Big C Supercenter Public : Submission of the 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 021/2017

1 September 2017

Subject: Submission of the 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 31 August 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

(Translation)

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

1st Amendment

Of

Big C Supercenter Public Company Limited 1 September 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 Business 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 Operating Results (consolidated financial statement) 11

8. Industry and Competition 23

9. Projection of Future Operating Results 26

10. Opinion on the Accuracy of the Business' Information Shown in the Tender Offer 26

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.) 26

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 27

13. Shared Management and Directors between the Tender Offeror and the Business 27

14. Related Party Transactions 28

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 30

16. Opinion of the Business' Board of Directors to the Securities Holders 31

17. Reasons to Accept and/or Reject the Tender Offer 32

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) 34

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

    Such Plans and Policies 34

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) 37

21. Opinion of the IFA who is under the List of Financial Advisor certified by SEC 38

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

    1 September 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) (including the 1st Amendment to Tender Offer for Securities of Big C Supercenter Public Company Limited dated 4 August 2017 and the 2nd Amendment to Tender Offer for Securities of Big C Supercenter Public Company Limited dated 25 August 2017) 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)	-	-	-	-	-	-
    Total				2.06	Total	3,826,842,075

    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

    Brand	Store Formats and Target Customers
    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.
    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

    Company	Percentage of Ownership Interest	Registered Capital (THB mm)	Paid-up Capital (THB mm)	Type of Business
    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./1	39.00* (Another 61% held by subsidiaries)	10,000.00	8,950.00	Rental of immovable assets
    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./2	58.00	100.00	100.00	E-commerce
    C-Distribution Asia Pte. Ltd. (Incorporated in Singapore)/3	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. Remarks: /1The Business directly holds 39% and indirectly holds 61% of the total issued shares of Cen Car Ltd.

    /2 BJC Group both directly and indirectly holds 98.8% of total issued shares of C Distribution (Thailand) Co., Ltd.

    /3 BJC Group both directly and indirectly holds 99.18% of total issued shares of C-Distribution Asia Pte. Ltd. (incorporated in Singapore).

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	Number of shares	Shareholding Percentage
    1	BJC Group consists of:	589,711,813	71.48
    	BJC Supercenter Company Limited
    	Saowanee Holdings Company Limited	218,280,000	26.46
    	Total	807,991,813	97.94
    2	Aberdeen Growth Fund	2,313,500	0.28
    3	Aberdeen Long Term Equity Fund	2,264,600	0.27
    4	Thai NVDR Company Limited	1,489,219	0.18
    5	Aberdeen Small Cap Fund	1,451,400	0.18
    6	BNP Paribas Securities Services, London Branch	1,262,700	0.15
    7	Aberdeen Smart Capital - Retirement Mutual Fund	1,072,000	0.13
    8	BNP Paribas Securities Services, Singapore Branch	701,200	0.09
    9	HSBC Bank Plc-West Yorkshir Pension Fund 4th Floor Britannia House Hall Ings Bradford BD1 1HX	625,000	0.08
    10	Ms. Areewan Wattanasuk	401,600	0.05
    Total		819,653,832	99.35

    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 who has significant influence over the policy-making, management, or operation of BJC, holding 74.88% of the 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 holds 50 % stake and Khunying Wanna Sirivadhanabhakdi holds 50% stake.

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 / Chairman of the Audit Committee
    4	Police General Aek Angsananont	Independent Director
    5	General Nivat Meenayotin	Independent Director / Audit Committee
    6	Mr.Vachara Tuntariyanond	Independent Director / Audit Committee
    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 Operating Results (consolidated financial statement)
33. Statement of Financial Position

