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Opinion of the IFA on the connected transaction

BackApr 18, 2006

Pursuant to the 3/2006 Board of Directors' Meeting of 
Big C Supercenter Public Company Limited (the "Company" 
or "BIG C") held on 14 March 2006, the Board of Directors' 
Meeting made a resolution to approve the transaction 
regarding the renewal of the land lease agreement, including
building lease agreement and service agreement relating to
Big C Wongsawang Branch with Central Department Store 
Company Limited for the period of 10 years.  Such transaction
is classified as a connected transaction between the 
Company and Central Department Store Company Limited
as both companies have the same group of major 
shareholders and Controlling Party.

	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.  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.  

	The Company has appointed SICCO Advisory
Company Limited (the "Independent Financial Advisor"
or "Financial Advisor") as the Independent Financial 
Advisor to provide an opinion on the connected
transaction to the Independent Directors, Audit 
Committee and shareholders regarding the fairness
of price and the reasonableness of such 
connected transaction.
	
	SICCO Advisory Company Limited as the 
Independent Financial Advisor provides an opinion 
on the connected transaction in the following matters:
1. Category and Details of the connected transaction;
2. Reasonableness of the connected transaction;
3. Fairness of price and conditions of the connected
    transaction;
4. Opinion of the Independent Financial Advisor for
    consideration of the Company's shareholders. 

The Independent Financial Advisor rendered an
opinion based on documents from the Company, 
financial projection of Big C Wong Sawang received
from the Company's executives, interviews with its 
executives, the appraisal report from Jones Lang
Lasalle (Thailand) Limited which was the 
independent valuation company, the industrial 
environments, and the economic factors.  
The Independent Financial Advisor's opinion 
expressed herein has been based on the 
assumptions that the information and documents
obtained from the Company and from the
interviews with its executives are true and 
complete.  Our analysis on the economic 
condition and the information was based 
on the current situation at the time of the case.
Should there be any future significant changes that
may have material adverse impacts on this opinion,
the Independent Financial Advisor may not be 
able to substantiate the impacts of such 
significant changes on the Company and its
shareholders.  In addition, the Independent 
Financial Advisor expresses an opinion only
on the renewal of the land lease agreement, 
including building lease agreement and 
service agreement relating to Big C Wong
Sawang Branch.  This does not include 
other previous connected transactions.
1. Category and Details of the Connected Transaction 
 - 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.  However, the general 
trading conditions of such transaction were not
committed by both counterparties.  Therefore,
the shareholders' resolution is required to 
approve such transaction. 
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 3per cent of the Net Tangible
Asset of the listed company and its subsidiaries.
Such connected transaction, therefore, must be 
approved by the Shareholders' Meeting pursuant
to the SET's notification.
- 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 details of the lease agreements can be 
   concluded as follow.
   Land Lease Agreement
   Signing Date:
   The agreement will be signed after the approval
    from the Annual General Shareholders' Meeting
    of 2006.
Counterparties:
Lessor:  Central Department Store Company Limited
Lessee:  Central Superstore Company Limited
Detail of Assets:
Land Title Deeds Number: 153304, 35763, 24219 
Land Plot Number: 678, 2378, 1978 Bang Sue 
Sub-District, Bangkhen (Bang Sue) District, Bangkok 
3 Title Deeds with the total area of 338 square wahs
(1,352 square meters), including the 4-storey stock
building, with gross floor area of 3,095 square meters. 
Lease Term:
10 years since 1 April 2006 to 31 March 2016 with
lease renewal option for another 2 years at the 
rental rate equal to that of 10th year.
Total Value of Consideration and Terms of Payment:
Monthly rental amount of THB 458,544 for year 1-3, 
and 15 per cent increase every 3 years thereafter.
Payment Period: 6-month rental amount payable 
semi-annually in advance

Building Lease and Service Agreement
Signing Date:
The agreement will be signed after the approval
 from the Annual General Shareholders' Meeting of 2006.
Counterparties:
Lessor / Service Provider:  Central Department Store
Company Limited
Lessee / Service Receiver:  Big C Supercenter Public
Company Limited
Detail of Assets:
Spaces with the area of 8,345.25 square meters
on 1st and 2nd floors of Central Department Store, 
Wongsawang Towncenter building, 888 Phiboon
songkram Road, Bangsue District, Bangkok
Lease Term:
10 years since 1 April 2006 to 31 March 2016 
with lease renewal option for another 2 years
at the rental rate equal to that of 10th year.
Scope of Services:
Infrastructure services i.e. air-conditioning system,
escalator, elevator, emergency electricity, 
electricity, water and gas supply including 
cleaning and maintenance services etc.
Total Value of Consideration and Terms of Payment :
A) Rental rate of THB 300 per square meter, amounting
to THB 2,503,575 per month, and a 10 per cent increase
every 3 years
B) Service fee for common area of THB 20 per 
square meter and service fee for air-conditioning
of THB 65 per square meter, totaling THB 85 per
square meter, amounting to THB 709,346.25 per month.
The service fee for common area and the service 
fee for air-conditioning will be adjusted in accordance
with the electricity and inflation rate

