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.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
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