Opinion of the Independent Financial Advisor - Investor Relations

(Translation)The Opinion of the Independent Financial Advisoron the Asset Acquisition ofThai Union Frozen Products Pcl.Prepared ByCIMB Securities (Thailand) Company Limited11 August 2010

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.MWBrands Positioning in the MarketThe detail of leading products under MWBrands portfolio could be explained as follows:• John West is a leader of the ambient seafood space in the UK, Ireland, andNetherlands. The brand has a major position in all of the three countries.• Its products are tuna, salmon and value added fish products There are over130 products in the John West range including Tuna and Salmon LightLunches, Tuna with Omega 3 and new No Drain, Less Mess Tuna.• Besides these 3 countries, John West also trades in 38 markets throughoutEurope, the Middle East, Northern Africa, North and South America.• The ambient seafood market value of the UK, Ireland, and the Netherlands areEUR 534 million, EUR 39 million and EUR 66 million, respectively• Petit Navire is a household brand in France established 75 years ago and isthe leading branded producer of ambient seafood and holds a leading marketshare in the French ambient seafood market• Its products range from tuna, mackerel, and sardine• The ambient market value of France is EUR 773 millionPage 5

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.• Mareblu is one of the leading brands in the Italian ambient tuna sector with oneof a leading market share• Mareblu is an historical brand in the Italian tuna market. Mareblu was foundedin the early 1970s• Its products are tuna, mackerel, and sardine• The ambient seafood market value of Italy is EUR 910 million• The brand H. Parmentier is one of the leading premier sardine brands inFrance with one of the leading market shares in the French premium ambientseafood market• Its main product is whole sardine products• The ambient seafood market value of France is EUR 773 millionNote: the figures of market value are for 2009Production FacilitiesAs a vertically integrated operator, MWBrands has its own fleet and production facilities located near majorfishing grounds. MWBrands is one of a few seafood players with primary processing capabilities in multiplesourcing territories using round fish technology to maximize quality and cost benefits and has itsdistribution channels through its leading brands in the European marketThe production facilities of MWBrands are located in 4 countries as summarized below:Location France Portugal Ghana SeychellesName Ets Paul Paulet ESIP (EuropeSeafoodInvestmentsPortugal, Lda)PFC (Pioneer FoodCannery Ltd)IOT (Indian OceanTuna Ltd.)Employees 200 500 1,200 2,300ProductsVarious seafoodproductsDaily performance 330,000 cans in 5sizesEnd marketsBrandsFrance, UK, Italy,Belgium,SwitzerlandJohn West, PetitNavire, Mareblu,Private Label & HDCanned sardines &mackerel155 tons processed350,000 cansproducedUK, France,Switzerland, Italy,Ireland, Netherland,RussiaJohn West, PetitNavire, H.Parmentier,Mareblu,Canned tuna &frozen tuna loins800,000 cans & 20loin tonsUK, France, Italy,Ireland, Netherland,Germany, WestAfricaJohn West, PetitNavire, Mareblu,Royal Pacific,StarkistCertifications IFS/ BRC IFIS BRC IFIS ISO 9001-2000, ISO14001, OHAS BRCIFISa.) Ets Pual Paulet, FranceCanned tuna350 tons produced1.5 million cansproducedUK, France, Italy,Ireland, Netherland,Russia, LibyaJohn West, PetitNavire, Mareblu,ISO 9001-2000, ISO14001, OHAS BRCIFISThe Breton port of Douarnenez owes its prosperity to sardines. For decades, thanks to its favourableclimate, the little town's immense bay has been an inexhaustible breeding ground for this species.Although not the first town to have canning factories, Douarnenez's first cannery was established in 1853and, by the beginning of the 20th century, the port possessed around forty. Douarnenez became known asthe "European capital of canned fish".Page 6

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.MWBrands’ factory was founded in 1963 by Yves and Jean Paulet (both sons of Paul-Edouard Paulet,creator of the French “Petit Navire” brand). It has since expanded its range of activities to manufacturesardine, tuna, salmon and mackerel products.b.) ESIP, PortugalThe ESIP plant in Peniche (Portugal) is MWBrands’ processing centre for all mackerel and sardinesbrands. It is mostly dedicated to servicing the European market. In line with company strategy, ESIP islocated on the Atlantic coast and utilizes mostly Portuguese sardines and Atlantic mackerel, bothconsidered to be in the highest quality segment for these species.The company’s operating and quality standards, together with an experienced management and labourforce, ensure the high quality of the fish that is canned and sold to our customers without compromisingthe competitiveness of ESIP.c.) PFC, GhanaThe Pioneer Food Cannery, Ltd, was established in 1972 and underwent a major expansion in 1993 underH.J. Heinz in order to produce tuna loins as well as canned tuna. The main reason PFC is located inGhana is the favourable tropical conditions of that part of the Atlantic Ocean (FAO declared fishing Zone34). This makes the Gulf of Guinea one of the best feeding and breeding grounds for tuna species.As the Ghanaians are known as ‘The Fishermen of West Africa’, it was the ideal place to set up a canneryof this magnitude, making use of the existing and sustainable natural resources. More so, the stablepolitical and economic situation has shown that the engagement of PFC in this industry has been aworthwhile endeavour.d.) IOT, SeychellesMWBrands’ presence in the Seychelles is motivated by a policy of vertical integration “from the ocean tothe plate” ensuring direct supply of our factory without transshipping of raw materials. These raw materialsare provided by a modern and well equipped fleet (under French, Spanish and Seychellois flags) which isregulated by the competent European authorities.The premium quality of the fish justifies a top of the range product positioning for all MWBrands’ brandsalong with a guarantee of respect for the environment through sustainable fishing in an ocean protectedand monitored by highly prestigious bodies (SFA, IOTC).FleetTTV Ltd., subsidiary of the group MWBrands, is a major stakeholder in tuna fishing in Ghana and was atthe beginning of 1997 operating 10 tuna fishing vessels. Since 2008, the company disposed of the nonprofitablevessels and now operates 5 industrial tuna fishing vessels, all purse seiners.The company TTV Ltd catches around 26,500mt of fish annually and supplies the MWBrands plant inGhana – Pioneer Food Cannery – with about 60% of its fish requirements.TTV Ltd is based in the fishing harbour of Tema. It has a small engineering workshop which providesprompt and efficient technical service to the fleet. It also has a warehouse next to the harbour for thesafekeeping of all vessel equipment and spare parts.The total crew consists of approximately 180 experienced officers and sailors, some of them haveexperience of more than 20 years. The sea going crew is supported by a local management team of 30people.The detail of the 5 fleets under TTV could be explained as follows:a. Drago Built in Italy, it is the biggest purse seiner operating under the flag of Ghana.80m long and with a fish capacity of 1,300 tons of round tuna, the Dragocatches about 7,000 tons per year.b. Cap des Palmes This vessel was purchased by the group in September 2008. She is 55mlong, with a fish capacity of 575 tons of fish, and was built in France. Theexpected annual catches are about 4,500 tonsc. Cap Lopez Sister ship of Cap des Palmes and acquired at the same time TTV Ltd.Same expected annual catch size.Page 7

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.d. Cap Saint-Paul Built in Dieppe (France), this vessel was purchased in July 2009 by thegroup. The expected annual catches are about 5,000 tons.e. Ile de Kerbihan This purse seiner has the expected annual catches of around 4,000 tons.5.2 Financial HighlightUnit: EUR millionFiscal Year Ending 31 MarchFY2008 FY2009 FY2010Revenue 490.9 443.6 448.2Earning before interest, tax, depreciation,and amortization (EBITDA) 60.1 67.6 82.8Earning before interest and tax 49.5 51.2 70.3Total assets 620.7 580.8 559.4Total liabilities 577.5 519.7 462.4Total shareholders’ equity 43.3 61.1 97.05.3 Group Structure of MWBrands as of 31 March 20105.4 Major ShareholderMWBrands has one major shareholder, which holds 100.00% of its total issued share capital as at 27 July2010, European Seafood 2 S.á.r.l., a company registered in Luxembourg and controlled by funds advisedby Trilantic Capital Partners.5.5 ManagementMWBrands’ key management and their experiences could be summarized as follows:Position Management Name Management ProfileChief ExecutiveOfficerChief OperatingOfficerMr. Adolfo ValsecchiMr. Jean-LucPardessusAged 68, Mr. Valsecchi has an engineering background.His professional life has been dedicated to the Seafoodindustry for more than 35 years. He ran the N° 2 CannedSeafood Business in Italy for more than 20 years and wasan active member of several working groups in the EUCommission in Brussels. In 1996 he joined H.J. Heinz andin 1999 became Managing Director of the Heinz SeafoodBusiness in Europe, today MWBrands.Aged 49, Mr. Pardessus joined MWBrands in September2008 as COO. He started his career as a marketer withUnilever and then held various Managing Directorpositions for 17 years in international groups (ReckittBenckiser, Bongrain, Campbell soup). He also served onPage 8

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.Position Management Name Management Profilethe Board of the French Food and Drinks association(ANIA) and chaired different European TradeOrganizations. Mr. Pardessus is a graduate from HECSchool of Management.Chief FinancialOfficerMrs. MurielRoquejeoffreAged 37, Mrs. Roquejeoffre joined MWBrands in May2006 as France Finance Director. She was appointedGroup Chief Financial Officer in September 2007. Mrs.Roquejeoffre started her career with KPMG and then heldvarious CFO positions in international groups (CloseBrothers, Morse). Mrs. Roquejeoffre is a graduate fromHEC School of Management and holds an MSc Degree inFinance from the London School of Economics.General Secretary Mr. David Sankowicz Aged 41, Mr. Sankowicz joined H.J. Heinz in May 2005and is now acting as Group Legal Affairs & InsuranceManager within MWBrands. Prior to joining Heinz, Mr.Sankowicz worked in industry in France (SIDEL) as wellas in a Direct Marketing company (Consodata) where hewas in charge of the IPO. He began his career in a fashioncompany (Naf Naf – Chevignon). He is a graduate fromQueen Mary and Westfield College, London University inEuropean comparative law, has a master in Arbitrationfrom Paris 2 University and his French bar certificate.Purchasing andFleet DirectorManufacturingDirectorFrance Businessand EuropeMarketing DirectorHuman ResourcesDirectorMr. Philippe Gourelde Saint PernMr. Alain OlivieriMr. Amaury DutreilMrs. Joanne CarlinAged 53, Philippe Gourel de Saint Pern joined Ets PaulPaulet 8 years ago as the Fish Procurement Director, incharge of supplying fish to our canneries. In 2002, inaddition to fish purchasing, he took the responsibility ofTTV Limited, the company in charge of managing our ownfleet in Ghana. He has been appointed Purchasing andFleet director since July 2009. Philippe is a specialist infish procurement and all customs related matters. Beforejoining Ets Paul Paulet, Philippe was the Supply ChainDirector of Pêche & Froid S.A. after being the plantmanager of the same company in Abidjan.Aged 54, Mr. Olivieri is the manufacturing director ofMWBrands (responsible for Quality and R&D) since July2009. Mr. Olivieri joined MWBrands in February 2007acting as technical director also interim General Managerat IOT (Indian Ocean Tuna), our plant in Victoria,Seychelles. During his 29 years of Food industryexperience prior to MWBrands he held severalManufacturing and R&D positions at UNIQ Plc, Mars Incand Générale Sucrière within several European countries.Mr. Olivieri is a Mechanical Engineer from the INSA ofLyon and has a MBA from the University of Aix enAged 37, Mr. Dutreil joined MWBrands in May 2009. Hebegan his career at Nestlé France where he held varioussales and marketing positions. He spent 9 years atCampbell France where his last position was Key accountDirector then France marketing Director. Mr. Dutreil is agraduate from HEC School of Management.Aged 35, Mrs Carlin joined John West Foods Ltd in April2006 with responsibility for UK, Holland and Ireland. Shebecame Human Resources Director for the Group in April2009. She began her career with CarnaudMetalbox,where she held various positions within the HR functionover a six-year period. She then moved onto HoneywellPage 9

