Information Memorandum on the Connected Transaction and the Assets Disposition Transaction of Berli Jucker Public Company Limited (List 2) (Enclosure No. 2)

Apr 7, 2026 at 8:39 AM UTC · Issued by Berli Jucker Public Co. Ltd.

(-Translation-)

Information Memorandum on the Connected Transaction and the Assets Disposition Transaction of Berli Jucker Public Company Limited (List 2)

The Board of Directors' Meeting of Berli Jucker Public Company Limited (the "Company") No.1/2026, which was held on Tuesday, 24 February 2026, resolved to approve and to propose to the shareholders' meeting to consider and approve the sale of the assets of the Company and its subsidiaries (as listed in Items 1 -11 of Attachment 1 (List of Relevant Subsidiaries)), comprising vacant lands and lands with buildings which are not used in business operations and/or not generating profit, totaling 33 items, as detailed in Attachment 2 (List of Sale Assets) (the "Sale Assets"), through the direct sale of 32 assets and the sale of shares of a subsidiary possessing lands with buildings (unless a purchaser wishes to directly purchase the assets of BCX instead of purchasing its shares). In this regard, the disposal of each Sale Asset of the Company and its subsidiaries shall be conducted independently and shall not be conditional upon one another.

In addition, the Board of Directors' Meeting resolved to approve and to propose to the shareholders' meeting to authorise the Management Board of the Company, whose names are listed in Clause 21.1, to procure the purchaser(s) of the Sale Assets and to consider the sale of each item of the Sale Assets to the purchaser offering the most favorable price to the Company and/or its subsidiaries (the "Purchaser"). Such Purchaser may be a third party and/or a connected person, subject to minimum pricing framework equals to the average appraised value as opined by the independent financial advisor (IFA). The Company and its subsidiaries shall enter into the relevant sale and purchase agreements for the Sale Assets with the Purchaser within 31 July 2026 which is the period during the relevant asset appraisal report remains valid (the "Transaction Period"). In this regard, the Company will report the progress of entering into the sale and purchase agreements for the Sale Assets of the Company and its subsidiaries with the purchaser to the Stock Exchange of Thailand (the "SET") within 30 days from the expiration of the Transaction Period.

The proposed transactions will be proposed to the shareholders' meeting for consideration in two cases:

To consider and approve the disposal of assets of the Company and its subsidiaries where the purchaser is not a connected person; and
To consider and approve the disposal of assets of the Company and its subsidiaries where the purchaser is a connected person.

In this regard, the agenda to consider and approve the disposal of assets of the Company and its subsidiaries, in both cases as mentioned above, shall be independent from each other and shall not be conditional upon one another. If any agenda is not approved by the shareholders' meeting, the approved agenda shall remain fully effective, or the Company may propose another agenda to the shareholders' meeting for consideration (as the case may be).

In addition, in the event that the Company and/or its subsidiaries are unable to procure the Purchaser or do not enter into the relevant sale and purchase agreement within the Transaction Period, the Company and its subsidiaries shall comply with the Notification on Acquisition or Disposition of Assets and the Notifications on Connected Transaction again.

The details of the transactions are as follows:

Direct Sale of Assets by the Company and its Subsidiaries
The Company and 10 subsidiaries of the Company, as listed in Items 1 - 10 of Attachment 1 (List of Relevant Subsidiaries) (collectively referred to as the "Sellers of Assets"), will sell certain vacant lands and lands with buildings, totaling 32 items, as detailed in item 2.1 (List of Direct Sale Assets) of Attachment 2 (collectively referred to as the "Direct Sale Assets"), to the Purchaser at the total purchase price of not less than THB 11,016 million (the "Sale of Lands and Buildings Transaction").
In addition, the Sellers of Assets, namely TGI, BJF and RIL, which are subsidiaries of the Company, will only sell the Direct Sale Assets Items 10.1 (only Title Deed No. 18667), 7 and 9.2 under Item 2.1 (List of Direct Sale Assets) of Attachment 2 (respectively), to the Purchaser who accepts the conditions that the vacant lands and/or lands with buildings (as the case may be) will be leased back from the Purchaser after the transfer of ownership (Sale and Lease Back) at an arm's-length rental rate and on arm's-length commercial terms, whereby TGI will lease back the vacant lands for use in sand trading, and BJF and RIL will lease back the lands with buildings for a temporary use in the operation during the planning phase on the construction of their new factories, which are expected to take approximately 3 years to complete. At present, BJF and RIL have already acquired vacant lands for the construction of such new factories. The details of the vacant lands and lands with buildings to be leased back are set out in Items 10.1 (only the title deed no. 18667), 7 and 9.2 under Item 2.1 (List of Direct Sale Assets) of Attachment 2 (respectively) (collectively referred to as the "Sale and Lease Back Transaction")
Sale of Assets through the Sale of Shares in Subsidiaries

BJCCON, a subsidiary of the Company (details as specified in Item 2 of Attachment 1 (List of Relevant Subsidiaries)) (the "Seller of Shares"), will sell 41,400,000 ordinary shares in BCX held by BJCCON, representing 100.00 percent of the total issued shares of BCX (details as set out in Item 2.2 (List of Sale Assets through the Sale of Shares in Subsidiaries) of Attachment 2) (the "Sale Shares") to the Purchaser, at the total purchase price of not less than THB 715 million. Currently, BCX operates a warehouse leasing business and provides seminar and training services and owns two plots of land with buildings thereon, (The details are set out in Item 2.2(4) (Information regarding the Asset held by BCX) of Attachment 2) ("Assets of BCX") (collectively referred to as the "Sale of BCX Ordinary Shares Transaction"). In this regard, in the event that the Purchaser wishes to directly purchase the Assets of BCX instead of acquiring the Sale Shares, the Management Board shall have the authority to consider and approve the sale of Assets of BCX to such Purchaser at the total purchase price of not less than THB 827.50 million, within the Transaction Period and under the terms and conditions as approved by the shareholders' meeting of the Company.

In this regard, the Company is open to considering the type of sale of the Assets of BCX through both the sale of ordinary shares and the sale of assets, as BCX does not conduct any business other than holding such assets (which is different from the other Sale Assets, where the Seller of Assets continue to engage in other business activities in addition to holding the Sale Assets). In this regard, the Management Board shall consider and select the transaction type and the Purchaser(s) that will enable the Company to receive the highest net cash inflow (after deducting relevant expenses and taxes). The Company will consider the conditions proposed by each Purchaser within the Transaction Period and in accordance with the conditions approved by the shareholders' meeting of the Company.

The Sale of Lands and Buildings Transaction and the Sale of BCX Ordinary Shares Transaction are hereinafter collectively referred to as the "Disposal of Assets Transactions", representing the total transaction value of not less than THB 11,731 million.

The Disposal of Assets Transactions constitute a disposal of assets transaction under the Notification of the Capital Market Supervisory Board No. TorJor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets (as amended) and the Notification

of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or Disposal of Assets B.E. 2547 (2004) (as amended) (collectively referred to as the "Notifications on Acquisition or Disposal of Assets").

The sizes of the Disposal of Assets Transactions are detailed as follows:

The Sale of Lands and Buildings Transaction, has the highest transaction size of 3.29 percent, calculated based on the total value of consideration criterion, and based on the assumption that the Company and the relevant subsidiaries dispose of all Direct Sale Assets at the average appraised value; and
The Sale of BCX Ordinary Shares Transaction has the highest transaction size of 0.40 percent, calculated based on the net tangible assets criterion, and based on the assumption that BJCCON disposes of the Sale Shares of BCX using the adjusted book value approach. In this regard, in the case of the direct sale of the Assets of BCX (instead of the sale of the Sale Shares), the highest transaction size shall be 0.25, calculated based on the total value of consideration criterion and on the assumption that BJCCON is able to sell the Assets of BCX at the average appraised value.

Remarks: "Average Appraised Value" means the average appraised value of the Direct Sale Assets and the Assets of BCX, based on appraisals conducted by two independent appraisers approved by the Office of the Securities and Exchange Commission, namely 15 Business Advisory Co., Ltd. and Knight Frank Chartered (Thailand) Co., Ltd., as of 30 January 2026 and 27 January 2026, respectively. The details of the appraised value are set out in item 3.1 (Total Value of Consideration of the Direct Sale Assets) of Attachment 3.

