17 May 2010

Report on execution of Share Purchase Agreement

17 May 2010 The President The Stock Exchange of Thailand Bangkok Dear Sir, Re: Report on execution of Share Purchase Agreement With reference to the Board of Directors of Berli Jucker Public Company Limited ("BJC") at Meeting No. 4/2010 held on 13 May 2010, BJC would like to inform you as follows: 1. The Board of Directors of BJC at Meeting No. 4/2010 held on 13 May 2010 passed the resolutions that the execution of Share Purchase Agreement ("SPA") with Fraser & Neave Holdings Bhd. ("F&N") is approved. The SPA will be executed after the date of the Board of Directors' Meeting and will be completed within August 2010 by the joint venture of BJC and ACI International Pty., Ltd. ("ACI"), wholly owned subsidiary of Owens Illinois, Inc. ("O-I"). 2. BJC and ACI will jointly enter into an agreement to purchase Malaya Glass Products Sdn Bhd ("MGP"), which has plants in Saraburi Province, Thailand; Sichuan Province, China; Johor Bahru, Malaysia; and Ho Chi Minh City, Vietnam from F&N. The four MGP plants produce containers for the beer, nonalcoholic beverage and food markets. 3. The purchase will be made from F&N, the sole shareholder of MGP, at the price of USD 221.7 million after consideration of debt and minority interests. BJC's portion of the net purchase price was USD 89.3 million or Baht 2,946.9 million (at the exchange rate of Baht 33 per USD 1). 4. Following the acquisition, the operations in Malaysia and Vietnam will be operated by a joint venture owned 50 percent by BJC and 50 percent by ACI. BJC's subsidiary will assume majority ownership of the Thai operation while the acquired interest in the Chinese plant will be managed by ACI. 5. The shareholding structures of BJC in MGP before and after this transaction are as follows: Company Before the transaction After the transaction Amount of % holding Amount of %holding shares shares BJC or a joint venture 0 0 27,500,000 50 owned 50 percent by BJC ordinary shares and 50 percent by ACI. ("MGP Shares") and 86,112 redeemable non-cumulative convertible preference shares ("MGP RNCCPS") Total 0 0 27,586,112 50 When considering by BJC's net tangible assets (NTA), of which the highest percentage is 15.98%,such transaction falls under the criteria, procedure and disclosure concerning the acquisition and disposition of the listed company's assets and related transactions and BJC is required to disclose information to the Stock Exchange of Thailand and disclose to shareholders by circulate letters within 21 days. The following is the detailed information of the transaction according to the Stock Exchange of Thailand's announcement: 1. Transaction date: After the date of the Board of Directors' Meeting and within August 2010 2. The parties involved: Name Relationship with the Company Buyer: Berli Jucker Public Company Limited Seller: Fraser & Neave Holdings Bhd. None 3. Transaction detail: BJC purchases equity interest in MGP comprising 27,500,000 ordinary shares of RM1.00 each ("MGP Shares") and 86,112 redeemable non- cumulative convertible preference shares of RM1.00 each ("MGP RNCCPS") (collectively the "MGP Sale Shares"), representing the 50% of the issued and paid-up share capital of MGP as at [14] May 2010 at the price of USD 3.24 or Baht 106.83 per MGP Shares and USD 3.24 or Baht 106.83 per MGP RNCCPS, total net amount of purchase is USD 89,300,000 or Baht 2,946,900,000 (at the exchange rate of Baht 33 per USD 1) 4. Detail of MGP. Type of business: Manufacturing and sale of glass containers and related products Nature of Business: Glass bottle manufacturing 5. Source of funds: From the Company's working capital or financial institution or commercial bank's loan. 6. Schedule of payment: On Completion 7. Payment method: Cash 8. Expected benefit: The investment will enhance the expansion of market and production base of glass container business into Malaysia and other regional markets 9. Transaction size: = % of Net Tangible Asset Value of MGP x100 Net Tangible Asset Value of BJC x100 = 50% x 3,421,000,000x100 10,707,000,000x100 = 15.98 % The afore-mentioned transaction size is higher than 15% which is categorized as a transaction involving the acquisition & disposal of assets subject to information disclosure under the Notification of the Stock Exchange of Thailand Re: Information Disclosure and Procedures for Listed Companies' transaction involving the Acquisition & Disposal of Assets B.E. 2547. However, the realization and completion of the transaction involving the acquisition & disposal of assets subject to information disclosure thereunder will be subject to changed based on various conditions as specified in the SPA. The Company will confirm the size of transaction and circular the notice to notify the shareholders according to the Notification of the Stock Exchange of Thailand Re: Information Disclosure and Procedures for Listed Companies transaction involving the Acquisition & Disposal of Assets B.E.2547 once the realization and completion of the transaction are occurred. Please be informed accordingly. Yours faithfully, Berli Jucker Public Company Limited Thirasakdi Nathikanchanalab Director