(Translation Copy) SACIB 038/2007 October 29st, 2007 Subject: Opinion of an Independent Financial Advisor on the Connected Transaction between the Company and Related Parties of Berli Jucker Public Company Limited regarding the investment in Thai Beverage Can Company Limited To: Audit Committee, and Shareholders of Berli Jucker Public Company Limited According to the resolutions of the Board of Directors' Meeting of Berli Jucker Public Company Limited ("The Company" or "BJC") No.72 on October 18th, 2007, the meeting approved the Company to acquire ordinary shares of Thai Beverage Can Company Limited ("TBC") from Songvard Riverside Company Limited, Charoen Wannasilp Company Limited, T.C.C. Industrial Park Company Limited, and Surasate Company Limited ("Sellers") for 50% of paid-up capital of Thai Beverage Can Company Limited at 21.48 baht per share, amounting to the transaction size of 1,074 million baht. Such transaction is considered a connected transaction between BJC, a listed company on the Stock Exchange of Thailand, and Sellers, of which the shareholders are the same group of people. Such 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, 2003. 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 proxies (if any) who attend the meeting and have the right to vote, excluding the connected shareholders who have conflict of interest. The Company, therefore, appointed SICCO Advisory Company Limited as an Independent Financial Advisor ("Independent Financial Advisor" or "IFA") to provide the opinion for Independent Directors, Audit Committee, and shareholders regarding fairness and reasonableness of this transaction. SICCO Advisory Company Limited as the Independent Financial Advisor provides an opinion on the connected transaction in the following matters: 1. Type and details of the Connected Transaction 2. Reasonableness and benefits of the Connected Transaction 3. Fairness of price and conditions of the Connected Transaction 4. Opinion of the Independent Financial Advisor to the Board of Extraordinary Shareholders' Meeting The Independent Financial Advisor's opinion expressed herein has been based on the assumptions that the information and documents obtained from TBC and BJC and from the interviews with their executives are true and complete, which are financial statement, market condition, economic condition, legal report from White & Case (Thailand) Limited, and asset appraisal report from Thai Property Appraisal Lynn Phillips Company Limited. Our analysis on the economic condition and the information was based on the current situation at the time of the case. Should there be any future significant changes that may have material adverse impacts on this opinion, 1 the Independent Financial Advisor may not be able to substantiate the impacts of such significant changes on the Company and its shareholders. Share acquisition of Thai Beverage Can Company Limited has details as follows: 1. Details of the Connected Transaction 1.1 Agreement Date and Related Parties 1.1.1 Agreement date The Board of Directors' of Berli Jucker Public Company Limited resolved to approve an investment in Thai Beverage Can Company Limited on October 18th, 2007. Such acquisition transaction will take place after an approval resolution from the Shareholders' Meeting on November 26th, 2007. 1.1.2 Related Parties Acquiror : Berli Jucker Public Company Limited Sellers : Songvard Riverside Company Limited Charoen Wannasilp Company Limited T.C.C. Industrial Park Company Limited Surasate Company Limited Relationship : Major shareholders of both the acquirer and the sellers are the same group of people 1.2 Details of the Connected Transaction 1.2.1 Transaction Class BJC agrees to buy the shares of TBC for 50,000,000 shares with a par value of 10 baht per shares, all paid-up. This transaction is categorized as the Connected Transaction - Class 4, Asset or Service Related Transaction, pursuant to the Stock Exchange of Thailand Notification, Re: Disclosure of Information and Act of Listed Companies Concerning Connected Transactions B.E. 2546 (2003). 