15 November 2007 The President The Stock Exchange of Thailand Bangkok Dear Sir, Re: Report on the resolutions of the Board of Directors' Meeting No. 73 Regarding the amendment to the Information Disclosure on Connected Transaction for an Investment in Thai Beverage Can Company Limited Berli Jucker Public Company Limited would like to notify that in order to enable the Company having more sources of fund for the investment in Thai Beverage Can Company Limited, the Board of Directors' Meeting No. 73 held on 14 November 2007 has resolved to add the loan from the financial institutes to be additional source of fund for the Company for acquire the ordinary shares of Thai Beverage Can Company Limited. This is due to the Board of Directors has duly considered the condition of financial market and the cost of loans from financial institutes which is currently at the range of 3.80% to 4.50% for 3-month period short-term loans and 4.10% to 4.45% for 6-month period short-term loans. In addition, the Board of Directors has also considered the opinion of the Independent Financial Advisory which specified that loan from the financial institutes will not affect the financial condition of the Company because it has debt to equity ratio equal to 0.80 times of the second quarter of 2007. Accordingly, it indicated that the Company's equity is larger than debt, and the capability of the Company to repay interest expense was 7.52 times. As per the aforementioned resolutions of the Board of Directors' Meeting regarding the amendment to the Information Disclosure on Connected Transaction for an Investment in Thai Beverage Can Company Limited, the Company is required to make amendment to the Clause 7, Section 1 Page 2 of the documents concerning the Information Disclosure on Connected Transaction for an Investment in Thai Beverage Can Company Limited in term of "Source of funds" from "From debenture issuance and/or working capital" to be "From debenture issuance and/or working capital and/or loan from the financial institutes" in order to be in line with such resolutions. Details of the amendment is shown on the attachment attached hereto for your reference and will be further proposed to the Shareholders' Meeting for consideration. The Company has duly delivered the same to the Shareholders for reference. Further, as there was typo in Part 3 Page 34 Clause 2.2.3 second paragraph of English translation copy of the Information Disclosure on Connected Transaction for an Investment in Thai Beverage Can Company Limited, which make the content of translation copy be different from those specified in Thai version. The details are as follows: Thai Context In addition, BJC decides to use internally generated fund or debenture. Independent financial advisor is of the opinion that BJC has adequate cash flow conduct the transaction. Even in any circumstance which may cause BJC choose to use loans from financial institute, all choices of which the financial advisor is of the opinion that it will not effect the financial condition of BJC............". English Context In addition, BJC decides to use internally generated fund or debenture. Independent financial advisor is of the opinion that BJC has adequate cash flow conduct the transaction. Furthermore,debenture will not effect the financial condition of BJC.............". The Company has corrected the above mentioned error as per details specified in the attachment and delivered to the Shareholders for reference. Please be informed accordingly. Yours faithfully, Berli Jucker Public Company Limited Thirasakdi Nathikanchanalab Aswin Techajareonvikul Director Director Section 1 : Information disclosure on Connected Transaction Information disclosure on Connected Transaction 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. The aforementioned transaction is considered as the connected transaction of listed company as prescribed by the notification of the Board of Governors of the Stock Exchange of Thailand regarding the Disclosure of Information and Other Acts of Listed Companies concerning the Connected Transactions B.E. 2546. The details are as follows: 1. Transaction date Upon approval from Extraordinary General Meeting of Shareholders No. 1/2550, dated 26 November 2007 2. The parties involved Buyer Berli Jucker Public Company Limited Sellers Surasate Company Limited T.C.C. Industrial Park Company Limited CWS. Company Limited and Songvard Riverside Company Limited Relationship BJC and Surasate Company Limited, T.C.C. Industrial Park Company Limited, CWS. Company Limited, and Songvard Riverside Company Limited have the same major shareholder i.e., TCC Holding Company Limited 3. Type of transaction The aforementioned transaction is considered as the connected transaction of listed company. The total value of the transaction is 12.62% of net tangible assets of BJC as of 30 June 2007 (latest reviewed financial statements). As such, BJC is required to disclose the transaction and seek for approval from the shareholders of the Company. 