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.3.2.5 Forward Enterprise Value to Earnings before Interest, Tax, Depreciations andAmortizations Ratio (Forward EV/EBITDA)Similar to Historical EV/EBITDA Approach, the Forward EV/EBITDA approach calculates MWBrandsfair enterprise valuation by multiplying the company’s forecasted EBITDA for FY2011 with an averageForward EV/EBTIDA ratio of the comparable companies.Again, IFA has calculated the average Forward EV/EBITDA on the different intervals to avoid theeffect from the short-term movement in the market. We have calculated the Forward EV/EBITDA as at27 July 2010, which is the last trading day prior to TUF disclosing the Transaction information to publicas well as previous 30-day, 60-day, 90-day, 180-day and 360-day intervals. The calculation of theaverage peers’ Forward EV/EBITDA multiples are shown below:Local peersForwardEV/EBITDAAverage Forward EV/EBITDA ratioRatio27 July 2010 30-day 60-day 90-day 180-day 360-dayThai Union Frozen 9.02 8.52 8.35 8.10 7.62 7.30Asian Seafoods n/a n/a n/a n/a n/a n/aTropical Canning n/a n/a n/a n/a n/a n/aInternational peersMarine Harvest 5.95 5.78 6.13 6.45 6.79 6.84Nippon Suisan Kaisha 11.63 12.20 12.20 12.20 12.20 12.20Dongwon Industries 6.75 7.23 7.50 7.66 7.82 6.64Pacific Andes n/a n/a n/a n/a n/a n/aPeer Group AverageForward EV/EBITDASource: Bloomberg8.34 8.43 8.54 8.60 8.61 8.25The average Forward EV/EBITDA ratio derived from the above table is in a range of 8.25 – 8.61 times.Provided is the MWBrands forecasted EBITDA for FY2011 of EUR 84.9 million, the valuation resultunder this approach is thus calculated as the following (The details of financial projection prepared bythe IFA can be referred to in Section 3.3 Discounted Cash Flows Approach);27 Jul 10 30-day 60-day 90-day 180-day 360-dayAverage Peer Group Forward 8.34 8.43 8.54 8.60 8.61 8.25EV/EBITDAMultiply: MWBrands forecasted EBITDA 84.9 84.9 84.9 84.9 84.9 84.9for FY2011Enterprise Value of MWBrands 707.7 716.0 725.4 730.4 730.7 700.1Range of fair value underForward EV/EBITDA ApproachEUR 700.1- 730.7 millionFrom above calculation, the fair value of MWBrands enterprise value is in range of EUR 700.1- 730.7million. Compared to other ratio under the Market Comparable Approach, the Forward EV/EBITDA isconsidered to be the most appropriate method to evaluate the fair value of MWBrands since it doesnot be distorted by the difference in investment level of the company as the effect of the differentdepreciation and amortization expense level and also represent the future cash flow of the company.Page 31