    (Unit : THB million)	2014	%	2015	%	2016	%	Q1/2017	%
    Assets	11,413.53	11%	2,431.80	3%	2,397.53	3%	1,267.29	1%
    Current assets
    Cash and cash equivalents
    Trade and other receivables	227.97	0%	769.18	1%	1,510.06	2%	1,449.46	2%
    Supplier and tenant receivables	3,206.13	3%	835.58	1%	1,252.96	1%	1,234.38	1%
    Inventories	11,552.36	11%	10,918.35	12%	12,131.15	13%	13,104.16	14%
    Other current assets	914.14	1%	995.63	1%	29.86	0%	54.05	0%
    Total current assets	27,314.14	27%	15,950.54	17%	17,321.56	18%	17,109.34	18%
    Non-current assets	84.00	0%	351.00	0%	-	0%	-	0%
    Loan to associate companies
    Investment properties	16,187.61	16%	16,003.14	17%	16,126.39	17%	15,997.06	17%
    Property, plant and equipment	26,042.70	25%	27,035.90	29%	26,634.07	28%	26,683.18	29%
    Goodwill	26,722.03	26%	26,722.03	29%	26,722.03	29%	26,722.03	29%
    Leasehold rights	4,778.78	5%	5,117.23	6%	5,101.75	5%	5,128.42	5%
    Other intangible assets	153.99	0%	146.19	0%	194.24	0%	204.77	0%
    Deferred tax assets	689.80	1%	709.37	1%	724.72	1%	743.76	1%
    Other non-current assets	805.30	1%	826.35	1%	820.52	1%	818.52	1%
    Total non-current assets	75,464.22	73%	76,911.23	83%	76,323.72	82%	76,297.74	82%
    Total assets	102,778.36	100%	92,861.77	100%	93,645.28	100%	93,407.07	100%
    Liabilities and shareholders' equity Current liabilities Short-term loans from financial institutions	6,000.00	6%	-	0%	6,555.00	7%	7,095.00	8%
    Trade and other payables	28,863.72	28%	26,610.21	29%	22,580.98	24%	20,710,79	22%
    Current portion of unearned	36.65	0%	45.20	0%	41.51	0%	43.74	0%
    leasehold rights
    Current portion of long-term	4,675.00	5%	5,675.00	6%	3,300.00	4%	2,625.00	3%
    loans from financial institutions
    Short-term loan from parent	-	0%	-	0%	2,000.00	2%	2,000.00	2%
    company
    Income tax payable	400.28	0%	183.00	0%	92.32	0%	273.83	0%
    Short-term provisions	46.36	0%	48.23	0%	64.99	0%	66.66	0%

    (Unit : THB million)	2014	%	2015	%	2016	%	Q1/2017	%
    Other current liabilities	2,080.19	2%	2,257.05	2%	88.60	0%	76.61	0%
    Total current liabilities	42,102.21	41%	34,818.69	37%	34,723.40	37%	32,891.64	35%
    Non-current liabilities	157.55	0%	411.90	0%	415.48	0%	419.00	0%
    Unearned leasehold rights - net
    of current portion
    Long-term loans from related	-	0%	-	0%	228.43	0%	222.58	0%
    company
    Long-term loans from financial	13,975.00	14%	6,300.00	7%	3,000.00	3%	3,000.00	3%
    institutions - net of current
    portion
    Liabilities under a finance lease	237.80	0%	226.60	0%	214.88	0%	211.87	0%
    agreement - net of current
    portion
    Provision for long-term employee	453.71	0%	547.11	1%	667.17	1%	688.42	1%
    benefits
    Deferred tax liabilities	1,536.01	1%	1,621.85	2%	1,580.70	2%	1,595.54	2%
    Other non-current liabilities	2,169.48	2%	2,264.87	2%	2,479.83	3%	2,521.61	3%
    Total non-current liabilities	18,529.55	18%	11,372.33	12%	8,586.50	9%	8,659.02	9%
    Total liabilities	60,631.76	59%	46,191.02	50%	43,309.91	46%	41,550.66	44%
    Shareholders' equity	8,250.00	8%	8,250.00	9%	8,250.00	9%	8,250.00	9%
    Registered capital
    Issued and fully paid up capital	8,250.00	8%	8,250.00	9&	8,250.00	9%	8,250.00	9%
    Share premium	5,955.65	6%	5,955.65	6%	5,955.65	6%	5,955.66	6%
    Retained earnings
    Appropriated - statutory reserve	901.96	1%	901.96	1%	901.96	1%	901.96	1%
    Unappropriated	27,083.98	26%	31,788.28	34%	35,984.04	38%	37,555.81	40%
    Other components of	(65.75)	0%	(235.75)	0%	(538.91)	-1%	(541.49)	-1%
    shareholders' equity
    Equity attributable to owners of the Company	42,125.84	41%	46,660.14	50%	50,552.74	54%	52,121.93	56%
    Non-controlling interests of the subsidiaries	20.75	0%	10.61	0%	(217.37)	0%	(265.52)	0%
    Total shareholders' equity	42,146.59	41%	46,670.75	50%	50,335.37	54%	51,856.41	56%
    Total liabilities and shareholders' equity	102,778.36	100%	92,861.77	100%	93,645.28	100%	93,407.07	100%

