Report of the independent financial advisor's opinion on the acquisition of assets which is classified as a related party transaction (Enclosure No. 3)

This English report of the Independent Financial Advisor's Opinion has been prepared solely for the convenience of foreign shareholders of Berli Jucker Public Company Limited and should not be relied upon as the definitive and official document. The Thai language version of the Independent Financial Advisor's Opinion is the definitive and official document and shall prevail in all aspects in the event of any inconsistency with this English Translation

Executive Summary 8

Part 1 Background and Details of the Transaction 15

Part 2 Reasonableness of the Transaction 64

Connected Persons and Third Parties 70

Part 3 Fairness of the Price and Conditions of the Transaction 72

Part 4 Summary of the Independent Financial Advisor's Opinion 84

Attachment 1: Information of Berli Jucker Public Company Limited 88

Attachment 2: Summary of the Asset Appraisal Reports 119

The Company or BJCPL Berli Jucker Public Company Limited

BIG C Big C Supercenter Public Company Limited

BJCCON BJC Consumer Company Limited

BJS Berli Jucker Specialties Company Limited

MARBLE Marble & Stones Company Limited

WAT7 Watanasub Pattana 7 Company Limited

BJF Berli Jucker Foods Limited

T9 Big C Asset Company Limited

RIL Rubia Industries Company Limited

TGI Thai Glass Industries Public Company Limited

WG White Group Public Company Limited

BCX BCX Company Limited

The Seller Berli Jucker Public Company Limited and its subsidiaries

Sellers of Assets The Company and its 10 subsidiaries namely BIG C, BJCCON, BJS,

MARBLE, WAT7, BJF, T9, RIL, TGI, and WG

Sellers of Shares BJC Consumer Company Limited

The Purchaser The purchaser offering the most favorable price to the Company

and/or its subsidiaries

TCC Group or the Connected Person Purchaser

TCC Group and/or other connect persons

Sale Assets Sale of the assets of the Company and its subsidiaries, comprising

vacant lands and lands with buildings which are not used in business operations and/or not generating profit, totaling 33 items

Disposal of Assets Transactions

(i) The direct sale of 32 assetsand (ii) The sale of shares of a subsidiary ("BCX") possessing lands with buildings, totaling 1 item (unless a purchaserwishes to directly purchase the assets of BCX instead of purchasing its shares)

Direct Sale Assets Certain vacant lands and lands with buildings, totaling 32 items.

Sale of Lands and Buildings Transaction

Sale of BCX Ordinary Shares Transaction

Selling certain vacant lands and lands with buildings, totaling 32 items, at the total purchase price of not less than THB 11,016 million

Selling 41,400,000 ordinary shares in BCX, representing 100.00% of the total issued shares of BCX to the Purchaser, at the total purchase price of not less than THB 715 million.

Transaction Period The period during which the relevant asset appraisal report remains

valid, within July 31, 2026

The Independent Financial Advisor or the IFA

Jay Capital Advisory Limited

The Asset Appraisers The Asset Appraisersapprovedby the SEC, as follows: Knight Frank Chartered

(Thailand) Company limited and 15 Business Advisory Company Limited

KF Knight Frank Chartered (Thailand) Company limited

15BA 15 Business Advisory Company Limited

The SEC The Securities and Exchange Commission

The SET The Stock Exchange of Thailand

Notifications on Acquisition or Disposal of Assets

Connected Transaction Notifications

The Notification of the Capital Market Supervisory Board No. TorJor. 20/2551 (2008) Re: Criteria for Entering into Material Transactions Deemed as Acquisition or Disposal of Assets (as amended) and the Notification 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)

The Notification of the Capital Market Supervisory Board No. TorJor. 21/2551 (2008) Re: Guidelines for Related Transactions (as amended) and the Notification of the Stock Exchange of Thailand Re: Disclosure of Information and Operations of Listed Companies B.E. 2546 (2003) (as amended)

April 7, 2026

Attention: The Shareholders of Berli Jucker Public Company Limited

Subject: Opinion of Independent Financial Advisor on Disposal of Assets and Connected Transactions of Berli Jucker Public Company Limited

According to the resolution of The Board of Directors' Meeting of Berli Jucker Public Company Limited (the "Company" or "BJCPL") No.1/2026, which was held on Tuesday, February 24, 2026, resolved to approve and to propose to the 2026 Annual General Meeting of Shareholders for consideration and approval the sale of certain assets of the Company and its subsidiaries, comprising vacant land and land with buildings which are not used in business operations and/or not generating profit1, totaling 33 items (the "Sale Assets"), through (i) the direct sale of 32 assets (the "Direct Sale Assets") and (ii) the sale of shares of BCX Company Limited ("BCX"), which is a subsidiary possessing lands with buildings, totaling 1 item (unless a purchaser wishes to directly purchase the assets of BCX instead of purchasing its shares) (collectively referred to as the " Disposal of Assets Transactions") , at the total purchase price of not less than THB 11,731 million. In this regard, the disposal of each of the Sale Assets by the Company and its subsidiaries will be conducted independently and will not be conditional upon one another.