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.Position Management Name Management ProfileUK Ltd based in Lancashire, UK, firstly supporting theproduction facility and then later leading the HR functionfor their European Engineers over two sites. Mrs Carlinholds Graduate Membership of the Chartered Institute ofPersonnel and Development.5.6 Registered and Paid-up Share CapitalAs of 31 March 2010, MWBrands has a registered and paid-up share capital of EUR 31,367,000 with a parvalue of EUR 1.00 per share. MWBrands has granted 417,517 stock options which will enable thebeneficiaries to subscribe to a maximum of 417,517 ordinary shares upon completion of the Transaction.5.7 Industry OverviewGlobal ambient seafood market is worth approximately EUR 17,000 million as measured at the level ofretail sales. Western Europe is respected for being the largest geographic market with around EUR 5,700million in value or 34% share of the global market, followed by North America and Asia in respective order.Tuna is by far not only the largest segment but also the driving force to future growth for overall ambientseafood market.Western European Market Share by CountrySource: Nielsen/IRI for Italy, France and UK and Euromonitor 2009 for all other marketsThe total Western European ambient seafood market has experienced continuous expansion with a CAGRof around 3.4% during 2004-2009. Spain is the single largest market worth approximately EUR 1,595million in value of retail sales or 28% of the total Western European ambient seafood market in 2009. Therunners-up are Italy, France, the UK and Germany in respective order. Key driving forces rest with not onlythe size of population and economic grounds but also the critical mass of consumers making gradual shifttowards health-conscious behavior and having a growing preference for tuna as a result of inherentbenefits such as Omega 3 and relatively high level of protein content. Entry barrier is substantialparticularly to the viewpoint of Non-EU operators because the effective rate of tariffs imposed on tunaimported to the European countries is 24% unless the applicable source of origin is one of the 79 African,Caribbean and Pacific (ACP) countries deemed as part of the Cotonou Partnership Agreement.Though the global economic climate has showed sign of recovery, still the outlook respective to overallEuropean zone is doubted by and large due mainly to the public debt problem in PIGS countries i.e.Greece, Italy, Portugal, Spain and Ireland. Such prevailing threat is not considered a critical hindrance tothe Western European ambient seafood market. Overall consumption per capita is expected to stabilizedue to the nature of defensive industry which is generally less sensitive to change in economic conditions.Furthermore, the problem is mainly concentrated in the PIIGS countries but not for the European zone.Real GDP Growth for selectednational economies (%)2009 2010 2011EU (27 countries) -4.2 1.0 1.7France -2.6 1.3 1.5The UK -4.9 1.2 2.1Page 10

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.Germany -4.9 1.2 1.6Portugal -2.6 0.5 0.7Italy -5.0 0.8 1.4Ireland -7.1 -0.9 3.0Greece -2.0 -3.0 -0.5Spain -3.6 -0.4 0.8Source: The statistical office of the European UnionFrom the standpoint of MWBrands, its future business plan and anticipated financial performance shouldbe less likely to be adversely affected due to the fact that the majority of revenue from commercial sales ofseafood products is generated from the UK and France, which are not involved directly with the prevailingdebt crisis. Also, based on the statistical office of the European Union, the UK and France are expected torecover from economic crisis in 2009, posting an accelerating rate of real GDP growth during 2010-2011.6. Value of Acquired Shares and Value of Consideration6.1 Value of Acquired SharesThe Company will acquire MWBrands for a total enterprise value of EUR 680 million, which is separatedinto two payments 1) for 100% of the shares of MWBrands to the Seller 2) for repayment of MWBrandsfinancial debts and shareholders’ debts.6.2 Value of Consideration and Payment DetailThe Company has agreed to pay for 100% of the share capital of MWBrands as at July 27 2010 from thesources of funds derived from financial institutions in Thailand and overseas for the total enterprise valueof up to EUR 680 million (equivalent to THB 28,495.74 million at the exchange rate of THB 41.9055 perEUR).The payment shall be made to the Seller and its creditors on the closing date.7. The basis used to determine the value of considerationThe enterprise value of EUR 680 million is the amount that has been agreed upon by the Seller and theCompany. Such consideration amount is derived from the acquisition price under the bidding processarranged by the Seller of MWBrands.8. Sources of fundsThe Company plans to finance the transaction from 3 sources i.e. long-term loan, convertible debentureissuance and right offering and/or private placement, totaling EUR 698 million (equivalent to THB29,248million at the exchange rate of THB 41.9055 per EUR). The long-term loan is expected to be the mainsource of financing of the transaction. However, once the Company has successfully issued theconvertible debenture and raised fund from the right offering and/or private placement, the Company willuse such fund raising to repay the long-term loan. The detail of the each financing alternatives could beillustrated as follows:8.1 Long-term financing(a) Long-term loan from domestic financial institutionThe Company will engage in unsecured long-term loan contract with 3 leading domestic financialinstitutions for the total of up to THB 15,000 million (equivalent to EUR 358 million at the exchange rate ofTHB 41.9055 per EUR). Such loans will have maturities of 6 and 8 years;(b) Long-term loan from foreign financial institutionThe Company’s subsidiary will engage in long-term loan contract with 4 leading foreign financialinstitutions in the amount of EUR 340 million (equivalent to THB 14,248 million at the exchange rate THB41.9055 per EUR). Such loans will have maturities of 6 and 7 years, and collateral in the form of shares ofMWB and its subsidiaries.Page 11

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.8.2 Convertible DebentureThe Company will issue convertible debenture to an investor worth EUR 60 million (equivalent to THB2,514 million at the exchange rate of THB 41.9055 per EUR) on a private placement basis. The debenturewill have a tenor of 4 years from the issue date and an annual coupon of 5% p.a. and an overall yield of8% p.a. unless converted into common shares. The debenture can be converted into common shares atany time after the first year at a conversion price of THB 46 per share. Such conversion ratio andconversion price are part of its terms and conditions that the Company agreed with Standard CharteredPrivate Equity Limited.8.3 Rights offering and Private PlacementThe Company will issue 60-65 million new shares to its existing shareholders and institutional investorsthrough rights offering and a private placement to reduce the amount of long term loans from domesticfinancial institutions.For the avoidance of any doubt, as and when the allotment and subscription of convertible debenture to aprivate placement investor is completed which is also conditional to relevant agendas in the shareholders’meeting, the amount of long-term loan from domestic financial institution will be reduced correspondingly.As a result, the total amount of fund raised from rights offering, the private placement and the convertibledebenture will be used to reduce the amount of long term loans from domestic financial institutions.9. Detail of Thai Union Frozen Plc.9.1 Nature of business operationsThe Company and its subsidiaries engage in manufacturing and distribution of frozen and canned seafoodfor export and marketable in Thailand and abroad. Its product includes ready to eat meal and snack suchas canned seafood, frozen seafood, and other variety of ready-to-eat meal and snacks which emphasizeon raw material from seafood. Moreover, the Company also engaged in packaging and printing business,domestic marketing, pet food manufacturing, fishing vessel, shrimp farming and nursing and also jointventures in processed fish meat and shrimp food. The Company’s major product is canned frozen tunaloin, which accounted for 41% of sales revenue in 2009. In addition, the Company has concentration inexport distribution, which represented 91% of the total sales revenue in 2009.The Company and its subsidiaries business operation are as follows:Type of businessProduction and Export offrozen and canned foodproductsProduction anddistribution of packagingproductsProduction anddistribution of animal feedand agricultural productsFood business indomestic marketOversea investmentFishing vesselsDescriptionFrozen tuna loin, canned tuna, canned sardine and mackerel, frozenshrimp, frozen squid, frozen salmon, and other frozen seafood such ascrab meat shrimp and baby calmSteel and aluminum food packaging products, printing services includingproduct labelsDog and cat food, shrimp and fish feed, distribution of aquatic animalfarming products, shrimp farming and nursingManufacturing of snack under the brand “Fisho” “Dori” and “Pla-Thai”,flavored tuna, tuna sandwich spread and salmon sandwich spread underthe brand “Sealect”Investment in manufacturer and distributor of processed and cannedseafood company and importer and distributor of frozen seafood companyDeep sea fishing business such as tuna fishingPage 12

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.Group StructureThai Union Frozen Products Public Company LimitedGroup 1Production and and Export of of frozenand and canned food productsGroup 2Production and and distribution of ofpackaging productsGroup 3Production and and distribution of ofanimal feed and and agriculturalproductsGroup 4Food business in in domestic marketGroup 5Oversea investmentGroup 6Fishing vessels90.08%90.50%*51.00%90.00%100.00%100.00%**Thai Union Manufacturing Co., Ltd.Asian-Pacific Can Co., Ltd.Thai Union Feedmill Co., Ltd.T-Holding Co., Ltd.Thai Union International, Inc.Phuket Fishing Co., Ltd.90.44%74.00%95.00%100.00%100.00%**Songkla Canning Co., Ltd.Thai Union Graphic Co., Ltd.Thai Quality Shrimp Co., Ltd.Tri-Union Seafoods, LLC.(Chicken of the Sea International)Samui Fishing Co., Ltd.51.00%Thai Union Seafood Co., Ltd.99.99%Thai Union Hatchery Co., Ltd.100.00%Empress International, Ltd.100.00%**Phang-nga Fishing Co., Ltd.51.00%*70.00%Tri-Union Frozen Foods, LLC.(Chicken of the Sea Frozen Foods)Yueh Chyang Canned Food Co., Ltd.100.00%**Songkla Fishing Co., Ltd.100.00%**Siam Fishing Co., Ltd.76.50%PT Juifa International Foods Co., Ltd.25.00% 20.00% 33.33%** 48.97%** 14.99% 50.00%Lucky Unoin Foods Co., Ltd.Biz Dimension Co., Ltd.Moresby International HoldingsTN Fine Chemical Co., Ltd.Avanti Feeds Ltd.Avanti Thai Aqua Feeds Private Ltd.* Investment by Songkla Canning Co., Ltd.** Investment by Thai Union Manufacturing Co., Ltd.Page 13

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.9.2 Financial summary and business operation9.2.1 Summary of financial statementsSummary of the Company’s consolidated financial statements for year ended December 31, 2007to December 31, 2009 and 6 months period ended 30 July 2010 are as follows:Unit: THB millionYear ended 31 December(unless stated otherwise) 2007 2008 2009Financial status6 monthsperiod ended30 June 2010Total assets 33,575.86 39,781.25 35,869.94 37,213.79Total liabilities 19,006.15 23,550.52 17,459.18 17,842.39Shareholders’ equity 14,569.71 16,230.73 16,331.12 19,371.40Registered and Paid-up capital 878.80 883.17 883.17 883.17Operating performanceRevenue from sales 55,507.13 69,048.12 68,994.49 33,421.28Total revenue 56,072.13 69,518.96 69,697.27 34,023.98Gross profit 7,575.73 8,757.32 10,446.99 4,907.89Net profit 1,823.30 2,200.47 3,343.85 1,704.34Basic earning per share (Baht pershare)Cash flow2.07 2.51 3.79 1.93Cash flow from operation (1,651.56) 1,370.75 8,577.730 2,042.67Cash flow from investment (2,454.49) (1,820,98) (2,036.50) (1,216.61)Cash flow from financing 4,119.98 1,506.12 (7,461.10) (1,226.43)Financial ratiosCurrent ratio (times) 1.72 1.78 2.01 1.58Gross profit margin (%) 13.65 12.68 15.14 14.68Net profit margin (%) 3.28 3.19 4.85 5.10Interest Bearing Debt to Equity ratio(times)9.2.2 Business operationRevenue1.08 1.23 0.75 0.71Total sales for year ended 2007 to 2009 was THB 55,507.13 million, THB 69,048.12 million, and THB68,994.49 million, respectively. Sales in 2008 increased by THB 13,540.99 million from 2007 orequivalent to an increase of 24.40% driven by an increase in overall sales especially in sardine andmackerel that grew 100% and tuna product, which is the Company’s main products, that surged 48%.Sales in 2009 shrank THB 53.63 million from 2008 or equivalent to a decrease of 0.08% due to nogrowth in tuna sales, which is the Company’s fundamental product.For first six months of 2010, total sales equal THB 33,421.28 million, which decreased from the firstsix months of 2009 by THB 1,440.14 million or equivalent to a decrease of 4.13%, due to theappreciation of Baht.Gross profitGross profit for year ended 2007 to 2009 was THB 7,575.73 million, THB 8,757.32 million, and THB10,446.99 million, respectively. Gross profit in 2008 increased by THB 1,181.59 million from 2007 orequivalent to an increase of 15.60% but gross profit margin decline from 13.65% in 2007 to 12.68% in2008 due to the appreciation of Baht and higher price in tuna, packaging, and oil that reduced thegross profit margin. Gross profit in 2009 rose THB 1,686.54 million from 2008 or equivalent to anincrease of 19.29% driven by increase in gain from exchange rate and lower cost of sales. Gross profitPage 14