34. Income statement

    (Unit : THB million)	2014	%	2015	%	2016	%	3m 2017	%
    Revenues	121,844.60	100%	119,620.11	100%	107,239.56	100%	24,561.16	100%
    Sales
    Rental and service income	9,385.37	8%	9,787.08	8%	10,101.29	9%	2,596.16	11%
    Total revenues	131,229.97	129,407.19	117,340.85	27,157.31
    Cost of sales and service	103,619.64	85%	103,173.99	86%	91,540.61	100%	20,600.26	84%
    Gross profits	27,610.33	23%	26,233.20	22%	25,800.25	24%	6,557.05	27%
    Other income	4,164.56	3%	4,301.92	4%	3,577.60	3%	830.48	3%
    Profits before expenses	31,774.89	26%	30,535.12	26%	29,377.84	27%	7,387.54	30%
    Selling, general and administrative	19,231.72	16%	18,877.12	16%	18,762.42	17%	4,744.86	19%
    expenses
    Selling and services expenses
    Administrative expenses	2,561.21	2%	2,457.45	2%	2,420.18	2%	671.37	3%
    Total selling, general and administrative	21,792.93	18%	21,334.58	18%	21,182.59	20%	5,416.23	22%
    expenses
    Profit before share of loss from investments in associates	9,981.96	8%	9,200.55	8%	8,195.25	8%	1,971.31	8%
    Share of loss from investments in	(110.57)	0%	-	0%	-	0%	-	0%
    associates
    Profit before finance cost and income tax	9,871.39	8%	9,200.55	8%	8,195.25	8%	1,971.31	8%
    expenses
    Finance cost	865.91	1%	677.43	1%	491.49	0%	83.23	0%
    Profit before income tax expenses	9,005.48	7%	8,523.12	7%	7,703.76	7%	1,888.07	8%
    Income tax expenes	1,755.88	1%	1,621.22	1%	1,331.63	1%	364.46	1%
    Profit for the year	7,249.60	6%	6,901.89	6%	6,372.13	6%	1,523.61	6%

35. Cash flows statement

    (Unit : THB million)	2014	2015	2016	3m 2016	3m 2017
    Net cash flows from operating activities	11,646.70	11,387.18	2,463.41	(7,819.95)	117.00
    Net cash flows used in investing activities	(3,609.91)	(5,575.76)	(3,320.30)	(520.87)	(1,106.78)
    Net cash flows used in financing activities	(3,797.89)	(14,857.25)	703.00	7,372.24	(137.88)
    Net increase (decrease) in cash and cash equivalents	4,238.90	(9,045.83)	(153.88)	(968.58)	(1,127.66)
    Cash and cash equivalents at beginning of year	7,174.63	11,477.63	2,431.80	2,367.84	2,397.53
    Cash and cash equivalents from business combination	-	-	119.62	119.62	(2.58)
    under common control
    Cash and cash equivalents at end of year	11,413.53	2,431.80	2,397.53	1,518.88	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.

    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:

37. 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.

38. 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.

39. 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.

40. 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:

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

42. 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.

43. 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

44. 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.

45. 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.

46. Corporate income tax

47. 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 Key Financial Ratios for the year 2014, 2015, 2016 and Q1/2017

    Key Financial Ratios	2014	2015	2016	Q1/2017
    Liquidity Ratio
    Current ratio (times)	0.7	0.5	0.5	0.5
    Quick ratio (times)	0.4	0.1	0.1	0.1
    Operating cash flow ratio (times)	0.3	0.3	0.1	0.3
    Trade receivable turnover (times) /1	99	85	67	69
    Average account receivable days (days) /1	4	4	5	5
    Inventory turnover ratio (times)	10	9	8	7
    Average inventory days (days)	37	40	46	53
    Account payable turnover (times)/1	3	3	4	4
    Average account payble days (days)/1	106	106	102	91
    Cash Cycle (days)	(65)	(62)	(51)	(33)
    Profitability Ratio
    Gross profit margin	15.0%	13.7%	14.6%	16.1%
    Operating profit margin	8.2%	7.7%	7.6%	8.0%