In addition, the Board of Directors' Meeting resolved to approve and to propose to the shareholders' meeting to authorize the Management Board2 of the Company to identify potential buyers for 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 price framework equivalent 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 July 31, 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 end 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 addition, the Disposal of Assets Transactions constitutes 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 total highest transaction size of these two transactions (in accordance with the total value of consideration criterion) is equal to 3.50%, calculated based on the Company's audited consolidated financial statements for the year 2025 , and based on the assumption that the Company and the relevant subsidiaries dispose of all

  ‌1 The vacant land and land with buildings, Items 3.2, 3.3, and 3.5 (only Land Title Deed No. 18667) (as detailed in Part 1, Section 1.1: Table of Details of the Sale Assets), are currently used in the Company's business operations and are subject to a long-term phase-out plan, during the planning and construction of a new factory

  ‌2 The list of the Management Board of the Company is set out in Part 1, Section 1.3 of this report.

  Direct Sale Assets at the average1 appraised value and BJCCON (which is a subsidiary of the Company) disposes of the Sale Shares of BCX2 using the adjusted book value approach. In this regard, the Company and its subsidiaries have not entered into any other disposal of assets transactions during the six-month period prior to the date on which the Board of Directors approved the entry into this transaction. Therefore, the transaction size is lower than 15%, and 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. The approval of such transaction falls under the authority of the Company's Board of Directors. Accordingly, the Company is not required to prepare and disclose an information memorandum to the Stock Exchange of Thailand, nor is it required to convene a shareholders' meeting for the approval of such transaction.

  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 categorized as a Class 1 Transaction, i.e., a transaction with a transaction size equals to 50% or higher but not exceeding 100% under the criteria prescribed in the Notifications on Acquisition or Disposal of Assets, at the same time.

  In this regard, in the event that TCC Group and/or other connected persons are the Purchaser of all the Sale Assets, the Disposal of Assets Transactions will result in the highest aggregate size of the connected transactions equal to 17.92% of the net tangible assets of the Company, calculated with reference to the Company's audited consolidated financial statements for the year 2025, and based on the assumption that the Company and the relevant subsidiaries dispose of all Direct Sale Assets at the average1appraised value and that BJCCON disposes of the Sale Shares at the fair value determined under the adjusted book value approach of BCX2. 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 entry into this transaction. Therefore, the transaction size exceeds 3.00%. Accordingly, the Company is required to proceed as follows:

• To disclose the information memorandum in relation to the Disposal of Assets Transactions to the Stock

  Exchange of Thailand (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.

  ‌1 The average appraised value refers to the average appraised value of the Direct Sale Assets and BCX's assets as appraised by two Asset Appraisers approved by the SEC, namely Knight Frank Charter (Thailand) Company Limited, with a valuation report dated January 27, 2026, and 15 Business Advisory Company Limited, with a valuation report dated January 30, 2026.

  ‌2 In the case of direct sale of BCX's assets (as opposed to a share sale), the highest transaction size of the Disposal of Assets Transactions shall be equal to 3.54% under the total value of consideration criterion and based on assumption that BJCCON shall dispose of BCX's asset equal to the average appraised value

  This Independent Financial Advisor's Report has been prepared based on information obtained from interviews, documents provided by the Company, as well as information publicly available. Furthermore, the Independent Financial Advisor has considered the current economic situation in providing its opinion as an Independent Financial Advisor on the Transaction. Therefore, if the information used in this study changes significantly in the future, the Independent Financial Advisor's opinion on the Transaction may change accordingly. The information used in preparing this report includes:

• Resolutions of the Company's Board of Directors' Meeting and information related to the Transaction

• Information related to the Transaction which is published through the SET's information system and/or the Company's website and/or disclosed to the public

• Annual information statement for 2025 (Form 56 - 1 One Report) of the Company

• Information relating to the Company's business operations, including the economic conditions and

  relevant industry of the Company

• The Company's consolidated and separate financial statements audited by Deloitte Touche Tohmatsu

  Jaiyos Audit Co., Ltd. for the years ended December 31, 2023 - 2025

• The audited financial statements of BCX, audited by Fides Audit Co., Ltd., for the years ended December 31, 2023 - 2025

• The operating results of the BIG C branches to be disposed of for the years ended December 31, 2023 - 2025, prepared by the Company

• The asset appraisal reports for 33 assets prepared by Knight Frank Chartered (Thailand) Company Limited and 15 Business Advisory Company Limited, including interviews with the Asset Appraisers

• Key terms and conditions of the draft agreements related to the transaction, including the draft assets sell and purchase agreement and the draft share purchase agreement of BCX

• Information from interviews with executives, employees, and/or officers of BIG C, as well as related persons

• Other information and documents provided by the Company, such as the projected net cash inflows and the estimated gain from the disposal of assets expected to be received from the transaction, including the estimated expenses related to the transaction, etc.