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.margin rose to 15.14% induced by successful cost management and a higher proportion of valueaddedproducts.For first six months of 2010, gross profit equal THB 4,907.89 million or equivalent to a gross profitmargin of 14.68%. Gross profit decreased from the first six months of 2009 by THB 6.71 million orequivalent to a decline of 0.14%, which is in the same level as last year. This was driven by plantrelocation that reduced cost of sales.Net profitNet profit for year ended 2007 to 2009 was THB 1,823.30 million, THB 2,200.47 million, and THB3,343.85 million, respectively. Net profit in 2008 increased by THB 377.17 million from 2007 orequivalent to an increase of 20.69% driven by higher sales, but net profit margin fell from 3.28% in2007 to 3.19% in 2008 due to a higher cost of raw material. Net profit in 2009 rose THB 1,143.38million from 2008 or equivalent to a growth of 51.96% and net profit margin in 2009 increased to4.85%, which was driven by successful cost management and stronger operating performances at alllocal subsidiaries.For first six months of 2010, net profit equal THB 1,704.34 million and net profit margin at 5.94%,which increased from the first six months of 2009 by THB 96.81 million or equivalent to 6.02% andwhich was induced by lower cost of sale and operation.Total assetsTotal assets for year ended 2007 to 2009 was THB 33,575.86 million, THB 39,781.25 million, and THB35,869.94 million, respectively. Total assets in 2008 increased by THB 6,205.39 million or equivalentto an increase of 18.48%, which was driven by higher tuna raw material prices and increased stocklevel to support higher sales volume. Total assets in 2009 decreased THB 3,911.31 million orequivalent to 9.83% due to lower tuna raw material and finished good prices and the result of activeinventory management throughout the year.As of 30 June 2010, total assets equal THB 37,213.79 million increased THB 1,343.85 million fromend of 2009 or equivalent to an increase of 3.75%, which was driven by higher inventory and increasein property, plant, and equipment.Total liabilitiesTotal liabilities for year ended 2007 to 2009 was THB 19,006.15 million, THB 23,550.62 million, andTHB 17,459.18 million, respectively. Total liabilities in 2008 increased by THB 4,544.47 million from2007 or equivalent to 23.91%, which was mainly due to higher bank overdrafts and short-term loansfrom financial institution and account payables. Total liabilities in 2009 decreased THB 6,091.44million from 2008 or equivalent to a decrease of 25.87% resulted from lower bank overdrafts andshort-term loans from financial institution and decline in trade payables.As of 30 June 2010, total liabilities equal THB 17,842.39 million increased THB 383.21 million fromend of 2009 or equivalent to a growth of 2.20%, which was driven by higher trade payables.Total shareholders’ equityTotal shareholders’ equity for year ended 2007 to 2009 was THB 14,569.71 million, THB 16,230.73million, and THB 16,331.12 million, respectively. Total shareholders’ equity in 2008 increased by THB1,661.02 million from 2007 or equivalent to 11.40%, which was due to higher operating profit. Totalshareholders’ equity in 2009 rose THB 100.39 million from 2008 or equivalent to an increase of 0.62%which was driven by higher operating profit.As of 30 June 2010, total shareholders’ equity equal THB 19,371.40 million grew THB 3,040.28 millionfrom end of 2009 or equivalent to an increase of 18.62%, which was resulted from higher operatingprofit.Page 15

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.9.2.3 Risk factorsRisk factors that may affect the Company’s existing business operations are as follows:Trade barriersRaw material price andprocurementThai seafood operators continued to focus on addressing the issue oftrade barriers that include both tariff and non-tariff measures, the latter ofwhich have become more prevalent and more stringent. As key tradepartners, such as the United States and the European Union,incorporated social issues into their international trade standards.The cost of raw materials accounts for about 70 to 80 percent of theoverall production cost. Raw material procurement is therefore a majordriver of the Company’s costs and profits. Prices of most of theCompany’s raw materials fluctuate in accordance with world marketsituations, such as tuna and oil price which affected several cost items,such prices of fish raw materials, packaging materials, seasoning andother ingredientsOperational system Currently the Company has extended its investment resulted in 26subsidiaries and associated companies with each being active indifferent business areas. Such diverse collection of business operations,while beneficial for the mitigation of risks arising from businessfluctuations in any given industry, poses a risk associated with ensuringthat all entities operate under harmonized policies aim at generatingsatisfactory returns on investments.Financial risks9.3 List of managementList of directors as of 2 August 2553Name1. Mr. Kraisorn Chansiri Chairman2. Mr. Chan Hon Kit Vice ChairmanForeign exchange rates have been relatively volatile and consequentlyimpacted the Company business, given the fact that over 90% of theproducts are shipped to overseas markets and a majority of the revenuesare recognized in foreign currencies, mostly in U.S. dollar. Therefore,revenues and profit margins are subject to the risk of foreign exchangevolatility. In addition, the Company will have to take into account thechange in economies of other countries that would affect investmentfunds, which the Company will have to implement a financial policy toaddress risks associated with shifting interest rates.3. Mr. Thiraphong Chansiri President and Director4. Mr. Cheng Niruttinanon Director5. Mr. Chuan Tangchansiri Director6. Mr. Rittirong Boonmechote Director7. Mr. Takeshi Inoue Director8. Mr. Yasuo Goto Director9. Mr. Chan Shue Chung Director10. Mr. Chan Tin King DirectorPosition11. Mr. Sakdi Kiewkarnkha Independent Director and Chairman of the Audit Committee12. Mr. Kiti Pilunthanadiloke Independent Director and Audit Committee13. Pol.Maj.Gen. PrachaAnucrokdilok14. Dr. Thamnoon Ananthothai Independent Director15. Mr. Kirati Assakul Independent DirectorSource: CompanyIndependent Director and Audit CommitteePage 16

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.List of company’s management as of 31 December 2009Name1. Mr. Kraisorn Chansiri Chairman2. Mr. Chan Hon Kit Vice Chairman3. Mr. Thiraphong Chansiri PresidentPosition4. Mr. Rittirong Boonmechote Managing Director Shrimp Product Lines5. Mr. Chan Tin King Chief Financial Officer6. Mr. Chan Shue Chung Executive Director and General Manager Fish Product Lines 17. Mr. Praphan Simasanti General Manager Corporate Support8. Mr. Suthidej Amornkasemwong General Manager Fish Product Lines 29. Mr. Peerasak Boonmechote General Manager Shrimp Product Lines10. Mr. Yongyut Setthawiwat Assistant General Manager - Financing11. Mr. Pakkapong Topaisri Assistant General Manager – Business Unit Support andAccounting Manager12. Ms. Somsri Verasaranakij Corporate Finance ManagerSource: Company9.4 Shareholders ListTop-10 Shareholders as of 22 March 2010, which holds a combined portion of 65.39% of the totalshares outstanding of 833,170,950 sharesName Shares %1. Chansiri Group * 229,887,060 26.032. Niruttinanon Group * 72,280,960 8.183. Mitsubishi Corporation 72,446,900 8.204. Chase Nominee Limited 42 67,628,300 7.665. Thai NVDR Company Limited 25,732,862 2.916. Merrill Lynch International GEF Account Client General 21,571,800 2.447. Social Security Office (2 Cases) 21,463,773 2.438. Boonmechote Group * 29,672,500 3.369. State Street Bank And Trust Company for London 18,792,400 2.1310. Hagoromo Foods Corporation 18,000,000 2.04Source: SETRemark:* The list of shareholders under Chansiri Group, Niruttinanon Group, and Boonmechote Group are shown below:No. Group Shares %Chansiri Group1 Mr.Kraisorn Chansiri 80,153,080 9.082 Mr.Thiraphong Chansiri 50,792,160 5.753 Ms.Bussakorn Chansiri 33,984,510 3.854 Mr.Disapol Chansiri 24,896,040 2.825 Ms.Pornnapa Chansiri 22,574,760 2.566 Mr.Dejphon Chansiri 11,422,010 1.297 Mstr. Att Chansiri 4,000,000 0.458 Ms.Tipparut Chansiri 2,064,500 0.23Total of Chansiri Group 229,887,060 26.03Niruttinanon GroupPage 17

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.Part 2The Reasonableness to Enter into the Transaction1. The Reasons to Enter into the Transaction and Benefits of the TransactionIn pursuit of TUF’s long-term business vision to be a global leader in Tuna and ambient seafoodproducer, it is believed that with the acquisition of MWBrands, this will result in the delivery of thefollowing benefits to the Company and its shareholders as follows:1. Opportunity to acquire one of the leading consumer seafood brands businesses inEurope having a unique combination of a vertically integrated business model andleading iconic brands in all of its marketsTo become vertically integrated business platform, it is paramount to optimize supply chainand management expertise at each stage as major driver for efficiency of business modelcommencing from the sourcing and procurement. MWBrands production facilities are locatedin Ghana, Seychelles, regarded as strategically positioned production facilities close to fishinggrounds, landing zones, outbound harbours and can producers resulting in low labour costs,apart from low tax rates from each respective location (Ghana, Seychelles). In addition, withowned fishing license and fleet and long-term supply agreement with local fleets collectivelyup to 72%, this will in large extent help diversify supply risk as well as control the security overfish supply as well as provide unique insight into fishing dynamics and its availability and pricedevelopment.In addition to sourcing and procurement and close proximity in all value chains, the distributionand logistic networks are centralized in UK and France which are close to major ports of entryand easy to access to the MWBrands major markets in Europe which help minimizedistribution to all key customers and optimized inventory level.With regards to portfolio of market brands, MWBrands two major brands, John West in theUK/Ireland/Netherlands and Petit Navire in France, account for approx 80% of its net salesvalue and poise in each respective market. These two brands are the category definingbrands in their respective markets in FY2010, particular UK and France and considered ashigh demand items in the major retailers and attract premium price compared to other brands.This preferred brand status further allows MWBrands to pass on to customers pricing flexibilitywhen the raw material costs are volatile.2. Opportunity to acquire the unique set-up delivering low cost producer status whichstrengthens the Company’s reputation as one of the world’s leading low cost cannedtuna producersMWBrands is poised to position of being the lowest cost importer of tuna in Europe as a directresult of its vertically integrated business model aforementioned as well as its strategicproduction facilities located in Ghana and Seychelles which not only provide optimal access totuna but also enable to benefit from low labour costs as well as duty free access to EU inrespect of tax tariff. MWBrands features a favorable low cost structure almost comparable tothe leading low cost countries such as Thailand.3. Opportunity to create anticipated benefits from potential value creation created by thecombination of MWBrands and the Company’s businessAs one of the world’s leading canned tuna producers, the Company is poised to exploit theunique expertise to ameliorate the MWBrands business and financial performance. There arecertain key areas where the Company intends to focus on.- Transfer of 4 TUF fishing fleets to MWBrands to obtain best utilization of its fleetcapacity. Additional catches up to 20,000 tons are envisaged which will in turnaggregate in 45,000 tons capacity for MWBrands.- Yield improvement from processing of round tuna to be aligned with current TUF’sprocesses and procedures to improve yield recovery.- Transfer of in-house canning facilities instead of outsourcing other canningmanufacturers with marginally additional Capital Expenditure- Centralization and standardization of purchase in joint tuna procurement, ingredients,packaging and other suppliesPage 19

