Berli Jucker Public Company Limited Investor Presentation June 2016 - PowerPoint PPT Presentation

Berli Jucker Public Company Limited Investor Presentation June 2016 1

Disclaimer The following presentation may contain forward looking statements by the management of Berli Jucker Public Company Limited (“BJC”), relating to financial or other trends for future periods, compared to the results for previous periods. Some of the statements contained in this presentation that are not historical facts are statements of future expectations with respect to the financial conditions, results of operations and businesses, and related plans and objectives. Forward looking information is based on management’s current views and assumptions including, but not limited to, prevailing economic and market conditions. These statements involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those in the statements as originally made. Such statements are not, and should not be constructed as a representation as to future performance of BJC. In particular, such targets should not be regarded as a forecast or projection of future performance of BJC. It should be noted that the actual performance of BJC may vary significantly from such targets. 2

Today’s Presenters Rumpa Kumhomreun Rumpa Kumhomreun Rumpa Kumhomreun Aswin Techajareonvikul CFO and Vice President of CFO and Vice President of CFO and Vice President of CEO & President of BJC Accounting & Finance of Big C Accounting & Finance of Big C Accounting & Finance of Big C Passana Uthaisangchai Rami Piirainen Nutt-Hathai Thanachaihirunsiri Director of Special Projects of Director of Investor Relations of Vice President, Investor Relations Big C Big C & Portfolio Management of BJC 3

Table of Contents Section 1 Resolutions Proposed to EGM Section 2 Context and Rationale for Big C Acquisition Section 3 Our Strategy for Sustainable Growth 4

Section 1 Resolutions Proposed to EGM 5

Resolutions Proposed to EGM Company Berli Jucker Public Company Limited (“BJC”)  Listing Venue  Stock Exchange of Thailand (“SET”)  Private Placement: Up to 800,000,000 shares Offering Structure First Rights Offering: Up to 1,600,000,000 shares (1)  Current Shares Outstanding 1,592,211,000  Subscription Ratio (2)  1 : 1 Private Placement: Not less than Rights Offering Price or 10% discount to Market Price or  Offering Price price obtained from book building process (3)  Rights Offering: THB 35 per share  For the first subscription, TCC Corporation intends to subscribe for the newly-issued ordinary TCC Undertaking shares proportionate to its shareholding proportion and remaining unsubscribed shares provided that the subscription does not trigger the mandatory tender offer requirements  For capital restructuring and the refinancing of the loan relating to BJC’s acquisition of Use of Proceeds a 97.9% stake in Big C Supercenter pcl Notes 1. Remaining shares from Private Placement and First Rights Offering may be placed in subsequent Rights Offering exercises 2. For first subscription 6 3. Market Price defined as weighted average price of shares trading on the Stock Exchange of Thailand for 7 but not more than 15 consecutive trading days

Private Placement and Rights Offering Timetable Time Event May 25, 2016  BOD approves capital increase, bond issuance and loan Jun 8, 2016 Delivery of EGM invitation and supporting documents  Jun 9, 2016  Record Date for EGM and Rights Offer Jun 10, 2016  Books Closure Date for EGM and Rights Offer Jun 29, 2016  EGM Jun 30, 2016  Announcement of EGM meeting resolution July 13-15, 20-21, 2016  Rights Offering Subscription Period 7

Capital Structure and Dividend Policy  Pro-forma capitalisation plan is expected to have leverage of 1.5x  Long-term target net debt / EBITDA of 5.0x and target net debt to equity of 1.0x by 2020 Financing Structure – PF Debt Buildup and Deleveraging Components THB MM 1 55,728 81,313 2 ≥ 28,000 3 239,728 ≤ 158,415 156,000 (1) (3) (4) BJC Existing Consideration for PF Net Debt BJC Rights Offering BJC Private Placement Debt (2) Net Debt 39.4% of Big C in MTO Implied x PF Shareholders’ 1.6x 0.8x 2.4x 0.6x 0.3x 1.5x Equity (5) Notes 1. As of 31 March 2016; post acquisition of 58.6% of Big C from Casino (consolidating Big C net debt) 2. 250.26 per share; 324.9MM shares (39.4% of 825MM shares) 3. 1:1 Rights Offering at THB35.00 per share approximate figure 4. 800MM shares at no less than THB35.00 per share 8 5. PF Shareholders’ Equity ( THB100.7Bn ) = Shareholders’ Equity as of 31 March (THB16.9Bn) + Proceeds from Rights Offering (THB55.7Bn) + Proceeds from Private Placement ( ≥ THB28.0Bn)