  In addition, the preparation of the Independent Financial Advisor's opinion is based on the following assumptions:

• All information and documents which the Independent Financial Advisor has received from the Company including information obtained from interviews with executives, employees, and/or officers of BIG C, as well as related persons , it is complete, correct, and true. The opinions expressed are reliable and close to the current reality, for instance, The current utilization of the assets and the Company's future plans.

• The asset appraisal reports for the 33 assets to be disposed of are assumed to be complete, accurate, and true, and such assets have been inspected by the property appraisers. The opinions expressed in the asset appraisal reports are considered reliable and reflective of the current conditions. However, the appraised values are based on the assumptions and analyses of the property appraisers and are subject to various factors that may be uncertain and/or volatile in the future, such as real estate market conditions, overall economic conditions, interest rates, market demand, and relevant laws and regulations, which may affect the utilization of the assets, as well as other factors beyond the control of the Company and the Asset Appraisers.

• There are no events that have occurred, are about to occur, or are likely to occur that may materially affect the Sale Assets, including the results of operations and financial position of the Company and BCX

• The estimated net cash proceeds from asset disposal and net profit from asset disposal are based on the assumption that the Company is able to dispose of all assets. However, such estimates are subject to change from those projected, for instance, the Company is unable to dispose of all 33 specified assets, or the actual asset sale prices or expenses incurred differ from the assumptions used in the above estimates.

• In the event that the Company and/or its subsidiaries are unable to find a purchaser or fail to execute the relevant sale and purchase agreement(s) within the Transaction Period, by July 31, 2026, the Company and its subsidiaries shall comply with the Notifications on Acquisition or Disposal of Assets and the Connected Transaction Notifications once again.

  In the event that the assumptions as mentioned above are incorrect and/or untrue and/or incomplete and/or there are significant changes in the future, this may affect the Independent Financial Advisor's opinion in providing this opinion. Therefore, the Independent Financial Advisor cannot confirm the potential impact on the Company and its shareholders in the future from such factors. Since the actual transaction price to be realized in the future may differ from the average appraised value, which has been set as the minimum price framework, depending on negotiations and market conditions at the time, and given that it cannot be confirmed whether the Company and/or its subsidiaries will be able to dispose of all assets within the stipulated Transaction Period, by July 31, 2026. Furthermore, the Independent Financial Advisor's opinion on this occasion is intended to provide opinions to the Company's shareholders. For the transaction as detailed above only, the decision to vote to approve the Transaction this time is at the discretion of the Company's shareholders. It is important that shareholders study the information and consider the reasons, advantages, disadvantages, risk factors, limitations and opinions on various issues. Any information related to the transaction should be carefully cons idered before voting in order to consider and approve the transaction appropriately. However, this opinion is not an endorsement of the success of the transaction, including any potential impacts and the Independent Financial Advisor is not responsible for any impacts. Any damages that may arise from the transaction, whether directly or indirectly.

  The Independent Financial Advisor has considered the reasonableness of the Disposal of Assets Transactions and related-party transactions, with details as follows:

  ‌Executive Summary

According to the resolution of The Board of Directors' Meeting of Berli Jucker Public Company Limited (the "Company") No.1/2026, which was held on Tuesday, February 24, 2026, resolved to approve and to propose to the 2026 Annual General Meeting of Shareholders for consideration and approval the sale of certain assets of the Company and its subsidiaries, comprising vacant land and land with buildings which are not used in business operations and/or not generating profit1, totaling 33 items (the "Sale Assets"), through (i) the direct sale of 32 assets (the "Direct Sale Assets") and (ii) the sale of shares of BCX Company Limited ("BCX"), which is a subsidiary possessing lands with buildings, totaling 1 item (unless a purchaser wishes to directly purchase the assets of BCX instead of purchasing its shares) (collectively referred to as the "Disposal of Assets Transactions"), at the total purchase price of not less than THB 11,731 million, the disposal of each of the Sale Assets by the Company and its subsidiaries will be conducted independently and will not be conditional upon one another. In addition, the Board of Directors' Meeting resolved to approve and to propose to the shareholders' meeting to authorize the Management Board 2 of the Company to identify potential buyers for 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 price framework equivalent 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 July 31, 2026 which is the period during which the relevant asset appraisal report remains valid (the "Transaction Period"). 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 addition, the Disposal of Assets Transactions constitutes 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 total highest transaction size of these two transactions (in accordance with the total value of consideration criterion) is equal to 3.50%, calculated based on the Company's audited consolidated financial statements for the year 2025 , and based on the assumption that the Company and the relevant subsidiaries dispose of all Direct Sale Assets at the average3 appraised value and BJCCON, which is a subsidiary of the Company, disposes of the Sale Shares of BCX4 using the adjusted book value approach. In this regard, the Company and its subsidiaries have not entered into any other disposal of assets transactions during the six-month