Relationship among Connected Persons
The Euawattanasakul     The Chirathivats  he Norapallops
         4.31%                                 91.38%         4.31%
                                       Central Group      Casino Group
                                                 100%             36.93%
               Central Retail Corporation Co., Ltd.   Saowanee
                                             100%            Holdings 27.25%
                  Central Department Store Ltd.                     
                                          1.20%                     11.75%
Provide Building       Big C Supercenter                     
Lease/Service         PLC. 100%
Provide Land Lease Central Superstore Ltd.
                                         100%
* Connected persons
By Shareholding
	The shareholders of Central Department Store
Company Limited and the Company as of 12 April 2005, 
the latest closure date of shareholder's book, is as follow.
Shareholders             BIG C              Central Department Store Ltd.
                                     % Shareholding               % Shareholding
1.Mr.Tos Chirathivat                 3.03                             0.0000009
2.Mr.Suthisak Chirathivat        2.79                             0.0000009
3.Mr.Pichai Chirathivat            2.79                                    -
4.Ms.Nattaya Chirathivat         2.39                                    -
5.Mr.Suthichai Chirathivat       0.75                             0.0000009
6.Central Department 
Store Company Limited           1.20                                    -
7.Central Retail Corporation 
Company Limited*                     -                               99.9999919
Total                                     12.95                           99.99
Remark * The Chirathivats were direct and indirect shareholders 
                holding 100 per cent shares of Central Retail 
                Corporation Company Limited.
By Management
	Currently, the Board of Directors of Big C 
Supercenter Public Company Limited and Central
Department Store Company Limited are as follow.
Name                                   BIG C     Central Department Store 
                                                              Company Limited
1.Mr.Vanchai Chirathivat*	?	?
2.Mr.Suthichart Chirathivat	?	?
3.Mr.Jean-Michel BARGE	?	-
4.Mr.Tos Chirathivat		?	?
5.Mr.Viet Hung Do		?	-
6.Mr.John Sian Zu-Lin	?	-
7.Mr.Thierry Bourgeron	?	-
8.Mr.Jean-Michel Duhamel	?	-
9.Mr.Jachques Tierny	?	-
10.Mr.Jachues Dominique	?	-
     Ehrmann
11.Mr.Jean-Baptise Emin	?	-
12.Mr.Nontaphon Nimsomboon?	-
13.General Winai Phattiyakul	?	-
14.Dr.Rongphol 		?	-
     Charoenphandhu
15.Mr.Suthiporn Chirathivat	-	?
16.Mr.Suthichai Chirathivat	-	?
17.Mr.Suthikiat Chirathivat	-	?
18.Mr.Suthilak Chirathivat	-	?
19.Mr.Watt Chirathivat	-	?
20.Mr.Kiangsak Chirathivat	-	?
21.Mr.Narongrit Chirathivat	-	?
22.Ms.Nitsinee Chirathivat	-	?
23.Mr.Prin Chirathivat	-	?
24.Ms.Yuwadee Pijarnjit	-	?
25.Ms.Wantana Pruksawan	-	?
	The Chirathivats family is the major shareholder
and the management of both the Company and Central
Department Store Company Limited.  Both companies
are, therefore, considered as connected persons, 
according to the Stock exchange of Thailand 
Notification Re: Disclosure of Information and Other Acts
of Listed Companies concerning the Connected
Transactions, 2003 dated 19 November 2003.

Remark: * Mr.Vanchai Chirathivat is an Honorary
Chairman of the Company.

Company and Subsidiary's Profiles
* Big C Supercenter Public Company Limited
	Big C Supercenter Public Company Limited
 (the "Company" or "BIG C") operates a modern retail
 business in form of "Hypermarket" or "Supercenter" 
under the name of "Big C Supercenter".  There are
total 50 branches available, comprising of 45 branches
of "Big C Supercenter" and another 5 house-brand
branches under the name "Leader Price".  Moreover,
Central Superstore, the Company's subsidiary, 
conducts property business by sourcing property
for BIG C to conduct modern retail business, 
its core business.  
	The Company's registered capital amounts
 to THB 8,250 Million currently, THB 8,013.87 Million
of which are paid-up at the par value of THB 10 per
ordinary share.   The major shareholders of the 
Company are Geant International B.V. and Saowanee
Holding Company Limited, which are companies in
Casino group, a famous retailer from France.
	The Company has 2 majors businesses
as follow:
1. Supercenter Business:
	It occupies the majority area of Big C store,
selling consumer products, such as fresh food, 
dry food, clothing and accessories (Soft Line),
electrical appliances (Home Line), home d?cor
and accessories (Hard Line)

2. Town Center Business: 
	Town Center provides a rental space for
both inside and outside Big C store to small business
entrepreneurs.  However, the goods and services 
must be different from those in Big C store, such as 
restaurants, theaters, petrol stations, pet shops, etc.

Revenue composition of BIG C in 2005 is as follows:
Revenue Composition                         2005
		             THB Million        %
Supercenter - Sales            53,194	       96.2%
			 2,087	          3.8%
Revenue
Town Center - Rentals
and Services Revenue
		Total       55,281	      100%
	The major shareholders as of 12 April 2005, 
the latest closure date of shareholder's book, are as
follow.
	Names	                  No. of Shares   % Paid-up Capital
1.GEANT
   INTERNATIONAL B.V       287,820,000       36.93
2.Saowanee Holding,           218,280,000       27.25
   Company Limited	  
3.Thai NVDR Company        39,330,992         4.91
    Limited
4.STATE STREET BANK      31,900,000	    3.98
    AND TRUST COMPANY
    FOR SWITZERLAND
5.THE BANK OF                     25,956,202          3.24
    NEW YORK 
    (NOMINEES) 
    LIMITED
6.Mr.Tos Chirathivat              24,296,469          3.03
7.Mr.Pichai Chirathivat         22,368,648           2.79
8.Mr.Suthisak Chirathivat     22,368,648          2.79
9.Ms.Nattaya Chirathivat      19,119,381         2.39
10.MRS.ARUNEE CHAN     12,255,431        1.53
11.AMERICAN                       10,907,540	   1.26
     INTERNATIONAL 
     ASSURANCE 
     COMPANY,  
     LIMITED-DI-LIFE
12.Central Department          9,632,000          1.20
      Store Company Limited
13.Aberdeen Growth	     7,449,000           0.93
      Fund (ABG)
14.MRS.ARUNEE CHAN     6,593,258 	  0.82
15.Mr.Suthichai Chirathivat   5,974,400	  0.75
16.STATE STREET BANK 5,255,530          0.66
      AND TRUST 
      COMPANY FOR 
      AUSTRALIA,
17.Thai Banks Mutual Fund 4,989,000	   0.62
		Total	753,686,499	   94.08


