if they continued to hold the Company's share such as lack of liquidity, reduce the opportunity of receiving benefit from capital gain, individual shareholder cannot receive tax exemption from capital gain, receive less information from the Company and incapability to check and balance on major shareholders. From the reasons mentioned above, shareholders should accept the Tender Offer.

    Maybank Kim Eng Securities (Thailand) Public Company Limited as the IFA certifies that it has carefully studied and analyzed relevant information in accordance with professional standard based on the information and documents supplied by the Company mentioned above which is complete and updated. If the information and document significantly changed, the opinion of the IFA could be affected.

    The shareholders should study all information in the IFA Report and related document in order to make appropriate judgement whether to accept or decline this Tender Offer. However, the decision to accept or decline the Tender Offer is discretion of shareholders.

    Yours Faithfully,

    [Mr. Montree Sornpaisarn]

    Mr. Montree Sornpaisarn

    Chief Executive Officer

    Maybank Kim Eng Securities (Thailand) PCL, the Independent Financial Advisor

    [Mr. Thaveesith Santatikul]

    Mr. Thaveesith Santatikul

    Operation Controller

    Maybank Kim Eng Securities (Thailand) PCL, the Independent Financial Advisor

    The Company has appointed 15 Business Advisory Company Limited ("15BA"), an independent asset appraiser approved by the SEC, to be the appraisers of the Company's assets, totaling of 199 items, consisting of land, building and building improvement, and leasehold right as follow:

20. Hypermarket Formats 137 items

    Area	Number of branched based on ownership				Appraised Value (THB)
    	Freehold	Leasehold	Freehold + Leasehold	Pure Lease
    1	Bangkok	7	29	4	11	36,713,937,794
    2	Northern	8	3	-	-	12,265,900,000
    3	Southern	6	5	1	2	8,834,407,500
    4	Central	9	6	3	-	18,559,163,987
    5	Eastern	5	7	-	3	9,689,700,000
    6	Northeastern	10	15	1	2	14,504,607,578
    Total	45	65	9	18	100,567,716,859

21. Medium and Small Formats 59 items

    Area	Number of branched based on ownership				Appraised Value (THB)
    	Freehold	Leasehold	Freehold + Leasehold	Pure Lease
    1	Bangkok	-	9	-	3	840,700,000
    2	Northern	-	3	-	1	157,500,000
    3	Southern	-	6	-	2	324,800,000
    4	Central	-	8	-	1	197,200,000
    5	Eastern	-	2	-	2	112,100,000
    6	Northeastern	-	22	-	-	759,200,000
    Total	-	50	-	9	2,391,500,000

22. Distribution Centers 2 items

    Items	Ownership	Approach	Appraised Value (THB)
    Distribution Centers	Freehold	Cost Approach	2,235,000,000

23. Vacant Land 1 item

    Items	Ownership	Approach	Appraised Value (THB)
    Vacant Land	Freehold	Cost Approach	154,000,000

    Valuation of the Property

    A final value opinion is judged based on its applicability, reliability, and the quantity and quality of the available data.. 15 BA adopted Income Approach and Cost Approach in order to come up with the market value of the subject property. However, under the Cost Approach, the Sales Comparison Approach will be adopted to estimate market value of freehold land, and the Income Approach will be used to analyze the leasehold value of leased land. Meanwhile, for leasehold building in Pure Lease type of the property, the Income Approach will only be adopted in order to calculate the leasehold value of the subject sites.

    Valuation Approached by 15 BA

24. Sales Comparison Approach is based on an estimate of value derived from comparison of similar type properties, which have recently been listed for sale or sold.

25. Cost Approach is method that accrued depreciation is deducted from the cost new of the improvements and the balance is added to the land value.combination of land value from sales comparison approach and value of building

26. Income Approach is the value of an asset by the present value of its future economic benefits

27. The IFA's opinion on the appraisal of the Company's assets, conducted by the Independent Appraise

    Type of Appraised Asset	Appraised Method Used by the Independent Appraiser	The IFA's opinion on the appraisal of the Group's assets, conducted by the Independent Appraiser
    Hypermarket and Medium and Small Formats	Income Approach and Cost Approach	The appraisal of value of land and buildings with income approach is appropriate since this approach considers the present value of future cash flow generated from the assets that have market rent, in accordance with the use of such assets by the Company. However, if the market value of assets using income approach is less than the value using cost approach, cost of land will be used as the market value of the assets, which is consistent with the valuation methodology that market valu of the assets should not be lower than market valu of land.
    Distribution Center	Cost Approach	The appraisal of land and distribution center by cost approach, where the value of assets is appraised from land value, by comparing market data with building's value from new replacement cost deducted with

    Type of Appraised Asset	Appraised Method Used by the Independent Appraiser	The IFA's opinion on the appraisal of the Group's assets, conducted by the Independent Appraiser
    depreciation cost, is an appropriate method, since replacement cost is suited with the appraisal of assets that do not generate regular income or cannot be compared by market value, which is in accordance with appraised assets
    Vacant Land	Cost Approach	The appraisal of vacant land by cost approach using sales comparison approach is an appropriate for assets that do not generate regular income, which is in accordance with appraised assets

    Since the methods used in the assets appraisal of the Independent Appraiser, used in the appraisal on each item of the Company's assets, are appropriate as summed up above, the IFA uses the value from the Independent Appraiser to set the fair value of the Company's assets.