  ‌1 The vacant land and land with buildings, Items 3.2, 3.3, and 3.5 (only Land Title Deed No. 18667) (as detailed in Part 1, Section 1.1: Table of Details of the Sale Assets), are currently used in the Company's business operations and are subject to a long-term phase-out plan, during the planning and construction of a new factory

  ‌2 The list of the Management Board of the Company is set out in Part 1, Section 1.3 of this report.

  ‌3 The average appraised value refers to the average appraised value of the Direct Sale Assets and BCX's assets as appraised by two Asset Appraisers approved by the SEC, namely Knight Frank Charter (Thailand) Company Limited, with a valuation report dated January 27, 2026, and 15 Business Advisory Company Limited, with a valuation report dated January 30, 2026.

  ‌4 In the case of direct sale of BCX's assets (as opposed to a share sale), the highest transaction size of the Disposal of Assets Transactions shall be equal to 3.54% under the total value of consideration criterion and based on assumption that BJCCON shall dispose of BCX's asset equal to the average appraised value

  period prior to the date on which the Board of Directors approved the entry into this transaction. Therefore, the transaction size is lower than 15% and 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. The approval of such transaction falls under the authority of the Company's Board of Directors. Accordingly, the Company is not required to prepare and disclose an information memorandum to the Stock Exchange of Thailand, nor is it required to convene a shareholders' meeting for the approval of such transaction.

  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 categorized as a Class 1 Transaction, i.e., a transaction with a transaction size equals to 50% or higher but not exceeding 100% under the criteria prescribed in the Notifications on Acquisition or Disposal of Assets, at the same time.

  In this regard, in the event that TCC Group and/or other connected persons are the Purchaser of all the Sale Assets, the Disposal of Assets Transactions will result in the highest aggregate size of the connected transactions equal to 17.92% of the net tangible assets of the Company, calculated with reference to the Company's audited consolidated financial statements for the year 2025, and based on the assumption that the Company and the relevant subsidiaries dispose of all Direct Sale Assets at the average1 appraised value and BJCCON disposes of the Sale Shares at the fair value determined under the adjusted book value approach of BCX 2 . 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 entry into this transaction. Therefore, the transaction size exceeds 3.00%. Accordingly, the Company is required to proceed as follows:

• To disclose the information memorandum in relation to the Disposal of Assets Transactions to the Stock

  Exchange of Thailand (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.

‌1 The average appraised value refers to the average appraised value of the Direct Sale Assets and BCX's assets as appraised by two Asset Appraisers approved by the SEC, namely Knight Frank Charter (Thailand) Company Limited, with a valuation report dated January 27, 2026, and 15 Business Advisory Company Limited, with a valuation report dated January 30, 2026.

‌2 In the case of direct sale of BCX's assets (as opposed to a share sale), the highest transaction size of the Disposal of Assets Transactions shall be equal to 3.54% under the total value of consideration criterion and based on assumption that BJCCON shall dispose of BCX's asset equal to the average appraised value

The transaction's structure is as follows:

Remarks: / 1 The Company will Lease back Items 3.2, 3.3, and 3.5 (in respect of land title deed no. 18667), as detailed in Part 1, Section 1.1: Table of Details of the Sale Assets, will be utilized for a short-term period of not more than 3 years. In this regard, TGI will Lease back the vacant land for use in its sand trading operations, while BJF and RIL will Lease back the land with buildings for use in their ongoing operations. during the planning phase on the construction of their new factories. The lease terms will be based on normal commercial terms and conditions and referred to as market rental rates as appraised by the Asset Appraisers.

/ 2 In the event that the Purchaser wishes to directly purchase the Assets of BCX instead of purchasing its shares, the Management Board shall have the authority to consider and approve the sale of assets of BCX to such Purchaser, which shall not be lower than THB 827.50 million, within the Transaction Period and under the terms and conditions as approved by the shareholders' meeting of the Company.

From entering into the transaction above, key steps and tentative timeline can be summarized as follows.

1. The total transaction value for the disposal of all 33 items, amounting to not less than THB 11,731 million, is within the fair value range as assessed by The Independent Financial Advisor. The market approach was applied to 32 items involving the Sale of Lands and Buildings, while the adjusted book value approach was applied to 1 item involving the Sale of BCX Ordinary Shares. The combined fair value range is THB 11,491.22 - 11,969.79 million. Therefore, The Independent Financial Advisor is of the opinion that the transaction value is appropriate (please refer to Section 3.1: Fairness of the Transaction Price for the details of the valuation of each asset).

