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Opinion of the Audit Committee on the connected transaction

BackApr 17, 2006

Subject:	Opinion of the Audit Committee on the 
		connected transaction regarding the renewal
		of the land lease agreement, including building
		lease agreement and service agreement relating
		to Big C Wong Sawang Branch and their registration
To:		Board of Directors and Shareholders
		Big C Supercenter Public Company Limited

              	Pursuant to the Audit Committee Meeting of 
Big C Supercenter Public Company Limited (the "Company") 
held on 31 March 2006, had the summary as follows:
              	SICCO Advisory Company Limited (the 
"Independent Financial Advisor") has provided an opinion
on the connected transaction to the Audit Committee Meeting
regarding the renewal of the land and building lease 
agreements including service agreement of the Company
relating to Wongsawang as follows;
- The Details of the Connected Transaction
  Big C Supercenter Public Company Limited
(the "Company"), and Central Super Store Company Limited,
a wholly-owned subsidiary of the Company, committed the 
renewal of the land lease agreement, including building
lease agreement and service agreement in Central Department
Store, Wong Sawang Branch building, for the period of 
10 years, since 1 April 2006 to 31 March 2016, with 
Central Department Store Company Limited which holds
1.2 per cent of the Company's share.   BIG C will
continue to operate the office and warehouse on the
leased land, and continue to conduct a modern trade
in form of Supercenter and provide rental spaces in
the store under the name of "Big C Supercenter".  
Besides such shareholding relationship, the Chirathivats
are also the direct and indirect shareholders and 
controlling party of both Central Department Store
Company Limited and the Company.
- The Category and Size of the Connected Transaction
Category:	The connected transaction was 
		categorized as the second type, related 
      		to supporting normal business transaction
		under the Stock Exchange of Thailand 
		Notification Re: Disclosure of Information
		and Other Acts of Listed Companies concerning
		the connected transactions (Added), 2004 
		dated 21 July 2004.  
Value:		The total value of the transaction was 
		THB 497.64 Million, accounting for 3.75 per cent
		of the Company's Net Tangible Asset (NTA), 
		which was calculated from the total assets,
		deducted by intangible assets, liabilities,
		and the minority interest as of the 
		31 December 2005.  The Net Tangible Asset
		was THB 13,266.13 Million, resulting in the
		transaction size of exceeding or equal to
		THB 20 Million or 3 per cent of the Net
		Tangible Asset of the listed company and
		its subsidiaries.  However, the general
		trading conditions of such transaction
		were not committed by both counterparties.
		Therefore, the shareholders' resolution
		is required to approve such transaction.
		This transaction must be approved by its
		shareholders' meeting with the vote of 
		at least three-fourths of the total 
		number of votes of the shareholders or
		their proxies (if any) who attend the
		meeting and have the voting rights,
		excluding the connected shareholders who
		have conflict of interests.
Furthermore, the Independent Financial Advisor had 
provided the additional opinion that the connected
transaction is reasonable, beneficial to the Company,
fair in terms of price and conditions.  Shareholders
should consider approving this transaction for 
the following reasons:
Reasonableness of the Connected Transaction
1. Continuity of Business Operation
2.  To Maintain Market Share
Comparing the Advantages and Disadvantages of Entering
into the Connected Transaction 
1. To Sustain the Total Revenue of the Company
2.  To Maximize the Utilization of Company's Asset
Comparison of Advantages and Disadvantages of the 
Connected Transaction 
To maximize the utilization of the potential resembling
plots to the current location from any property 
owner(s) in Wong Sawang area. 
The Fairness of the Price and the Conditions of 
the Connected Transaction
1. Land Rental Rate, Building Rental Rate including
   Service Fee are in Line with Market Rental Rate
2. The Proportion of Rental Expenses to Net Sales
   Revenue and Rental Incomes Compared to those
   of the Competitors
3. Conditions of the Connected Transaction in 
   according to the terms and conditions of the
   upward adjustment in the land rental rate and
   the building rental rate are reasonable in 
   accordance to the business nature and practice. 

As the above summary, the Audit Committee Meeting
has unanimously agreed to approve the above 
transaction.  The Audit Committee has an opinion 
that the transaction is reasonable and given the
benefit to Big C when compared to the transaction
with external party in accordance with the 
Independent Financial Advisor
In this regard, the Audit Committee has unanimously
agreed to assign Mr.Nontaphol Nimsomboon, the 
chairman of Audit Committee, to be appointed by
the shareholders as the proxy to vote on this
transaction in the Annual General Meeting of
shareholders.

Please be informed accordingly.

Sincerely Yours,


Mr. Nontaphon Nimsomboon
Chairman of Audit Committee