4. The detail of assets purchased Acquire 50,000,000 ordinary shares of Thai Beverage Can Company Limited Name of Company Thai Beverage Can Company Limited ("TBC") Nature of Business Manufacturing and marketing aluminum cans and ends. The company is located at 99 Moo 9, SIL Industrial Land, Nongplakradi Rd, Nongkhae, Saraburi province Registered Capital Baht 1,000,000,000 : 100,000,000 ordinary shares at Baht 10 per share Paid-up Capital Baht 1,000,000,000 : 100,000,000 ordinary shares at Baht 10 per share No. of shares purchased 50,000,000 shares Purchase price Baht 21.48 per share % Shareholding before the transaction -0- % Shareholding after the transaction 50.00% Summary of TBC's Financial Performance during past 3 years Baht million 2004 2005 2006 Total Assets 2,376 2,348 2,312 Total Liabilities 943 1,232 1,014 Shareholders' Equity 1,433 1,116 1,298 Registered and Paid-up Capital 1,500 1,000 1,000 Revenue 1,774 2,194 2,458 Net Profit 147 183 242 EPS (THB/share) 0.98 1.23 2.42 ROA (%) N/A 7.76 10.39 ROE (%) N/A 14.39 20.04 Net profit margin (%) 8.27 8.36 9.84 5. The value of the transaction Baht 1,074,000,000 (One thousand seventy four million Baht) 6. Mode of payment Pay cash as a single transaction 7. Source of funds From debenture issuance and/or working capital and/or loan from financial institutions 8. Details of Connected persons (as of 18 October 2007) TCC Holding Company Limited is BJC's major shareholder, while it is also an indirect major shareholder of Surasate Company Limited, T.C.C. Industrial Park Company Limited, CWS. Company Limited and Songvard Riverside Company Limited 9. The following Directors of BJC are also the Directors of Connected persons and have no rights to vote in the meeting of Board of Directors: Name Title Mr. Charoen Sirivadhanabhakdi Chairman Khunying Wanna Sirivadhanabhakdi Vice Chairman Mr. Narong Srisa-an Vice Chairman Mr. Chaiyut Pilun-Owad Director Mr. Aswin Techajareonvikul Director Mr. Sithichai Chaikriangkrai Director Mr. Thapana Sirivadhanabhakdi Director Mrs. Atinant Bijananda Director Mr. Suvarn Valaisathien Director Mrs. Thapanee Techajareonvikul Director Mr. Panot Sirivadhanabhakdi Director 10. Opinions of the Board of Directors The Board of Directors concurred that the aforementioned connected transaction is reasonable and being the Company's best interest. The transaction will expand packaging business portfolio which is one of core business of BJC. This horizontal integration will increase packaging group's competitiveness, create synergies within the group as well as reduce dependency in glass and plastic products. In addition, the investment in Thai Beverage Can Company Limited, which has had a good financial performance, will strengthen BJC's financial performance. The Board of Directors approved the purchase price based on P/E Multiple Approach since it reflects the value of comparable companies in the same industry as Thai Beverage Can Company Limited. The price has also been agreed by both parties. Section 3 : Opinion of an Independent Financial Advisor, Page 34 2.2.2 Disadvantages BJC has to take risk from the fluctuation of aluminum price and foreign exchange The main raw material in can production is aluminum, the price of which depends on the market price in London Metal Exchange (LME). The characteristic of aluminum is a commodity product, where its price depends not only on the supply and demand of aluminum, but also other exogenous factors such as oil price and speculation. All these factors cause a volatility in the aluminum price in the world market Based on TBC cost structure as of the first of 2007,aluminum cost represents 80.39% of total cost of good sold of TBC, while 29% of sales revenue is in US dollar. This provides TBC a partial natural hedge. In the strengthening Thai Baht situation, TBC is better off as it usually has a net outflow in US dollar. On the contrary, if Thai Baht is weakening, BJC may be adversely affected by the volatility in aluminum price and foreign exchange rate to some extent. However, TBC's Board of Directors, those who are not connected persons with BJC are veterans in aluminum packaging business. They use the strategies to manage the risk by hedging the aluminum price through pricing contract with aluminum suppliers, and through forward contracts on foreign exchange rate with financial institutions. 2.2.3 Advantages and Disadvantages of entering or not entering the Transaction If BJC decides not to acquire TBC share, BJC will lose the opportunity to expand into aluminum packaging business. Moreover, there are only a few players of aluminum can manufacturers in Thailand, and all of them already have business alliances or shareholders, which are competitors of major shareholders of BJC. Therefore, BJC is necessary to do the transaction in order to maintain its competitiveness. In addition, BJC decides to use internally generated fund or debenture. Independent financial advisor is of the opinion that BJC has adequate cash flow to conduct the transaction.Furthermore, debenture issuance or borrowing from financial institution, another debt financing alternative which BJC may use, will not affect the financial condition of BJC because BJC had a debt to equity ratio equal to 0.80 times as of the second quarter of 2007. It indicated that BJC's equity is larger than debt, and the capability of BJC to repay interest expense was 7.52 times. 2.3 The Necessity of Entering into the Connected Transaction The major shareholders of TBC can be classified into 3 groups, which are: 1. The Chayavivatkuls, the owner and key man of TBC management team, owns 42% of TBC shares. 2. Ball South East Asia Holding Company Limited, aluminum can production technology owner, owns 6.67% of TBC shares. 3. Connected persons of BJC own 50% of TBC shares. BJC is necessary to undertake the transaction with the connected persons as the Chayavivatkuls, Ball South East Asia Holding Company Limited, and other shareholders do not wish to sell their TBC shares. Furthermore, by maintaining the Chayavivatkuls and Ball South East Asia Holding Company Limited as TBC shareholders will benefit BJC in that TBC will still be managed by experienced management team, and also supported by world-renowned technological expert in aluminum can production.