   Summary of the Fair Value Assessment by The Independent Financial Advisor

   Items (THB Million)	Book Value approach	Market Approach / Adjusted Book Value Approach
   		Knight Frank Chartered (Thailand) Company limited ("KF")	15 Business Advisory Company Limited ("15BA")
   1. Sale of Lands and Buildings Transaction	6,317.00	10,769.60	11,261.37
   2. Sale of BCX Ordinary Shares Transaction	264.75	721.62	708.42
   Aggregate Value by Valuation Method	6,581.75	11,491.22	11,969.79
   Appropriateness	inappropriate	appropriate
   Fair value		11,491.22 - 11,969.79
   The transaction value is not be less than		11,731

2. The entry into the transaction will enable the Company to convert certain land and buildings that are not utilized in its core business operations (Non-Core Assets), or that are not aligned with the Company's long-term utilization plan, into cash in order to enhance liquidity. In addition, t h e Company expects to reduce approximately THB 21.44 million per year in asset management expenses for the Sale Assets based on their current utilization, such as land and building tax expenses and other asset management expenses, as well as mitigate potential risks arising from future changes in urban planning regulations which may affect the utilization of such land and buildings.

3. In the event that the Company is able to dispose of all the Sale Assets, with a total transaction value of not less than THB 11,731 million, the Company expects to receive net cash proceeds of

   approximately THB 9,991.92 million after deducting related expenses, such as transfer fees, specific business tax, stamp duty, and estimated corporate income tax arising from the gain on the disposal of the Sale Assets. As a result, the Company is expected to receive additional cash inflows to support its deleveraging plan, which is anticipated to increase following the investment transaction in all ordinary shares of TCCLI, which holds shares in MMVN, as approved by the Extraordinary General Meeting of Shareholders No. 1/2026 held on Friday, February 13, 2026. (Details of the estimated net cash proceeds are presented in Part 2, Section 2.2 of this report. However, the actual net cash proceeds from the disposal of assets may differ from the estimates, for example, in the event that the Company is unable to dispose of all the Sale Assets.)

4. In the event that the Company is able to dispose of all the Sale Assets, based on the transaction value of THB 11,730.88 million, after deducting the cost of the assets based on the book value as presented in the Company's audited consolidated financial statements for the year 2025, amounting to THB 6,793.19 million, and the expenses related to the Transaction, including transfer fees, specific business tax, stamp duty, and estimated corporate income tax from the gain on disposal of the Sale Assets, the Company expects to recognize a net gain on disposal of assets of approximately THB 4,015.17 million. (Details of the estimated net gain on disposal of assets are presented in Part 2, Section 2.2 of this report. However, the actual gain from the disposal of assets may differ from the estimates, for example, in the event that the Company is unable to dispose of all the Sale Assets.)

5. The Transaction will mitigate the financial burden and operational losses associated with underperforming BIG C branches, including fixed expenses and management costs related to such branches, such as personnel expenses, utilities, maintenance expenses, and land and building tax obligations. In addition, it will help mitigate the risk of recognizing operating losses from such branches in the future.

6. The Transaction will also help reduce the Company's borrowing obligations and interest expenses, as the Company intends to utilize the proceeds from the Disposal of Assets Transactions to repay existing debt and debt that will arise from the transaction to acquire all shares of TCCLI, which holds shares in MMVN. This is expected to result in a reduction in the Company's projected interest-

bearing debt to equity ratio (Interest Bearing Debt to Equity Ratio: IBD/E)1, which, in the event that

the Company is able to dispose of all such assets, is expected to decrease from 1.55 times to 1.42 times, based on the consolidated financial statements as of December 31, 2025. and mitigate the potential risk of a credit rating review, which may otherwise affect the Company's borrowing capacity, interest rates, as well as its ability to issue and offer debentures in the future (please refer to Part 2, Section 2.2 of this report).

However, entering into the Transaction involves disadvantages and risks that shareholders should further consider before voting to approve the Transaction, as follows:

1. In the event that the Company is able to dispose of all such assets, the Company may incur additional expenses from the entry into the Transaction, totaling approximately THB 1,738.95 million , such as land transfer fees, specific business tax, stamp duty and corporate income tax arising from the gain on the sell of assets, among others.

2. The Company may lose the opportunity to sell the assets at a higher price in the future in case of the land prices increase, as many of the Sale Assets are located in industrial and logistics zones, such as Bang Phli, Phra Pradaeng, Bang Sao Thong, Bang Ya Phraek, and Laem Fa Pha, among others. In

   1. ‌Calculated from the Company's interest-bearing debt comprising loans from financial institutions, debentures, and lease liabilities.

      addition, certain lands are situated within the Eastern Economic Corridor (EEC), including Rayong and Chachoengsao provinces. As a result, such locations may have potential for development and value appreciation in the long term.