    Key Financial Ratios	2014	2015	2016	Q1/2017
    Net profit margin	5.9%	5.8%	5.9%	6.2%
    Return on equity	18.3%	15.5%	13.2%	12.7%
    Efficiency Ratio
    Return on assets	7.2%	7.1%	6.9%	6.9%
    Total assets turnover (times)	1.2	1.2	1.1	1.1
    Financial Policy Ratio
    Debt to equity ratio (times)	0.6	0.3	0.3	0.3
    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
    Debt to equity ratio (times)	0.3	0.2	0.3	0.3
    Dividend payment ratio	30%	33%	30%	N/A/2
    Information Per Share
    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/2
    Net book value per share (THB per share)	51.1	56.6	61.0	62.9

    Remark: /1 In the consolidated financial statements of Big C Supercenter Public Company Limited of the years2014-2016, the items of trade receivables and other receivables, and trade payables and other payables have been reclassified in order to be consistent with the presentation of financial statement as of March 31, 2017.

    /2 The Company pays dividends from its annual operating results by making the dividend payment once a year in the month of May of the following year.

    Average inventory days and average account payable days

    The effective working capital management is important for the Company. In 2016, the Company's average account payable days were 102 days, which decreased from 106 days in 2015 and 106 days in 2014 due to the change in working capital management of the Business. In the previous years, the average account payable days were greater than actual average since the average payables had great amount of cash. Over the same time period, the average inventory days increased to 46 days in 2016 from 40 days in 2015 and 37 days in 2014. The increase in the average inventory days in 2016 was due to Company's policy to improve overall product availability for the customers and especially to stock the products for the end of the year high season to secure availability of products for the customers.

    As of March 31, 2017, the Company's average account payable days were 91 days, which decreased by 11 days from December 31, 2016. The decrease was due to an increase in purchasing of products with the shorter term of payment, whereas at the same time the average inventory days were 53 days, which increased by 7 days from December 31, 2016. The increase was due to the incease in 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 6.2% for the quarter, representing an increase of 1.10% 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 12.7%; 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.

48. 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

49. 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 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 structure, shareholding structure under the Business for tax benefits (including setting up of new subsidiaries or liquidating companies under the Business) 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 restructuring processes will be carry out in order to increase business potential and generate income to the Business. 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. Therefore, it is unlikely to have significant impact on the Business and its shareholders.

50. 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.

51. 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

52. 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 indirectly holds 25.50% of shares in TCC Corporation Company Limited which holds 74.88% of shares in BJC, and Khunying Wanna Sirivadhanabhakdi indirectly holds 25.45% of shares in TCC Corporation Company Limited which holds 74.88% of shares in BJC.

    The information as of May 12, 2017 shows that the director of BIGC holds shares in BJC or in the Tender Offeror as per the table below. However, the information does not show that the director of BJC or BIGC holds shares in BIGC.

    Name - Surname	Position	Sharesholding in BJC or in the Tender Offeror	Remark
    Ms. Sureerat Silpsakulsuk	Non-Executive Director of BIGC	Holding shares directly in BJC in the amount of 220,000 shares or equivalent to 0.003% of the total issued shares of BJC. However, there is no shareholding in the Tender Offeror.	Ms. Sureerat Silpsakulsuk has acquired BJC's shares by exercising of right under the BJC ESOP Project.

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

    As of June 2, 2017, the management and directors of the Tender Offeror 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,	Director	Executive Director / CEO & President

    Name - Surname	Position in Major Shareholder of the Tender Offeror	Position in the Tender Offeror	Position in the Business
    Chief Executive Officer and 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

54. 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 (During 21 March 2016 - 31 December 2016)	For 3-month Period Ended 31 March 2017	Related Party Policy
    1. Revenues
    1.1 Revenue from sales and rendering services	732.21	253.07	Pricing is based on goods and services cost plus margin basis
    1.2 Interest income	7.39	11.58	Interest rates are charged at borrowing cost and market rates
    1.3 Dividend income	1,265.66	-	Rates as announced to other shareholders
    1.4 Management fee income	1.57	75.18	Based on actual costsincurred as agreed in the contracts
    1.5 Other income	1.32	1.78	Contractually agreed prices