The calculation of the transaction size of the Disposal of Assets Transactions is based on the consolidated financial statements of the Company audited by the certified accountant for the fiscal year ended 31 December 2025 (The Company and its subsidiaries have not entered into any other disposal of assets transactions required to be aggregated for calculation of the transaction size under the Notifications on Acquisition or Disposal of Assets during the six-month period prior to the date on which the Board of Directors approved the entry into this transaction). The total highest transaction size of these two transactions above (in accordance with the total value of consideration criterion which has the highest result) is equal to 3.50 percent, which is lower than 15 percent. Therefore, the Company is not required to comply with the requirements under the Notifications on Acquisition or Disposal of Assets in respect of such Disposal of Assets Transactions of the Company.

In this regard, the Sale and Lease Back Transaction constitutes an acquisition of assets transaction under the Notifications on Acquisition or Disposal of Assets. As the transaction size is small, it falls under the authority of the management to approve such transaction and does not require an approval from the Board of Directors.

However, in the case where TCC Group and/or other connected persons (collectively referred to as the "TCC Group" or the "Connected Person Purchaser") is the Purchaser, the Disposal of Assets Transactions and the Sale and Lease Back Transaction (only in respect of the items of which TCC Group is the purchaser) will constitute connected transactions under the Notification of the Capital Market Supervisory Board No. TorJor. 21/2551 Re: Rules on Connected Transactions and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions B.E. 2546 (2003) (collectively referred to as the "Notifications on Connected Transactions").

In this regard, in the event that TCC Group is the purchaser of all the Direct Sale Assets, the Disposal of Assets Transactions will result in the highest aggregate size of the connected transactions equals to 17.92 percent of the net tangible assets of the Company (based on the assumption that the Company and the relevant subsidiaries dispose of all Direct Sale Assets at the average appraised value and that BJCCON disposes of the Sale Shares of BCX at the fair value determined under the adjusted

book value approach), which exceeds 3 percent of the net tangible assets of the Company, with reference to the consolidated financial statements of the Company audited by the certified accountant for the year ended 31 December 2025 (The Company and its subsidiaries have not entered into any other connected transactions required to be aggregated for calculation of the transaction size under the Notifications on Connected Transactions during the six-month period prior to the date on which the Board of Directors approved the entry into this transaction). Accordingly, the Company is required to proceed as follows:

To disclose the information memorandum in relation to the Disposal of Assets Transactions to the SET in accordance with the Notifications on Connected Transactions;
To appoint an independent financial advisor (IFA) to provide its opinion on the Disposal of Assets Transactions to the shareholders of the Company, and to submit such opinion to the Office of the Securities and Exchange Commission (the "SEC"), the SET, and the shareholders of the Company.
In this regard, the Company has appointed Jay Capital Advisory Limited, a financial advisor approved by the SEC, to act as the independent financial advisor to provide its opinion on the Disposal of Assets Transactions; and
To convene a shareholders' meeting of the Company to obtain approval for entry into the Disposal of Assets Transactions, with a vote of not less than three-fourths of the total votes of the shareholders attending the meeting and entitled to vote, excluding the votes of the interested shareholders from the calculation base.

In addition, in the event that TCC Group is the Purchaser of the Direct Sale Assets, which requires the lease-back as a condition of the sale proposal, the Sale and Lease Back Transaction will constitute a connected transaction under the category of a transaction in support of ordinary business with arm's-length commercial terms pursuant to the Notifications on Connected Transaction, which is under the authority of the management to proceed.

However, since the highest transaction size of the Disposal of Assets Transactions remains uncertain, as the Board of Directors has resolved to propose to the shareholders' meeting to determine a minimum sale price equal to the average appraised value without specifying a maximum price threshold, the Company therefore deems it appropriate to disclose information memorandum regarding the Disposal of Assets Transactions to the SET, appoint an independent financial advisor (IFA) to provide an opinion on the Disposal of Assets Transactions, namely the Sale of Lands and Buildings Transaction and the Sale of BCX Ordinary Shares Transaction to the shareholders of the Company, and convene a shareholders' meeting of the Company to obtain approval for the Disposal of Assets Transactions by a vote of not less than three-fourths of the total votes of the shareholders attending the meeting and entitled to vote, excluding the votes of the interested shareholders from the calculation base, as if the Disposal of Assets Transactions were classified as a class 1 transaction, i.e., a transaction with a transaction size equals to 50 percent or higher but not exceeding 100 percent under the criteria prescribed in the Notifications on Acquisition or Disposal of Assets, at the same time.

The Company hereby discloses information regarding the Disposal of Assets Transactions in accordance with the Notifications on Connected Transactions and the Notifications on Acquisition or Disposal of Assets as follows:

Transaction Date
The Board of Directors' Meeting No. 1/2026, held on Tuesday, 24 February 2026, resolved to approve the entry into the Disposal of Assets Transactions by the Company and its subsidiaries as the Seller of Assets and the Seller of Shares (Details of the Disposal of Assets Transactions are set out in Clause 3 (General Description of the Transactions). The Company and each of its subsidiaries acting as the Seller of Assets and the Seller of Shares will enter into the relevant agreements relating to the Disposal of Assets Transactions with the Purchaser. The Company and its subsidiaries will, submit the proposals to the potential purchasers with the key terms divided into five sub-groups as follows: (1) Vacant Land Sale and Purchase Agreement; (2) Vacant Land Sale and Purchase Agreement with Lease-back Arrangement; (3) Land and Building Sale and Purchase Agreement; (4) Land and Building Sale and Purchase Agreement with Lease-back Arrangement; and (5) Share Purchase Agreement. Details are set out in the summary table of the key terms of the proposals set out in Clause 3 (General Description of the Transactions)
The Company and its subsidiaries shall enter into the relevant sale and purchase agreements for the Sale Assets within the Transaction Period which is the period during the relevant asset appraisal report remains valid. In this regard, the Disposal of Assets Transactions shall occur after (1) the Company and/or the selling subsidiaries have completed the relevant agreed terms with the Purchaser within the framework of the key terms of the proposals as specified in the summary table of the key terms in Clause 3 (General Description of the Transactions), and (2) the conditions precedent as specified in the relevant agreements have been fully satisfied or waived by the relevant parties. The disposal of each item of the Sale Assets by the Company and its subsidiaries shall be independent from one another and shall not be conditional upon one another. The Purchaser may be a third party and/or a connected person of the Company.
In this regard, the Company shall report the progress regarding the execution of the sale and purchase agreements for the Sale Assets of the Company and its subsidiaries with the Purchaser(s) to the SET within 30 days from the end of the Transaction Period.

Related Parties and Relationship with the Company

Since the Disposal of Assets Transactions comprise the entry into the Sale of Lands and Buildings Transaction and the Sale of BCX Ordinary Shares Transaction, the Company and each of its subsidiaries will enter into the agreement directly with the Purchaser. The details of the relevant parties and their relationship with the Company, categorized by each group of agreements, are as follows:

No.	Agreement	Seller	Purchaser
			In the case where the Purchaser is a Third-Party	In the case where the Purchaser is a Connected Person
1	Vacant Land Sale and Purchase Agreement		Purchaser: An individual or a juristic person who is not a connected person of the Company (the Third-Party Purchaser") Relationship between the	Purchaser: TCC Group and/or other connected persons Relationship between the Purchaser and the Company: The Purchaser is a connected person of the Company under the
2	Vacant Land Sale and	TGI

The Company
BIG C
BJCCON
BJS
MARBLE
RIL
TGI

No.	Agreement	Seller	Purchaser
			In the case where the Purchaser is a Third-Party	In the case where the Purchaser is a Connected Person
	Purchase Agreement with Lease-back Arrangement		Purchaser and the Company: -None -	Notifications on Connected Transactions
3	Land and Building Sale and Purchase Agreement
4	Land and Building Sale and Purchase Agreement with Lease-back Arrangement
5	Share Purchase Agreement	BJCCON

The Company
BIG C
T9
TGI
WAT7
WG

General Description of the Transactions

The Company and its subsidiaries (as listed in Items 1 - 10 of Attachment 1 (List of Relevant Subsidiaries)) will enter into the Disposal of Assets Transactions comprising the vacant lands and lands with buildings which are not used in business operations and/or not generate the profit , totaling 33 items (details as set out in Attachment 2 (List of Sale Assets)), through the direct sale of 32 assets and the sale of shares in a subsidiary possessing lands with buildings, (unless a purchaser wishes to directly purchase the Assets of BCX instead of purchasing its shares), by assigning the Management Board of the Company, whose names are listed in Clause 21.1, to procure the Purchaser(s) of the Sale Assets and to consider the sale of each item of the Sale Assets to the Purchaser offering the most favorable price to the Company and/or its subsidiaries, subject to minimum pricing framework equals to the average appraised value as opined by the independent financial advisor (IFA). The Company and its subsidiaries shall enter into the relevant sale and purchase agreements for the Sale Assets with the Purchaser within the Transaction Period which is the period during the relevant asset appraisal report remains valid.