The Company's financial status and performance
 from 2003 to 2005, is as follows.
				(Unit: THB Million)
Balance Sheet Financial	 2003             2004              2005
Highlights
Assets
Cash and cash in financial    934.39      1,790.38      2,587.69
institutes
Inventory		 4,054.15      4,337.93     4,587.55
Other current assets     	    728.88          517.16        489.17
Total current assets	 5,836.86     6,718.67      7,771.25
Land, building and             18,699.64   19,695.58   20,137.15
equipment
Goodwill		    462.80          437.26         411.71
Other assets		    395.76          444.05         576.61
Total Assets	              25,395.07     27,295.56   28,896.72

Liabilities &
Shareholders' Equity 
Short-term loan	                         -		    -            750.00
Accounts payable	 8,367.37        9,477.68     9,857.07
Current portion of	 1,593.00     1,182.00             -
long-term loan
Other current liabilities	 1,626.98     2,287.80       2,856.88
Total current liabilities       11,689.46   13,053.32 13,593.03
Long-term loan from	 1,182.00        745.50          745.50
related companies
Other liabilities		    562.14         604.41          715.56
Total Liabilities                   13,954.7      14,544.43  15,168.57
Registered Capital	 8,250.00      8,250.00      8,250.00
Paid-up Capital                     8,005.30      8,009.40      8,013.37
Premium on Share Capital 2,241.58      2,243.54      2,245.69
Retained Earnings               1,515.10      2,451.39      3,430.80
Total Shareholders' Equity11,800.32   12,751.13   13,728.15
Total Liabilities &	    25,395.07   27,295.56   28,896.72
Shareholders' Equity

ROA			7.49%	      9.03%           9.99%
ROE			12.57%      13.09%         14.27%
Book Value/Share (Baht)   15.20          16.40             17.07

			              (Unit: THB Million)
Income Statement 	2003	       2004              2005
Financial Highlights
Sales revenue	               42,341.68     47,411.94   53,194.48
Cost of goods sold              38,171.63     42,683.77   48,100.34
Gross profit                             4,170.05       4,728.17      5,094.14
Rentals & services                1,561.09        1,900.56     2,086.89
revenue
Other revenues	                3,114.09         3,437.18     4,296.72
Selling and administrative 6,913.15         7,685.76     8,668.40
expenses
Operating profit		1,930.28        2,378.17     2,807.38
Interest expenses	   185.85            101.90          69.26
Corporate taxes                      319.07            664.17        846.56
Profit before minority	1,426.36         1,612.10     1,891.56
shareholders
Share of loss (profit) to            13.77               11.01             8.79
Minority Shareholders
Net profit		1,412.59          1,601.09     1,882.77

Earnings per share (Baht)         1.76                 2.00             2.35
Net profit margin                         3.00%              3.04%         3.16%

Financial Status
Assets
	The Company's total assets as of
31 December 2005 were THB 28,896.72 Million,
comprising of THB 7,771.25 Million and 
THB 21,125.47 Million respectively, representing
26.89 per cent and 73.11 per cent of total assets
correspondingly.  The total assets as of 2005
increased by THB 1,601.16 Million or 5.87 per cent
from THB 27,295.56 Million as of 2004. 
	The increase of the assets was due mainly
 to the Company launching new branches, namely
Omyai branch, Phetkasem branch, Sukhaphiban 3
branch,Ekkamai branch and Sakon-Nakon branch.  
Such expansion resulted in the increase in land,
building and equipment from THB 19,695.58 Million
at the end of 2004 to THB 20,137.15 Million at the end
of 2005 or an increase by THB 441.57 Million.  Besides,
cash and cash equivalents also increased from 
THB 1,790.38 Million as of the end of 2004 to 
THB 2,587.69 Million at the end of 2005, or an increase
 by THB 797.31 Million.  Such increase in cash was
due to the Company's short-term borrowing from
financial institutes amounting THB 750.00 Million.


Liabilities
	Total liabilities as of 31 December 2005 were
THB 15,168.57 Million, increasing by THB 624.14 Million
or 4.29 per cent from THB 14,544.43 Million at the end 
of 2004.  Such increase in total liabilities was due to
an increase in short-term loan from financial institution
by THB 750.00 Million.

Equity
	The Company's equity as of 31 December 2005
was THB 13,728.15 Million, increasing by THB 977.02 
Million or 7.66 per cent from THB 12,751.13 Million
at the end of 2004.  Such increase in shareholders'
equity resulted from an increase in retained earnings,
which resulted from the net profit of THB 1,882.77 
Million in 2005, and the increase in the paid-up capital
and premium on share capital in 2005 aggregately
by THB 6.62 Million. 

Operating Performance
Revenues
	The Company's total revenues in 2005 
were THB 59,578.09 Million, consisting of sales
revenue of THB 53,194.48 Million and rentals
and services revenue of THB 2,086.89 Million, 
representing 89.29 per cent and 3.50 per cent
of total revenues respectively.
	Sales revenue in 2005 increased by 
THB 5,782.54 Million or 12.20 per cent from 
that of 2004 as a result of the Company 
launching five new branches in Bangkok 
and other province in 2005.
	Rentals and services revenue in 2005
 increased by THB 186.33 Million or 9.80 per cent
 from that of 2004 as the Company launched new
 branches as well.
	Other revenues, such as revenue from
supplier's promotion which caused the benefits
to both suppliers and the Company, were 
THB 4,296.72 Million in 2005, increasing by 
THB 859.54 Million or 25.01 per cent from that of 2004.

Cost of Goods Sold
	The Company's cost of goods sold 
as of 31 December 2005 and 2004 was
THB 48,100.34 Million and 42,683.77 Million
respectively, representing 12.69 per cent
increase from that of 2004.  The proportions
of cost of goods sold to sale revenue in 2005
and 2004 were 90.42 per cent and 90.03 
per cent respectively.  

Selling and Administrative Expenses
	The selling and administrative expenses
in 2005 and 2004 were THB 8,668.40 Million and
THB 7,685.76 Million respectively, representing
a 12.79 per cent increase from that of 2004.  
The proportions of such expenses to sales
revenue in 2005 and 2004 were 16.30 per cent 
and 16.21 per cent respectively.  The cause of
an increase in selling and administrative 
expenses was the increase in advertising and
promotion relating to the launch of new branches.