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.3. Impact on dividend payment capabilityDue to the new loan facilities provided by a number of domestic and foreign financial institutionsarising from this acquisition, certain financial covenants e.g. debt/equity ratio as well as dividendrestrictions are to be imposed by them. Even though the dividend policy stipulating the distribution ofdividends to its shareholders at the minimum of 50% the consolidated net profit, this policy will besubject to certain financial covenants in the loan facilities agreement as well. The condition applies toTUF level only.Based on financial covenants on the additional financing for the Transaction from the domesticfinancial institutions, the Company will be restricted to pay out the dividend not over THB1,200 millionor 50% of its respective net profit each fiscal year, whichever is lower. This restriction, nonetheless willbe released once the Company has repaid half of its long-term loan and its Debt to EBITDA ratiodrops below 2.5 times for 4 consecutive quarters. The drop in Debt/EBITDA ratio will be furtheraccelerated by the conversion of unsecured convertible debentures up to EUR60 million which permitsthe conversion after the first year commencing from the issue date. The planned equity injectionenvisaged from the remaining portion i.e. 64,655,000 shares in the form of right offerings and/orprivate placement will also help further reduce the debt/equity ratio sooner in addition to the cash flowfrom operation.Historical 3-year TUF’s Summary of Dividend Payout2007 2008 2009EPS (Baht per share) 2.08 2.51 3.79DPS (Baht per share) 1.11 1.26 1.92Dividend payment (Baht mm) 1,078 987 1,431Dividend Payout Ratio 53% 50% 51%Source: Setsmart and the Company’s financial statement4. Accounting Impact on the Company’s EPS post acquisitionIn the aftermath of the acquisition, the Company will hold 100% equity interest in MWBrands which willrequire the Company to consolidate the MWBrands financial results into the Company’s financialstatements. After the Transaction, the impact on Earnings Per Share (EPS) depends on thecontribution of net profit from MWBrands and additional interest expenses incurred from acquisitionfinancing. Nonetheless, in medium to long-term view, the level of net income from MWBrands drivenby the business initiatives from TUF is likely to outperform the impact from interest costs from theTransaction. In addition, taking into account the whole dilution impact up to 11.7% at maximum ofpost-enlarged shares, the dilution will not occur in whole but in sequential basis since the conversionof the convertible debenture could be exercised only after the first year of issuance which is likely totake place after the right offering and private placement.Furthermore, since the offer price defined in the form of Enterprise Value (EV) is substantially higherthan its book value of assets i.e. the differential of EUR 120.6 million (EUR 680 million in EV and EUR559.4 million in book value of assets as of 31 March 2010), the Company will be required to record thegoodwill which is the difference between the acquisition value and book value of assets as differentasset items of the Company. These items may be depreciated or amortized when the investment isreappraised (as the case may be). Hence, the additional depreciation or amortization expenses willreduce the net profit and EPS of the Company, although such expenses are only non-cash itemswhich will not affect the cash flow availability.Page 23

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.3. The Fairness of Price of TransactionThe IFA evaluates reasonableness of the transaction price based on several approaches to corporatevaluation. Since TUF will pay consideration to the Seller based on the Enterprise Value (EV), ourevaluation on the fair valuation will be drawn in terms of an enterprise value and presented along withspecific merits and limitations cited respective to each of our selected approaches. The opinionregarding the reasonableness with reference to the Transaction Price can be rendered accordingly.Our selected valuation methodologies include the following;1. Book Value Approach2. Market Comparable Approach3. Discounted Cash Flows Approach –DCFFor avoidance of any doubts, enterprise value is equal to the sum of the market value of totalshareholders’ equity and interest-bearing debts minus cash and cash equivalent, reflecting economicvalue collectively claimed by shareholders and creditors as well as minority interest (if any) while theremaining amount of cash and cash equivalent can be utilized to make repayment of outstandingdebts, and/or used to pay out as dividends to the acquirer.The IFA has evaluated the fair enterprise value of MW Brands based on each approach with detailsexplained as the following;3.1 Book Value ApproachBook value approach is referred to as the amounts carried on a company’s balance sheet, which isprincipally prepared in accordance with the historical cost convention of accounting standards. Thus,book value of total assets from the consolidated balance sheet for the most recent fiscal year ending31 March 2010 as audited by the statutory auditor of MWBrands, will be used to determine the fairvalue of MWBrands under this approach. The valuation result can be set out below;Consolidated Financial StatementsFor the fiscal year ending 31 March 2010Book Value of Total Assets Million EUR 559.4Based on the Book Value approach, the enterprise value is equal to EUR 559.4 million. However, thevaluation result respective to Book Value approach should not serve as the main approach todetermine the fair value of MWBrands since it neither captures the company’s earnings potential norreflects a view of fair value of assets under current economic factors, industry trends and managementdecision.Adjusted Book Value approach has come to mitigate its potential drawback that results mainly fromthe historical cost convention of accounting standards since certain adjustments should be introducedas a means of incorporating the impact of off-balance-sheet items and any gain and/or loss in value ofassets and liabilities against the amounts carried on the consolidated financial statements. However,due to the unavailability of recent appraisal report on any of MWBrands non-current assets i.e.tangible and intangible assets as well as in part to the overseas presence of MWBrands, the AdjustedBook Value approach is materially constrained and cannot be adopted as an alternative evaluation.3.2 Market Comparable ApproachThis approach evaluates the fair value of a company on the basis that companies principally engagingin similar nature of business and products are expected to have similar range of price multiples. Assuch, the Market Comparable approach is to first identify the listed peer group with similarity in termsof scale and normal course of business operations and then evaluate the fair value of MWBrands andPage 24

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.thus the fair value of the acquisition price will be calculated based on an average of price multiplesrespective to such peer group. The price multiple ratios applied to determining the fair value ofMWBrands under this approach shall include the following multiples;3.2.1) Price to Book Value3.2.2) Historical Price to Earnings3.2.3) Forward Price to Earnings3.2.4) Historical Enterprise Value to EBITDA3.2.5) Forward Enterprise Value to EBITDAIdeally, any listed company forming part of the peer group should have tuna-based product portfolioand engage regionally in the seafood market. However, our findings have suggested that no suchcompany listed on the Thai bourse is present with these operational characteristics that can trackclosely to the business fundamentals of MWBrands. Therefore, we include both Thai peers andinternational peers into our analysis. Thai peers in the seafood and fish related business are includedto reflect the multiples level in Thai market as it is the listed stock exchange of TUF and internationalpeers in other international stock exchanges are included to reflect the landscape of seafood market inEurope representing the operating territory of MWBrands and other international market. The list ofpeer group chosen by the IFA for the evaluation of the fair enterprise value of MWBrands under thisApproach is set out below;Company NameDomestic Peer GroupBloombergTickerCountry Market Cap Main Line of ProductsThai Union Frozen Products PCL TUF TB Thailand THB 46,587 Million TunaAsian Seafoods Coldstorage PCL ASIAN TB Thailand THB 1,469 MillionTropical Canning (Thailand) PCL TC TB Thailand THB 1,300 MillionInternational Peer GroupFrozenFish/Shrimp/Shellfish/SquidCanned Tuna andother seafood productsMarine Harvest ASA MHG NO Norway NOK 17,713 Million SalmonNippon Suisan Kaisha 1332 JT Japan JPY 80,945 MillionDongwon Industries 006040 KS Korea KRW 410,310 MillionPacific Andes 1174 HK Hong Kong HKD 4,013 MillionSource: BloombergFrozen and processedseafood productsFrozen and processedseafood productsFrozen and processedseafood productsIt should be noted that although the comparables are collected from the peers in the different countries,the price multiple ratios still could be used as part of the fair value calculation since it does not affectby the difference in the currency and exchange rate of the comparable companies in each countries.The descriptions of the international peers group are summarized as follows:a. Marine Harvest ASAMarine Harvest ASA, is a Norway-based seafood company. It offers farmed salmon and processedseafood to customers in approximately 70 markets. In addition to fresh and frozen salmon, MarineHarvest offers a range of other products, such as coated seafood, ready-to-eat meals, finger food andsmoked seafood. The company also farms trout and white halibut. Marine Harvest’s operations arestructured in five main business units. MH Norway includes fish farming operations and salesoperations in Norway, comprising Atlantic salmon production and sales, as well as processing facilitiesthat produce fillets. MH Chile includes operations in Chile and in the United States, comprising fishfarming and processing facilities. MH Canada and MH Scotland produce and sell Atlantic salmon. MHVAP Europe processes and sells seafood based on Atlantic salmon, whitefish and other seafood inPage 25

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.the European markets. Marine Harvest ASA currently manages a number of brands such as TheOrganic Salmon, Donegal Silver Salmon, Kritsen, La Couronne, Pieters, etc.b. Nippon Suisan Kaisha, Ltd.Nippon Suisan Kaisha, Ltd. is a Japan-based company engaged in five business segments. TheMarine Products segment is engaged in fishing, cultivation, processing and sale of seafood products.The Food segment manufactures and sells processed food products such as frozen food products andcommon temperature food products, among others. The Logistics segment is engaged in therefrigeration storage of marine products, as well as the transportation of frozen and chilled products.The Fine Chemical segment manufactures and sells pharmaceuticals, health food and pharmaceuticalmaterials. The Others segment is engaged in the construction and repair of ships, as well as themarine transportation and engineering business. As of March 31, 2010, the company had 73subsidiaries and 35 associated companies.c. Dongwon Industries Co., Ltd.Dongwon Industries Co., Ltd. is a Korea-based company engaged in the provision of marine products.The company operates its business through three divisions: Fisheries division, which catches andtransports tunas and other marine products; Distribution division, which distributes tuna productsprocessed by the company to the domestic market, as well as Japan, the United States and Europe,and Logistics division, which is engaged in the transportation, warehousing, stevedoring andforwarding services.d. Pacific Andes International Holdings LimitedPacific Andes International Holdings Limited, an investment holding company, engages in seafoodprocessing and trading primarily in Hong Kong, the People’s Republic of China, North America, SouthAmerica, Europe, and East Asia. It also involves in the fishing and fishmeal processing; operation offishing vessels; global sourcing; processing on shore and international distribution of various frozenseafood products; trading of marine fuel; and provision of shipping and agency services. In addition,the company engages in the property holding and provision of treasury and administrative services. Itserves wholesalers, reprocessors, food processors, and retailers. The company was founded in 1986and is headquartered in Hong Kong, Hong Kong. Pacific Andes International Holdings Limited is asubsidiary of N.S. Hong Investment (BVI) LimitedThe details of the calculation under each market comparable approach are as follows:3.2.1 Price to Book Value Ratio Approach (P/BV)P/BV approach determines the fair value by having MWBrands book value per share from theconsolidated financial statement as of 31 March 2010 multiplied by an average P/BV ratio of thecomparable companies.IFA has calculated the average P/BV on the different intervals to avoid the effect from the short-termmovement in the market. We have calculated the P/BV as at 27 July 2010, which is the last tradingday prior to TUF disclosing the Transaction information to public as well as previous 30-day, 60-day,90-day, 180-day and 360-day intervals. The calculation of the average peers’ P/BV multiples areshown below:P/BV ratioAverage P/BV ratio27 July 2010 30-day 60-day 90-day 180-day 360-dayLocal peersThai Union Frozen 2.60 2.41 2.33 2.24 1.99 1.70Asian Seafoods 0.92 0.96 0.93 0.83 0.78 0.60Page 26

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.P/BV ratioAverage P/BV ratio27 July 2010 30-day 60-day 90-day 180-day 360-dayTropical Canning 0.83 0.66 0.60 0.57 0.54 0.43International peersMarine Harvest 1.45 1.39 1.49 1.52 1.52 1.40Nippon Suisan Kaisha 1.30 1.32 1.27 1.26 1.21 1.23Dongwon Industries 1.30 1.37 1.34 1.30 1.30 1.50Pacific Andes 0.73 0.73 0.72 0.77 0.80 0.68Peer GroupAverage P/BVSource: Bloomberg1.30 1.26 1.24 1.21 1.16 1.08The average P/BV ratio derived from the above table is in a range of 1.08 - 1.30 times. Provided is theMWBrands applicable book value of EUR 97 million, the valuation result under this approach is thuscalculated as follows;Unit: EUR million27 Jul 10 30-day 60-day 90-day 180-day 360-dayAverage Peer Group P/BV 1.30 1.26 1.24 1.21 1.16 1.08Multiply: BV of MWBrands as of 31/3/10 97.0 97.0 97.0 97.0 97.0 97.0Market value of equity 126.3 122.3 120.2 117.5 112.7 104.6Plus: Interest Bearing Debt 295.9 295.9 295.9 295.9 295.9 295.9Deduct: Cash 18.2 18.2 18.2 18.2 18.2 18.2Enterprise Value of MWBrands 404.0 400.0 397.9 395.2 390.4 382.3Range of fair value under P/BVEUR 382.3 – 404.0 millionFrom above calculation, the fair value of MWBrands enterprise value under the P/BV approach is inrange of EUR 382.3-404.0 million. IFA does not recommend using P/BV approach as the mainapproach to determine MWBrands fair value as it disregards the future performance of the company.3.2.2 Historical Price to Earnings Ratio Approach (Historical P/E)The fair value of MWBrands under Historical P/E approach can be determined using MWBrandsearnings per share as of 31 March 2010 multiplied by an average Historical P/E ratio of thecomparable companies.IFA has calculated the average Historical P/E of peers group on the different intervals to avoid theeffect from the short-term movement in the market. We have calculated the Historical P/E as at 27July 2010, which is the last trading day prior to TUF disclosing the Transaction information to public aswell as previous 30-day, 60-day, 90-day, 180-day and 360-day intervals. The calculation of theaverage peers’ Historical P/E multiples are shown belowLocal peersHistoricalAverage Historical P/E ratioP/E Ratio27 July 2010 30-day 60-day 90-day 180-day 360-dayThai Union Frozen 12.00 11.15 10.76 10.37 9.57 8.91Asian Seafoods 11.71 12.26 11.86 10.66 10.37 7.00Page 27