In this regard, whether the Disposal of Assets Transactions is entered into with the Third-Party Purchaser or the Connected Person Purchaser, the proposals for the Sale Assets shall contain substantially the same key terms and conditions, the summary details of which are as follows:

Direct Sale of Assets by the Company and Its Subsidiaries

The key terms of the sale proposal for the Sale of Lands and Buildings Transaction, totaling 32 items, can be summarized by categorizing the agreements into four groups according to the types of agreements, as follows:

Group 1: Vacant Land Sale and Purchase Agreement (for the Direct Sale Assets items 1.1, 1.2, 2.1, 3, 4, 5.1, 5.2, 9.1 and 10.2 - 10.6 of Item 2.1 (List of Direct Sale Assets) of Attachment 2

Parties
Sale Assets	Vacant lands Items 1.1, 1.2, 2.1, 3, 4, 5.1, 5.2, 9.1 and 10.2 - 10.6 of Item 2.1 (List of Direct Sale Assets) of Attachment 2 owned by each relevant Seller of Assets, including fruits of the sale assets, real rights in the property, and/or encumbrances attached to such land (collectively referred to as the "Group 1 Direct Sale Assets")
Key Conditions Precedent
	(2) The shareholders' meeting of BIG C has resolved to approve the sale of the Group 1 Direct Sale Assets owned by BIG C and its subsidiaries, being Group 1 Sellers of Assets, to the Group 1 Purchasers of Assets;
	(3) The Group 1 Sellers of Assets have obtained consent from other relevant persons or counterparties, in the event that the Group 1 Sellers of Assets or their affiliates are obligated to obtain such consent prior to entering into this transaction (if any); and
	(4) Only in the case of sale of asset item 1.2
	The Company has entered into an agreement to assign its rights and obligations (as lessor) under the lease agreements between the Company (as lessor) and RIL (as lessee) (the "Lease Agreement with RIL") to the relevant Group 1 Purchasers of Assets and RIL (as lessee), effective from the Closing Date (collectively referred to as the "Conditions Precedent relating to the Lease Agreement with RIL").
Purchase Price	Details of the purchase price of the Group 1 Direct Sale Assets are specified in Item 1.1, 1.2, 2.1, 3, 4, 5.1, 5.2, 9.1, and 10.2 - 10.6 under Item 3.1 (Total Value of Consideration of the Direct Sale Assets) of Attachment 3.
Payment Terms of Purchase Price	The Group 1 Purchasers of Assets shall pay the purchase price for the Group 1 Sale Assets to the Group 1 Sellers of Assets in cash and in full on the closing date.

The Company and its subsidiaries namely BIG C, BJCCON, BJS, MARBLE, RIL and TGI (collectively referred to as "Group 1 Sellers of Assets") (as the sellers) and
The Third-Party Purchaser and/or the Connected Person Purchaser (collectively referred to as the "Group 1 Purchasers of Assets") (as the purchaser)

The shareholders' meeting of the Company has resolved to approve the sale of the Group 1 Direct Sale Assets by the Group 1 Sellers of Assets to the Group 1 Purchasers of Assets;

Fees and Relevant Taxes

Each party agrees to equally share the transfer registration fee for the Group 1 Sale Assets (in the case where specific business tax is not applicable).

Additionally, each party agrees to be responsible for its own taxes and expenses arising from or in connection with the entry into this transaction.

Remarks

(4) above, in order that the existing rights of the lessor relating to the transfer of ownership of such buildings, fixtures or constructions permanently affixed shall be transferred to the purchaser as the new lessor.

Each Group 1 Seller of Assets shall enter into a separate agreement of the Vacant Land Sale and Purchase Agreement with the Group 1 Purchasers of Assets, and the completion of each such agreement shall be independent from one another.
RIL (as the lessee under the Lease Agreement with RIL) has constructed an office building and warehouse on the vacant land under Item 1.2, whereby RIL holds ownership over such property. In this regard, the Lease Agreement with RIL stipulates that, upon termination of the lease agreement, any buildings, fixtures or constructions permanently affixed to the land shall immediately vest in the Company (as the lessor). As a result, the lease agreement with RIL constitutes a lease with special reciprocal lease agreement exceeding an ordinary lease agreement. The Company will enter into an assignment agreement to transfer its rights and obligations (as the lessor) under such lease agreement to the relevant Group 1 Purchaser and RIL (as the lessee), as specified in Key Conditions Precedent Item

Group 2: Vacant Land Sale and Purchase Agreement with Lease-back Arrangement (for the Direct Sale Assets items 10.1 (only Title Deed No. 18667) of item 2.1 (List of Direct Sale Assets) of Attachment 2)

Parties
Sale Assets	Vacant land (item 10.1 (only Title Deed No. 18667) under item 2.1 (List of Direct Sale Assets) of Attachment 2 owned by TGI, including fruits of the sale assets, real rights in the property, and/or encumbrances attached to such land (collectively referred to as the "Group 2 Direct Sale Assets")
Key Conditions Precedent

TGI (as the seller) and
The Third-Party Purchaser and/or the Connected Person Purchaser (collectively referred to as the "Group 2 Purchasers of Assets") (as the purchaser)

The shareholders' meeting of the Company has resolved to approve the sale of the Group 2 Direct Sale Assets by TGI to the Group 2 Purchasers of Assets; and
TGI has obtained consent from other relevant persons or counterparties, in the event that TGI or its affiliates are obligated to obtain such consent prior to entering into this transaction (if any).

Purchase Price	Details of the purchase price of the Group 2 Direct Sale Assets are specified in items 10.1 (only Title Deed No. 18667) under item 3.1 (Total Value of Consideration of the Direct Sale Assets) of Attachment 3.
Payment Terms of Purchase Price	The Group 2 Purchasers of Assets shall pay the purchase price for the Group 2 Direct Sale Assets to TGI in cash and in full on the closing date.
Fees and Relevant Taxes	Each party agrees to equally share the transfer registration fee for the Group 2 Sale Assets (in the case where specific business tax is not applicable). Additionally, each party agrees to be responsible for its own taxes and expenses arising from or in connection with the entry into this transaction.
Other Key Conditions	The Group 2 Direct Sale Assets (item 10.1 (only Title Deed No. 18667) under item 2.1 (List of Direct Sale Assets) of Attachment 2 shall be leased back to TGI. The lease term and the details of rental fees shall be as specified in item 10.1 (only Title Deed No. 18667) under item 3.1 (Total Value of Consideration of the Direct Sale Assets) of Attachment3.

Group 3: Land and Buildings Sale and Purchase Agreement (for the Direct Sale Assets items 1.3 -1.4, 2.2 - 2.7, 6, 8.1 - 8.3, 10.7 - 10.8 and 11.1 - 11.2 (List of Direct Sale Assets) of Attachment 2)

Parties
Sale Assets	Lands and buildings (Items 1.3 - 1.4, 2.2 - 2.7, 6, 8.1 - 8.3, 10.7 - 10.8 and 11.1 - 11.2 under item 2.1 (List of Direct Sale Assets) ofAttachment 2) owned by each of Group 3 Sellers of Assets (collectively referred to as the "Group 3 Direct Sale Assets")
Key Conditions Precedent
Purchase Price	Details of the purchase price of the Group 3 Direct Sale Assets are detailed in Items 1.3 - 1.4, 2.2 - 2.7, 6, 8.1 - 8.3, 10.7 - 10.8 and 11.1 - 11.2 under

The Company and its subsidiaries, namely BIG C, T9, TGI, WAT7 and WG (collectively referred to as "Group 3 Sellers of Assets") (as the sellers) and
The Third-Party Purchaser and/or the Connected Person Purchaser (collectively referred to as the "Group 3 Purchasers of Assets") (as the purchaser)