Interest Expenses
	The interest expense in 2005 was THB
69.26 Million, decreasing from that of 2004 by
THB 32.64 Million or 32.03 per cent, as a result
of a decrease in the interest-bearing debt by
THB 432.00 Million from that of 2004.

Net Profit
	The Company's net profits in 2005 and
 2004 were THB 1,882.77 Million and 
THB 1,601.09 Million, representing an increase by
THB 281.68 Million or 17.59 per cent from that
of 2004.  Net profit margin in 2005 and 2004
accounted for 3.16 per cent and 3.04 per cent
respectively.


	    	          2003    2004         2005
Liquidity Ratios
Current Ratio (Times)    0.50       0.51        0.57
Acid-test Ratio (Times)  0.09       0.14        0.20
Inventory Turnover          9.00     10.17      10.78
 (Times)
Account Payable             4.43       4.73         4.92
Turnover (Times)
Inventory Days (Days)  40.00      35.39      33.40
Payable Days (Days)    81.26     76.13      73.23
Profitability Ratios
  
Gross Profit Margin (%) 9.85%     9.97%     9.58%
Operating Profit	           3.13%      3.49%    3.65%
Margin (%)
Net Profit Margin (%)     3.00%      3.04%    3.16%
Return on Equity (%)   12.54%    13.04%  14.22%
Efficiency Ratios 
 
Return on assets (%)     5.48%      6.08%    6.70%
Asset Turnover (Times) 1.82          2.00        2.12
Financial Policy Ratios 
 
Debt-to-Equity Ratio      1.15          1.14        1.10
(Times)
Interest Coverage        22.67        47.42      79.13
Ratio 
(Times)
Dividend Payout          35.79%    47.62%   57.03%
Ratio (%)

Financial Ratio Analysis
Liquidity Ratios
	As the Company sells on cash and buys
on credits, it is normal for the Company to have 
a relatively small amount of accounts receivable 
whereas the credit terms from the suppliers were 
generally longer, the amount of accounts payable
were, therefore, relatively large.  As a result, the
liquidity ratios from 2003 to 2005 were 0.50, 0.51 
and 0.57, respectively.  Nevertheless, such ratio
increased continuously.    
	As mentioned above, the Company sells
on cash and therefore, there were no receivable days.
However, the outstanding accounts receivable in the
audited financial statements demonstrated 
the purchase amount of the credit card customers
and customers who bought on credits.  These 
customers made payments directly to the consumer
 finance companies.  BIG C would be paid in cash
by these consumer finance companies after these
companies received payment from credit card 
customers and customers who bought on credits.
Such transaction generally took approximately 
2 - 5 days, hence, the accounts receivable usually
appeared on the balance sheet at the end of 
each month.   The accounts receivable turnover 
was 590.98 times in 2005, increased from 492.24 times
in 2004 and the receivable days were as short as
0.61 and 0.73 day in 2005 and 2004, respectively.
Such a very short receivable days reflected 
the fact that the Company sells on cash.  Besides,
inventory days were 33.40 days in 2005, declined
from 35.39 days in 2004.  Receivable days and 
inventory days combined were shorter than payable
days by approximately 24.30 days.  This reflected
the fact that the Company received longer credit 
term from suppliers than average inventory days
and that the goods were sold to the customers on cash.

Profitability Ratios
	The Company's gross profit margins decreased
from 9.97 per cent in 2004 to 9.58 per cent in 2005.
Additionally, the Company generated an increase in
operating profits over the past 3 years, which could be
observed from an increase in operating profit from 3.13
per cent in 2003 to 3.65 per cent in 2005.   Net profit
margin and return on equity ratios also increased
continuously over the past 3 years as evidenced by
an increase in the net profit margin from 3.04 per cent
in 2004 to 3.16 per cent in 2005 and an increase in the
return on equity ratio from 13.04 per cent in 2004 to 14.22
per cent in 2005, resulting from an increase in other 
revenues and a decrease in interest expenses.


Efficiency Ratios
	The efficiency ratios of the Company over the
past 3 years improved correspondingly. This could be
observed from an increase in the return on assets of 5.48
per cent in 2003 to 6.08 per cent and 6.70 per cent in 2004
and 2005, respectively.  Likewise, the assets turnover 
ratio increased from 1.82 times in 2003 to 2.00 times 
and 2.12 times in 2004 and 2005, respectively.  
This was due to the growth in incomes and net profits
over the past 3 years.

Financial Policy Ratios
	The debt-to-equity ratio decreased continuously
from 2003 to 2005 as evidenced by the debt-to-equity ratio
of 1.10 times in 2005 when compared with 1.14 times and
1.15 times in 2004 and 2003, respectively.  Such decrease
in financial leverage corresponded with the increase in 
the Company's capacity to service the interest payment. 
The interest coverage ratio equaled to 79.13 times in 2005,
increasing from 47.42 times in 2004, as a result of the
decrease in an amount of interest payment.  This was
due to the repayment of interest-bearing debts in 2005.
In terms of dividend payment, the dividend payout ratio
increased from 47.62 per cent in 2004 to 57.03 per cent
in 2005, reflecting the Company's policy to pay more
dividends.

