Opinion of the Independent Financial Advisor - Investor Relations

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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
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Opinion of the Independent Financial Advisor - Investor Relations

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