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.HistoricalP/E RatioAverage Historical P/E ratio27 July 2010 30-day 60-day 90-day 180-day 360-dayTropical Canning 11.05 8.71 8.00 7.54 6.67 4.98International peersMarine Harvest 6.97 8.89 10.14 10.72 25.10* 35.22*Nippon Suisan Kaisha 1,835.44* 1,856.54* 1,791.56* 1,774.61* 1,774.61* 1,525.28*Dongwon Industries 5.55 5.85 5.74 5.57 5.57 6.93Pacific Andes 4.71 4.71 4.67 4.98 5.64 4.92Peer Group AverageHistorical P/E8.67 8.60 8.53 8.31 7.56 6.55Source: Bloomberg, numbers marked with (*) are excluded from calculation due to being excessively high and consideredthe outliner.The average Historical P/E ratio derived from the above table is in a range of 6.55 – 8.67 times.Provided is the MWBrands net profit as of 31 March 2010 of EUR 36.6 million, the valuation resultunder this approach is thus calculated as the following;Unit: EUR million27 Jul 10 30-day 60-day 90-day 180-day 360-dayAverage Peer Group Historical P/E 8.67 8.60 8.53 8.31 7.56 6.55Multiply: MWBrands net profitas of 31/3/1036.6 36.6 36.6 36.6 36.6 36.6Market value of equity 317.2 314.6 312.1 304.0 276.9 239.7Plus: Interest Bearing Debt 295.9 295.9 295.9 295.9 295.9 295.9Deduct: Cash 18.2 18.2 18.2 18.2 18.2 18.2Enterprise Value of MWBrands 594.9 592.3 589.8 581.7 554.6 517.4Range of fair value under HistoricalP/E ApproachEUR 517.4 – 594.9 millionFrom above calculation, the fair enterprise value of MWBrands under the Historical P/E approach is ina range of EUR 517.4 – 594.9 million. However, IFA viewed that the valuation from Historical P/Eapproach may not be appropriate to use as the main approach to determine fair valuation since thecalculation of the fair valuation base solely on the performance in the specific period which may notrepresent the long-term future profitability of the company. In addition, the calculation under thisapproach does not take into account of control premium, brand value possession and long-termmanagement decision to reflect on-going profitable capacity. Therefore, we recommend not usingHistorical P/E to be the main approach to determine the fair valuation of MWBrands.3.2.3 Forward Price to Earnings Ratio Approach (Forward P/E)Similar to the Historical P/E Approach, the Forward P/E Approach calculates the fair enterprise valueof MWBrands using the net profit of MWBrands and the average multiples of its peers. However, TheForward P/E Approach use the forecasted net profit of MWBrands to multiply with the averageForward P/E of the comparable companies.IFA has calculated the average Forward P/E of peers group on the different intervals to avoid theeffect from the short-term movement in the market. We have calculated the Forward P/E as at 27 July2010, which is the last trading day prior to TUF disclosing the Transaction information to public as wellas previous 30-day, 60-day, 90-day, 180-day and 360-day intervals. The calculation of the averagepeers’ Forward P/E multiples are shown belowPage 28

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.Forward P/E RatioAverage Forward P/E ratio27 July 2010 30-day 60-day 90-day 180-day 360-dayLocal peersThai Union Frozen 11.03 10.16 9.83 9.45 8.74 8.16Asian Seafoods n/a n/a n/a n/a n/a n/aTropical Canning n/a n/a n/a n/a n/a n/aInternational peersMarine Harvest 7.86 7.64 8.32 8.88 9.48 9.64Nippon Suisan Kaisha 18.11 19.34 19.68 19.74 18.65 20.48Dongwon Industries 5.57 5.71 5.66 5.58 5.51 4.95Pacific Andes 5.95 5.96 5.88 5.88 5.88 5.88Peer Group AverageForward P/ESource: Bloomberg9.70 9.76 9.87 9.91 9.65 9.82The average Forward P/E ratio derived from the above table is in a range of 9.65 – 9.91 times.Provided is the MWBrands forecasted net profit for FY2011 of EUR 40.0 million, the valuation resultunder this approach is thus calculated as the following (The details of financial projection prepared bythe IFA can be referred to in Section 3.3 Discounted Cash Flows Approach);Unit: EUR million27 Jul 10 30-day 60-day 90-day 180-day 360-dayAverage Peer Group Forward P/E ratio 9.70 9.76 9.87 9.91 9.65 9.82Multiply: MWBrands forecasted net profit 40.0 40.0 40.0 40.0 40.0 40.0of FY2011Market value of equity 388.2 390.5 394.9 396.2 386.0 392.8Plus: Interest Bearing Debt 295.9 295.9 295.9 295.9 295.9 295.9Deduct: Cash 18.2 18.2 18.2 18.2 18.2 18.2Enterprise Value of MWBrands 665.9 668.2 672.6 673.9 663.7 670.5Range of fair value underForward P/E ApproachEUR 663.7 – 673.9 millionFrom above calculation, the fair enterprise value of MWBrands under the Forward P/E approach is ina range of EUR 663.7 – 673.9 million. However, IFA viewed that the valuation from Forward P/Eapproach may not be appropriate to use as the main approach to determine fair valuation sincealthough it take into account of the future profitability, it is based solely on the performance in thespecific period which may not represent the long-term future profitability of the company. In addition,the calculation under this approach also does not take into account of control premium, brand valuepossession and long-term management decision to reflect on-going profitable capacity. Therefore, werecommend not using Forward P/E to be the main approach to determine the fair valuation ofMWBrands.3.2.4 Historical Enterprise Value to Earnings before Interest, Tax, Depreciations andAmortizations Ratio (Historical EV/EBITDA)The Historical EV/EBITDA approach calculates MWBrands fair enterprise valuation by multiplying thecompany’s the most updated earnings before interest, tax, depreciations and amortizations (EBITDA)with an average Historical EV/EBTIDA ratio of the comparable companies.Page 29

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.Again, IFA has calculated the average Historical EV/EBITDA on the different intervals to avoid theeffect from the short-term movement in the market. We have calculated the Historical EV/EBITDA asat 27 July 2010, which is the last trading day prior to TUF disclosing the Transaction information topublic as well as previous 30-day, 60-day, 90-day, 180-day and 360-day intervals. The calculation ofthe average peers’ Historical EV/EBITDA multiples are shown below:Local peersHistoricalEV/EBITDAAverage Historical EV/EBITDA ratioRatio27 July 2010 30-day 60-day 90-day 180-day 360-dayThai Union Frozen 10.20 9.65 9.42 9.18 8.53 7.75Asian Seafoods 10.76 10.95 10.83 10.36 9.55 7.77Tropical Canning 6.94 5.60 5.20 4.99 4.88 4.53International peersMarine Harvest 6.94 6.84 7.23 7.48 8.32 7.73Nippon Suisan Kaisha 12.13 12.13 12.13 12.20 12.81 13.51Dongwon Industries 7.13 7.13 7.13 7.13 7.11 5.92Pacific Andes 7.09 7.09 7.08 7.07 6.75 6.64Peer Group AverageHistorical EV/EBITDASource: Bloomberg8.74 8.48 8.43 8.34 8.28 7.69The average Historical EV/EBITDA ratio derived from the above table is in a range of 7.69 – 8.74times. The valuation result under Historical EV/EBITDA approach is calculated by the following:27 Jul 10 30-day 60-day 90-day 180-day 360-dayAverage Peer Group Historical 8.74 8.48 8.43 8.34 8.28 7.69EV/EBITDAMultiply: MWBrands EBITDAas of 31 March 201082.8 82.8 82.8 82.8 82.8 82.8Enterprise Value of MWBrands 723.7 702.3 698.1 690.7 685.6 636.8Range of fair value underHistorical EV/EBITDA ApproachEUR 636.8 – 723.7 millionFrom above calculation, the fair value of MWBrands enterprise value is in a range of EUR 636.8 –723.7 million. IFA has the opinion that the Historical EV/EBITDA approach has mitigate some biasunder P/E approach i.e. the Historical EV/EBITDA approach will not be distorted by the difference ininvestment level of the company as the ratio is calculated on EBITDA which is the earning beforedepreciation and amortization. However, IFA still has the opinion the Historical EV/EBITDA still hassome limitation to evaluate the fair enterprise value MWBrands in this Transaction since it does nottaken into account of control premium, brand value possession and long-term management decisionto reflect on-going profitable capacity. Therefore, we recommend not using Historical EV/EBITDA tobe the main approach to determine the fair valuation of MWBrandsPage 30

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.3.2.5 Forward Enterprise Value to Earnings before Interest, Tax, Depreciations andAmortizations Ratio (Forward EV/EBITDA)Similar to Historical EV/EBITDA Approach, the Forward EV/EBITDA approach calculates MWBrandsfair enterprise valuation by multiplying the company’s forecasted EBITDA for FY2011 with an averageForward EV/EBTIDA ratio of the comparable companies.Again, IFA has calculated the average Forward EV/EBITDA on the different intervals to avoid theeffect from the short-term movement in the market. We have calculated the Forward EV/EBITDA as at27 July 2010, which is the last trading day prior to TUF disclosing the Transaction information to publicas well as previous 30-day, 60-day, 90-day, 180-day and 360-day intervals. The calculation of theaverage peers’ Forward EV/EBITDA multiples are shown below:Local peersForwardEV/EBITDAAverage Forward EV/EBITDA ratioRatio27 July 2010 30-day 60-day 90-day 180-day 360-dayThai Union Frozen 9.02 8.52 8.35 8.10 7.62 7.30Asian Seafoods n/a n/a n/a n/a n/a n/aTropical Canning n/a n/a n/a n/a n/a n/aInternational peersMarine Harvest 5.95 5.78 6.13 6.45 6.79 6.84Nippon Suisan Kaisha 11.63 12.20 12.20 12.20 12.20 12.20Dongwon Industries 6.75 7.23 7.50 7.66 7.82 6.64Pacific Andes n/a n/a n/a n/a n/a n/aPeer Group AverageForward EV/EBITDASource: Bloomberg8.34 8.43 8.54 8.60 8.61 8.25The average Forward EV/EBITDA ratio derived from the above table is in a range of 8.25 – 8.61 times.Provided is the MWBrands forecasted EBITDA for FY2011 of EUR 84.9 million, the valuation resultunder this approach is thus calculated as the following (The details of financial projection prepared bythe IFA can be referred to in Section 3.3 Discounted Cash Flows Approach);27 Jul 10 30-day 60-day 90-day 180-day 360-dayAverage Peer Group Forward 8.34 8.43 8.54 8.60 8.61 8.25EV/EBITDAMultiply: MWBrands forecasted EBITDA 84.9 84.9 84.9 84.9 84.9 84.9for FY2011Enterprise Value of MWBrands 707.7 716.0 725.4 730.4 730.7 700.1Range of fair value underForward EV/EBITDA ApproachEUR 700.1- 730.7 millionFrom above calculation, the fair value of MWBrands enterprise value is in range of EUR 700.1- 730.7million. Compared to other ratio under the Market Comparable Approach, the Forward EV/EBITDA isconsidered to be the most appropriate method to evaluate the fair value of MWBrands since it doesnot be distorted by the difference in investment level of the company as the effect of the differentdepreciation and amortization expense level and also represent the future cash flow of the company.Page 31

