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.Fair EnterpriseSensitivity Range Value (EURmillion)1. Incremental percentage change in sale volume -10.0% up to +10.0% 764.3 - 790.82. Long-term growth rate 0.0% - 2.0% 702.3 - 875.53. WACC 7.5% - 9.5% 762.8 - 796.5Based on the sensitivity analysis as presented above, taking into account the intersected area ofsensitivity range for these factors by adjusting overall sale volume in both upward and downwarddirection for an incremental 10%, varying long-term growth rate and WACC from 0.0% to 2.0% andfrom 7.5% to 9.5% respectively, the appropriate enterprise value of MWBrands calculated from theDiscount Cash Flow Approach (Pre-Synergy) falls in a range of EUR 702.3 – 875.5 million.3.3.2 Discount Cash Flow Approach (Post-Synergy)Potential Synergies Contribution at the Post TransactionThe fair enterprise value resulting from DCF approach as demonstrated in details all above is basedon the underlying business fundamentals and future earnings attributable to MWBrands as a standalonegroup of companies at the pre transaction. In other words, the fair enterprise value evaluatedfrom the aforementioned discount cash flow approach does not take into consideration any synergy oreconomic benefits that may arise at the post transaction from MWBrands by which the Companywould have attempted strategic acquisition of the whole company and gained spontaneous access toabsolute majority control over both directorship and managerial decisions.Due to the fact that the Company and MWBrands are generally respected for being one of the world’sleading seafood producers, once united as one larger group of companies, the Company is poised tobring about opportunities to manage and use the combined pool of economic resources to strategicadvantage of creating an enhanced business model. There are five major areas of possibleimprovements in operational aspect that the Company has an intention to focus on;1.) Optimization of fleet management: the Company plans to consolidate its fishing fleet withthat of MWBrands under the same management. Such mobilization of resources is expected tobring in additional economic benefits. Once completed, the post-enlarged capacity could be upto 45,000 tons per annum.2.) Yield improvement: Expertise in processing raw tuna contributed by the Company would helpimprove efficiencies in terms of enhanced yield recovery.3.) Relocation of canning facilities: Canning facilities currently operated under the managementof the Company could be made on transfer to MWBrands. The process is expected to helpMWBrands improve profitability through lower cost of direct raw materials.4.) Centralization and standardization of procurement process: The Company foresees theopportunity to reduce its non-fish raw material cost by centralize and standardize itsprocurement process5.) Stronger sale forces: Via the Company’s sales network in the European area, it should yieldadditional sales without significant cannibalization due to different markets between brandedmarket and private label.Referring to the aforementioned economic benefits that could be envisaged at the post transaction,the Company’s and MWBrands management team are of the view that these five major areas ofoperational improvements could lead to an additional EBITDA contribution of at least EUR 10 millionper annum by FY2013F. For conservative approach, the IFA incorporates the net impact of synergisticcontributions available up to EUR 10 million p.a. at post transaction with ceteris paribus and appliesthe same WACC and terminal growth. The following valuation result based on DCF approach can beillustrated below;Page 39