(Translation) 12 November 2009 The President The Stock Exchange of Thailand Bangkok Dear Sir, Re: Report on connected transaction (IT Improvement Project) The Board of Directors of Berli Jucker Public Company Limited held on Thursday 12 November 2009, passed the resolutions that the IT improvement Project, which is the connected transaction under the Notification of the Board of Governors of the Stock Exchange of Thailand (SET) Re:Disclosure of Information of Listed Company Concerning the connected transactions B.E. 2546 (2003), was approved with details as follows: Date of Transaction: From 12 November 2009 onwards Connected Parties: Service Receiver: Berli Jucker Public Company Limited (the "Company") Service Provider: T.C.C. Technology Company Limited (TCCT) Relationship Between Parties: Service Provider is a 51 % owned subsidiary of the Company and 49% of its total issued and paid-up shares held by TCC Holding Company Limited, which is strategic shareholder of the Company. Size and Value of Transaction Approximately Baht 158.98 Million which includes 2 type of services as follows: 1. SAP Project - SAP Implementation Service in the approximate amount of Baht 35.12 Million with the contract term of 13 months. - SAP Managed Hosting Service for 250 users in the approximate amount of Baht 70.56 Million with the contract term of 3 years. 2. IT Outsourcing Project - IT Manpower Procurement Service in the approximatr amount of Baht 40.00 Million with the contract term of 3 years. - IT Management and Technical Support Services in the approximate amount of Baht 13.00 Million with the contract term of 3 years. In relation to the transaction size calculation, the Company computes the value of transaction based on the value of the consideration given or received principal of which is equivalent to 0.71 percents of the Company's Net Tangible Assets (NTA) which the payment will be made in installment basis as specified in the Contracts. Description of Transaction: Contracts between the Company and TCCT are Service Contracts which are comprising of : 1. SAP Project: SAP is an IT Network System with centralizes data from upstream and provide integrated functions which are comprising of plan for purchasing order, sale proceedings, bill collection all inclusive. SAP set out a good internal control system for providing efficient accounting,financial and administrative information. TCCT, as a service provider will provide an integrated services for SAP System utilization (hardware, computer center, software and services). 2. IT Outsourcing Project: IT Outsourcing Services are enable IT administrative system from the Company service center be shared by all subsidiaries efficiently and thoroughly. TCCT will provide services pertaining to IT operation and application. The above mentioned transactions are considered as supporting ordinary and normal business transactions with general commercial terms of which the compensation derive cannot be justified by referring to any underlying values or assets price comparison. The size of the transaction is approximately 1.10 percent of the Company's NTA which is exceeding to 0.03 percents of the Company's NTA but not exceeding to 3 percents of the Company's NTA.Accordingly, it is deemed as a connected transaction of which its information required to be disclosed to the SET and needed the Approval by the Board of Directors pursuant to the Notification of the Board of Governors of the SET Re: Disclosure of Information of Listed Company Concerning the connected transactions B.E. 2546 (2003). Reasons and benefits for entering the transaction The Company considered that the project will minimize the Company's expenses as TCCT will be a center for gathering all demands from TCC Group of companies as a whole. Therefore TCCT will be in the position which has bargaining power to procure hardware, software, and services in the lower price. In addition, SAP implementation, will benefit the Company in term of business efficiency improvement, internal control system, provision of efficient accounting, financial and administrative information. Moreover, the Company will get technical support from TCCT 's expertise and minimize risks which may occur from obsolete technology and trade secret protection. Related persons and conflicts of interest Some directors of the Company, namely Mr. Charoen Sirivadhanabhakdi, Khunying Wanna Sirivadhanabhakdi, Mr. Thapana Sirivadhanabhakdi, Mrs. Thapanee Techajareonvikul, Mr. Panot Sirivadhanabhakdi and Mr. Aswin Techajareonvikul are related persons as some of them are major shareholder and/or related persons of major shareholder of TCC Holding Company Limited which is the controlling shareholder of the Company and also the strategic shareholder of TCCT. Opinion of the Board of Directors The Board of Directors has resolved that IT Improvement Project, by which the Company's Audit Committee passed the resolution that it is the connected transaction classified as supporting ordinary and normal business transaction with general commercial terms. This Project will also benefit the Company in term of minimizing expenses and technology and trade secret protection risk management as TCCT is a professional having expertise and international standard practice in these fields. The Board of Directors therefore had the resolutions to approve IT Improvement Project which is comprised of SAP Project and IT Outsourcing Project as proposed in all respects. In addition, the Board of Directors assigned the Company's Management Board to monitor and report on progress and the service fee payment to TCCT to the Board of Directors Meeting on quarterly basis. Directors who were considered as a connected person and/or having conflicts of interest did not present at the Meeting during this agenda and also did not vote on this agenda. Opinion of the Audit Committee which dissent from The Board of Directors' opinion -none- Please be informed accordingly. Yours faithfully, Berli Jucker Public Company Limited Thirasakdi Nathikanchanalab Aswin Techajareonvikul Director Director