The shareholders' meeting of the Company has resolved to approve the sale of the Group 3 Direct Sale Assets by Group 3 Sellers of Assets to the Group 3 Purchasers of Assets;
The shareholders' meeting of BIG C has resolved to approve the sale of the Group 3 Direct Sale Assets owned by BIG C and its subsidiaries, being the Group 3 Sellers of Assets, to the Group 3 Purchasers of Assets; and
The Group 3 Sellers of Assets have obtained consent from other relevant persons or counterparties, in the event that the Group 3 Sellers of Assets or their affiliates are obligated to obtain such consent prior to entering into this transaction (if any).

	item 3.1 (Total Value of Consideration of the Direct Sale Assets) of Attachment 3.
Payment Terms of Purchase Price	The Group 3 Purchasers of Assets shall pay the purchase price for the Group 3 Direct Sale Assets to the Group 3 Sellers of Assets in cash and in full on the closing date.
Fees and Relevant Taxes	Each party agrees to equally share the transfer registration fee for the Group 3 Sale Assets (in the case where specific business tax is not applicable). Additionally, each party agrees to be responsible for its own taxes and expenses arising from or in connection with the entry into this transaction.
Other Key Conditions	(1) The Group 3 Sellers of Assets shall transfer the ownership and hand over the possession of the Group 3 Direct Sale Assets as listed in items 2.2 - 2.7 under item 2.1 (List of Direct Sale Assets) of Attachment 2 to the Purchaser within six months from the closing date. (2) TGI and WG, the owners of the Group 3 Direct Sale Assets as listed in item 10.8 and 11.2 respectively, shall transfer the ownership of such assets to the Purchaser, and the Purchaser shall pay the purchase price for such assets to TGI on the closing date. TGI shall hand over the possession of such assets to the Purchaser within six months from the closing date. No rental fee shall be payable during the period prior to the handover of possession.
Remarks	Each of the Group 3 Sellers of Assets shall enter into a separate agreement of Land and Buildings Sale and Purchase Agreement with the Group 3 Purchasers of Assets, and the completion of each such agreement shall be independent from one another.

Group 4: Land and Buildings Sale and Purchase Agreement with Lease-back Arrangement (for the Direct Sale Assets items 7 and 9.2 under item 2.1 (List of Direct Sale Assets) of Attachment 2

Parties
Sale Assets	Land and buildings (items 7 and 9.2 under item 2.1 (List of Direct Sale Assets) of Attachment 2 owned by each of Group 4 Sellers of Assets, including fruits of the sale assets, real rights in the property, and/or encumbrances attached to such land (collectively referred to as the "Group 4 Sale Assets")
Key Conditions Precedent

BJF and RIL (collectively referred to as "Group 4 Sellers of Assets") (as the sellers) and
The Third-Party Purchaser and/or the Connected Person Purchaser (collectively referred to as the "Group 4 Purchasers of Assets") (as the purchaser)

The shareholders' meeting of the Company has resolved to approve the sale of the Group 4 Direct Sale Assets by Group 4 Sellers of Assets to the Group 4 Purchasers of Assets; and
The Group 4 Sellers of Assets have obtained consent from other relevant persons or counterparties, in the event that the Group 4 Sellers of Assets or their affiliates are obligated to obtain such consent prior to entering into this transaction (if any).

Purchase Price	The purchase price of the Group 4 Direct Sale Assets is detailed in items 7 and 9.2 under item 3.1 (Total Value of Consideration of the Direct Sale Assets) of Attachment 3.
Payment Terms of Purchase Price	The Group 4 Purchasers of Assets shall pay the purchase price for the Group 4 Direct Sale Assets to the Group 4 Sellers of Assets in cash and in full on the closing date.
Fees and Relevant Taxes	Each party agrees to equally share the transfer registration fee for the Group 4 Sale Assets (in the case where specific business tax is not applicable). Additionally, each party agrees to be responsible for its own taxes and expenses arising from or in connection with the entry into this transaction.
Other Key Conditions	The Group 4 Direct Sale Assets (item 7 and 9.2 under item 2.1 (List of Direct Sale Assets) of Attachment 2 shall be leased back to the Group 4 Seller of Assets. The lease term and the details of rental fees shall be as specified in item 7 and 9.2 under item 3.1 (Total Value of Consideration of the Direct Sale Assets) of Attachment 3.
Remarks	Each Group 4 Sellers of Assets shall enter into a separate agreement of Land and Buildings Sale and Purchase Agreement with Lease-back Arrangement with the Group 4 Purchasers of Assets, and the completion of each such agreement shall be independent from one another.

Sale of BCX Ordinary Shares Transaction

BJCCON shall sell 41,400,000 ordinary shares of BCX held by BJCCON, representing 100.00 percent of the total issued shares of BCX, to the Purchaser. BJCCON shall enter into a share purchase agreement for the sale of BCX shares, with the key terms and conditions as follows:

Parties
Sale Shares	41,400,000 ordinary shares of BCX (representing 100 percent of the total issued shares of BCX), with a par value of THB 10 per share. Whereby BCX holds two plots of land as set out in i2tem 2.2(4) (Information regarding the Asset held by BCX) of Attachment 2.
Key Conditions Precedent
Purchase Price	Details of the purchase price are specified in item 3.2 (Total Value of Consideration of the Sale Assets through the Sale of Shares in Subsidiaries) of Attachment 3.

BJCCON (as the seller)
The Third-Party Purchaser and/or the Connected Person Purchaser (collectively referred to as the "Group 5 Purchasers of Assets") (as the purchaser)

The shareholders' meeting of the Company has resolved to approve the Sale Shares by BJCCON to the Group 5 Purchasers of Assets; and
BJCCON has obtained consent from other relevant persons or counterparties, in the event that BJCCON or its affiliates are obligated to obtain such consent prior to entering into this transaction (if any).

Payment Terms of Purchase Price

The Group 5 Purchasers of Assets shall pay the purchase price for the Sale Shares to BJCCON in cash and in full on the closing date.

Fees and Relevant Taxes

Each party agrees to equally share the stamp duty in respect of sale and purchase the Sale Shares.

Additionally, each party agrees to be responsible for its own taxes and expenses arising from or in connection with the entry into this transaction.

Remarks

In the event that the Purchaser wishes to directly purchase the Assets of BCX (instead of acquiring the Sale Shares), BCX shall enter into agreement for the sale of Assets of BCX with such Purchaser, with the key terms and conditions as prescribed under the Group 3 Agreement (Land and Buildings Sale and Purchase Agreement).

Details of Assets
The assets to be disposed of by the Company and its subsidiaries can be categorized by transaction type as follows:
1. The Sale Assets under the Sale of Lands and Buildings Transaction
  Please consider the details as set out in item 2.1 (List of Direct Sale Assets) of
  Attachment 2
2. The Sale Assets under the Sale of BCX Ordinary Shares Transaction
Please consider the details as set out in item 2.2 (List of Sale Assets through the Sale of Shares in a Subsidiary) of Attachment 2.
In this regard, if the Purchaser wishes to acquire the assets held by BCX instead of acquiring the Sale Shares, the details of the sale assets are as set out in Item 2.2(4) (Information regarding the Asset held by BCX) of Attachment 2.
Total Value of Consideration, Criteria for the Determination of the Total Value of Consideration, and Payment Terms
1. Total Value of Consideration and Criteria for the Determination of the Total Value of Consideration
  1. Sale of Lands and Buildings Transaction
    The total value of consideration for the Sale of Lands and Buildings Transaction to be received by the Sellers of Assets shall not be less than THB 11,016 million. The criteria used to determine the value of consideration is the purchase price, which shall not be lower than the average appraised value as appraised by two independent appraisers approved by the SEC, namely 15 Business Advisory Co., Ltd. and Knight Frank Chartered (Thailand) Co., Ltd.
    The independent appraisers appraised the Direct Sale Assets, comprising vacant lands and lands with buildings, under the Sale of Lands and Buildings Transaction as of 31 30 January 2026 and 27 January 2026, respectively. The appraised values are detailed in item 3.1 (Total Value of Consideration of the Direct Sale Assets) of Attachment 3.
  2. Sale of BCX Ordinary Shares Transaction
    The total value of consideration for the Sale Shares to be received by the Seller of Shares amounts to THB 715 million. The criteria used to determine the value of consideration is the purchase price, which shall not be lower than the fair value appraised using the adjusted book value approach of BCX.
    The determination of the fair value of BCX was appraised using the Adjusted Book Value Approach, as such method adjusts the book value of BCX's shareholders' equity to fair value by adjusting the value of assets to market value as appraised by two independent appraisers approved by the SEC, namely 15 Business Advisory Company Limited and Knight Frank Chartered (Thailand) Company Limited, and net of deferred income tax arising from the revaluation surplus in accordance with Thai Accounting Standard No. 12: Re: Income Taxes.
    In this regard, if the Purchaser wishes to acquire the assets held by BCX instead of acquiring the Sale Shares, the total value of consideration for the sale assets to be received by the Seller in this case shall not be less than THB 827.50 million. The criteria used to determine the value of consideration is the purchase price, which shall not be lower than the average appraised value as appraised by two independent appraisers approved by the SEC, namely 15 Business Advisory Co., Ltd. and Knight Frank Chartered (Thailand) Co., Ltd. The appraised value of the sale assets in this case is detailed in Item 3.2(2) (Total Value of Consideration in the event of Selling Assets held by BCX instead of BCX Ordinary Shares) of Attachment 3.
2. Payment Terms
  The terms and conditions relating to the payment of the purchase price and the relevant fees are detailed in the summary table of key terms of the proposals under the headings "Payment Terms of Purchase Price" and "Fees and Relevant Taxes" as specified in Item 3 (General Description of the Transactions). The Company expects that the agreements relating to the Disposal of Assets Transactions will include the following payment terms:
  1. For the Direct Sale Assets: Details are set out in the summary table of key terms of the relevant agreements under the headings "Payment Terms" and "Fees and Relevant Taxes" in Item 3(1) above.
  2. For the Sale Shares: Details are set out in the summary table of key terms of the relevant agreements under the headings "Payment Terms" and "Fees and Relevant Taxes" in Item 3(2) above.
  In this regard, if the Purchaser wishes to acquire the assets held by BCX instead of acquiring the Sale Shares, the terms and conditions relating to the payment of the purchase price and the relevant fees shall be as set out in the summary table of key terms of the proposals under the headings "Payment Terms of Purchase Price" and "Fees and Relevant Taxes" of Item 3(1), as such transaction will constitute the entry into the Group 3 Agreement (Land and Buildings Sale and Purchase Agreement).

