12 November 2007

) Opinion of IFA regarding investment in TBC

Other non-current 367,470,989 389,056,962 398,936,361 410,453,000 liabilities Total non-current 2,355,865,940 2,352,349,836 1,887,186,702 1,561,203,000 liabilities Total liabilities 5,963,306,460 6,506,208,776 6,526,353,156 7,245,376,000 11 Consolidated Liabilities and Shareholder's equity 2004 2005 2006 2007 (Audited) (Audited) (Audited) (Reviewed) Shareholders' equity Share capital Authorized share 1,588,125,000 1,588,125,000 1,588,125,000 1,588,125,000 capital Issued and paid-up 1,588,125,000 1,588,125,000 1,588,125,000 1,588,125,000 share capital Reserves Share premium 3,751,379,641 3,751,379,641 3,751,379,641 3,751,380,000 Donated surplus 36,867,563 36,867,563 36,867,563 36,868,000 Hedging Reserve -3,011,527 -6,012,855 -14,249,999 -23,566,000 Reserves from - - - 32,173,000 divestment of subsidiaries Retained earnings Appropriated Legal reserves 247,811,996 247,811,996 247,811,996 247,812,000 Reserves for business 87,400,944 87,400,944 87,400,944 87,401,000 expansion Unappropriated 2,310,324,344 2,638,440,232 2,956,541,320 3,207,025,000 Company shares held by -40,454,983 -40,454,983 -40,454,983 - a subsidiary Minority interest 221,706,418 168,826,691 166,116,594 167,829,000 Total shareholders'8,200,149,396 8,472,384,229 8,779,538,076 9,095,047,000 equity Total liabilities and 14,163,455,856 14,978,593,005 15,305,891,232 16,340,423,000 shareholders' equity 12 Consolidated Income Statement 2004 2005 2006 2007 (Audited) (Audited) (Audited) (Reviewed) Revenues Revenue from sale of 14,740,558,424 14,932,643,526 15,172,622,070 7,952,192,000 goods and rendering of service Gain on sale of - - 189,492,350 - investments and sale of loan to related interest receivable Other income 213,686,040 200,709,984 165,913,895 83,149,000 Share of profits from 18,069,010 28,329,142 35,199,421 19,689,000 investments accounted for using the equity method Total revenues 14,972,313,474 15,161,682,652 15,563,227,736 8,055,030,000 Expenses Cost of sale of goods and 10,407,989,681 11,056,541,124 11,344,791,598 5,843,824,000 rendering of services Selling and administration 2,730,673,207 2,608,562,530 2,851,198,386 1,484,299,000 expenses Total expenses 13,138,662,888 13,665,103,654 14,195,989,984 7,328,123,000 Profit before interest and 1,833,650,586 1,496,578,998 1,367,237,752 726,907,000 income tax expenses Interest expense 64,332,681 100,456,398 153,956,096 74,916,000 Income tax expenses 568,109,886 431,090,764 343,052,504 160,787,000 Profit after tax 1,201,208,019 965,031,836 870,229,152 491,204,000 Profit of minority interest 14,076,458 9,005,922 2,686,164 -2,518,000 Net profit 1,187,131,561 956,025,914 867,542,988 488,686,000 Basic earning per share 7.56 6.09 5.53 6.15* *Annualized 13 Consolidated Cash flows Statement 2004 2005 2006 30 Jun 07 (Audited) (Audited) (Audited) (Reviewed) Cash flows from operating activities Net profit 1,187,131,561 956,025,914 867,542,988 488,686,000 Adjustments for Depreciation and amortization 534,795,709 690,155,220 744,202,673 395,852,000 Interest income - -9,584,464 -11,423,850 -4,145,000 Interest expense - 100,456,398 153,956,096 74,916,000 Dividend income from other -2,974,930 -3,824,910 - - companies Amortization of goodwill -699,294 -1,039,099 -1,082,936 -530,000 Bad debt allowance for doubtful 6,899,150 -14,467,216 9,365,544 2,469,000 accounts (reversal) Allowance for obsolete and 4,719,071 44,841,538 65,037,822 25,427,000 slow-moving inventories Provision of staffs retirement 30,255,130 46,592,739 33,962,564 26,667,000 benefits Gain on sale of investments and - - -189,492,350 - sale of loan to related parties and related interest receivable Gain on sale of equipment -15,385,623 -18,022,372 -4,145,898 -3,998,000 Loss on Write-off equipment 9,378,183 38,294,570 643,823 28,093,000 Loss on write-off intangi - 817,698 1 - asset Loss on write-off of investment - 300 - - in associate company Loss on write-off prepaid 47,050,775 - - - income tax Loss on impairment in value of 30,326,207 - - - property plant and equipment Share of profits from -18,069,010 -28,329,142 -35,199,421 -19,689,000 investments accounted for using the equity method Share of profits in subsidiaries of 14,076,458 9,005,922 2,686,164 2,518,000 minority interest Deferred income tax -18,640,797 - - - Income tax expense - 431,090,764 343,052,504 