* Central Department Store Company Limited 
	Central Department Store Company Limited 
("Central Department Store Co.,Ltd"), a subsidiary of
Central Retail Corporation Company Limited, operates
in retail business under the name of Central Department 
Store.  It was established on 26 April 1974.  Central 
Department Store Co.,Ltd, currently, has THB 3,335
Million of registered capital.  Its target customers 
include middle-class and high-end customers.  Recently,
Central Department Store Co., Ltd. consists of 15 branches,
comprising of 12 branches in Bangkok as follow:
* Chidlom Branch (launched in 1973)
* Ladpraw Branch (launched in 1983)	
* Bangna Branch (launched in 1993)
* Pinklao Branch (launched in 1995)
* Ratchada Rama III Branch (launched in 1997)
* Silom Complex Branch (launched in 1991)
* Future Park Bangkae Branch (launched in 1996)
* Silom Branch (launched in 1968)
* Ram Intra Branch (launched in 1993)
* Wang Burapha Branch (launched in 1956)
* Rama II (launched in 2002)
* Zen Worldtrade Center Branch (launched in 1989)
  and 3 branches in other provinces, listed as follow:
* Kad Suankaew Branch (launched in 1992)
* Had Yai Branch (launched in 1994)
* Phuket Branch (launched in 2004)

The financial status and performance from 2002
to 2004 were as follow.
					(Unit: THB Million)
Balance Sheet                2002         2003          2004
Assets
Cash and Deposits    1,367.97    1,694.34    2,903.93
in financial institutes
Short-term investment  683.97    1,308.06       200.03
Accounts receivable -    206.42       139.04       155.06
related companies        407.51       349.15       446.19
Accounts receivable -
others
Inventory	       5,029.19     1,587.10  1,791.84
Other current assets      171.97           52.90     197.36
Total current assets    7,867.04     5,130.59  5,694.40
Investment in Equity      885.22         181.93  1,386.75
Accrued interest          2,787.74     2,545.90  1,207.31
receivable and loan
to related parties
Land, building and    1,498.57      1,878.26  2,777.74
equipment-net
Leasehold rights        5,004.98      4,840.22  4,502.89
Other long-term             351.52         219.95      325.32
assets
Total long-term         10,528.041   9,666.27 10,200.01
assets
Total Assets	     18,395.08   14,796.86 15,894.42
Liabilities and Shareholder's Equity
Overdraft and                  130.13            97.87      170.00
short-term loan from
financial institutions
Accounts payable-         722.07          285.26      315.09
related  company
Accounts payable-         5,934.84    2,922.77   3,298.27
others
Current portion of 			    324.00
financial lease
Current portion of              220.79       533.36      427.01
long-term debt
Accrued interest payable   0.21            0.21     207.72
and short-term loan
from related parties
Accrued expenses            420.84       330.36     640.88
Other payables                  241.74       216.87    188.37
Corporate income tax      239.23        347.67   465.29
payable
Other current liabilities    359.08        454.49    691.03
Total other current        1,260.89     1,349.38 1,985.58
liabilities
Total current liabilities 8,268.92     5,188.85  6,727.66
Financial lease				   216.00
Long-term loan             4,277.14     3,584.78  3,859.58
Unearned rental               771.87        633.85     604.83
income
Contingent liabilities		    80.40       60.30
Other long-term liabilities 49.50           31.50       17.35
Total other long-term       821.37        745.75     682.48
liabilities
Total long-term 	           5,098.51     4,330.53   4,758.06
liabilities
Total Liabilities         13,367.43      9,519.38 11,485.72
333,500,000.00 	         3,335.00      3,335.00   3,335.00
common shares
@ par value
of THB 10 per share
Unrealized gain (loss)  11.19		          2.68
in investment in 
marketable securities 
Unrealized gain (loss) 	      -               81.17          20.05
in investment accounted
for under equity method 
Appropriated - legal reserve  21.20      104.21   236.12
Unappropriated retained  1,660.25   1,757.10    814.85
earnings
Total Equity                         5,027.65    5,277.47    4,408.70
Total liabilities and          18,395.08  14,796.86 15,894.42
Shareholders' Equity

		                                     (Unit: THB Million)
Income Statement            2002            2003            2004
Sales revenue              16,134.26     18,662.20   20,971.55 
Rental and service            729.82           844.99        967.80 
revenue 
Interest income                 185.06           145.95        109.59 
Gain (loss) from 
foreign exchange rate 		          0.91            0.48 
Other revenue                    697.11           754.78        842.51 
 Total other revenue          882.17           901.64       952.59 
Share of profit in	                 288.11                                 70.71
investment accounted for 
under equity method 
      Total revenue          18,034.36     20,408.82   22,962.64 
Cost of goods sold       11,856.24     13,508.24   15,223.20 
Selling and                      4,099.87        4,640.30    4,905.80
administrative
expenses
Share of loss (profit            22.13              12.27        117.69 
in investment accounted
for under equity method
Loss (gain) from foreign        4.74 
exchange rate 
Loss (gain) from sales 		       421.53 
of investment 
  Total expenses            15,982.98     18,582.34  20,246.69 
 Earnings before               2,051.37      1,826.48     2,715.95 
interest and taxes 
Interest expense                  307.81          264.04        233.65
Corporate taxes                   395.28          575.77         791.39
Net profit                            1,348.28          986.67      1,690.91

Earnings per share                   4.04              2.96             5.07
(THB / share) 
          
Financial Status
Assets
	As of 31 December 2004, Central Department
Store Co., Ltd. had the total assets of THB 15,894.42
Million, comparing with THB 14,796.86 Million of the
previous year, representing an increase in the total
assets by THB 1,097.56 Million or 7.42 per cent.  
This resulted from an increase in cash and deposits
by THB 1,209.59 Million, an increase in investment in
equity by THB 1,204.82 Million, an increase in land,
building and equipment by THB 899.48 Million,
a decrease in short-term investment by THB 
1,108.03 Million, and a decrease in loan to related
parties by THB 1,338.59 Million.

Liabilities
	Central Department Store Co., Ltd. had the
total liabilities of THB 11,485.72 Million as of 31
December 2004, comparing with THB 9,519.38
Million of the previous year, representing an
increase by THB 1,966.34 Million.  This was due to
an increase in current liabilities by THB 1,538.81
Million, an increase in financial lease and long-term
liabilities by THB 216 Million and THB 274.80 Million,
respectively.

Equity
	Central Department Store Co., Ltd.'s equity
as of 31 December 2004 was THB 4,408.70 Million,
comparing with THB 5,277.47 Million at the end
of 2003.  This represented a decrease by 
THB 868.77 Million or 16.46per cent due to the
decrease in retained earnings by THB 942.25 Million.

