11 January 2002 To : Shareholders Berli Jucker Public Company Limited Subject : Opinion of Independent Financial Advisor on the Tender Offer According to the appointment by Berli Jucker Public Company Limited (BJC or the Company) of Asset Plus Securities Company Limited (Asset Plus), as an independent financial advisor to the shareholders for the purpose of providing an opinion on the tender offer of BJC shares tendered by Nakornchuen Company Limited (Offeror), Asset Plus would like to express our opinion as detailed below. This report will be based on the tender offer (Form 247-4) dated 26 December 2001 which was prepared by Bank Thai Public Company Limited, including the interview with and documents provided by BJC management which are considered as complete and accurate. 1. Transaction An offer tendered by the Offeror on 26 December 2001 is considered as a mandatory tender offer to purchase 26,210,043 ordinary shares representing 16.5% of total issued and paid-up ordinary shares of BJC. The offered price is Baht41.3077 per share which is equivalent to the net offered price of Baht41.1972 after deducting a brokerage fee of 0.25% of the offered price and a Value Added Tax of 7.00% of the brokerage fee for the sale of the securities. The Offeror determined the tender offer period to begin at 9.00 a.m. until 4.00 p.m. between 27 December 2001 and 1 February 2002 totaling 25 business days. This tender offer period will be final and will not be extended. The Offeror acquired 132,605,457 ordinary shares (or 83.5% of total issued shares) of BJC from First Pacific Company Limited, the former shareholder, on November 28, 2001. In order to comply with the regulatory conditions set forth in the Notification of the Securities and Exchange Commission (the "SEC") No. Kor Kor 4/2538 regarding principles and criteria for acquiring a business dated March 6, 1995, the company has to tender offer 26,210,043 shares or 16.5% of total issued shares of the Company. Terms and conditions of the tender offer are as follows: a. The Offeror may revoke the tender offer upon the occurrence of any events, or any acts, after the Securities Exchange Commission (SEC) receives the tender offer but within the tender offer period, causing serious damages to the assets or financial position of BJC provided that those events or acts are not attributable to the Offeror, or the occurrence of any events, or any acts attributable to BJC that materially effects the value of BJC. b. The Offeror will purchase all the tendered shares according to the procedure indicated in the tender offer. 2. Objective of the Tender Offer a. To comply with the regulatory conditions set forth in the Notification of the Securities and Exchange Commission (the "SEC") No. Kor Kor 4/2538 on the Rules Conditions and Procedures for Acquisition of Securities for Business Takeover b. In the Offeror's opinion, the Company's business is one of the high growth business and the price offered is appropriate and in line with the return from this investment. 3. Information of and Relationship with the Offeror The Offeror, a T.C.C. group company, owned by Mr. Charoen and Khunying Wanna Sirivadhanabhakdi, operates real estate lease and rental and investments in securities.The Offeror has had transactions with BJC through companies in the T.C.C. group such as Wattanapat Company Limited, TCC Business Company Limited, Beer Thai (1991) Company Limited, Maharajsadorn Company Limited, Sangsom Company Limited, Sura Bangyeekhan Company Limited, Cosmo Liquor Company Limited and Sukhothai Marketing Company Limited, which buy new glass bottles from Thai Glass Industries Public Company Limited, an affiliate of BJC. On November 28, 2001, the Offeror signed the Share Sale and Purchase Agreement to acquire 132,602,457 ordinary shares or 83.5% of the total issued shares of BJC from First Pacific Company Limited. As a result, the Offeror is the major shareholder of the Company, and Mr. Charoen and Khunying Wanna Sirivadhanabhakdi are Chairman and Vice Chairman of BJC respectively. 4. Opinion on the Sufficiency of Funds for Making a Tender Offer Siam City Bank Public Company Limited has issued a confirmation letter of a credit facility of Baht 1,083,000,000 for making a tender offer, which is sufficient for fulfilling this tender offer. 