Opinion of the Independent Financial Advisor - Investor Relations

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