Section 2 Context and Rationale for Big C Acquisition 9

BJC at a Glance Long History of Outstanding Performance Pioneering Robust Track 1 2 Heritage of Over Record of JVs 130 Years Strong Strong Track 4 3 Management Record of Performance Acquisitions 10

1/2 A Pioneering Heritage of Over 130 Years  Since its inception in 1882, BJC has evolved from a supply chain and distribution powerhouse to a leading integrated retail platform in ASEAN with strong manufacturing and distribution capability … to being the Preferred Partner of Choice of Global From Our Origins in Import/Export… Companies for Marketing and Distribution in Thailand  Founded in 1882 as “ Jucker & Sigg & Co.”  One of the first seven companies listed on Stock Exchange of  Established to export rice and teak wood Thailand in 1975  Relentless expansion into manufacturing & packaging  Among the first Thai companies to have joint venture with foreign  TCC Group became our major shareholder in 2001 investors  Formed JV with Australian Consolidated Industries, now Owen- Illinois (NYSE: OI) in 1972 In 1951, partnered with ACI to form Thai Glass Industries (100% owned by BJC since 1992) 50:50 JV with Ball Corporation (NYSE:BLL) to establish aluminum can factory in Vietnam 50% JV with OI to manage Vietnam’s largest glass container manufacturer 50% JV with OI to manage Malaysia’s largest glass container manufacturer 11

Strong Acquisition Track Record and Outstanding Management 3/4 Experience Strong History of Successful Acquisitions… … Based on an Outstanding Management Record Top management team with over 158 years of combined   Acquired 100% of Malaya Glass Products from experience with average of 20 years tenure at BJC Fraser & Neave in 2010 (through JV with OI) Delivered strong shareholder return: 2002 – 2007, 2007-2015,  Total acquisition size: US$345MM (~THB11,385MM)  2008-2015 annual TSR of 25.8%, 26.4%, 39.5% (1) respectively Newly acquired companies deliver average sales growth of 17.1%   Acquired 75% of Thai Corp, a leading distributor of CAGR within the first 5 years after acquisition consumer products in Southern Vietnam in 2010  Total acquisition size: US$6.5MM (~THB229MM) Sales (2) THB MM Acquired 100% of Asia Books, Southeast Asia’s 42,893  22,243 largest English bookstore in 2011 19,162 11,867 Total acquisition size: US$34MM (~THB1,195MM)  with IRR of 16.2% 2002 2007 2008 2015 EBITDA (2)  Acquired 65% of Thai An, one of the leading distributors of consumer products in Northern THB MM Vietnam in 2013 6,487  Total acquisition size: US$28MM (~THB989MM) 2,876 2,941 1,811  Acquired 100% of Thai Dairy (formerly known as 2002 2007 2008 2015 Danone Dairy Thailand) in 2015, after initial JV with Market Cap (3) France’s Groupe Danone in 2012 THB MM 55,728 Acquired 98% of Big C Supercenter in 2016  10,958 7,064 6,384 Total acquisition size: US$5.8Bn (~THB203,474MM)  2002 2007 2008 2015 Notes 1. Source: Bloomberg on annualised basis, assuming dividends are reinvested in the stock at share price at dividend payment date 2. Excluding Big C 12 3. As of 31 December in each corresponding year

Rationale for Big C Acquisition Big C Acquisition as the Natural Next Stepping Stone to Become a Distribution and Retailing Leader in the Region Big C Acquisition as a Rapid Growth Opportunity  Expansion of retail network has been an integral part of BJC’s strategy since 2010 Creates 3 rd largest grocery retail group in Southeast 1 Asia  Participated in bid for Carrefour assets in 2010/11 Strong Big C Brand, fully owned now by BJC 2 Multiple formats offering opportunities for expansions 3 in Thailand and ASEAN  Built own retail start-up from scratch, operating 2 hypermarkets upcountry Full value chain integration from raw materials to end- 4 consumer  Started to build suitable retail networks in Vietnam and Laos 5 Significant synergies to be captured 13