5. Opinion on the Offered Price The Offeror has obtained 132,602,457 ordinary shares or 83.5% of total issued shares of BJC for Baht 41.3077 per share within 90 days prior to the submission of the tender offer to the SEC. In consideration of the tender offer price at Baht 41.3077 as stated in tender offer book dated December 26, 2001, the offered price is in compliance with the Notification of the SEC, No. Kor Kor 4/1995 on the Rules, Conditions, and Procedures for the Acquisition of Securities for Business Takeovers, Section 5, Clause 28, stipulating that the offered price must not be lower than the highest price per unit of shares paid for any acquisition during the 90 days before the filing date of the tender offer form. Asset Plus has performed value assessment of BJC that has many business groups comprising of 1) Consumer Products, 2) Packaging Products, 3) Technical Products, 4) Imaging Products and 5) Others. The value assessment has been achieved using various approaches described below. 5.1. Discounted Cash Flow Approach or DCF DCF represents the intrinsic value of the firm because it is based upon the present value of expected future free cash flow, including terminal value. This approach is subject to a going concern basis and various other assumptions. Given these informational requirements, this approach may have its limitations if any future events should occur differently from forecasted assumptions. The projection period is 5 years projected between 2002 - 2006. The information used in projecting the future free cash flow of the Company comes from the following sources: 1. Internal budget of the Company; 2. Management interview; 3. Audited consolidated and company financial statements for year end 1998 - 2000 including the interim financial statements as of 30 September 2001; and, 4. Form 56-1 for year-end 2000. Key assumptions for forecasting free cash flow from 2002 to 2006 are as follows: * Sales growth of each business line - Consumer products: 8% during 2002 - 2004 and 5% thereafter - Packaging products: 5% - 8% during 2002 - 2004 and 3% thereafter - Technical products: 10% - 15% during 2002 - 2004 and 4% thereafter - Imaging products: 5% - 7% during 2002 - 2004 and 3% thereafter - Others: 5% - 10% during 2002 - 2003 and 3% thereafter * Gross margin - Estimated using historical figures and future prospects of each business unit in the respective industry * Selling, general and administrative expenses - Estimated using historical figures and future sales estimates * Account receivable, account payable and inventory - Stable along the projection period using the latest turnover ratios * Terminal growth rate - Assumed to be 1% However, the assumptions applied in the future free cash flow projection do not consider additional business opportunities which may occur from the change of major shareholders of the Company because the Offeror has no concrete business plans in this regard. More explanation of this issue is depicted in section 6: "Other Concern". * Weighted Average Cost of Capital (WACC) WACC used in the valuation of the Company is equal to 11%, which is derived from the weighted average cost of debt and equity of the Company. In addition, the sensitivity analysis using discount rates in the range of 10.5 to 11.5 was employed. The value assessment by the DCF method has come up with the value per share between Baht 38.64 and Baht 45.11 after netting of current debts outstanding and contingent liabilities. The offered price is in the range of the assessed value. 5.2. Book Value Approach This valuation approach does not incorporate the Company's future performance, including economic and industry factors, into consideration. It only reflects the book value of BJC at a certain point of time. Asset Plus has adjusted the Company's consolidated book value as at September 30, 2001 as detailed in the following table. Book Value Adjusted Book (Unit: Million Baht) Value Equity attributable to shareholders 6,568.68 6,568.68 Less Outstanding bank guarantees 0 (296.90) Less Capital Commitment 0 (169.10) Add profit from sales of investment in October 2001 120.0 Adjusted Book Value 0 6,222.68 Outstanding number of shares (million shares) 158.8125 158.8125 Book Value per share (Baht) 41.36 39.18 The book value and adjusted book value of the Company is Baht 41.36 and Baht 39.18 respectively as shown in the above table. The offered price is in the range between both values. 5.3. Comparable Company Approach This approach is assess value of the Company by comparing to value of other Stock Exchange of Thailand listed companies operating in the same or similar business, with similar size. Since, the Company's two main income streams are from packaging and consumer products, Asset Plus picked 4 companies, Strongpack Public Company Limited ("SP"), Minor Corporation Public Company Limited ("MINOR"), I.C.C. Public Company Limited ("ICC") and O.C.C. Public Company Limited ("OCC") as the comparable companies ("Comparable Companies"). The Price to Earning Ratio and Price to Book Ratio will be used to assess the Company's share value. 