Value of Assets Relating to the Disposal of Assets Transactions and Calculation of Transaction Size

Calculation of the Disposal of Assets Transactions Size under the Notifications on Acquisition or Disposal of Assets

Sale of Lands and Buildings Transaction

When calculating the transaction size under the total value of consideration criterion, which results in the highest calculation of all criterions, the value of the transaction size equals

3.29 percent of the total assets of the Company, based on the consolidated financial statements of the Company audited by the certified accountant for the fiscal year ended 31 December 2025.

Criteria	Calculation Method	Transaction Size (Percentage)
1. Net tangible assets (NTA) criterion	Not applicable as this is the disposal of land and buildings.	-
2. Net operating profit criterion	Not applicable as this is the disposal of land and buildings.	-
3. Total value of consideration criterion	Total value of consideration from the Sale of Lands and Buildings Transaction/1x 100 Total assets of the Company/2	THB 11,016 million x 100 THB 334,491million
		= 3.29
4. Value of Equity Shares Issued by the Company as	Not applicable as the Company has not issued new securities	-
Consideration

Remarks:/1Total value of consideration payable by the Purchaser to the Company and its subsidiaries as Sellers of Assets under the Sale of Lands and Buildings Transaction based on the assumption that the purchase price of all Direct Sale Assets equals to the average appraised value.

/2Total assets of the Company calculated based on the consolidated financial statements of the Company audited by the certified accountant for the fiscal year ended 31 December 2025

Sale of BCX Ordinary Shares Transaction

When calculating the transaction size based on the net tangible assets (NTA) criterion, which results in the highest calculation of all criterions, the transaction size equals 0.40 percent of the Company's net tangible assets (NTA), based on the consolidated financial statements of the Company audited by the certified accountant for the fiscal year ended 31 December 2025.

Criteria

Calculation Method

Transaction Size (Percentage)

1. Net tangible assets (NTA) criterion

(Net tangible assets of BCX /1x proportion disposed) x 100

Net tangible assets (NTA) of the Company 2/

THB 265 million x 100

THB 65,461

million

Criteria	Calculation Method	Transaction Size (Percentage)
		= 0.40
2. Net operating profit criterion	Not applicable as BCX has a negative net profit	-
3. Total value of consideration criterion	Total value of consideration received/2 x 100Total assets of the Company 3/	THB 715 million x 100 THB 334,491 million
		= 0.21
4. Value of Ordinary Shares Issued by the Company as Consideration	Not applicable as the Company has not issued new securities	-

Remarks: /1Net tangible assets of BCX and net profit from operations of BCX calculated based on BCX's consolidated financial statements of the Company audited by the certified accountant for the fiscal year ended 31 December 2025.

/2The total value of consideration to be paid by the Purchaser to BJCCON, calculated on the assumption that the price of the Sale Shares is equal to the fair value determined under the adjusted book value approach of BCX.

/3Net tangible assets (NTA) of the Company, net profit from operations of the Company and total assets of the Company calculated based on the consolidated financial statements of the Company audited by certified accountant as of 31 December 2025.

In this regard, in the case of the direct sale of the Assets of BCX, the maximum transaction size shall be equal to 0.25 percent, calculated under the total value of consideration criterion and on the assumption that BJCCON will sell the Assets of BCX at the average appraised value.

In addition, the maximum transaction size of the two aforementioned transactions, when aggregated, is equal to 3.50 percent. The aggregated transaction size under each applicable calculation criterion is presented as set out below. In this regard, the Company and its subsidiaries have not entered into any other disposal of the assets transactions that are required to be aggregated for calculation under the Notifications on Acquisition or Disposal of Assets during the six-month period prior to the date on which the Board of Directors approved the entry into the transaction.

Calculation Criteria	Transaction Size (Percentage)
1. Net Tangible Assets Criterion (NTA)	0.40
2. Net Operating Profit Criterion	-
3. Total Consideration Criterion	3.501
4. Value of Equity Securities Issued as Consideration Criterion	-

‌1 In the case where purchaser purchases the Assets of BCX instead of the Sale Shares, the highest transaction size of the Disposal of Assets Transactions through 33 Direct Sale Assets shall be equal to 3.54 percent under the total value of consideration criterion.

Calculation of the Size of the Connected Transaction under the Notifications on Connected Transaction

In the case of entering into the Disposal of Assets Transactions with the Connected Person Purchaser and such Purchaser purchases all the Sale Assets at the purchase price equals to the average appraised value, the transaction size of the Disposal of Assets Transactions (calculated with reference to the consolidated financial statements of the Company audited by the certified accountant for the fiscal year ended 31 December 2025), equals to 17.92 percent of the Company's net tangible assets (NTA), which exceeds 3 percent of the net tangible assets (NTA) (the Company and its subsidiaries have not entered into any other connected transactions required to be aggregated for calculation under the Notifications on Connected Transactions during the six-month period prior to the date on which the Board of Directors approved the entry into this transaction).

Criteria

Calculation Method

Transaction Size

(Percentage)

(Total value of consideration 1/x 100) Net tangible assets (NTA) of the Company 2/

THB 11,731 million x 100

THB 65,461 million

17.92

Remarks: 1/Total value of consideration payable by the Purchaser to the Company and its subsidiaries, as the Sellers of Assets and the Seller of Shares under the Disposal of Assets Transactions, on the assumption that the purchase price of all Direct Sale Assets is equal to the average appraised value and the price of the Sale Shares is equal to the fair value appraised using the adjusted book value approach of BCX.

2/Net tangible assets (NTA) of the Company calculated based on the consolidated financial statements of the Company audited by the certified accountant for the fiscal year ended 31 December 2025.

Expected Benefits to the Company
The proceeds received from entering into the Disposal of Assets Transactions will enable the Company to reduce its interest-bearing debt, as part of the Deleveraging Plan of the Company, as the Company will utilize such proceeds to repay its existing debt, including debt incurred from the acquisition of MM Mega Market Vietnam (the "MMVN").
Plan for Utilization of Proceeds from the Disposal of Assets Transactions
The Company will utilize the proceeds from the Disposal of Assets Transactions to repay its existing debt, including debt incurred from the acquisition of the MMVN, thereby reducing its interest-bearing debt as part of the Deleveraging Plan of the Company.