160,787,000 1,808,862,590 2,242,013,860 1,979,105,724 1,177,053,000 14 Consolidated Cash flows Statement 2004 2005 2006 30 Jun 07 (Audited) (Audited) (Audited) (Reviewed) Changes in operating assets and liabilities Trade accounts receivable -104,182,973 230,094,983 -377,383,025 119,141,000 Inventories -19,943,349 -285,663,373 -35,660,088 -502,637,000 Advanced to/from related parties -2,034,765 347,322 2,559,079 23,000 Other current assets -19,202,102 91,499,399 25,860,100 -55,408,000 Other non-current assets -4,052,744 -25,544,018 -22,833,584 10,953,000 Trade accounts payable -51,301,046 -64,583,707 101,861,134 312,280,000 Accrued expenses 1,885,964 -8,584,192 222,975,415 146,112,000 Other current liabilities -8,917,387 48,084,456 -69,792,948 98,276,000 Provision for staffs retirement -12,187,251 -16,658,452 -19,036,120 -13,516,000 benefits Other non-current liabilities -17,510,969 -4,004,439 -5,047,045 -1,634,000 Current tax payable -14,629,965 - - - Income tax paid - -558,584,180 -320,384,127 -165,225,000 Net cash provided by operating 1,556,786,003 1,648,417,659 1,482,224,515 1,125,418,000 activities 15 Consolidated Cash flows Statement 2004 2005 2006 30 Jun 07 (Audited) (Audited) (Audited) (Reviewed) Cash flow from investing activities Interest income - 9,409,741 11,314,141 3,196,000 Dividend received 13,374,929 32,624,910 17,599,999 9,600,000 Purchase of property, plant and -2,307,371,126 -1,779,160,791 -714,798,819 -763,251,000 equipment Sales of property, plant and 23,141,373 24,487,401 10,584,002 7,823,000 equipment Purchase of intangible assets -15,260,819 -18,793,462 -20,111,353 -2,893,000 (Increase) Decrease in loan to - - - -20,000,000 related persons or related companies Proceeds from short-term loans - 5,000,000 - - to related parties Proceeds from sale of investments and sale of loan to related party and - - 189,917,350 - related interest receivable Cash paid for purchases of - - -93,860 - subsidiary Cash paid for purchases of -5,090,000 - - - subsidiary -net of cash and cash equivalents acquired Net cash (used in) provided by -2,291,205,643 -1,726,432,201 -505,588,540 -765,525,000 investing activities 16 Consolidated Cash flows Statement 2004 2005 2006 30 Jun 07 (Audited) (Audited) (Audited) (Reviewed) Cash flows from financing activities Interest paid - -112,541,732 -158,968,301 -85,733,000 Dividend paid -643,631,942 -627,910,026 -549,441,900 -238,202,000 Dividends paid to minority interest -9,935,245 -9,912,330 -5,171,350 -671,000 Proceeds from long-term loans 90,000,000 5,000,000 2,197,928 - from related parties Repayments of short-term loans - - -1,500,000 - from related parties (Decrease) Increase in short-terms -369,425,420 979,841,605 -106,500,000 408,500,000 loans from financial institutions Proceeds from long-term loans 1,800,000,000 600,000,000 600,000,000 - from financial institutions Repayment of long-term loans -280,282,416 -759,979,505 -675,102,079 -362,543,000 from financial institutions Net proceed from issuance of - - - 72,628,000 capital stock Net cash (used in) provided by 586,724,977 74,498,012 -894,485,702 -206,021,000 financing activities Net cash increase (decrease) in -147,694,663 -3,516,530 82,150,273 153,872,000 cash and cash equivalents Cash and cash equivalents at 345,846,374 198,151,711 194,608,937 276,759,000 beginning of the year Less cash and cash equivalents of subsidiary which became an associate - -26,244 - - during the year Cash and cash equivalents at 198,151,711 194,608,937 276,759,210 430,631,000 the end of the year Cash and cash equivalents, as shown in the statements of cash flows, consisted of Cash and cash equivalents as 211,240,338 201,307,019 277,238,969 431,930,000 shown in the balance sheets Less bank overdrafts -13,088,627 -6,698,082 -479,759 -1,299,000 Cash and cash equivalents as 198,151,711 194,608,937 276,759,210 430,631,000 shown in the statements of cash flows 17 Financial Ratio of BJC Consolidated Financial Ratio 2004 2005 2006 2007 (Audited) (Audited) (Audited) (Reviewed) Liquidity Ratio Current ratio (x) 1.51 1.30 1.25 1.12 Quick ratio (x) 0.94 0.75 0.77 0.65 Accounts receivable turnover (x)* 5.08 5.28 5.24 5.27 Receivable Days (days) * 70.87 68.18 68.70 68.31 Inventory Turnover (x)* 5.10 5.10 5.00 4.70 Inventory Days (days) * 71.00 71.00 72.00 77.00 Accounts payable turnover (x)* 6.93 7.80 8.04 7.23 Payable