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.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
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Opinion of the Independent Financial Advisor - Investor Relations

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