Directors Having Interests and/or Being Connected Persons Who Did Not Attend and Vote at the Board of Directors' Meeting in the Agenda Item concerning the Entry into the Disposal of Assets Transactions with the Connected Person Purchaser

No.	Directors having interests or connected persons
1	Mr. Thapana Sirivadhanabhakdi
2	Mr. Aswin Techajareonvikul

No.	Directors having interests or connected persons
3	Mrs. Thapanee Techajareonvikul
4	Mr. Prapakon Thongtheppairot

Opinion of the Board
The Board of Directors' Meeting No. 1/2026 held on Tuesday, 24 February 2026 (excluding directors having interests) has considered and opined that:
1. The Disposal of Assets Transactions are appropriate, reasonable and in the best interests of the Company and its shareholders as the proceeds to be received from the Disposal of Assets Transactions will reduce the Company's Net Debt / EBITDA ratio to approximately 6.34 times, from the current level of approximately 7.40 times. In this regard, excluding the impact on EBITDA from the estimated gain from sale of assets, the net debt to EBITDA (Net Debt / EBITDA) ratio would be approximately 7.63 times.
2. The value of the Sale Assets and the key terms and conditions of the sale proposal are appropriate and reasonable and do not constitute a transfer of benefits, i.e.,
  1. The purchase prices of the Direct Sale Assets are not lower than the average appraised value as determined by two independent appraisers, which the independent financial advisor considers to be appropriate; and
  2. The purchase price of the BCX ordinary shares is not lower than the fair value appraised using the adjusted book value approach of BCX; and
  3. The key conditions of the sale proposal to the Purchaser, who is a third-party or the Connected Person, are the same.
For the reasons stated above, the Board of Directors has resolved to approve the Disposal of Assets Transactions and to propose such matter to the 2026 Annual General Meeting of Shareholders for further consideration and approval.
Opinion of the Audit Committee and/or Directors which Differs from that of the Board of Directors
- None -
Responsibility of the Board of Directors with respect to the Information in the Documents Delivered to the Shareholders
The Board of Directors is responsible for the information contained in this Information Memorandum and other documents delivered to the shareholders of the Company. In this regard, the Board of Directors has carefully reviewed the information presented to them and hereby certifies that the information contained in this Information Memorandum and other documents delivered to the shareholders of the Company is accurate, complete and contains no false statements, no material facts which are necessary for or must be included in the Information Memorandum have been omitted; as well as does not contain any statements which misleads other individuals on material matters.
Opinion of an Independent Expert in the Disposal of Assets Transactions
The Company has appointed two independent appraisers approved by the Office of the Securities and Exchange Commission, namely 15 Business Advisory Co., Ltd. and Knight Frank
Chartered (Thailand) Co., Ltd., to appraise the Direct Sale Assets, which consist of vacant lands and lands with buildings, under the Sale of Lands and Buildings Transaction as of 31 30 January 2026 and 27 January 2026, respectively. The appraised values determined by the independent appraisers are detailed in Item 3.1 (Total Value of Consideration of the Direct Sale Assets) of Attachment 3.
Opinions of the Independent Financial Advisors
The Company has appointed Jay Capital Advisory Limited, a financial advisor approved by the SEC, to act as the independent financial advisor to provide its opinion on the Disposal of Assets Transactions. The Opinions of the Independent Financial Advisory are detailed in the Report on Opinions of the Independent Financial Advisors for the Connected Transaction and the Assets Disposition Transaction of Berli Jucker Public Company Limited (IFA Report) (Enclosure 3)
Liability of the Company
1. The total amount of debt instruments of the Company having been issued and those not having been issued as approved by the shareholders' meeting and authorized to the Board of Directors to consider and issue as deemed appropriate
  The Company has an approved limit for the issuance and offering of debt instruments in the total amount of THB 160,000 million, comprising THB 150,000 million for the issuance and offering of debentures and THB 10,000 million for the issuance and offering of bills of exchange. As of 31 December 2025, the Company issued and offered debentures totaling THB 89,000 million, leaving the remaining available limit for the issuance and offering of debentures of THB 61,000 million. The Company has no outstanding bills of exchange.
2. The total of loans with specific periods and collateral as of 31 December 2025
  As of 31 December 2025, the Company has outstanding loan obligations totaling THB 47,824
  million.
3. The total value of debts in the other categories (including Overdrafts) and collateral as of 31 December 2025
  As of 31 December 2025, the Company has no debt in other categories.
4. Contingent Liabilities
  Please consider the Contingent Liabilities as disclosed in the remark to the Company's consolidated financial statements for the year ended 31 December 2025 under Part 3 (Financial Statements), items 4 and 39 of the Annual Report 2025 (Form 56-1 One Report) (in QR Code format) (Enclosure 4), which has been enclosed with the Invitation to the 2026 Annual General Meeting of Shareholders and published on the Company's website at https://www.bjc.co.th.

Information of the Company and Business Nature

Information of the Company

Company Name	Berli Jucker Public Company Limited
Business Nature	Manufacture of glass containers and glass tableware.
Registered Number	0107536000226

Registered Office	No. 99 Soi Rubia, Sukhumvit 42 Road, Phrakanong Sub-District, Klongtoey District, Bangkok
Registered Capital (As of 24 March 2026)	THB 4,114,626,699.00
Paid-up Capital (As of 24 March 2026)	THB 4,007,796,699.00
Board of Director	Independent Director President, Director Board of Directors Audit Committee Member Chairman of the Audit Committee Audit Committee Member

Mr. Pirom Kamolratanakul Chairman of the Board,
Mrs. Thapanee Techajareonvikul Chief Executive Officer,
Mr. Thapana Sirivadhanabhakdi 1stVice Chairman of the
Mr. Tevin Vongvanich Vice Chairman of the Board of Directors
Mr. Thirasakdi Nathikanchanalab Director
Mr. Prapakon Thongtheppairot Director
Mr. Prasert Maekwatana Director
Mr. Aswin Techajareonvikul Director
Pol.Gen. Krisna Polananta Independent Director,
Mr. Kamjorn Tatiyakavee Independent Director
Ms. Potjanee Thanavaranit Independent Director,
Mrs. Pimpana Srisawadi Independent Director,
Mr. Rungson Sriworasat Independent Director

Business Operations and Nature of Business of the Company, Subsidiaries and Associates
The Company is a leading company in the Association of Southeast Asia Nations (ASEAN) engaging in packaging, consumer product, healthcare and modern retail business, committing to achieve excellence in developing high-quality products and services across the entire value chain, from upstream to downstream and is a leader in the distribution of customer products used in daily life to sustainably meet customers' needs. The Company, its subsidiaries, associates and joint ventures
(collectively referred to as the "Group") operate core businesses and have continuously expanded their operations. Currently, the Company operates in four business segments as follows.
1. Modern Retail Supply Chain
  The Group operates a modern retail supply chain with branches located throughout Thailand and overseas, integrating all sales channels (Omni-Channel) through both physical and online stores, and also provides rental spaces for various shops to serve as comprehensive shopping and service centers. In addition, the Group operates wholesale business, which involves business-to-business (B2B) transactions, bookstore business, coffee shop business and pharmacy business.
2. Packaging Supply Chain
  The Group engages in design, manufacturing, marketing, distribution, and sales of packaging products, including glass containers, aluminum cans, and rigid plastic containers.
3. Consumer Supply Chain
  The Group engages in the manufacturing, marketing, and distribution of consumer products, both under the Company's own brands and products distributed by the Group. The products are divided into four main categories, namely, food products, personal care and household products, logistics management, and manufacturing and distribution businesses in Vietnam.
4. Healthcare & Technical Supply Chain
  The healthcare supply chain distributes pharmaceutical products and services, including pharmaceutical and medical devices from renowned brands worldwide. Meanwhile, the technical supply chain offers technical products and services to customers, including industrial chemicals, engineering tools and equipment and printing technology products.
Business Outlook of the Company, Subsidiaries and Associates
The Company is committed to pursuing a policy of expanding its business to cover upstream, midstream and downstream operations, as well as other related businesses, to create connectivity both in Thailand and in the region. The Company also focuses on expanding from existing businesses and continuously seeking opportunities in related businesses in both domestic and international markets where the Company has established investment base and strong expertise. Furthermore, the Company is committed to research, product development, expanding sales channels to be comprehensive and developing new innovations.
In addition, to strengthen the Company's leadership position in the region, particularly in Indochina countries, the Company is committed to enhancing connectivity across production bases, transportation systems and distribution networks of the Group in various countries, as well as seeking business partners, expanding trade partner networks and developing comprehensive marketing and sales channels that reach a broader customer base.