    Unit: THB mm	For Year Ended 31 December 2016 (During 21 March 2016 - 31 December 2016)	For 3-month Period Ended 31 March 2017	Related Party Policy
    2. Expenses
    2.1 Purchases of goods and services	0.02	0.13	Pricing is based on market price net of markup margin of BJC
    2.2 Selling and administration expense	200.74	82.96	Contractually agreed prices
    3. Trade receivables	233.98	230.16	-
    4. Trade payables	-	0.01	-
    5. Short term loans to related company	2,226.14	2,220.44	Interest rates are charged at borrowing cost and market rates
    6. Other receivables - related parties	6.61	100.39	-
    7. Other payables - related parties	3.48	35.80	-

    Pricing policy on the Related Party Transactions

    The abovementioned related party transactions have been considered reasonable pricing whereby the agreed prices were the market price which can be compared with the prices offered to the third parties with the commercial terms and conditions in the normal course of business, and there was no transfer of benefits between the Company/subsidiaries and the related companies including the connected persons. The transactions between the related parties are determined in accordance with the following pricing policies:

    Transactions Pricing Policy

    Revenue from sales and rendering services Pricing is based on goods and services cost plus margin basis Purchases of goods and services Pricing is based on market price net of markup margin of BJC Dividend income Rates as announced to other shareholders

    Interest income Interest rates are charged at borrowing cost and market rates

    Other income Contractually agreed prices

    Management fee income Based on actual costs incurred as agreed in the contracts

    Selling and administration expense Contractually agreed prices

    Interest payable Interest rates are charged at borrowing cost and market rates

    Transactions	Pricing Policy
    Buy and sell fixed assets	Contractually agreed prices

    Necessity and Reasonableness of the Transactions

    Related party transactions are the transactions occuring from co-allocation of resources among the companies under the Company. The company has set out the policies and guidelines on related party transactions or transactions that may cause conflict of interest in order to achieve the maximum benefits for the Company in accordance with the regulations prescribed by law.

    Procedure for approval of Related Party Transactions

    The company specifies that related party transactions and transactions which may cause conflicts of interest with the Company/subsidiaries, directors, executives or related persons must be approved by the Audit Committee and the Board of Directors, or obtain approval from shareholder's meeting, as the case may be. In addition, there will be legal procedures according to the law and regulations prescribed by the Stock Exchange of Thailand.

    Policy on Future Related Party Transactions

    In the event of future related party transactions, the Company will comply with the laws regarding securities and stock exchange, regulations, notifications, orders or any related regulations issued by the SET including compliance with the Accounting Standards Re: Disclosure of personal information or related parties as determined by the Federation of Accounting Professions of Thailand.

    In the event of occurrence of normal transactions which have been occuring continuously in the future, the Company has set out the policies and guidelines on such transactions in accordance with general commercial characteristics with reference to suitable, fair, and reasonable price and terms which are verificable. Those policies and guidelines shall also be proposed to the Board of Directors for approval. After the SET approves the delisting of

    t he Business' securities from the SET, the Tender Offeror has a policy to change the Board of Directors of the Business in accordance with t he Business' Articles of Association and the Public Limited Company Act (1992) without having any Independent Director or Audit Committee. Thus, future related party transactions may not require approval of the Audit Committee of the Business.

55. 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

56. Certificate of financial support of the Tender Offer for securities of Big C Supercenter Public Company Limited dated 26 June 2017 issued by BJC, a major shareholder who has significant influence over the policy-making, management, or operation of BJCT, and Saowanee Holdings Company Limited will be a sponsor providng the source of funds for this Tender Offer.

57. Memorandum of Understanding regarding the Tender Offer of all securities of Big C Supercenter Public Company Limited dated 26 June 2017 between BJCT and Saowanee Holdings Company Limited. Both parties agree that BJCT is the sole buyer of all securities of the Business in this Tender Offer.

59. 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 / Chairman of the Audit Committee
    4	Police General Aek Angsananont	Independent Director
    5	General Nivat Meenayotin	Independent Director / Audit Commitee
    6	Mr.Vachara Tuntariyanond	Independent Director / Audit Committee
    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 attend and abstain from voting the meeting due to potential conflict of interest.