1.2.2 Transaction Size The total size of the TBC share acquisition transaction is 50,000,000 shares at Baht 21.48 per share, amounting to 1,074 million baht, representing 12.62% of the total assets of BJC as of June 30th 2007. The size of the transaction is larger than 20 million baht, and more than 3% of net tangible assets of BJC. Therefore, BJC has a duty to disclose the information regarding the connected transaction, and the connected transaction must be approved by Shareholders' Meeting pursuant to the SET's notification. In addition, TBC share acquisition is also considered the acquisition of assets according to the Stock Exchange of Thailand Notification Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, 2004. The size of the transaction calculated based on net profit after tax (based on 50% of the net profit of TBC as of June 30th, 2007 compared to the consolidated net profit of BJC as of June 30th, 2007) amounted to 8.66% which is classified as class-2 transaction with the transaction size of less than 15% of the consolidated net 2 profit. Therefore, BJC is not required to disclose the information regarding TBC share acquisition to the Stock Exchange of Thailand. The Relationship among Connected Persons Shareholding Structure and Connected Persons TCC Holding 100% 100% 100% M.M.Capital Plantheon. TCC Land 100% 100% 100% 100% 100% Songvard Charoen Wannasilp T.C.C. Industrial Surasate Nakornchuen Riverside 26.00% 4.80% 11.50% 7.70% 48.37% 50% 34.80% TBC BJC Songvard Riverside Company Limited Founded on April 26th, 2007, Songvard Riverside Company Limited conducts an investment and lending business. The company is a 100% privately held subsidiary of MM Capital Company Limited which is 100% subsidiary of TCC Holding Company Limited. TCC Holding is also a major shareholder of BJC. Please see below for the company's Board of Directors' names. Charoen Wannasilp Company Limited Founded on August 20th, 2007, Charoen Wannasilp Company Limited conducts an investment and lending business. The company is a 100% privately held subsidiary of Plantheon Company Limited (formerly named TCC Agro-Industrial Company Limited) which is 100% subsidiary of TCC Holding Company Limited. Please see below for the company's Board of Directors' names. T.C.C. Industrial Park Company Limited Founded on April 27th, 2007, T.C.C. Industrial Park Company Limited conducts an investment and property business. The company is a 100% privately held subsidiary of TCC Land Company Limited, which is 100% subsidiary of TCC Holding Company Limited. 3 Surasate Company Limited Founded on April 27th, 2007, Surasate Company Limited conducts an investment and property business. The company is a 100% privately held subsidiary of TCC Land Company Limited, which is 100% subsidiary of TCC Holding Company Limited. Please see below for the company's Board of Directors' names. 4 List of Board of Directors Songvard Charoen T.C.C. Surasate T.C.C. Reiverside Wannasilp Industrial Co.,Ltd Holding Co., Ltd Co.,Ltd Co., Ltd Co., Ltd 1.Mr.Charoen Sirivadhanabhakdi / / 2.Khunying Wanna Sirivadhanabhakdi / / 3.Mrs.Atinant Bijananda / 4.Mrs.Wallapa Trisorat / / / 5.Mr.Sommapat Trisorat / / / 6.Mr.Thapana Sirivadhanabhakdi 7.Mr.Sumate Tanutantivong / / 8.Mr.Chaiyut Pilun-owad / / / 9.Mr.Tittapong Techa-umponkul / 10.Mr.Samut Hatthasing 11.Mr.Sawat Sopa 12.Mr.Aanata Dalodom / 13. Mr.Khachorn Theppatiphat / Berli Jucker M.M.Capital Plantheon TCC Land Public Co.,Ltd Co., Ltd Co.,Ltd Co.,Ltd 1.Mr.Charoen Sirivadhanabpakdi / / / / 2.Khunying Wanna Sirivadhanabhakdi / / / / 3.Mrs.Atinant Bijananda / / 4.Mrs.Wallapa Trisorat / / 5.Mr.Sommapat Trisorat / / 6.Mr.Thapana