Days (days) * 52.00 46.00 45.00 50.00 Cash Cycle (days) * 89.00 93.00 96.00 95.00 Profitability Ratio Gross profit margin (%) 29.39 25.96 25.23 26.51 Net profit margin (%) 7.93 6.31 5.57 6.07 Return of equity (%) * 14.70 11.62 10.28 11.18 Efficiency Ratio Return on asset (%) * 8.38 6.38 5.67 5.98 Return on fixed asset (%) * 21.81 19.66 18.36 19.79 Asset Turnover (x)* 111.96 104.05 102.78 101.81 Financial Policy Ratio Debt to equity ratio (x) 0.73 0.77 0.74 0.80 Interest coverage ratio (x) 19.45 10.52 6.64 7.52 Dividend yield (%) 53.13 57.47 54.29 0.00 *Annualized 18 Financial Status Asset At the end of the second quarter of 2007, total asset of BJC equaled to 16,340.42 million baht, increased from that of year-end 2006 by 1,034.53 million baht or 6.76%. The reason was because the current asset increased by 587.18 million baht or 10.11%, and non-current asset also increased by 447.35 million baht or 4.71% from that of previous year. Such increase in the current assets was due to an increase in cash and cash equivalents by 154.69 million baht, an increase in inventory by 477.21 million baht during the first half of 2007. As for non-current asset, BJC invested in property, plant and equipment in the first half of 2007 and resulted in an increase in property, plant and equipment by 458.08 million baht from that of 2006. Liabilities Even though non-current liabilities decreased by 325.98 million baht or 17.27%,current liabilities increased by 1,045.01 million baht or 22.53% from that of 2006. As the result, total liabilities as of the first half of 2007 equaled to 7,245.37 million baht, which was 719.02 million baht or 11.02% increase from that of last year. The reason behind the increase of current liabilities during the first half of 2007 was an increase in the bank overdraft and short-term loans from financial institutions by 409.32 million baht for working capital funding for the operation of its subsidiaries, namely, Berli Jucker Cellox Company Limited and Thai Glass Industries Public Company Limited. Moreover, trade accounts payable also increased by 312.28 million baht from 2006. As for non-current liabilities, long-term loans from financial institutions declined by 337.50 million baht after principal repayment on a quarterly basis.Shareholders' Equity Shareholder's equity as of the first half of 2007 was 9,095.04 million baht, which increased by 3.59%. Although BJC declared the dividend payment of 3 baht per share,totaling 476.43 million baht, and the adjustment of hedging reserve around 9.31 million baht, shareholders' equity still increased by the net profit from the first half of 2007 of around 488.68 million baht. 19 Operating Performance Revenues In 2006, BJC generated 15,172.62 million baht of sales revenue, which increased by 239.98 million baht or 1.6% from that of 2005. Such increase in sales revenue was due to growth in logistic warehouse business as Berli Jucker Logistics Company Limited gained new customer base in warehousing, custom clearing, and consumer products. Furthermore, in 2006, other income increased by 161.56 million baht due to gain from sales of investments in Pathumthani Water Company Limited and Pathumthani Water Operation Company Limited, manufacturers of water works, and transfer of rights in receivable contracts of Pathumthani Water Company Limited to an unrelated company in an amount of 189.49 million baht. Sales revenue as of the first half of 2007 was 7,952.19 million baht, which increased by 468.83 million baht or 6.26% from that of the same period of 2006. This resulted from an increase in sales revenue in Technical & Industrial group due to new product development and new marketing channel and an increase in sales revenue in Packaging group with an increase in sales revenue by 10.37% and 6.48% respectively. Other income,mostly in form of office rental and service revenue, for the first half of 2007 was 83.15 million baht, which was close to that of the first half of last year. COGS and SG&A Cost of goods sold and selling and administration expenses increased over the past three years. In 2006, the total expenses was 14,159.98 million baht, which increased by 3.88%. Such increase in cost of goods sold was caused by an increase in fuel and raw material cost. As a result, in 2006, cost of good sold was 11,344.79 million baht, which increased