Operating Performance
Revenue
	Central Department Store Co., Ltd.'s total
revenue as of 31 December 2004 was
THB 22,962.64 Million, comparing with
THB 20,408.82 Million of the previous year.  
This represented an increase by THB 2,553.82
Million or 12.51 per cent as a result of the increase
in sales revenue.  Sales revenue in 2004 was 
THB 20,971.55 Million, increasing from 
THB 18,662.20 Million of the previous year by
THB 2,309.35 Million or 12.37 per cent.  Moreover, 
the increase in total revenue was also due to the
increase in rental and service revenue.  In 2004,
the rental and service revenue was THB 967.80
Million, increasing from THB 844.99 Million by 
THB 122.81 Million. 

Cost of goods sold and Selling and 
Administrative expenses
	Cost of goods sold in 2004 wasTHB
15,223.20 Million, comparing with THB 13,508.24
 Million at the end of year 2003.  This represented
an increase by THB 1,714.96 Million or 12.70
per cent.   Besides, in 2004, Selling and 
administrative expense was THB 4,905.80 Million, 
comparing withTHB 4,640.30 Million of 2003, 
representing an increase by THB 265.50 Million.

Net profit
	Central Department Store Co., Ltd.'s earning
before interest and taxes in 2003 was THB 1,826.48
Million and increased by THB 889.47 Million to 
THB 2,715.95 Million in 2004.  Central Department 
StoreCo., Ltd. had net profit in 2004 of 
THB 1,690.91 Million, increasing from THB 704.24 
Million of 2003 due to the increase in sale revenue 
and the decrease in cost of goods sold to revenue
proportion, and selling and administrative expense
to revenue proportion.
                                                         
		         2002        2003         2004
Liquidity Ratios
Current ratio (Times)      0.95      0.99          0.85
Acid-test ratio (Times)    0.32      0.67         0.55
Accounts receivable 	           33.87        38.50
turnover (Times)
Inventory turnover (Times)         4.08           9.01
Accounts payable turnover        2.74           4.46
(Times)
Receivable days (Days)            10.63          9.35
Inventory days (Days)                88.16       39.95
Payable days (Days)               131.45       80.66
Cash Cycle (Days)                   (32.66)     (31.35)
Profitability Ratios
Gross profit 
margin (%)               26.52%  27.62%   27.41%
Operating 
profit margin              5.38%     6.96%     8.25%
(%)
Net profit 
margin (%)                 7.48%    4.83%     7.36%
Return on equity (%)             19.15%   34.91% 
Efficiency Ratios
Return on assets (%                5.95%    11.02%
Asset turnover (Times)            1.23          1.50 
Financial Policy Ratios 
Debt-to-equity ratio    2.66      1.80          2.61
(Times)
Interest-bearing 
debt                              1.07      0.92          1.32
to equity ratio 
(Times)
Interest coverage 
ratio                             6.66      6.92        11.62
(EBIT base)

Financial Ratios Analysis
Liquidity Ratio
As the Company sells on cash and buys on credits,
it is normal for the Company to have a relatively small
amount of accounts receivable whereas the credit
terms from the suppliers were generally longer, 
the amount of accounts payable were, therefore, 
relatively large.  As a result, the liquidity ratios from
2002 to 2004 were 0.95, 0.99 and 0.85, respectively.
Such liquidity ratio decreased in 2004 due to the
increase in current portion of financial lease, 
overdraft and short-term loan, accounts payable, 
as well as accrued interest payable and short-term
loan from related parties.
Receivable days were approximately only 10 days
in 2003 and 2004, implying that the company sold 
mostly on cash.  In 2004, inventory days were
39.95 days and payable days were 80.66 days, 
which declined sharply from those of the 
previous year, due to the decrease in inventory 
and accounts payable in 2003 and turned to be 
relatively stable in 2004. Receivable days and 
inventory days combined were shorter than 
payable days for approximately 30 days, 
therefore, it could be concluded that 
Central Department Store could sold goods and
collected cash before the accounts payable were
coming due.  

Profitability Ratios
Central Department Store Co., Ltd.'s profitability 
performance in 2003 and 2004 were better than
that of 2002.  This was evidenced by an increase 
in operating profit margin to 6.96 per cent and 
8.25 per cent in 2003 and 2004, respectively. 
Eventhough, the gross profit margin in 2004
slightly dropped from that of 2003, the decrease
in the selling and administrative expense to 
operating revenue proportion and the 
increase in the rental and service revenue 
resulted in the highest operating
profit margin in 2004 over the past 3 years. 
Furthermore, a sharp increase in return of 
equity in 2004 to 34.91per cent was due to 
the increase in the net profit and the 
decrease in the shareholders' equity.  

Efficiency Ratios
The operating efficiency of Central Department Store 
Co., Ltd. in 2004 was better than in 2003, since 
the company recorded higher sales revenue and
net profit in 2004. Such improvement in operating
efficiency was evidenced by an increase in
the return on assets ratio from 5.95 per cent in 
2003 to 11.02per cent in 2004, as well as an
increase in the asset turnover ratio from 1.23 times 
in 2003 to 1.50 times in 2004.

Financial Policy Analysis Ratios
Central Department Store had higher liabilities and
lower equity in 2004, comparing with those of
previous year, resulting in an increase in the 
debt-to-equity ratio from 1.80 times and
interest-bearing debt to equity ratio from 
0.92 times in 2003 to the debt-to equity ratio 
of 2.61 times and interest-bearing debt to 
equity ratio of 1.32 times in 2004.  However, 
the interest coverage ratio in 2004 increased
to 11.62 times, comparing with only 6.92 times
in the previous year.

2. Reasonableness and Benefits of the Connected 
Transaction
2.1 Reasonableness
* Continuity of Business Operation
Big C Wong Sawang branch ("the store") is located
in Wong Sawang Town Center, Bang Sue
District, Bangkok.  Previously named
"Central Department Store (Wong Sawang Branch)",
the store was opened on 20 April 1990. 
Its history was set out below in the chronological order.  