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.However, IFA still has the opinion that the Forward EV/EBITDA still has some limitation to evaluate thefair enterprise value MWBrands since it base solely on the performance in the specific period anddoes not take into account of control premium, brand value possession and long-term managementdecision to reflect ongoing profitable capacity. Therefore, we also do not recommend using ForwardEV/EBITDA to be the main approach to determine the fair valuation of MWBrandsSummary of Market Comparable ApproachIn summary, IFA is in the opinion that the market comparable approach should not be used as themain approach to evaluate the fair value of MWBrands since the market approach may have thelimitation in evaluation of the MWBrands acquisition due to the rationale as follows:• Control premium - Market Comparable approach estimates the value of a business on theminority basis which may not suit with MWBrands acquisition as TUF plans to acquire all of itsshares to become major shareholders. In other words, the valuation from this approach doesnot reflect control premium of the acquisition.• Brand value - MWBrands is the leading seafood producer which has the strong brandposition in several Europe markets so valuation calculated from the Market ComparableApproach may not reflect this since the comparable companies used as part of calculationhave the different market position and may not illustrate the strong brand values.• Based solely on the single period performance – Under current MWBrands business plan,the performance of MWBrands is expected to improve significantly over the forecasted periodssince MWBrands has been in the midst of conducting the business initiatives evidenced by theimprovement in margin during FY2007A – FY2010A and the plan will be solidified and carriedon during the forecasting horizons. Therefore, using the historical or one future periodperformance under Market Approach to evaluate the fair value of MWBrands may not fullyreflect the genuine value of the company and reflect long-term management decision.3.3 Discounted Cash Flows ApproachThe essence of Discounted Cash Flows (DCF) approach is based on business fundamentals as wellas cash-generating potentials in the future. The IFA has recommended the Discounted Free CashFlows to Firm (FCFF) to be used as the main approach to determining the fair value of MWBrandsbecause it is reflective of future business operations and profitability as well as potential outlook inaccordance with management decisions over the long run. In order to proceed with this approach, aseries of relevant FCFFs must be projected in connection with MWBrands for future years that span a3-year horizon and cover the fiscal year ending 31 March 2011 up to 31 March 2013. The terminalvalue is also included as an integral part of FCFF computation on the underlying assumption thatMWBrands shall operate as a going concern, which is in turn altogether discounted by the weightedaverage cost of capital (WACC). As a consequence, the present value of expected FCFFs will be inprincipal harmony with the enterprise value and require no further adjustments since it is the measureof FCFF per se that represents economic value in the form of net cash available to all individualcreditors and shareholders.It should be noted that the IFA has been faced with certain limitation due to no direct physical accessto examine MWBrands and face-to-face interview and due diligence with the MWBrands management.Nonetheless, the IFA believes that the Company has worked extensively with the management ofMWBrands on discussing and exploring insightful knowledge of MWBrands historical performance,product portfolio, current operational and financial aspects of business activities as well as the level ofexposure to change in economic conditions and its future business plan. Such information concerningMWBrands and additional specific information collected from management interview with theCompany have been provided by the Company and subsequently reviewed and modified by the IFA,which in turn constitutes the basis for facilitating our due diligence and constructing financial projectionunder this context. Since the accuracy of financial projection depends primarily on the precision andreasonableness of the underlying assumptions, all the information obtained should reflect the view ofmanagerial decisions in specific connection with MWBrands normal course of business operations inthe long run. Should there by any changes in economic factors beyond the time being, businessPage 32

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.operations and assumptions stated in this report may change and the valuation result will differaccordingly.Brief History of MWBrandsMWBrands is a vertically integrated group of companies manufacturing and distributing a broad rangeof seafood products such as tuna, salmon, mackerel, sardines and other seafood and related valueaddedproducts across the European region. A substantial portion of total product portfolio is marketedunder its own leading iconic brands, namely Petit Navire and H. Parmentier in France, John West inthe UK, the Netherlands and Ireland and Mareblu in Italy. Until recently, MWBrands has decided topush forward a number of restructuring initiatives at the factory and marketing level in strategicattempts to foster a feasible platform not only to sustain a status of low-cost producer but also to seekthe uncharted waters through de-commoditization and superiority branding. Such breakthroughinitiatives, which has already been implemented in phases and will continue as an essential ingredientof MWBrands future business plan, will be referred to consistently along with additional details if any ofthem is considered a relevant factor as we are going through each of the underlying assumptions. Itshould be noted that details of underlying assumptions and related explanations are constrained inscope of disclosure due in large part to the aforementioned dynamics of bidding process that involve asubstantial level of confidentiality among the involved parties. However, the IFA is of an opinion thatthe level of following disclosure regarding underlying assumptions used for financial projection issufficient to a satisfactory extent that the rationale behind each assumption can be comprehended byand large.3.3.1 Discount Cash Flow Approach (Pre-Synergy)1. RevenueRevenue from commercial net sales is a function of quantities sold and average selling price per unit,given the nature of manufacture-based business. In this regard, the underlying assumptions set out forsale volume and average selling price will be elaborated separately so as to comprehend themechanism of key driving forces that rest with managerial decisions and strategies of MWBrands.Total Sale VolumeThe historical volume was 91.3 thousand tons in FY2009A with marginal growth of 1.3% to be 92.5thousand tons in FY2010A. During the forecast period, it is assumed that the total sale volume willrange from 96.3 – 117.4 thousand tons during FY2011F-2013F with a 3-year CAGR of 8.3% perannum due to the explanations below.Total sale volume growth is expected to persist positively over the forecast period. It should be notedthat such expected growth rates are different from those achieved in past fiscal years due to anevidence of improved macroeconomic factors and MWBrands initiatives driven at the marketing level.In 2009, Europe as a regional economy (27 countries) witnessed a contraction of 4.2% in real termdue to financial crisis that spread adverse impacts on both investments and household expenditures.However, according to the European Union, real GDP is expected to come back to positive territorywith estimated growth of 1.0% in 2010 and accelerate to 1.7% in 2011. On the other hand, MWBrandshas put into actions over the normal course of business operations during FY2009A-2010A therestructuring initiatives aimed at enhancing overall profitability through better product and channel mix.Discontinuation of some low-margin product items was first in forces and caused sale volume to dropas an initial consequence. MWBrands struggled with loss of sale volume as an initial consequence.The situation however did not last long as MWBrands was making progress towards premiumizationand dynamization. A stream of new innovative products has been gradually launched and sold for apremium price under its leading brands, bringing potential growth in sale volume that more than offsetthe initial impact of sale losses.All in all, it’s believed that negative sale volume growth recorded in FY2009A and the slight rebound inFY2010A resulted mainly from the compound effect of economic difficulties at the time and itsPage 33

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.restructuring initiatives. The management of MW Brand is of the view that the restructuring initiativesplus the effect of economic recovery will cause sale volume to ramp up especially for its major marketsin the subsequent years.Average Selling PriceAverage selling price blended and consequently achieved in respect to all individual product items andto comprehensive markets mainly covered by MWBrands rose around 8% to EUR 4.7 / Kg inFY2009A and then remained stable throughout FY2010A. For the forecast period, the average sellingprice is assumed to be stable which is the same pattern as evidenced during FY2010A.For avoidance of any doubt, such average selling price results from the net sale value per Kg blendedfrom all different angles including 1.) product categories i.e. tuna, salmon, mackerel, sardines, otherseafood products and value-added product from tuna, 2.) geographic markets i.e. France, the UK, Italy,Ireland and the Netherlands as well as 3.) segmentations i.e. branded and private label sector.However, for the detailed financial projection, the IFA has considered the relevant market factors andthe selling price separately so as to take account of structural differences in the dynamics andcharacteristics of each product category and market MWBrands is actively involved.Differences in competitive environment cause pricing strategies to vary not only within seafoodproduct portfolio but also across the countries MWBrands have participated. Any increase in prices didnot necessarily reflect a surge in sale volume of premium products as it would have resulted simplyfrom responsive attempts to pass incremental cost of raw materials to customers in the market. Undernormal circumstances, still a wealth of leading brand equity and bargaining power claimed over largenetwork of retail distribution outlets is respected for being a key to exercising price raises in the longrun.As an overall seafood industry, the trend of average selling price is expected to remain under strongcompetitive pressures and therefore go rather over the foreseeable period. However, as previouslymentioned regarding its restructuring initiatives in the area of product mix, MWBrands is also keen onmaintaining regular advertising campaigns in order to reinforce brand awareness and support organicsale growth by and large. Specifically, the budget allocated to such marketing expenditures will bemore concentrated in the markets MWBrands has yet to establish firm and scalable position. Hence,the maintenance of marketing expenditures at the center of revitalization program will provide a roomfor MWBrands to have a better control over its premium pricings, particularly for its leading collectionof branded products.Other RevenuesRevenue from commercial net sales as referred to above constitute the main source of income toMWBrands. In addition, it should be noted that there is additional revenue flows resulting from salesand exports handled directly by its main production facilities in the Seychelles and Ghana. Such otherrevenues rose by 13.6% from EUR 10.3 million in FY2008A to EUR 11.7 million in FY2009A anddeclined by 6.0% to EUR 11.0 million in FY2010A, accounting for 2-3% of revenue from commercialnet sales with reference to MWBrands historical performance posted during FY2009A-2010A.For our projection, other revenues will grow from the actual result posed in FY2010A with a CAGR of27.1% p.a. ranging from EUR 16.5 – 22.6 million during FY2011F-2013F and represent around 3-4%of revenue from commercial net sales over the next three years of forecast period. Such future trend isprojected in anticipation that the main production facilities in the Seychelles and Ghana would be ableto derive more economic value from their scraps.2. Cost of Goods SoldAs a vertically integrated group of companies with primary focus placed on a variety of seafoodproducts, MWBrands shall incur costs and related expenses all along each step of the supply chain forPage 34

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.its normal course of business operations, starting from fishing and cold storage to canning andprocessing line of productions.Total cost of goods sold can be categorized into the followings:• Direct raw material including fish costs and non-fish costs consisting of ingredients, packagingand direct labour costs. Fish costs account for approximately 40% of total cost of goods sold• Other overheads include logistics, co-packing costs and indirect labour cost as well asdepreciation expensesTotal cost of goods sold decreased by 13.1% from EUR 372.6 million in FY2008A to EUR 323.8million in FY2009A and decreased again by 3.5% to EUR 312.5 million in FY2010A. For our financialprojection, total cost of goods sold is expected to grow from the actual result posted in FY2010A with aCAGR of 9.8% over the next three years of forecast period, amounting from EUR 331.7 – 413.2 millionduring FY2011F-2013F.Since tuna is considered the flagship product item to MWBrands, any upward movement of price paidfor raw tuna i.e. Skipjack and Yellowfin would significantly hurt profitability and vice versa. The pricingcycle of raw tuna holds an inverse relationship with tuna availability, which is after all subject toclimatic El Nino phenomenon. After the previous hit recorded in 1998, the natural effect of El Nino hadrevisited in the Indian Ocean and gave rise to a dramatic increase in raw tuna price worldwide during2007-2008. The situation of supply shortages eased off and sent raw tuna price down to the level seenbefore such El Nino effect in 2007. In regard to our financial projection, raw fish costs per ton areprojected to grow consecutively for at least 3% per annum. Incorporating upward trend of raw fishcosts reflects conservative perception towards the cyclical ups and downs in tuna supplies. On theother hand, non-fish costs including labor, other ingredients and packaging are also projected to growin line with sale volume over the forecast period.3. Selling, General and Administrative ExpensesThe Selling, General and Administrative Expenses (SG&A) are those associated mainly with humanresources and sale supportive activities such as warehousing and merchandising. SG&A expensesdecreased by 14.7% from EUR 48.9 million in FY2008A to EUR 41.7 million in FY2009A and roseconsiderably by 13.7% to EUR 47.4 million in FY2010A as a combined result of increasing marketingexpenditures and one-time expenses related to the transitional effect of MWBrands restructuringinitiatives, representing 10-11% of revenue from commercial net sales. For our projection, SG&Aexpenses will expand from the actual result posted in FY2010A with a CAGR of 5.3% per annum andrepresent approximately 10% of revenue from commercial net sales, equivalent to EUR 46.6 – 55.4million during FY2011F-2013F.MWBrands implementation of restructuring initiatives was also visible in the amount of SG&Aexpenses incurred during FY2009A-2010A. Advertising campaigns through various media platformswere increasingly adopted to reinforce its leading brands and support growth in new product mix. Suchmarketing expenditures, which form a key component of SG&A expenses, as well as selling anddistribution expenses are forecasted to continue and expand in proportion to revenue from commercialnet sales. In addition, general and administrative expenses are also forecasted to grow as they reflectchange in compensation scheme for overall employees and additional buildup of sale forces for newgeographic expansion.4. Capital ExpendituresCapital Expenditures are referred to as the amount of money spent for investments in non-currentassets so that MWBrands can continue business operations as a going concern and go in line with thefuture business plan. Such capital expenditures as incurred by MWBrands equaled EUR 8.0 million inFY2009A and EUR 12.0 million in FY2010A, accounting for 2-3% of revenue from commercial netsales. Based on future business plan, MWBrands has set aside budget for ongoing capitalinvestments in order to continue its implementation of restructuring initiatives in the area of productionPage 35