3. In the event that the Company requires lands or lands with buildings for future business operations, it may be required to incur higher investment costs to acquire new lands or lands with buildings, which may involve costs exceeding the value received from the current disposal. This may be attributable to the increasing trend in land prices, inflationary pressures, or limitations in the availability of locations suitable for business operations.

4. There is a risk associated with the disposal of certain assets that are currently utilized in the Company's business operations, namely certain land, factories, and warehouses, such as an items 3.2, 3.3, and 3.5 (in respect of land title deed no. 18667), as detailed in Part 1, Section 1.1: Table of Details of the Sale Assets which are subject to a long-term phase-out plan. Following the disposal of such assets, the Company intends to temporarily Lease back certain assets for a short-term period of not more than three years during the period in which the Company plans and undertakes the construction of new factories and warehouses, which is expected to take approximately three years. However, if the construction plan and the relocation of the production base to the new facilities take longer than three years to complete, the Company may face risks relating to the continuity of utilizing such assets for its business operations and may need to negotiate an extension of the lease agreements, which may result in higher operating costs. Nevertheless, based on information obtained from interviews with the Company's management and publicly available information, it was noted that the Company has already approved a budget for the acquisition of approximately 170 rai of land located in Khlong Chik Sub-district, Bang Pa-in District, Phra Nakhon Si Ayutthaya Province. The project is currently in the process of architectural design and preparation for construction.

5. There is a risk that the conditions precedent for the Transaction may not be fulfilled, that the Company may be unable to procure Purchaser for the Sale Assets, or that the execution of the Transaction may be delayed beyond the Transaction Period. Such circumstances may result in the Company being unable to reduce its debt burden in accordance with its planned deleveraging strategy and may also cause the Company to incur sunk costs arising from expenses already incurred in preparation for the Transaction.

   In addition, the Company's shareholders may consider the comparison of the advantages and disadvantages of entering into the Transaction with a connected person versus a third party, as detailed in Part 2, Section 2.3 of this report, as well as the assessment of the fairness of the conditions under each clause of the Land Sale and Purchase Agreement, as presented in Part 3 , Section 3.2 of this report. The Independent Financial Advisor is of the opinion that the key terms of the draft agreements relating to the transaction are in line with normal market practices for real estate transactions, whereby the buyer and the seller may mutually agree on such terms at their discretion. Furthermore, such terms are not expected to be detrimental to the Company and its shareholders, as follows:

   • The conditions regarding fees and tax obligations, which require each party to share the transfer registration fees equally and the Company, as the Seller, to be responsible for withholding tax, specific business tax, and stamp duty (if any), are consistent with general real estate transaction practices.

   • The condition requiring full cash payment of the purchase price on the closing date is appropriate and beneficial to the Company and its subsidiaries as the Sellers, as it reduces the risk of payment default and enables the Company to receive full payment in a single installment without the burden of following up on payments. At this stage, the Company has not stipulated any deposit requirement, in order to maintain flexibility and efficiency in the process of identifying potential buyers who can offer the most competitive price for each asset.

   • The conditions precedent, such as the approval by the shareholders' meetings of BJCPL and BIG C, as the Sellers, to sell the Sale Assets to the Purchaser, and obtaining consent from other relevant persons or counterparties in the event that the seller or its affiliated companies have obligations requiring such consent prior to the entry into this transaction, will help the Company and its subsidiaries comply with relevant rules and regulations and not cause a breach of any existing contracts.

   • The condition for the transfer of possession of assets within 6 months from the closing date, without any rental charge during the period prior to the transfer of possession, is beneficial to the Company and its subsidiaries in managing the delivery of assets and ensuring operational flexibility.

   • The Lease back condition facilitates the Company's continued use of certain assets on a temporary

     basis, in alignment with its business plan, while awaiting the construction of the new factories.

   • The provision of options for the Purchaser to acquire either the ordinary shares of BCX or the assets of BCX directly, whether such Purchaser are third parties or related parties, is intended to enhance flexibility in the negotiation process, as each investment structure involves different considerations. For example, in the case of an investment in ordinary shares, the Purchaser would typically undertake a due diligence process to assess the status of assets, liabilities, expenses, and contractual obligations of the business, which may require a longer execution timeline. In contrast, an asset acquisition may involve higher transaction-related costs, such as transfer fees. Accordingly, the Management Board has been authorized to determine the appropriate transaction structure for each purchaser, as deemed appropriate, within the transaction timeframe and subject to the terms and conditions approved by the shareholders' meeting of the Company.

   • Furthermore, in accordance with the resolution of the Board of Directors, the terms and conditions governing the asset disposal transactions shall be applied consistently, irrespective of whether the Purchaser are third parties or related parties.

