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.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
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