1990
Central Department Store Ltd. opened Central
Department Store Wong Sawang branch,
consisting of department store and plaza
(retail stores) areas.  
1991
Central Group rearranged its business 
structure by having Central Super Store Ltd., 
a company under Central Group umbrella at that time,
operate the department store business while 
Central Department Store Ltd. operate 
the plaza business until now. As a consequence,
Central Super Store Ltd. leased the space in
Central Department Store (Wong Sawang Branch)
from Central Department Store Ltd. for a period of 
15 years, starting 1 April 1991, with an up-front fee
of THB 100,100,000and the monthly rental 
rate including service fee of THB 652,599 
for the fist 5 years, and 20% increase 
every 5 years, thereafter.* 
1993
Central Group differentiated its customers into
segments.  To correspond with such policy,
Central Group changed the name
"Central Department Store (Wong Sawang branch)
to "Big C Wong Sawang".
1995
Central Group rearranged its business.
structure by arranging Central Super Store Ltd. to
operate as a subsidiary of Big C Super Center
Public Company Limited.  
1996
Central Super Store Ltd. leased the land plot
behind the store from Central Department Store Ltd.
for three years and subsequently rolled over the lease
agreement for n interval of three years until 31July 2005.
The latest lease agreement expired on 31 July 2005 
with the rental rate of THB 398,734 per month.
* After the expiration of the previous lease agreement,
BIG C pays a monthly rent of THB 458,544 per month
to Central Department Store Ltd. without renewing
the lease agreement.
1999
Central Group and Casino Group, the French Company,
joined business alliance.  Casino Group bought 
530 Million shares of BIG C and became 
BIG C's major shareholder.
Remark: * The auditor opined that such rental rates
were considered equal to the market rate.

The store has been operating under the 
name "Big C Wong Sawang" for more than 
13 years.

Wong Sawang Town Center is the shopping
mall with the area over 19,371square meters 
(excluding a warehouse and parking lots) 
consisting of Bic C Department Store with the 
area of 8,345.25  square
meters  , B2S shop which is the large stationeries 
and book store, Power Buy Shop, the leading 
retail of electrical appliance store, Food Mall,
and Commercial Bank Branch.  
The renewal of such lease agreements on land 
and store buildings would enable the continuity 
its operation for more than 10 years as per the 
agreement terms.  In addition, the store is the
one of the first few department stores in this 
part of the town, hence, established its familiarity
and name for customers in Bang Sue District.  
Moving to the new location, Big C would incur
refurbishment costs, moving expenses, and
the opportunity cost during the moving period 
which takes at least eight months.  Furthermore,
constrain by the current Town Plan, it is almost
not possible to find a new location in 
comparable size and potential as of existing one.
Therefore, the connected transaction is
considered reasonable.  

* To Maintain Market Share
   According to Krung Thai Bank Research Center, 
the market value of the discount store sector 
in retail business is approximately THB 208,700 
million with the growth rate of 12.5 percent.  
Based on the information, there are a few players
in this market such as Tesco Lotus, Big C, Carrefour,
and Makro with the market share of 39%, 25%, 24%,
and 12% respectively.

   In 2006, it is expected that the market value of the 
discount store business will be THB 233,100 million 
or 11.7% increase from that of the previous year 
because of the increasing numbers of branches. 
However, the growing number of these stores is 
mostly convenient stores rather than super stores.
The super store branch expansion would be done 
via the acquisition of the existing stores due to the
constraint according to the Town Plan and Building
Control Regulations enforcement in 2003.  
The utilization of land was zoned i.e., red zone is
for commercial area of which a hundred per cent
of land can be used for commercial purposes 
whereas the Building Control Regulations restricts
the construction of retail and wholesale building 
over 300 square meter or allows with limited conditions
such as (1) the commercial building must be adjacent
to public road (2) the vehicle access road must be 
adjacent to wide road junction (3) Limited Open 
Space to Floor Area Ratio (OSFR).  As a result, 
the aforementioned regulations affect the construction
of the commercial buildings exceeding 
6,000 square meters and, therefore, it is almost 
not possible to meet such requirements and to find
a piece of land to build the discount  stores in 
Bangkok at all.  
   The major competitors of the store in this area 
are Tesco Lotus Prachachuen and Tesco Lotus
Charansanitwong 70.  The fierce competition 
in this segment is anticipated.  Additionally, 
the competitive advantages of the discount stores
are neither the price (which is not significantly 
different from each others) nor the products varieties,
therefore, the number of branches they possess 
and the market shares do have the most impact on
the increase of sales and profit margin. 
   In 2005, the store generated sales revenue of 
approximately THB 1,096 million or 0.49% of the
market value of the discount store sector of 
THB 233,100 million.  According to Krung Thai
Bank Research Center forecast, under the highly
competitive situation in the discount store business
nowadays, it is crucial for BIG C to maintain its 
current customer base and market share. 
Therefore, the renewal of Land and Building 
Lease Agreements and Service Agreement is
reasonable in that BIG C must maintain its current
customer base and market share in Bangsue 
district, a highly competitive area, on which limitations
and restrictions of the Town Plan are imposed.  

2.2 Comparing the Advantages and Disadvantages
       of Entering into the Connected Transaction
       * To Sustain the Total Revenue of Big C 
      Sales revenue and rental income of Big C 
increased over the past three years, at the rate of
12 per cent annually due to the fact that the 
Company opened new branches to cover more
areas as well as renovated existing branches.  
In 2005, Big C's total revenue was 
THB 55,281 Million.  Currently, Big C has 
45 branches with an average net sales revenue
and rental income of THB 1,228 Million per branch. 
     The store's total revenues from 2003 to 2005
are THB 1,248 Million, THB 1,130 Million, and
THB 1,100 Million, or 102 per cent, 92 per cent
and 90 per cent of the the Company's average
sales revenue and rental income per branch.  
The store earned closely to the Company's average
revenue per branch in 2003 and slightly below the
average in 2004 and 2005 due to the fierce and
increasing competition in the Wong Sawang area
along with the deterioration of store's building.