After considering the benefits expected to be received by the Company and its shareholders from entering into the Transaction, the potential disadvantages and risks, and the appropriateness of the price and conditions for entering into the transaction as discussed above, the Independent Financial Advisor is of the opinion that the Transaction is appropriate. Therefore, shareholders should approve the transaction.

The decision to vote on the Transaction is solely at the discretion of the shareholders. The shareholders should study the information provided and carefully consider the reasons, advantages, disadvantages, risk factors, limitations, and opinions presented. All information related to the Transaction, as attached to this invitation to the shareholders' meeting, should be reviewed thoroughly prior to voting to ensure an informed and proper decision.

Jay Capital Advisory Limited, as the Independent Financial Advisor to the Company, hereby certifies that it has performed its duties, reviewed, and analyzed all relevant information as described above in accordance with professional standards. The opinions provided are based on objective information and analysis, with primary consideration given to the interests of the minority shareholders.

The land and buildings comprise three main categories: (1) Lands and buildings not used in business operation; (2) Lands and buildings of BIG C branches which have continuously incurred losses and which BIG C has resolved to close; and (3) Lands and buildings currently used in business operations and under a long-term discontinuation plan. Based on interviews with the Company's management, it was noted that the land and buildings not currently utilized in business operations consist of assets originally held by the Company since the early stage of its business operations, assets acquired through business acquisitions of subsidiaries, or assets received from debt settlements with the Company's debtors, among others. Subsequently, or at present, such assets are no longer utilized in the Company's business operations. Details of the Sale Assets, photographs and current utilization of the Sale Assets, with

reference to the asset appraisal reports prepared by Knight Frank Chartered (Thailand) Co., Ltd. ("KF") dated January 27, 2026 and 15 Business Advisory Co., Ltd. ("15BA") dated January 30, 2026, are as follows:

1. Lands and buildings not used in business operation
   1. Land and Warehouse (Rat Burana Road, Bangkok)

      Photographs of the Asset
      Asset Type
      Location	No. 228, adjacent to Rat Burana Road, approximately 450 meters from Rama IX Bridge (Chalerm Maha Nakhon Expressway), Rat Burana Sub-district, Rat Burana District, Bangkok
      Title Holder	Berli Jucker Company Limited Remark: Berli Jucker Company Limited has changed its name to Berli Jucker Public Company Limited
      Land Title Documents		Title Deed No.	Land No.	Survey Page	Area as per Title Deed
      					Rai	Ngan	Sq. Wah
      		3216	11	670	9	1	66.0
      		Total			9	1	66.0
      Applicable Regulations / Laws	Zoning Regulations Other Applicable Laws construction of certain types of buildings along both banks of the Chao Phraya River in Bangkok, pursuant to the Bangkok Metropolitan Administration By-law B.E. 2542 (1999).
      Building Age	Approximately 35 years; lacking maintenance; building condition is fair
      Current Utilization	Not in use
      Verifiable Encumbrances	None
      Appraisal value	Appraisal value by KF: THB 589.90 million Appraisal value by 15BA: THB 593.60 million

      • Land: 1 title deed, with a total area of 9 rai 1 ngan 66.0 sq.wah (3,766.0 sq.wah)

      • Structures: Warehouse building, office building, and guardhouse

      • Located in the "Orange Zone, Area No. Yor.7-24", designated for "Medium Density Residential" land use, pursuant to the Ministerial Regulation on the Bangkok Comprehensive Plan B.E. 2556 (2013).

      • The property is located within the area designated for restriction on construction, modification, or change of use of certain types of buildings in certain areas of Bangkok (retail-wholesale), pursuant to the Bangkok Metropolitan Administration By-law B.E. 2548 (2005).

      • The property is located within the area designated for restriction on

   2. Land and 2-Storey Villa (InterContinental Ko Samui Resort)

      Photographs of the Asset
      Asset Type
      Location	No. 296/12 (641), Moo 3, within the InterContinental Ko Samui Resort project, adjacent to Nara-Taling Ngam Road, Taling Ngam Sub-district, Ko Samui District, Surat Thani Province
      Title Holder	Berli Jucker Public Company Limited
      Land Title Documents		Title Deed No.	Land No.	Survey Page	Area as per Title Deed
      					Rai	Ngan	Sq.Wah
      		12078	254	1576	0	1	6.50
      		Total			0	1	6.50
      Applicable Regulations / Laws	Zoning Regulations Other Applicable Laws (2005)) Samui District, Surat Thani Province B.E. 2557 (2014)
      Building Age	Approximately 32 years; deteriorated and lacking maintenance
      Current Utilization	Not in use
      Verifiable Encumbrances	None
      Appraisal value	Appraisal value by KF: THB 11.80 million Appraisal value by 15BA: THB 14.00 million

      • Land: 1 title deed, with a total area of 1 ngan 6.5 sq.wah (106.5 sq.wah)

      • Structures: 2-storey building

      • Located in the "Pink Zone" (Area 1.3), designated for "Community" land use, pursuant to the Ministerial Regulation on the Surat Thani Province Comprehensive Plan B.E. 2560 (2017).