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.facilities. Such planned capital expenditures will be primarily aimed at cost savings through moreintegrated infrastructure and improved efficiencies as well as continuous maintenance of qualitycontrol in order to stay up to date with evolving certifications and requirements imposed by differentcustomers.For our financial projection, capital expenditures will increase from the actual result posted inFY2010A with a CAGR of 6.3% per annum over the next three years of forecast period, equivalent toEUR 14.4 -17.6 million. It should be noted that excess production capacity is still available, particularlyin the Seychelles, to facilitate future growth without additional cash burden.5. Working Capital RequirementsThe underlying assumptions set for working capital requirements are reflected in terms of cash cycle,which is a function of key business activity ratios including average collection period, averageinventory period and average payment period. Based on historical performance during FY2008A-2010A, the projected cash cycle is approximately 104 days throughout the forecast period related totheir respective sale and purchase amount.In addition to trade account receivables, inventories and trade account payables, other payables arealso added as part of working capital needed to carry on operations as a going concern because otherpayables result mainly from related tax and payroll charges.6. Corporate Income TaxSince MWBrands establishes operational presence in various countries with each having different taxrates, the IFA has employed the effective tax rate achieved for the most recent fiscal year ending 31March 2010. This effective tax rate is equal to 23.4% and will be kept constant for evaluation purpose.7. Debts and Associated CostInterest-bearing debts approximates EUR 296 million as of the most recent fiscal year ending 31March 2010, representing 75.3% of total capital employed by MWBrands. On the other hand, theunderlying assumption set to determine associated cost of debts reflects the expected change inMWBrands capital structure once it has been acquired by the Company. Thus, the IFA has consideredthe relevant interest rate in connection with target capital structure and arrived at the associated costof debts equal to 5.4% at the post transaction.8. Discount RateFor the benefit of conservative approach, the IFA has adopted the discount rate derived solely fromthe context of Thai economy where the Company is principally engaged even though MWBrands islocated in Europe. This is mainly attributable to the multiple market exposures where MWBrands isinvolved in as well as its non-listed status, which after all makes it difficult to select the comparablebourse coupled with low risk premium from the developed market relative to the Thai market.Under the DCF approach, a series of expected FCFFs over the forecast period shall be discountedusing the weighed average cost of capital (WACC).WACC can be calculated in accordance with the conventional formula as shown below;Weighted Average Cost of Capital (WACC) = (D/V)*Kd*(1-T) + (E/V)*KeWhere: D/V = The ratio of current interest-bearing debt to total invested capital ofMWBrands, which equals 75.3%E/V = The ratio of total shareholders’ equity to total invested capital ofMWBrands, which equals 24.7%Page 36

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.Cost of Equity (Ke)T = The corporate income tax rate applicable to MWBrands, which isdetermined as the most recent effective tax rate of 23.4%Kd = Associated cost of interest-bearing debts at the post transaction, whichequals 5.4%Ke = Cost of total shareholder’s equity estimated by the Capital Asset PricingModel (CAPM) as shown belowCost of equity is calculated by the CAPM equation as the following;Cost of Equity (Ke) = Rf + (Rm – Rf) * BetaWhere: Rf = The risk-free rate derived from the 10-year government bond yield,which equals 3.4% as at 27 July 2010 based on the Thai Bond MarketAssociationRm = The average return expected from the market can be calculated as acapital weighted average of the internal rate of return over allcompanies listed in the Stock Exchange of Thailand, which equals16.0% as at 27 July 2010 based on BloombergBeta = The average beta of selected peer groupCompanyBetaThai Union Frozen Products PCL. 0.60Asian Seafoods Coldstorage PCL 0.68Seafresh Industry PCL 0.89Surapon Foods PCL 0.67Kiang Huat Sea Gull Trading Frozen Food PCL 0.32Tropical Canning (Thailand) PCL 0.39Source: BloombergBetaBeta is calculated by the following process(i) Calculation of average unlevered beta of the selected peer groupThe equity raw beta of comparable companies including TUF, ASIAN, CFRESH, SSF, CHOTI and TCwill be used to calculate average unleveraged beta. The IFA has included only domestic peer groupfrom Agribusiness and Food & Beverage sector, which are particularly related to seafood market, inthe calculation. The unlevered beta could be calculated with the following formula:Unleveraged Beta (β U ) =Leveraged Beta (β L ) / {1 + ((1 – tax rate) * D/E ratio)}CompanyTax Debt to Leveraged UnleveragedRate Equity Equity Beta Equity BetaThai Union Frozen Products PCL. 30% 0.64 0.60 0.42Asian Seafoods Coldstorage PCL 30% 1.52 0.68 0.33Seafresh Industry PCL 30% 0.00 0.89 0.89Surapon Foods PCL 30% 0.19 0.67 0.59Kiang Huat Sea Gull Trading Frozen Food PCL 30% 0.00 0.32 0.32Tropical Canning (Thailand) PCL 30% 0.34 0.39 0.31Average 30% 0.45 0.59 0.48Source: Bloomberg(ii) Calculation of levered beta of the companyAfter obtaining the average of unleveraged equity beta of comparable companies at 0.48 from (i), weutilize such figure to calculate the company’s leveraged beta with the following formula;Leveraged Beta (β L ) = Unleveraged Beta (β U ) * {1 + ((1 – tax rate)* Target D/E ratio)}Page 37

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.With the above formula, the leveraged beta calculated from the effective tax rate of 23.4% and targetdebt-to-equity ratio at 2.8 times will result in the leveraged beta equal to 1.50 which will be use as aproxy of MWBrands beta to calculate cost of equity.The IFA employs target D/E ratio, which is calculated from average interest-bearing debts over thenext 7 years after the transaction, in leverage beta calculation since it represents long-term optimalcapital structure of company.According to the above table, the leveraged beta will be used as a basis for calculating the cost ofequity with reference to WACC and the CAPM model as per aforementioned. The result ofcomputation for WACC and CAPM is summarized in the following table;Risk Free Rate (Rf) 3.4%Market Return (Rm) 16.0%Beta (β L ) 1.5Cost of Equity (Ke) 22.3%Equity Weight (We) 24.7%Cost of Debt (Kd) 5.4%Debt Weight (Wd) 75.3%Weighted Average Cost of Capital (WACC) 8.6%8.) Terminal ValueThe IFA has calculated the terminal value so as to represent the fair value outstanding after theforecast period. In this case, the amount of FCFF generated during FY2013F, which is the last year offorecast period, is used as the proxy for long-term free cash flows in the long run.Terminal Value = FCFF * (1+g) / (WACC-g)Where FCFF = MWBrands Free Cash Flows to Firmg = long-term growth rate assumed to be 1.0% p.a.WACC = MWBrands Weighted Average Cost of Capital, which is equal to 8.6% p.a.A summary of valuation result with reference to the underlying assumptions set to determine a seriesof expected FCFFs as well as the calculation of WACC is illustrated in the following table;(EUR Million) 2011E 2012E 2013EEBITDA after tax 1/ 68.4 75.0 85.0Change in Working Capital -7.3 -13.2 -10.6Capital Expenditures -17.6 -17.3 -14.4Free Cash Flow to Firm (FCFF) 43.4 44.5 60.0Present Value of FCFF 129.8Present Value of Terminal Value 647.7Fair Enterprise Value 777.5Note: 1/Figures are derived from information and related assumptions obtained from the Company, which isconsequently verified through management interview with the Company and reviewed and adjusted by the IFAdeemed appropriateFrom the formulas and assumptions above, the calculated fair enterprise value of MWBrands equalsEUR 777.5 million and represents economic value in the form of net cash available to all individualcreditors and shareholders after all reinvestments.Sensitivity AnalysisAs the valuation result based on the DCF approach depends largely on several key underlyingassumptions, sensitivity analysis has been conducted to measure how sensitive the fair value will beto each respective assumption. Hence, by varying incremental percentage change in sale volume,WACC and long-term growth rate, the analysis results in the following range of enterprise value;Page 38

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.Fair EnterpriseSensitivity Range Value (EURmillion)1. Incremental percentage change in sale volume -10.0% up to +10.0% 764.3 - 790.82. Long-term growth rate 0.0% - 2.0% 702.3 - 875.53. WACC 7.5% - 9.5% 762.8 - 796.5Based on the sensitivity analysis as presented above, taking into account the intersected area ofsensitivity range for these factors by adjusting overall sale volume in both upward and downwarddirection for an incremental 10%, varying long-term growth rate and WACC from 0.0% to 2.0% andfrom 7.5% to 9.5% respectively, the appropriate enterprise value of MWBrands calculated from theDiscount Cash Flow Approach (Pre-Synergy) falls in a range of EUR 702.3 – 875.5 million.3.3.2 Discount Cash Flow Approach (Post-Synergy)Potential Synergies Contribution at the Post TransactionThe fair enterprise value resulting from DCF approach as demonstrated in details all above is basedon the underlying business fundamentals and future earnings attributable to MWBrands as a standalonegroup of companies at the pre transaction. In other words, the fair enterprise value evaluatedfrom the aforementioned discount cash flow approach does not take into consideration any synergy oreconomic benefits that may arise at the post transaction from MWBrands by which the Companywould have attempted strategic acquisition of the whole company and gained spontaneous access toabsolute majority control over both directorship and managerial decisions.Due to the fact that the Company and MWBrands are generally respected for being one of the world’sleading seafood producers, once united as one larger group of companies, the Company is poised tobring about opportunities to manage and use the combined pool of economic resources to strategicadvantage of creating an enhanced business model. There are five major areas of possibleimprovements in operational aspect that the Company has an intention to focus on;1.) Optimization of fleet management: the Company plans to consolidate its fishing fleet withthat of MWBrands under the same management. Such mobilization of resources is expected tobring in additional economic benefits. Once completed, the post-enlarged capacity could be upto 45,000 tons per annum.2.) Yield improvement: Expertise in processing raw tuna contributed by the Company would helpimprove efficiencies in terms of enhanced yield recovery.3.) Relocation of canning facilities: Canning facilities currently operated under the managementof the Company could be made on transfer to MWBrands. The process is expected to helpMWBrands improve profitability through lower cost of direct raw materials.4.) Centralization and standardization of procurement process: The Company foresees theopportunity to reduce its non-fish raw material cost by centralize and standardize itsprocurement process5.) Stronger sale forces: Via the Company’s sales network in the European area, it should yieldadditional sales without significant cannibalization due to different markets between brandedmarket and private label.Referring to the aforementioned economic benefits that could be envisaged at the post transaction,the Company’s and MWBrands management team are of the view that these five major areas ofoperational improvements could lead to an additional EBITDA contribution of at least EUR 10 millionper annum by FY2013F. For conservative approach, the IFA incorporates the net impact of synergisticcontributions available up to EUR 10 million p.a. at post transaction with ceteris paribus and appliesthe same WACC and terminal growth. The following valuation result based on DCF approach can beillustrated below;Page 39