    No.	Name	Position	Conflict of Interest
    1	Mr. Charoen Sirivadhanabhakdi	Chairman of the Board / Non- Executive Director	Currently being the director of BJC and BIGC
    2	Khunying Wanna Sirivadhanabhakdi	Vice Chairman of the Board / Non- Executive Director	Currently being the director of BJC and BIGC
    3	Mr. Sithichai Chaikriangkrai	Non-Executive Director	Currently being the director of BJC and BIGC
    4	Mr. Weerawong Chittmittrapap	Non-Executive Director	Currently being the director of

    No.	Name	Position	Conflict of Interest
    BJC and BIGC
    5	Mr. Chotiphat Bijananda	Non-Executive Director	Does not have a direct conflict ofinterest, but voluntarilly refused to attend the meeting
    6	Mrs. Thapanee Techajareonvikul	Non-Executive Director	Currently being the director of BJC and BIGC
    7	Ms. Sureerat Silpsakulsuk	Non-Executive Director	Was the executive of BJC (resigned on May 12, 2017) and currently being the director of BIGC
    8	Mr. Aswin Techajareonvikul	Executive Director / CEO & President	Currently being the director of BJC and BIGC

60. 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:

61. 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.

62. 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.

63. 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.

64. 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.

65. Loss of Balance of Power with Major Shareholders

66. 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

67. 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 -

68. Benefits or Impacts from the Plans and Policies Indicated in the Tender Offer and Viability of Such Plans and Policies
69. Status of the Business

    Af t er completing t he Tender Off er f or delisting BIGC's securi ties from the SET and the SET approves the

    delisting of BI GC's securit ies f rom t he SET, BI GC stat us as a list ed company on the SET will be terminated and results in the cessation of the duties of the Business specified for public limited companies which have securities listed on the SET according to the Securities and Exchange Act B.E. 2535 (as amended), including the duties of listed companies in accordance with the notifications, rules, and regulations of the SET. In this regard, BIGC will continue to operate and remain status as a public company that has its right to act under the Public Limited Companies Act B.E 2535 (as amended). 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 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.

    Additionally, since BIGC will remain status as a public company, BIGC still has the duties to disclose and deliver the information as specified under the Public Limited Companies Act B.E. 2535 (as amended). However, the duties to disclose information as a listed company according to the securities law, including the regulations of the Stock Exchange of Thailand Re: Rules, Conditions and Procedures Governing the Disclosure of Information and Other Acts of a Listed Company will be ceased. In addition, as there are shareholders of the BIGC who are not the Offeror or the persons acting in concert with the Offeror and the persons under Section 258 of such persons, hold the shares of

    BIGC of not more than 5.0% of the total voting rights of BIGC resulting in, (i) the Business no longer has the duties to prepare and submit the financial statements and financial reports to the SEC in accordance with the Notification of the Capital Market Supervisory Board No. TorChor. 44/2556 Re: Rules, Conditions and Procedures for Disclosure regarding Financial and Non-financial Information of Securities Issuers (ii) the Business including the directors and executives shall no longer be subject to the regulations regarding Governance of Publicly Traded Company under Chapter 3/1 of the Securities and Exchange Act B.E. 2535 since the Business will remain a status of a public limited company which does not have the duty to prepare and submit the financial statement and financial reports in accordance with Notification of the Capital Market Supervisory Board No. TorChor. 20/2558 Re: Characteristics of Companies Exempted from Chapter 3/1 of the Securities and Exchange Act B.E. 2535 and (iii) directors, executives and auditors of the Business and related parties will no longer have the duties to prepare and disclose report of securities holding in accordance with the Notification of the Office of the Securities and Exchange Commission No.SorJor 12/2552 Re: Preparation and Disclosure of Report on Securities Holding of Director, Executive and Auditor).

    Opinion of the Board of Directors of the Business

    The Board of Directors of the Business has an opinion that the transaction is reasonable and is in line with in 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.

70. 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.

71. Related Party Transaction

72. 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.
73. 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)
74. 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)

75. Appropriateness of the Tender Offer Price

76. 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.

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

78. 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]