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 above valuation result could be summarized into graphical form as follow:Summary of Valuation Optimal rangeDCF (Post-Synergy)Acquisition Price EUR 680 mm795.7 991.0MethodDCF (Pre-Synergy)Forward EV/EBITDAHistorical EV/EBITDAForward PERHistorical PER702.3 875.5700.1 730.7636.8 723.7663.7 673.9517.4 694.9Historical P/BVBook Value382.3 404.0559.4Optim al RangeEUR 702.3 - 875.5 mmEUR Million200 300 400 500 600 700 800 900 1,000From the summary table and graph above, we have contemplated the optimal range of fairacquisition value of MWBrands based on comparison with our valuation results derived byvarious methodologies in which the Independent Financial Advisor have the opinion as follows:• The Discounted Cash flow (Pre-Synergy) approach is the most appropriate methodologiesto determine the fair value of MWBrands in the Transaction since it reflect both (i) controlpremium and (ii) brands value and the long-term business value from management decision- Control premium: TUF will acquire 100% shares in MWBrands and DCF approach is thebest approach to capture the value on the majority basis since it takes into account ofpotential cash flow generated to the major shareholders.- Brands Value and the long-term business value from management decision: DCFapproach can reasonably illustrate the business competency as well as futureperformance resulting from value of the long-term management decision and therevenue generating capacity from MWBrands market position.• For Discount Cash Flow (Post-Synergy) approach should be considered as the potentialupside value of MWBrands after the acquisition. However, since such synergy still subjectto future implementation, it should not be used as the main approach to determine the fairvaluation.• The Book Value Approach should not be used as the main approach to determine the fairenterprise value of MWBrands as it disregards the future performance of the company.• The Market Comparable Approach also have some limitation to evaluate the fair value ofMWBrands since it evaluates the value on the minority basis, base solely on the singleperiod performance and hence does not fully reflect the control premium, brand value andthe future value from management decision.In conclusion, the Independent Financial Advisor is of the view that the optimal range of thevaluation should be based mainly on the Discount Cash Flow Approach (Pre-Synergy).Therefore, based on the range of price appraised by Discounted Cash Flow Approach(Pre-Synergy), the Independent Financial Advisor is of the opinion that the acquisitionprice of EUR680 million is reasonable as it lies in our optimal range of EUR 702.3 millionto EUR 875.5 million. The acquisition price is considered to be the discount of 3.2-22.3%compared to the fair value dictated in our optimal range.Page 44
The Opinion of the Independent Financial Advisor on the Asset Acquisition of Thai Union Frozen Products Plc.Part 3Opinion of the Independent Financial Advisor to the Voting of ShareholdersIt is of the opinion of the Independent Financial Advisor that the shareholders should approve thetransaction that TUF will acquire MWBrands with the consideration at the enterprise value of EUR 680million, as the objectives, rationales to enter into this transaction are reasonable and the acquisitionprice is fair as explained below:1. Reasonableness and Benefits from Entering into the TransactionIt is believed that with the acquisition of MWBrands will result in the delivery of the following benefits tothe Company and its shareholders:1. Opportunity to acquire one of the leading consumer seafood brands businesses in Europehaving a unique combination of a vertically integrated business model and leading iconicbrands in all of its markets.2. Opportunity to acquire the unique set-up delivering low cost producer status whichstrengthens the Company’s reputation as one of the world’s leading low cost canned tunaproducers3. Opportunity to create anticipated benefits from potential value creation created by thecombination of MWBrands and the Company’s business4. Opportunity to expand the Company’s business potential in ambient/shelf-stable seafoodcategory in European markets, which are the largest in the world5. Strengthening its reputation to be clear leader in tuna producers creating economies of scalesand bargaining power6. Well-established platform for other international reaches taking advantage of strategiclocations in Ghana and SeychellesBesides the reasonableness and benefits from entering into the transaction, the IFA has alsoconsidered the factors which could have impacts to the shareholders as set out below:1. Impact on financial performance from the acquisition and impact to financial status due toincrease in debt financing2. Impact on future dilution impact to existing shareholders due to potential conversion ofdebenture and the right offerings/private placement3. Impact on dividend payment capability due to financial covenants imposed from financialinstitutions4. Accounting Impact on the Company’s EPS post acquisition(The detail of the benefit and the impact from entering into the transaction has been outlined in thepart 2 of this report.)Page 45
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Opinion of the Independent Financial Advisor - Investor Relations

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