Sirivadhanabhakdi / / 7.Mr.Sumate Tanutantivong / / 8.Mr.Chaiyut Pilun-owad / / / 9.Mr.Tittapong Techa-umponkul / 10.Mr.Samut Hatthasing / 11.Mr.Sawat Sopa / 12.Mr.Aanata Dalodom / 13. Mr.Khachorn Theppatiphat / 5 Songvard Charoen T.C.C. Surasate T.C.C. Reiverside Wannasilp Industrial Co.,Ltd Holding Co., Ltd Co.,Ltd Co., Ltd Co., Ltd 14. Mr. Panote Sirivadhanabhakdi / 15. Mr.Achapong Aroonsakul 16. Mr.Sopon Racharaksa / 17. Mr.Thasanai Phiriyavityopas 18. Mr.Pricha Saekang 19. Mr.Suvarn Valaisathien 20. Mr.Cholakanta Boobphaves / / 21. Mrs.Thapanee Techajareonvikul / 22. Mr.prapansak Bhatayanond 23. Mr.Khachornsakdi Vanaratseath / / / 24. Mr.Chaiyapong Poosunthornsri / 25. Ms.Piyaporn Phanachet / / 26. Mr,Kosit Srisetthapunt / / / 27. Ms.Somthawin Patanavanich Berli Jucker M.M.Capital Plantheon TCC Land Public Co.,Ltd Co., Ltd Co.,Ltd Co.,Ltd 14. Mr. Panote Sirivadhanabhakdi / / / 15. Mr.Achapong Aroonsakul / 16. Mr.Sopon Racharaksa / 17. Mr.Thasanai Phiriyavityopas / 18. Mr.Pricha Saekang / 19. Mr.Suvarn Valaisathien / / 20. Mr.Cholakanta Boobphaves / 21. Mrs.Thapanee Techajareonvikul / / 22. Mr.prapansak Bhatayanond / 23. Mr.Khachornsakdi Vanaratseath / 24. Mr.Chaiyapong Poosunthornsri / 25. Ms.Piyaporn Phanachet / 26. Mr,Kosit Srisetthapunt / 27. Ms.Somthawin Patanavanich / 6 Songvard Charoen T.C.C. Surasate T.C.C. Reiverside Wannasilp Industrial Co.,Ltd Holding Co., Ltd Co.,Ltd Co., Ltd Co., Ltd 28. Mr.Chaktip Nitibhon / 29. Mr.Surapol Sangthongsuk / 30. Mr,Noppapadol Tangnantananond / 31. Mr.Wisanu Wangwisut / 32. Mr.Somnuk Sornchaitanasuk / 33. Mr.Kwanchai Chookiatkajondej / / 34. Mr.Vudthitana Rangsitananand / 35. Mr.Chia Kwok Ping / 36. Mr.Narong Srisa-an 37. Mr.Aswin Techajareonvikul 38. Mr.Sithichai Chaikriangkrai 39. Mr.Thirasakdi Nathikanchanalab 40. Mr.Staporn Kavitanon 41. Mr.Weerawong Chittmittrapap 42. Mr.Thien Mekanontchai Berli Jucker M.M.Capital Plantheon TCC Land Public Co.,Ltd Co., Ltd Co.,Ltd Co.,Ltd 28. Mr.Chaktip Nitibhon 29. Mr.Surapol Sangthongsuk 30. Mr,Noppapadol Tangnantananond 31. Mr.Wisanu Wangwisut 32. Mr.Somnuk Sornchaitanasuk 33. Mr.Kwanchai Chookiatkajondej 34. Mr.Vudthitana Rangsitananand 35. Mr.Chia Kwok Ping 36. Mr.Narong Srisa-an / 37. Mr.Aswin Techajareonvikul / 38. Mr.Sithichai Chaikriangkrai / 39. Mr.Thirasakdi Nathikanchanalab / 40. Mr.Staporn Kavitanon / 41. Mr.Weerawong Chittmittrapap / 42. Mr.Thien Mekanontchai / 7 1.3 General Information of Berli Jucker Public Company Limited and Thai Beverage Can Company Limited Berli Jucker Public Company Limited Founded in 1882 by Mr. Albert Jucker and Mr. Henry Zick, BJC listed its shares on the Stock Exchange of Thailand in 1985. At present, its major shareholders are Nakorncheun Company Limited and TCC Holding Company Limited. BJC and its subsidiaries operate in various business segments as follows: 1. Packaging 2. Consumer Products 3. Technical & Industrial 4. Logistics 5. Information Technology - The major shareholders as of August 23rd 2007, the latest closure date of shareholder's book are as follow: Shareholder Number of Shares % Shareholding (Shares) 1 TCC Holding Company Limited 76,823,875.00 48.37 2 Nakornchuen Company Limited 55,266,750.00 34.80 3 Social Security Office 3,432,100.00 2.16 4 Mahasuk Company Limited 2,962,500.00 1.87 5 Thai NDVR Company Limited 2,938,857.00 1.85 6 American International Assurance 2,170,425.00 1.37 Company, Limited-Tiger 7 Thailand Prosperity Fund 1,800,000.00 1.13 8 Goldman Sachs International 1,407,900.00 0.89 9 American International Assurance 1,229,400.00 0.77 Company, Limited-Apex 10 Phatra Securities Public Company 951,300.00 0.60 Limited 11 Other shareholders 9,829,393.00 6.19 Total 158,812,500.00 100.0 Note: TCC Holding Company Limited indirectly own 100% in Nakorncheun Company Limited whereby Mr. Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi hold 62.57% stake in TCC Holding Company Limited. 