Summary of the Financial Statements for the Past 3 Years, Including Explanations and Analysis of Operating Results and Financial Position

Summary of the Financial Statements for the Past 3 Years

Consolidated Financial Statements of the Company

Consolidated Financial Statements (Unit: Million Baht)	As of 31 December
Consolidated Financial Statements (Unit: Million Baht)	2023	2024	2025
Current assets
Cash and cash equivalents	4,857	5,144	4,133
Trade and other receivables
Trade receivables	9,588	10,059	10,515
Other current receivables	7,473	7,190	5,960
Supplier receivables and tenant receivables	2,316	2,242	2,581
Short-term loans to related parties	277	277	257
Long-term loans to related parties due within one year	0	0	0
Inventories	22,338	21,701	20,237
Other current financial assets	462	382	278
Other current assets	104	100	117
Total current assets	47,416	47,094	44,077
Non-current assets
Other non-current financial assets	377	289	220
Investments in the subsidiary	0	0	0
Investments in an associate	104	107	108
Investments in joint ventures	2,636	2,490	2,470
Long-term loans to related parties	33	33	31
Investment properties	45,822	43,973	44,297
Property, plant, and equipment	62,854	64,037	65,707
Right-of-use assets	16,687	15,766	14,693
Goodwill	157,829	157,821	157,792
Other intangible assets other than goodwill	2,735	2,787	2,822
Deferred tax assets	602	773	633
Other non-current assets	1,875	1,842	1,639
Total non-current assets	291,554	289,918	290,413
Total assets	338,970	337,012	334,491
Current liabilities
Short-term borrowings from financial institutions	5,904	5,844	5,355
Trade and other payables

Consolidated Financial Statements (Unit: Million Baht)	As of 31 December
Consolidated Financial Statements (Unit: Million Baht)	2023	2024	2025
Trade payables	23,118	23,847	23,213
Other payables	9,763	9,897	9,771
Current portion of unearned leasehold rights	67	65	97
Current portion of long-term borrowings from financial institutions	6,578	17,081	8,073
Current portion of debentures	23,253	8,999	19,998
Current portion of lease liabilities	1,135	1,118	1,113
Short-term borrowings from related parties	5	5	5
Income tax payable	565	772	738
Other current financial liabilities	531	518	1,755
Other current liabilities	526	488	567
Total current liabilities	71,445	68,634	70,686
Non-current liabilities
Unearned leasehold rights	433	402	374
Long-term borrowings from financial institutions	47,548	28,794	39,751
Leases liabilities	15,800	15,451	16,932
Debentures	65,969	83,673	68,794
Deferred tax liabilities	7,879	7,796	7,320
Non-current provisions for employee benefit	1,663	1,906	1,794
Other non-current liabilities	2,337	4,154	2,222
Total non-current liabilities	141,629	142,176	137,188
Total liabilities	213,074	210,810	207,874
Shareholders' equity
Share Capital
Authorized share capital
4,114,626,699 Ordinary Shares with a par value of THB 1 per share	4,115	4,115	4,115
Issued and paid share capital
4,007,796,699 Ordinary Shares with a par value of THB 1 per share	4,008	4,008	4,008
Share premium	85,926	85,926	85,926
Other surpluses (deficit)

Consolidated Financial Statements (Unit: Million Baht)	As of 31 December
Consolidated Financial Statements (Unit: Million Baht)	2023	2024	2025
Deficit arising from business combination under common control	(830,406,29 7)	(844,179,78 9)	(844,179,78 9)
Surplus arising from change in ownership interest in subsidiaries	578	569	570
Donated surplus	37	37	37
Expired warrant surplus	150	343	343
Surplus on disposals of Company's shares held by a subsidiary	32	32	32
Warrants	193	0	0
Retained earnings
Appropriated
Legal reserve	411	411	411
Reserve for business expansion	87	87	87
Unappropriated	29,399	30,103	31,182
Other components of shareholders' equity	(326)	(674)	(1,428)
Total shareholders' equity attributable to owners of parent	119,665	119,999	120,325
Non-controlling interests	6,230	6,203	6,292
Total shareholders' equity	125,896	126,202	126,617
Total liabilities and shareholders' equity	338,970	337,012	334,491

Statement of Comprehensive Income of the Company

Statement of Comprehensive Income (Unit: Million Baht)	As of December 31,
Statement of Comprehensive Income (Unit: Million Baht)	2023	2024	2025
Revenues
Revenue from sale of goods and rendering of services	154,672	157,727	154,020
Net foreign exchange gain	85	45	0
Dividend received	0	0	0
Interest received	43	67	82
Other income	13,230	13,086	12,521
Total revenues	168,030	170,925	166,623
Expenses
Cost of sale of goods and rendering of services	124,628	125,764	122,572

Statement of Comprehensive Income (Unit: Million Baht)	As of December 31,
Statement of Comprehensive Income (Unit: Million Baht)	2023	2024	2025
Distribution costs	26,575	26,834	26,274
Administrative expenses	5,075	5,312	5,900
Net foreign exchange loss	0	0	109
Total expenses	156,278	157,910	154,855
Profit from operating activities	11,752	13,015	11,768
Financing costs	(5,338)	(5,669)	(5,427)
Share of profit of an associate accounted for using equity method	5	7	7
Share of profit (loss) of joint ventures accounted for using equity method	(205)	(91)	92
Profit before income tax expense	6,214	7,262	6,440
Income tax expense	(503)	(2,272)	(1,527)
Profit for the years	5,712	4,990	4,914
Other comprehensive income
Components of other comprehensive income that will be reclassified to profit or loss
Exchange differences on translating financial statements	(171)	(558)	(562)
Gain (loss) on cash flow hedges	(146)	(100)	(391)
Share of other comprehensive income (loss) of joint venture using equity method	(23)	(27)	(81)
Income tax relating to components of other comprehensive income that will be reclassified to profit or loss	29	20	78
	(311)	(666)	(956)
Components of other comprehensive income that will not be reclassified to profit or loss
Share of other comprehensive income (loss) of joint venture using equity method	3	0	0
Actuarial gain (loss)	85	(118)	(113)
Income tax relating to components of other comprehensive income that will not be reclassified to profit or loss	(17)	23	23
	71	(95)	(90)
Other comprehensive income (loss) for the years - net of tax	(240)	(760)	(1,046)

Statement of Comprehensive Income (Unit: Million Baht)	As of December 31,
Statement of Comprehensive Income (Unit: Million Baht)	2023	2024	2025
Total comprehensive income for the years	5,472	4,230	3,867
Profit attributable to
Owners of parent	4,795	4,001	4,011
Non-controlling interests	917	989	903
Profit for the years	5,712	4,990	4,914
Total comprehensive income attributable to
Owners of parent	4,578	3,562	3,171
Non-controlling interest	893	668	697
Total comprehensive income for the years	5,472	4,230	3,867
Weighted average of ordinary shares (shares)	4,008	4,008	4,008
Earnings per share (Baht)	1.00	1.00	1.00

Statement of Cash Flow of the Company

Statement of Cash Flow (Unit: Million Baht)	As of December 31,
Statement of Cash Flow (Unit: Million Baht)	2023	2024	2025
Cash flows from operating activities
Profit for the years	5,712	4,990	4,914
Adjustments for
Income tax expense	503	2,272	1,527
Depreciation	8,839	9,248	9,049
Amortization of other intangible assets other than goodwill	145	141	160
Unearned leasehold rights recognized during the years	(83)	(79)	(73)
Interest received	(43)	(67)	(82)
Finance costs	5,338	5,669	5,427
Dividend income	0	0	0
Reversal of bad debts expense and expected credit loss	(21)	(68)	76
Loss from obsolete and slow-moving inventories (reversal)	14	(100)	17
Employee benefit expenses	250	280	108
Unrealized loss (gain) on exchange rate	(801)	57	(842)