      • Located in the "Yellow Zone" (Area 1.13), designated for "Low Density Residential" land use, pursuant to the Ministerial Regulation on the Ko Samui Community Comprehensive Plan, Surat Thani Province B.E. 2549 (2006) (currently expired).

      • Ministerial Regulation No. 22 (B.E. 2532 (1989)) and No. 59 (B.E. 2548

      • Ko Samui Municipal By-law B.E. 2552 (2009)

      • Ko Samui City Municipality By-law on restriction on construction, modification, or change of use of certain types of buildings in Ko Samui City Municipality, Ko Samui District, Surat Thani Province B.E. 2560 (2017)

      • Notification of the Ministry of Natural Resources and Environment, Ko

   3. Vacant Land (Phra Pradaeng District, Samut Prakan Province)

      Photographs of the Asset
      Asset Type	- Land: 3 title deeds and partial area of 1 title deed, with a total area of 10 rai 1 ngan 61.0 sq.wah (4,161.0 sq.wah)

      Location	Adjacent to the Industrial Ring Road, approximately 350 meters south of Pu Chao Saming Phrai Road, Bang Ya Phraek Sub-district, Phra Pradaeng District, Samut Prakan Province
      Title Holder	Berli Jucker Public Company Limited
      Land Title Documents		Title Deed No.	Land No.	Survey Page	Area as per Title Deed			Sale Area
      					Rai	Ngan	Sq.Wah	Rai	Ngan	Sq.Wah
      		2133 (Partial)	41	5	5	3	91.0	3	1	70.0
      		2140	3	12	2	0	21.0	2	0	21.0
      		4437	1	378	1	2	91.0	1	2	91.0
      		5549	2	491	3	0	79.0	3	0	79.0
      		Total			12	3	82.0	10	1	61.0
      	Remark: Title Deed No. 2133, Land No. 41 is divided into 2 portions by the Industrial Ring Road. Portion 1 (area 3-1-70.0 rai) is the location of Property Item 1.3, and Portion 2 (area 2-2-21.0 rai) is the location of Property Item 3.1.
      Applicable Regulations / Laws	Zoning Regulations Other Applicable Laws
      Building Age	No structures
      Current Utilization	Not in use
      Verifiable Encumbrances	None
      Appraisal value	Appraisal value by KF: THB 187.20 million Appraisal value by 15BA: THB 171.30 million

      • Located in the "Yellow Zone" (Area Yor.4-6), designated for "Low Density Residential" land use, pursuant to the Ministerial Regulation on the Samut Prakan Province Comprehensive Plan B.E. 2568.

      • Restrictions on construction, modification, use, or change of use of certain types of buildings in certain areas of Bang Bo, Phra Pradaeng, Bang Phli, Mueang Samut Prakan, Phra Samut Chedi Districts, and Bang Sao Thong Sub-district, Bang Phli District, Samut Prakan Province B.E. 2547.

      • Notification of the National Environment Board on pollution control zones in Samut Prakan Province B.E. 2537.

   4. Vacant Land (Mueang District, Ranong Province)

      Photographs of the Asset
      Asset Type	- Land: 1 title deed, with a total area of 32 rai 24.7 sq.wah (12,824.7 sq.wah)
      Location	Adjacent to Phet Kasem Road (Highway No. 4), at Kilometer Marker 597+200 Bang Non Sub-district, Mueang District, Ranong Province
      Title Holder	Big C Supercenter Public Company Limited
      Land Title Documents		Title Deed No.	Land No.	Survey Page	Area as per Title Deed
      					Rai	Ngan	Sq. Wah
      		10475	541	3042	32	0	24.7
      		Total			32	0	24.7

      Applicable Regulations / Laws	Zoning Regulations Other Applicable Laws B.E. 2547 (2004)
      Building Age	No structures
      Current Utilization	Not in use
      Verifiable Encumbrances	None
      Appraisal value	Appraisal value by KF: THB 182.80 million Appraisal value by 15BA: THB 176.20 million

      • Located in the "Pink Zone" (Area No. 1.3), designated for "Community" land use, pursuant to the Ministerial Regulation on the Ranong Province Comprehensive Plan B.E. 2558 (2015)

      • Located in "Zone 2" pursuant to the Ministerial Regulation on restriction on construction, modification, or change of use of certain types of buildings in certain areas of Mueang Ranong District, Ranong Province,

   5. Vacant Land (Kaeng Khoi District, Saraburi Province)