(Translation Copy) No. Kor Sor 002/2550 2 November 2007 Subject Opinion of the Audit Committee in relation to the acquisition of ordinary shares of Thai Beverage Can Company Limited To Shareholders of Berli Jucker Public Company Limited Berli Jucker Public Company Limited ("BJC") at its Board of Directors'Meeting No. 72, on 18 October 2007, has resolved to propose to Shareholders for approval the BJC's investment in Thai Beverage Can Company Limited at the acquisition price based on P/E Multiple Approach totaling to of 50,000,000 (Fifty Million) shares at the price of Baht 21.48 (Baht Twenty One Point Forty Eight) per share. The aforementioned transaction is classified as a class-4 connected transaction regarding assets and services under the Stock Exchange of Thailand Notification Re: Disclosure of Information and Other Acts of Listed Companies concerning the Connected Transactions, B.E. 2546. This transaction must be approved by its shareholders' meeting with the vote of at least three-fourths of total number of votes of the shareholders or their proxy (if any) who attend the meeting and have the right to vote, excluding the connected shareholders who have conflict of interest. In this regard, the Company has appointed SICCO Advisory Company Limited (hereinafter referred to as "Independent Financial Advisor" or "IFA") as an Independent Financial Advisor to provide the opinion to the Audit Committee and shareholders in relation to the fairness and reasonableness of the transaction. The Independent Financial Advisor has duly provided an opinion to the Audit Committee. The Audit Committee has considered and agreed with such opinion to approve entering into such connected transaction for the following reasons: 1. The reasonableness and benefits of this connected transaction The aforementioned connected transaction is reasonable since it leads to the expansion of packaging business of BJC to aluminum packaging business. The investment in Thai Beverage Can Company Limited will benefit BJC since TBC has a good financial and operational performance. In addition, the Company can also expand its customer base through TBC existing customers, most of which are renowned and have strong financial status both in domestic and export market. 2. Fairness of the price and conditions of the connected transaction 2.1 The share price of Baht 21.48 per share to be paid to the connected persons ("sellers") is considered fair since such price is based on P/E Multiple Approach using the weighted average of price per earning ratio (P/E) of SET listed companies in the packaging sector. In addition, such acquisition price is lower than Baht 41.22 per share computed by the discounted cash flow method, which, in the Independent Financial Advisor opinion, most reflects the true value of TBC shares. 2.2 The conditions of the transaction is considered fair as all sellers will receive a one-time cash payment in full amount, which is a normal business practice. Yours Sincerely, (Mr. Staporn Kavitanon) Chairman of Audit Committee (Mr.Thien Mekanonchai) Audit Committee Member (Mr. Weerawong Chittmittrapap) Audit Committee Member