8 Direct and Indirect Subsidiary Type of Business Registered % of Capital Shareholding (Million Baht) Direct Subsidiary Companies Montana Company Limited Sales of cosmetics and 0.50 100.00 machinery Berli Jucker Foods Limited Manufactures, markets and 320.00 100.00 distributes of snack foods Rubia Investments Limited Investment vehicle 30.00 100.00 Berli Jucker Logistics Limited Custom clearing, 50.00 100.00 warehousing, transportation and distribution services BJC Marketing Company Sale of consumer products Limited 100.00 100.00 BJC Trading Company Limited Sales of medical,chemicals,200.00 100.00 imaging and stationery products BJC Engineering Company Sales of machinery and 10.00 100.00 Limited construction supplies Thai Fluorspar & Minerals Dormant 2.00 100.00 Company Limited** Rubia Industries Limited Manufacture of soap, 12.00 99.70 cosmetics and confectionery Thai Glass Industries Public Manufacture of glass 1,170.00 98.58 Company Limited containers Berli Jucker Specialties Limited Sales of chemical products 63.88 98.30 Berli Jucker Cellox Limited Manufactures, markets and 500.00 92.22 distributes of sanitary paper Indirect Subsidiary Companies Cosma Medical Company Sales of medicine 1.33 100.00 Limited Thai-Scandic Steel Company Manufacture of galvanized 586.00 99.82 Limited steel structures Marble & Stones Company Dormant 99.80 99.72 Limited** Thai Sancella Company Dormant 86.25 98.62 Limited** Vina Glass Industries Company Non-operation 559.72 98.58 Limited* * Non-operation ** Dormant 9 - Financial Statement & Financial Ratio Performance and Financial Status Berli Jucker Public Company Limited's financial status and performance is as follows Consolidated Asset 2004 2005 2006 30 Jun 07 (Audited) (Audited) (Audited) (Reviewed) Current Asset Cash and cash in 211,240,338 201,307,019 277,238,969 431,930,000 financial institutions Trade accounts 2,951,084,103 2,708,632,253 3,079,506,018 2,957,815,000 receivable Short-term loans and 148,267 16,051,867 15,762,192 35,419,000 other receivable to related parties Inventories 2,046,514,559 2,286,904,829 2,249,343,149 2,726,553,00 Other current assets 228,282,082 175,011,768 183,907,309 241,222,000 Total current asset 5,437,269,349 5,387,907,736 5,805,757,637 6,392,939,000 Non-current assets Investment accounted for 222,503,428 277,518,311 295,117,732 305,210,000 using the equity method Other long-term 13,151,094 13,151,094 12,726,194 12,726,000 investment Property, plant and 7,826,537,988 8,812,494,441 8,677,953,562 9,136,039,000 equipment Intangible assets 66,970,969 33,348,734 35,353,987 29,451,000 Deferred tax assets 410,276,760 382,693,336 362,864,552 387,587,000 Other non-current assets 186,746,268 71,479,353 116,117,568 76,471,000 Total non-current assets 8,726,186,507 9,590,685,269 9,500,133,595 9,947,484,000 Total assets 14,163,455,856 14,978,593,005 15,305,891,232 16,340,423,000 10 Consolidated Liabilities and Shareholder's equity 2004 2005 2006 30 Jun 07 (Audited) (Audited) (Audited) (Reviewed) Current Liabilities Bank overdrafts 13,088,627 6,698,082 479,759 2,258,000 Short-term loans from 100,000,000 1,065,000,000 958,500,000 1,366,041,000 financial institutions Trade accounts payable 1,475,822,699 1,359,638,505 1,461,499,639 1,773,779,000 Current portion of long- 759,979,507 625,102,078 1,025,042,532 1,000,000,000 term loans Short-term loans and 99,889,529 9,920,360 12,887,692 12,568,000 advances from related parties Accrued expenses 807,397,453 668,346,378 909,360,687 1,050,945 Other current liabilities 351,262,705 419,153,537 271,396,145 478,582,000 Total current liabilities 3,607,440,520 4,153,858,940 4,639,166,454 5,684,173,000 Non-current liabilities Long-term loans from 1,500,144,610 1,475,042,533 1,000,000,000 662,500,000 financial institutions Deferred Tax liabilities 488,250,341 488,250,341 488,250,341 488,250,000 (more)