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.(EUR Million) 2011E 2012E 2013EEBITDA after Tax 1/ 76.1 82.7 92.7Change in Working Capital -7.3 -13.2 -10.6Capital Expenditures -17.6 -17.3 -14.4Free Cash Flow to Firm (FCFF) 51.1 52.2 67.7Present Value of FCFF 150.2Present Value of Terminal Value 730.4Fair Enterprise Value 880.5Note: 1/Figures are derived from information and related assumptions obtained from the Company, which isconsequently verified through management interview with the Company and reviewed and adjusted by the IFAdeemed appropriateReferring to the above summary, the fair enterprise value that has incorporated the net impact ofsynergies at the post transaction will amount to EUR 880.5 million. Sensitivity analysis conducted tomeasure the result of change in underlying assumptions at post transaction is provided below;Fair EnterpriseSensitivity Range Value (EURmillion)1. Incremental percentage change in sale volume -10.0% up to +10.0% 867.4 – 893.92. Long-term growth rate 0.0% - 2.0% 795.7 – 991.03. WACC 7.5% - 9.5% 863.9 – 902.0Taking into account the intersection of resulting enterprise value based on such sensitivity range, theappropriate enterprise value of MWBrands calculated with the net impact of synergies at posttransaction falls in a range of EUR 795.7 – 991.0 million.3.4 Other Method - Precedent Transactions ApproachPrecedent transactions can serve as another basis for determining the fair value of MWBrands. Suchmethodology is put into action by comparing past comparable merger & acquisition transactionscarried out specifically in the regional seafood market. A summary of precedent transactions is set outbelow;Date ofAnnouncementAcquiringCompanyTarget CompanyIndustryTransactionValue(EUR Million)EV/EBITDA(Time) *Dec-99 Bolton Group Saupiquet (France) Seafood 206 7.7Mar-02 Industri Kapital Labeyrie SA (France) Seafood 209 8.6Feb-04 Connors Bros Bumble Bee (US) Seafood 550 19.7Jan-06 Capvest Findus (UK) Frozen Food 550 11.4Heinz's Seafood BusinessFeb-06LBMB (France) Seafood 425 8.9Apr-06 Pan Fish Fjord Seafood (Norway) Seafood 799 9.5Jul-06 Premier Foods Campbell Soup Co. (UK) Canned Food 665 8.3Oct-06 Permira Iglo Birds Eye (UK) Frozen Food 1,653 8.8Nissin FoodNov-06Products Myojo Foods (Japan) Canned Food 198 8.9Dec-06 Maruha Group Inc Nichiro Corp (Japan) Seafood 775 14.7Jul-08 Lion Capital Food Vest Group (UK) Seafood 1,447 9.0Jul-08 Dongwon Starkist (US) Seafood 230 7.0Sep-08 Centre Partners Connors Bros (Canada) Seafood 464 7.7Sep-08 Austevoll Seafood Leroy Seafood (Norway) Seafood 633 10.5Page 40

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.Date ofAnnouncementAcquiringCompanyTarget CompanyIndustryTransactionValue(EUR Million)EV/EBITDA(Time) *Jul-09 Pinnacle Food Birds Eye Foods (US) Frozen Food 867 9.1Jul-10 Permira Findus (Italy) Frozen Food 805 9.1Jul-10 Lion Capital Picard Surgeles (France) Frozen Food 1,500 9.3Source: Factset, Capital IQ, Thompson and Press release* The ratio of Enterprise value to EBITDA prior to the acquisition dateSummary of Precedent Transaction Comparables Mean MedianEV/EBITDA Ratio 9.9 9.0The mean and median for EV/EBITDA ratio resulting from the selected precedent transactioncomparables as shown above equal 9.9 and 9.0 times respectively. Such ratio is relatively highercompared to the EV/EBITDA ratio under MWBrands acquisition transaction at 8.21 times historicalEBITDA.However, since the final price and respective EV/EBITDA ratio settled between seller and buyer andannounced to the public domain may reflect various factors specific to the context of each particulartransaction such as industry background, business model, structure of the vehicle and method ofacquisition, the size of interest being sought and ability to access the majority control over the targetcompany. Thus, the IFA is of the view that the precedent transaction comparables should not be usedas the main approach to determining the fair enterprise value of MWBrands.Page 41

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.Table Comparative Summary of the Enterprise Value Appraised under Various Valuation ApproachesValuation Approach Appraised Price Premium (Discount) of the Appropriateness Independent Financial Advisor’s view(EUR million) transaction price (%)1. Book Value Approach 559.4 21.6% Limitation This approach has limitation since it does not reflectfuture profitability capacity and market value ofoperating assets as they are recorded at cost.2. Market ComparablesApproach2.1 P/BV Approach 382.3-404.0 68.3% - 77.9% Limitation This method has limitation since it disregards the futureperformance of the company2.2 Historical P/E Approach 517.4 – 594.9 14.3% - 31.4% Limitation This method has limitation since it is based solely on theperformance in the specific period, does not take intoaccount of control premium, brand value and long-termmanagement decision.2.3 Forward P/E Approach 663.7 – 673.9 0.9% - 2.5% Limitation This method is better than Historical P/E approach sinceit use the forecasted performance as part of evaluation.However, it still has the same limitation as Historical P/Eapproach i.e. it is based solely on the performance inthe specific period, does not take into account of controlpremium, brand value and long-term managementdecision.2.4 Historical EV/EBITDAApproach636.8 – 723.7 (6.0%) – 6.8% Limitation This method normally is appropriate since it does notaffect by the different depreciation and amortizationprofile between the peers group. However, it still havethe limitation in this case since it base solely on theperformance in the specific period, does not take intoaccount of control premium, brand value and long-term2.5 Forward EV/EBITDAApproachmanagement decision.700.1 - 730.7 (6.9%) – (2.9%) Limitation This method also does not affect by the differentdepreciation and amortization profile between the peersgroup and incorporate future performance intocalculation. However, it has limitation in this case sinceit is based solely on the performance in the specificperiod, does not take into account of control premium,brand value and long-term management decision.Page 42

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.Valuation Approach3.. Discounted Cash FlowApproach (Pre-Synergy)4. Discounted Cash FlowApproach (Post-Synergy)Appraised Price(EUR million)Premium (Discount) of thetransaction price (%)Appropriateness Independent Financial Advisor’s view702.3 – 875.5 (22.3%) – (3.2%) Appropriate This method is appropriate as it reflects future businessoperation, control premium, brand value as well aspotential outlook in line with management decisions inlong-term basis.795.7 – 991.0 (31.4%) – (14.5%) Appropriate This method reflects the value from future businessoperation including potential synergies from theimprovement in MWBrands post transaction from TUF.However, albeit the appropriateness by nature of DCF,the approach taking potential synergies may not beused as optimal range to determine the fair valuation.Rather, it will be used as long-term target value.Page 43

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.The above valuation result could be summarized into graphical form as follow:Summary of Valuation Optimal rangeDCF (Post-Synergy)Acquisition Price EUR 680 mm795.7 991.0MethodDCF (Pre-Synergy)Forward EV/EBITDAHistorical EV/EBITDAForward PERHistorical PER702.3 875.5700.1 730.7636.8 723.7663.7 673.9517.4 694.9Historical P/BVBook Value382.3 404.0559.4Optim al RangeEUR 702.3 - 875.5 mmEUR Million200 300 400 500 600 700 800 900 1,000From the summary table and graph above, we have contemplated the optimal range of fairacquisition value of MWBrands based on comparison with our valuation results derived byvarious methodologies in which the Independent Financial Advisor have the opinion as follows:• The Discounted Cash flow (Pre-Synergy) approach is the most appropriate methodologiesto determine the fair value of MWBrands in the Transaction since it reflect both (i) controlpremium and (ii) brands value and the long-term business value from management decision- Control premium: TUF will acquire 100% shares in MWBrands and DCF approach is thebest approach to capture the value on the majority basis since it takes into account ofpotential cash flow generated to the major shareholders.- Brands Value and the long-term business value from management decision: DCFapproach can reasonably illustrate the business competency as well as futureperformance resulting from value of the long-term management decision and therevenue generating capacity from MWBrands market position.• For Discount Cash Flow (Post-Synergy) approach should be considered as the potentialupside value of MWBrands after the acquisition. However, since such synergy still subjectto future implementation, it should not be used as the main approach to determine the fairvaluation.• The Book Value Approach should not be used as the main approach to determine the fairenterprise value of MWBrands as it disregards the future performance of the company.• The Market Comparable Approach also have some limitation to evaluate the fair value ofMWBrands since it evaluates the value on the minority basis, base solely on the singleperiod performance and hence does not fully reflect the control premium, brand value andthe future value from management decision.In conclusion, the Independent Financial Advisor is of the view that the optimal range of thevaluation should be based mainly on the Discount Cash Flow Approach (Pre-Synergy).Therefore, based on the range of price appraised by Discounted Cash Flow Approach(Pre-Synergy), the Independent Financial Advisor is of the opinion that the acquisitionprice of EUR680 million is reasonable as it lies in our optimal range of EUR 702.3 millionto EUR 875.5 million. The acquisition price is considered to be the discount of 3.2-22.3%compared to the fair value dictated in our optimal range.Page 44

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.Part 3Opinion of the Independent Financial Advisor to the Voting of ShareholdersIt is of the opinion of the Independent Financial Advisor that the shareholders should approve thetransaction that TUF will acquire MWBrands with the consideration at the enterprise value of EUR 680million, as the objectives, rationales to enter into this transaction are reasonable and the acquisitionprice is fair as explained below:1. Reasonableness and Benefits from Entering into the TransactionIt is believed that with the acquisition of MWBrands will result in the delivery of the following benefits tothe Company and its shareholders:1. Opportunity to acquire one of the leading consumer seafood brands businesses in Europehaving a unique combination of a vertically integrated business model and leading iconicbrands in all of its markets.2. Opportunity to acquire the unique set-up delivering low cost producer status whichstrengthens the Company’s reputation as one of the world’s leading low cost canned tunaproducers3. Opportunity to create anticipated benefits from potential value creation created by thecombination of MWBrands and the Company’s business4. Opportunity to expand the Company’s business potential in ambient/shelf-stable seafoodcategory in European markets, which are the largest in the world5. Strengthening its reputation to be clear leader in tuna producers creating economies of scalesand bargaining power6. Well-established platform for other international reaches taking advantage of strategiclocations in Ghana and SeychellesBesides the reasonableness and benefits from entering into the transaction, the IFA has alsoconsidered the factors which could have impacts to the shareholders as set out below:1. Impact on financial performance from the acquisition and impact to financial status due toincrease in debt financing2. Impact on future dilution impact to existing shareholders due to potential conversion ofdebenture and the right offerings/private placement3. Impact on dividend payment capability due to financial covenants imposed from financialinstitutions4. Accounting Impact on the Company’s EPS post acquisition(The detail of the benefit and the impact from entering into the transaction has been outlined in thepart 2 of this report.)Page 45

The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.2. Fairness of the acquisition priceThe Independent Financial Advisor has conducted the valuation analysis on the fair acquisition priceof MWBrands. From analysis, the Independent Financial Advisor is of the view that the optimal rangeof the valuation should lie between EUR 702.3 million to EUR 875.5 million which is the result from thebase case of Discount Cash Flow Approach (Pre-Synergy) and its range arising from the sensitivityanalysisTherefore, the Independent Financial Advisor is of the opinion that the acquisition price of MWBrandsat the enterprise value of EUR 680 million is reasonable based upon the comparison of the acquisitionprice with the range of fair value determined under various applicable methodologies.The Independent Financial Advisor’s opinion for this transaction is based on the information providedby the Company, management interview including all other relevant information. In case that suchinformation or documents received or situations or assumptions are changed and have an adverseimpact, this may affect our opinion regarding this transaction. We cannot verify the correctness ofinformation if there is any significant change to the mentioned factors.We hereby certify that we have rendered our opinion regarding this tender offer with due care inaccordance with professional standard, taking into account the interest of the shareholders.- Kittisak Amornchairojkul - - Sittichai Mahaguna - .(Kittisak Amornchairojkul)(Sittichai Mahaguna)Acting Chief Executive Officer Head of Corporate Finance and Equity Capital Market.CIMB Securities (Thailand) Company LimitedPage 46