5.3.1. Price to Earning Ratio or P/E Valuation assessment by P/E ratio method was derived by multiplying expected earnings per share in 2001 (annualized 9 months earning per share (EPS)) by average historical P/Es of Comparable Companies for different period's of time prior to the filing of the tender offer. The details are shown below: Number of P/E (times) trading days BJC Comparable Average prior to the Companies submission of Time period tender offer 1 month November 25, 2001 - December 26, 2001 10.47 4.33-19.66 9.88 2 months October 25, 2001 - December 26, 2001 10.36 4.33-21.76 9.28 3 months September 25, 2001 - December 26, 2001 10.22 4.33-21.76 9.29 6 months June 25, 2001 - December 26, 2001 9.81 4.17-21.82 8.86 12 months December 25, 2001 - December 26, 2001 9.11 3.65-21.88 8.33 Average P/E (times) 8.33 - 9.88 Estimated EPS for year 2001 (Baht/share) 3.93 Assessed Value (Baht/share) 32.71-38.78 Considering the P/E of comparable companies from 8.33x to 9.88x, the assessed value of BJC is between Baht 32.71 and Baht 38.78 per share. The tender offer price is higher than the assessed value from Baht 2.52 to Baht 8.60 per share. However, this approach does not consider the cash flow of the Company and the forecasted EPS does not take into account the long- term approach of the Company. 5.3.2. Price to Book Value Ratio or P/BV The assessed price by this methodology is based on the Company's book value as at September 30, 2001 of Baht 41.36 per share and the average historical P/BVs of the Comparable Companies for different period of time prior to the filing of the tender offer, as described below. Number of trading days P/BV (times) prior to the submission of Time period BJC Comparable Average tender offer Companies 1 month November 25, 2001 - December 26, 2001 0.99 0.73-1.27 0.78 2 months October 25, 2001 - December 26, 2001 0.98 0.66-1.27 0.73 3 months September 25, 2001 - December 26, 2001 0.97 0.67-1.27 0.74 6 months June 25, 2001 - December 26, 2001 0.93 0.61-1.23 0.70 12 months December 25, 2001 - December 26, 2001 0.87 0.57-1.23 0.66 Average P/BV (times) 0.66 - 0.78 Estimated BV for year 2001 (Baht/share) 41.36 Assessed Value (Baht/share) 27.29 - 32.35 Considering the P/BV of comparable companies from 0.66x to 0.78x, the assessed value of BJC is between Baht 27.29 and Baht 32.35 per share. The tender offer price is higher than the assessed value by Baht 8.96 to Baht 14.02 per share. 5.4. Historical Market Price Approach The historical market price approach reflects the value which buyer and seller agree to buy and sell. This approach uses weighted average market price of the Company from different time period prior to the submission of tender offer. The details are shown in the table below: Number of trading Weighted days prior to the Time period average market submission of tender offer price (Baht) 1 month November 25, 2001 - December 26, 2001 41.10 2 months October 25, 2001 - December 26, 2001 40.67 3 months September 25, 2001 - December 26, 2001 40.13 6 months June 25, 2001 - December 26, 2001 38.53 12 months December 25, 2001 - December 26, 2001 35.79 The average 12 months historical price from 25 December 2000 until the day prior to the filing of tender offer on 26 December 2001 is Baht 35.79 per share which is below the tender offer price of Baht 41.31 for Baht 5.52 per share. 5.5. Conclusion of Opinion on the Offered Price Business assessment of the Company shares according to various approaches in comparison to the offered is summarized as follows: Valuation approaches Assess value Different of offered price and assesses value (offered price - assesses value) (Baht/share) (Baht/share) Discounted cash flow 38.64 - 45.11 2.66 - (3.8) Book value 41.36 (0.05) Adjusted book value 39.18 2.12 Price to earning 32.71 - 38.78 2.52 - 8.60 Price to book value 27.29 - 32.35 8.96 - 14.02 Historical Market Price 35.79 - 41.10 0.20 - 5.52 As shown above, the value of BJC shares assessed by various approaches is in the range of Baht 27.29 to Baht 45.11 per share. As a result, the offered price is in the assessed range. 6. Other Concerns Summarized of other concerns that might occurred from the transaction are as followed. 6.1. Voting Right of the Offeror The Offeror holds 132,602,457 shares or 83.5% of total paid up capital on the tender offer filing date which allow the Offeror to be the majority in any votes including the vote on important issues which requires 50% and 75% of the vote. 6.2. Impact on Future Business Plan As specified in the tender offer book, the Offeror has no plans to make significant changes within 12 months after the end of the tender offer period to the business operation policy, organization structure, disposition of the Company's core assets and financial structure, unless for improvement of core business's efficiency to suit the economic conditions in the future. However, the Offeror may consider changes to the above matters. Any changes to the main objectives of the Company's business operation will first be submitted for the resolution of the shareholders' meeting.The shareholders should consider the certain issues which may effect the organization, the revenue or expenses and operation in the future. In the long-term the Company might have synergies or value added from the related businesses of the Offeror or Offeror's directors that comprise of manufacturer of beverages, hotel business and properties business. 