Statement of Cash Flow (Unit: Million Baht)	As of December 31,
Statement of Cash Flow (Unit: Million Baht)	2023	2024	2025
Unrealized loss (gain) on fair value of derivative	771	5	953
Gain on disposal of investment properties
property, plant and equipment and other intangible assets other than goodwill	(6)	(10)	(109)
Loss (gain) on write-off of right-of-use assets
property, plant and equipment and other intangible assets other than goodwill	20	6	84
Loss from impairmenton right-of-use assets
property, plant and equipment and other intangible assets other than goodwill (reversal)	107	(8)	265
Impairment loss on investments in subsidiaries	0	0	0
Gain on disposal of investments in subsidiaries	0	0	0
Share of profit of associates accounted for using the equity method	(5)	(7)	(7)
Share of (profit) loss of joint ventures accounted for using the equity method	205	91	(92)
	20,944	22,488	21,376
Changes in operating assets and liabilities
Trade receivables	(88)	(480)	(536)
Other Receivables	55	99	13
Supplier receivables and tenant receivables	(212)	86	(330)
Inventories	2,078	737	1,447
Other current assets	(21)	31	(14)
Other non-current assets	198	113	224
Trade payables	(1,322)	684	(635)
Other payables	(1)	588	(739)
Other current liabilities	42	(60)	80
Employee benefit obligations paid during the years	(270)	(156)	(333)
Other non-current liabilities	184	42	(36)
Cash provided by operating activities	21,586	24,172	20,517
Income tax paid	(1,730)	(2,060)	(558)
Net cash provided by operating activities	19,856	22,111	19,959
Cash flows from investing activities
Interest received	47	67	79

Statement of Cash Flow (Unit: Million Baht)	As of December 31,
Statement of Cash Flow (Unit: Million Baht)	2023	2024	2025
Dividends received	6	32	38
Cash paid for purchase of right-of-use assets, investment properties and property, plant and equipment	(8,866)	(5,632)	(8,978)
Proceeds from disposal of investment properties and property, plant, equipment, and other intangible assets other than goodwill	95	68	190
Cash paid for purchase of other intangible assets other than goodwill	(185)	(170)	(206)
Cash paid for short-term loans to a related party	(242)	0	0
Cash received for short-term loan to a related party	0	0	0
Cash paid for long-term loan to a related party	0	0	0
Cash received for long-term loan to a related party	0	0	0
Net cash paid for investment in subsidiaries	0	(15)	0
Cash paid for investment in subsidiaries	0	0	0
Cash paid for business acquisition	(245)	0	0
Net proceeds from sale of investment in subsidiaries	0	0	0
Cash paid for purchase of subsidiaries from non-controlling interest	(4)	(1)	0
Cash paid for purchase of other financial assets	(67)	(110)	(27)
Proceeds from disposal of other current financial assets	51	61	0
Net cash used in investing activities	(9,412)	(5,702)	(8,905)
Cash flows from financing activities
Finance cost paid	(4,685)	(4,913)	(4,472)
Dividends paid to owners of parent	(3,206)	(3,206)	(2,845)
Dividends of subsidiaries paid to non-controlling interests	(519)	(692)	(612)
Proceeds of short-term borrowings from financial institutions	201,604	78,251	40,754
Repayment of short-term borrowings from financial institutions	(197,732)	(78,295)	(41,218)
Proceeds of short-term borrowings from related parties	0	0	0
Repayment of short-term borrowings from related parties	0	0	0

Statement of Cash Flow (Unit: Million Baht)	As of December 31,
Statement of Cash Flow (Unit: Million Baht)	2023	2024	2025
Proceeds from long-term borrowings from financial institutions	19,544	9,334	20,000
Repayment of long-term borrowing from financial institutions	(9,586)	(17,574)	(17,088)
Proceeds from issuance of debentures	2,000	26,650	16,000
Repayment of debentures	(15,100)	(23,257)	(20,003)
Repayment of lease liabilities	(1,970)	(2,266)	(2,254)
Proceeds from capital decrease in subsidiaries	0	0	0
Net cash used in financing activities	(9,650)	(15,968)	(11,738)
Net increase (decrease) in cash and cash equivalent	794	442	(684)
Cash and cash equivalent at 1 January	4,162	4,857	5,144
Effect of exchange rate changes held in foreign currencies	(100)	(154)	(326)
Net cash and cash equivalent at 31 December 31	4,857	5,144	4,133

Management Discussion and Analysis of Operating Results and Financial Position for the Year 2025
Please consider the Management Discussion and Analysis of Operating Results and Financial Position for the year 2025, as specified in the Management Discussion and Analysis (MD&A) section under Part 1 (Group Structure and Operation) of the 2025 Annual Report (Form 56-1 One Report) (in QR Code format) (Enclosure 4), which has been enclosed with the Invitation to the 2026 Annual General Meeting of Shareholders and published on the Company's website at https://www.bjc.co.th.
Risk Factors That May Affect the Company's Profit
Please consider the risk factors that may affect the Company's profitability, as specified under the section 'Risk Factors Affecting the Company's Profitability' in Part 1 (Group Structure and Operation) of the 2025 Annual Report (Form 56-1 One Report) (in QR Code format) (Enclosure 4), which has been enclosed with the Invitation to the 2026 Annual General Meeting of Shareholders and published on the Company's website at https://www.bjc.co.th.
Financial Projections for the Current Year (if any)
- None -

Top 10 list of Executives and Shareholders of the Company as of the Record Date on 24 March 2026

List of Executives as of 24 March 2026

No.	Name	Position
1	Mrs. Thapanee Techajareonvikul	Chief Executive Officer and President / Chairman of the Management Board
2	Mr. Aswin Techajareonvikul	Vice Chairman of the Management Board
3	Mr. Wichian Rungwattanakit	Management Board
4	Mr. Tul Wongsuphasawat	Management Board
5	Ms. Anchalee Rimwiriyasarp	Management Board
6	Mrs. Hemawan Poonphol	Management Board
7	Ms. Jiraporn Chaisombat	Management Board
8	Ms. Narintorn Chaichanawichit	Management Board
9	Ms. Teerawan Srisuk	Management Board
10	Mr. Ekkachai Phusanapong	Management Board
11	Mr. Surachai Hirannithichai	Management Board
12	Mrs. Kamonwan Sivaraks	Management Board and Secretary of the Management Board

Top 10 Shareholders of the Company as of 24 March 2026

No.	Name	Number of shares (Share(s))	Shareholding (%)
1	TCC Corporation Limited	1,830,730,550	45.68
2	TCC Holdings (2519) Company Limited	1,175,089,800	29.32
3	Social Security Office	164,191,200	4.10
4	RAFFLES NOMINEES (PTE) LIMITED	157,094,900	3.92
5	THE BANK OF NEW YORK (NOMINEES) LIMITED	103,375,800	2.58
6	Vayupak Fund 1	82,148,700	2.05
7	Thai NVDR Company Limited	67,740,456	1.69
8	SOUTH EAST ASIA UK (TYPE C) NOMINEES LIMITED	21,958,235	0.55
9	THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, SINGAPORE BRANCH	20,000,000	0.50
10	J.P. MORGAN SECURITIES PLC	8,432,253	0.21

List and Number of Shares of Shareholders Not Entitled to Vote

Connected persons and/or interested shareholders who are not entitled to vote are as follows:

No.

Name

Number of shares (Share(s))

Shareholding

(%)

TCC Corporation Limited

1,830,730,550

45.68

TCC Holdings (2519) Company Limited

1,175,089,800

29.32

Other Information That May Materially Affect Investor Decisions (If any)
- None -
Opinion of the Board of Directors on the Reasonableness and Maximum Benefit to the Company of the Connected Transaction Compared to Entering into a Transaction with an Independent Third Party
The opinion of the Board of Directors regarding the entry into the connected transaction is as set out in Clause 10 of this Information Memorandum.
Opinion of the Audit Committee and/or Directors of the Company Differing from the Opinion of the Board of Directors in Clause 24
- None -
Material Litigation or Claims Currently Pending
As of 31 December 2025, to the present, the Company and its subsidiaries are not involved in any disputes or litigation or other legal proceedings that would have a negative impact on the assets of the Company or its subsidiaries in an amount exceeding 5 percent of shareholders' equity according to the Company's consolidated financial statements as at 31 December 2025.
Benefit or Related Party Transactions between the Company and Directors, Management, or Shareholders Holding 10% or More of The Shares, Whether Directly or Indirectly
For the year ended 31 December 2025 and 31 December 2024, the Company had significant business transactions with related parties, as disclosed in the remarks of the consolidated financial statements and the separate financial statements of the Company regarding transactions with related parties. The significant transactions, together with the details thereof, are set out in Attachment 4 (List of Significant Business with Related Parties).
Material Contracts in the Past 2 Years
- None -
Proxy Form

Shareholders may appoint any of the Audit Committee members as their proxy to vote at the 2026 Annual General Meeting of Shareholder. The list and detail of the Independent Directors proposed to be appointed as proxies from shareholders, together with the proxy form, are provided in Enclosure 12, which has been enclosed with the Invitation to the 2026 Annual General Meeting of Shareholders and published on the Company's website at https://www.bjc.co.th.

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