by 288.25 million baht from 2005. Furthermore, selling and administration expenses also increased as well. The amount of selling and administration expenses increased from 2,608.56 in 2005 to 2,851.19 in 2006, which increased by 242.63 million baht. Cost of goods sold and selling and administration expenses as of the first half of 2007 was 7,328.1 million baht, which increased by 278.8 million baht or 4.0% from that of the first half of 2006. Cost of goods sold during the first half of 2007 was 5,843.8 million baht, implying an increase by 258.9 million baht or 4.6% from that of the first half of 2006, which corresponded to an increase in sales revenue. However, a proportion of cost of goods sold to sales revenue in the first half of 2007 was 73.5% which decreased from 74.6% in the first half of 2006 due to a decrease in raw material cost and fuel charges as BJC used natural gas in place of fuel oil, and an improvement in the efficiency of the manufacturing process of Thai Glass Industries Public Company Limited. Selling and administration expenses in the first half of 2007 were 1,484.3 million baht, implying an increase by 28.7 million baht or 2% from that of the first half of 2006. Profitability Gross profit, net profit and return on equity declined over the past three years due to the effect of an increase in fuel and raw material price. Moreover, the competitiveness of packaging industry, which is the major source of revenue, is very intense. These factors caused the net profit of BJC to decrease dramatically during the past three years. 20 However, during first half of 2007 BJC had a net profit of 488.7 million baht, which increased by 24.4 million baht or 5.2% from that of the same period of previous year. Its earnings per share increased from 2.96 baht per share in the first half of 2006 to 3.09 baht per share in the first half of 2007. Cash Flows In 2006, BJC had a cash flow from operations of 1,482.22 million baht, which decreased by 166.19 million baht from that of 2005 as a result of a decrease in the net profit of 2006 by 88.48 million baht as a surge in fuel and raw material costs caused an increase in the production cost. As for cash flow from investment, BJC had a capital expenditure of 714.80 million baht, and cash proceeds from sales of investment in Pathumthani Water Company Limited and Pathumthani Water Operation Company Limited in an amount of 189.92 million baht. In 2006, cash flow from financing was 894.49 million baht which consisted of repayment in short-term and long-term loans by 106.50 million baht and 675.10 million baht, a dividend payment of 549.44 million baht, an interest payment of 158.97 million baht, and a long-term loan draw down by 600 million baht. In the first half of 2007, cash flow from operation was 1,125.42 million baht as net profit increased to 488.69 million baht. This was a result of a decrease in the fuel charges as BJC used natural gas in place of fuel oil and an improvement in the efficiency of the production process of Thai Glass Industries Public Company Limited. There was a net cash outflow from investment of 765.53 million baht which resulted mainly from a capital expenditure. BJC had a net cash outflow from financing of 206.02 million baht, which consisted of a dividend payment of 238.20 million baht, an interest payment of 85.73 million baht, and a short-term loan draw down of 408.50 million baht. 21 Thai Beverage Can Company Limited Thai Beverage Can Company Limited was founded on January 30th, 1996 by a joint venture between Ball Southeast Asia Holding Company Limited and Standard Can Company Limited, a company owned by The Chayavivatkul. Afterwards, The Chayavivatkul holds stake in TBC in place of Standard Can Company Limited whilst BallSoutheast Asia Holding Company Limited decreased its shareholding proportion in TBC and Wattanapat Trading Company Limited, a company under TCC Holding Company Limited, steps in as a major shareholder holding 50% stake in TBC in 2002. Thai Beverage Can is the two-piece aluminum can manufacturer with the technology from Ball Corporation of USA. TBC distributes its products in domestic and export markets. At present, TBC has 1,000 million baht paid-up capital for 100 million stocks with a par value of 10 baht per share. Currently, TBC manufactures and distributes aluminum cans to domestic (more)