6.3. Listing status on the Stock Exchange of Thailand (the SET) If after the tender offer, the Offeror holds majority shares in the business, or there are fewer than 150 minority shareholders altogether and such shareholders shall hold shares in aggregate less than 10% of total paid-up shares, the Offeror may choose to delisted from the Stock Exchange of Thailand, the approval of which will be requested from the shareholders meeting of the Company. The minority cannot block the vote if they cannot combine their interest more than 10% of total paid-up shares or after the tender offer period, the Offeror hold shares accounted for more than 90% of total paid-up shares. 6.4. Liquidity of the Company's shares According to the following table, average trading volume and value per day are at 649,998 shares and Baht 20,265,426 respectively, except those during the last 30 trading days which had average trading volume per day of 1,357,669 shares and average trading value per day of Baht 54,525,584. In addition, trading volume per day per paid-up shares of the Company is less than 0.41% except the last 30 trading days of 0.85%. The trading volume and value described above implies that the Company has relatively low liquidity. Number of trading Average Average Average Trading days prior to the Period Trading Trading Value Valume per day submission of Volume per per day* per Paid up tender offer day* (Baht) Capital * (shares) (percent) 1 month November 25, 2001 - December 26, 2001 1,357,669 54,525,584 0.85 2 months October 25, 2001 - December 26, 2001 904,950 34,841,596 0.57 3 months September 25, 2001 - December 26, 2001 691,698 25,314,982 0.44 6 months June 25, 2001 - December 26, 2001 577,957 19,368,353 0.36 12 months December 25, 2001 - December 26, 2001 649,998 20,265,426 0.41 * Not include share transfer over the Stock Exchange of Thailand between the Offeror and First Pacific Co., Ltd. on December 14, 2001 After changing major shareholders and the end of this tender offer period, the share liquidity of the Company is likely to decrease. As a result, trading price may not fully reflect the true value of the Company. 6.5. Risk for shareholders in selling BJC shares Since the Offeror has to mandatory tender offer total shares outstanding, shareholders can sell the entire amount to the Offeror, thus shareholders are not at risk in selling BJC shares except circumstances as specified in the tender offer book part 1 number 7 and part 2 number 4.3. 6.6. Effect on Shareholders In case that the Offeror can vote to delist the Company from the SET, shareholders will not have the reference price and secondary market to trade the shares, so the shares may lack of liquidity. In addition, if the shareholders are ordinary persons, the capital gain from selling shares shall be included in the personal income tax whereas the revenue from selling shares in the SET are tax exempt. The shareholders will receive less information of the Company since the Company does not need to comply with SET rules & regulations regarding the disclosure of information. 7. Opinion on the acceptance and rejection of the Tender Offer By various valuation methodologies that each methodologies have their own constraints and appropriateness, Asset Plus assessed share value in the range between Baht 27.29 to Baht 45.11 per share in which the Offered price, Baht 41.3077, are in the range. Even though some methodologies provide outcome of share value higher than the Offered price, Asset Plus has the opinion that the shareholders should accept this Tender Offer after considering other factors such as Voting Right of the Offeror, Listing Status on the Stock Exchange of Thailand (the SET) Liquidity of the Company's shares and Effect on Shareholders. We hereby certify that we have rendered our opinion relevant to the tender offer with due care in accordance with the professional standard, taking into account the interest of the shareholders. However, the shareholders should carefully make decision either to accept or reject the tender offer by taking each shareholder's investment objective and constraints into consideration. Financial Advisor of Shareholders Asset Plus Securities Co., Ltd. ................................................... (Dr. Udomsak Chakreyavanich) Managing Director