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

บริษัท บิ๊กซี ซเู ปอร์เซ็นเตอร์ จ ำกัด (มหำชน) (ส ำนักงำนใหญ่)

เลขที่ 97/11 ชั้น 6 ถนนราชด าริห์ แขวงลุมพินี เขตปทุมวัน กรุงเทพฯ 10330

โทร. [phone]

ทะเบียนนิติบุคคล / เลขประจ ำตัวผู้เสียอำกร : 0-1075-36000-63-3 Big C Supercenter Public Company Limited (Head Office) No. 97/11, 6th Floor, Rajdamri Road, Lumpini Sub-district, Pathumwan District, Bangkok 10330

Tel. [phone]

Company Registration Number / Tax ID : 0-1075-36000-63-3

-Translation-

No. CGD 025/2017

8 September 2017

Subject: Submission of the 2nd Amendment of the Opinion of the Company on the Tender Offer (Form 250-2) and Independent Financial Advisor on the Tender Offer

To: The President,

The Stock Exchange of Thailand

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

Big C Supercenter Public Company Limited (the "Company") would like to submit the 2nd Amendment of the Opinion of the Company on the Tender Offer (Form 250-2) and Independent Financial Advisor on the Tender Offer dated 8 September 2017, which was made in response to comment and request from SEC.

Please be informed accordingly.

Yours sincerely,

Mr. Aswin Techajareonvikul

Chief Executive Officer & President

In case of inquiry, please contact:

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

Submission of the Amendment of the Opinion of the Company on the Tender Offer (Form 250-2)

2nd Amendment

of

Big C Supercenter Public Company Limited

8 September 2017

(Translation)

8 September 2017

Subject: Submission of the 2nd Amendment of the Opinion of the Company on the Tender Offer (Form 250-2) and Independent Financial Advisor on the Tender Offer

To: The President,

The Stock Exchange of Thailand

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

Big C Supercenter Public Company Limited (the "Company") would like to submit the Amendment of the Opinion of the Company on the Tender Offer (Form 250-2) and Independent Financial Advisor on the Tender Offer dated 8 September 2017, which was made in response to comment and request from SEC.

(Translation) Submission of the 2nd Amendment of the Opinion of the Company on the Tender Offer (Form 250-2) Note: The added information is in bold with underline and the deleted information is in bold and struck out from the first amendment to Tender Offer 1.8 Projection of Future Operating Results Original Statement

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; hypermarket 9 stores, Big C market 1 store and Mini Big C (including franchise) 200 stores. The Business also focus on improving profit rather than sales volume. The Business also increases investment in key categories such as fresh food to ensure that the Business will be price leader in the market. In 2016, The Business has the second largest market share in hypermarket sector.

Nonetheless, the Tender Offerors may restructure the Business in various aspects, iii) change in business strategy or business policy of the Business and/or its subsidiaries, associates, joint ventures, companies or businesses which the Business invests in, iv) change in management policies and employee transfer, for example. The mentioned restructuring may involve transactions between the Business and the Tender Offerors, companies under BJC Group or major shareholders of BJC and may lead to a change in structure, pattern or business policy on operation of the rental areas of the Business. The aforementioned. Furthermore, 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.

Amended Statement

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; hypermarket 9 stores, Big C market 1 store and Mini Big C (including franchise) 200 stores. The Business also focus on improving profit rather than sales volume. The Business also increases investment in key categories such as fresh food to ensure that the Business will be price leader in the market. 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 include restructuring of the management, capital structure, shareholding structure, business structure and/or asset management, which may be in the manner of i) acquisition, disposal or transfer of assets or rights between companies within the group ii) rotation or transfer in business