The table below illustrates sales revenue and
rental income of the store and all branches of
the Company in the year 2003-2005
       	                                   (Unit : THB Million)
                                        2003         2004            2005
Net sales revenue 
and rental income 
(all branches included)43,903 49,313      55,281
Number of branches             36        40              45
Average revenue 
per branch                          1,220  1,233          1,228
Net sales revenue 
and rental income
of Big C Wong 
Sawang branch              1,248    1,130          1,100
Proportion of revenue 
from Wong Sawang 
branch to average 
revenue per branch (%)  102         92              90

    When considering net sales revenue and rental
income, the store's revenues tend to decrease; 
as a result, the management plans to have the 
Town Center refurbished.  The refurbishment costs
are approximately THB 100 Million and will be 
partially delivered from April to November 2006.  
As a result, Big C expects the sales revenue 
growth by 5 per cent in year 2007 and 2.2 per cent
per year afterwards.  
    The Independent Financial Advisor has 
considered the growth assumption forecasted 
by the company to be discrete and conservative.  
According to Thailand's economy, the gasoline 
price and the inflation rate have gradually risen.  
These factors have major impact on 
customers' consumption and their daily expenses.
Hence, they will purchase goods from discount 
stores which are cheap. The Independent Financial
Advisor based its assumption on sales revenue 
growth on Krung Thai Bank Research Center's report,
then, adjusted the store's sales revenue growth rate
to 11.7 per cent each year which is in line with its 
historical growth rate in 2003 - 2005 at 12 per cent 
annually.   As a result, the pay back period after 
refurbishment is approximately 2.7 years. 
     The renewal of the lease agreements not only
enables the Company to maintain the store's sales
revenue but also to retain its market territories
and the market share since the store generates
revenue closely to the Company's average revenue
per branch.  

* To Maximize the Utilization of Company's Asset
   The store is located on the title deeds number 
153304, 35763, 24219 Bangsue District, Bangkhen,
Bangkok collectively 3 ngan 38.3 square wah 
("lease land").  According to the expired building
lease agreement, the lessee was obliged to 
transfer its ownership in the building, fixtures,
infrastructure and facilities to the lessor upon
the expiration of such building lease agreement.
   The warehouse was recorded at cost of 
THB 29.75 Million with 20 years of depreciable 
life.  For the fiscal year ended 31 December 2005
the book value of the warehouse was 
THB 17.23 Million and the remaining useful life
of the warehouse was 11 years and 7 months.
   The renewal of such agreements will maximize
the utilization of company's assets since the 
useful life of the warehouse matches the terms
of lease agreement which is 10 years 
commencing 1 April 2007 to 31 March 2016 
and an option to renew the lease agreement 
for another 2 years at the rental rate of the tenth year.

2.2 Comparison of Advantages and Disadvantages
       of the Connected Transaction 
Third Party
     According to the current Town Plan for Bangkok
Metropolis ,Re: the restricted area for construction,
refurbishment, renovation for certain type of 
building 2005,  designates the prohibition of 
construction of commercial building; retail and 
wholesale type in the Bangkok Metropolis 
vicinity where about the store is presently 
located on , the "Block No. 3".  Such block 
covers the Northern part of Bangkok-the 
border of Bangkok-Nonthaburi, the Eastern 
part-the border along Ladphrao Road, 
Ramkanhang Road to the Eastern of 
Srinakarin Road, the Southern part-the 
border of Bangkok and Samutprakarn, 
and the Western part - the border of 
Bangkuntien and Jomthong Road , 
along Phetkasem Road and Klong 
Tawewattana line  to the border of 
Bangkok-Nakornpathom province, and
along the Northern of Baromratchonni Road, 
along the rail line of klong Bangkoknoi to
the border of Bangkok-Nonthaburi.  
     In the area of block No.3, the construction 
of the commercial building exceeding 1,000 
square meters is prohibited.
    Considering the potential of the surrounding,
the store is located in a high density residential 
area.  There are also two branches of Tesco Lotus,
its major competitor, along Wong Sawang Road. 
In accordance with the existing Town Plan, the 
acquisition of the same potential resembling 
plots to the current location from any owner(s) 
is unlikely.   

3 Fairness of the Price and the Conditions of 
   the Connected Transaction
   3.1 Fairness of the Price
          * Land and Building Lease Agreements 
            and Service Agreement
   According to Jones Lang LaSalle (Thailand) Ltd.
(the "asset appraisal"), an approved valuation 
company by the SEC, assesses the Wong Sawang
Town Center's  land and building rental rates 
and service fee of Wong Sawang Town Center 
in which the store are located by using the Market
Comparison Approach.  Such approach is based 
on the comparison of the market price that the 
lessees and lessors agreed upon for the same
potential and resembling character properties.
The appraisal report dated 23 March 2006 in 
brief is as follows;

* Building rental rate including services fee 
=THB 360 - 390 per square meters   per month
*Land rental rate (Land plot behind the store 
which the office and warehouse are located
with the total area of 338 square wahs)  
= THB 460,000 per month

     The Independent Asset Appraiser conducted a
survey of rental transactions involving large retail
space users such as supercenters, warehouses,
and category killers as well as interviewed 
people involved in the retail industry to obtain 
the following data.  

Business         Area            Rental Rate Rental Expense
               (Square Meters)(THB/Sq.M./ to Sales Revenue 
                                                month)           Proportion
                                                                             (%)
Supercenter    9,600 - 18,000  130 - 442  2.00 - 4.25
Warehouse     1,000 - 4,000    100 - 180     N.A.
Category Killer Approximately 
                              5,000                200 - 250     N.A.

    As a result, the rental rate of the first and the 
second floor of Wong Sawang Town Center 
at the rate THB 385 per square meters per month
for building and service fees and the land lease 
fee of THB 458,544 per month compare to those 
assessed by Market Comparison Approach 
by the asset appraisal is regarded as a fair price. 


* The Proportion of Rental Expenses to Net 
   Sales and Rental Incomes Compares to 
   the Competitors'.
   The type of properties in the retail and 
wholesale store is categorized as leased 
properties and owners' assets.  The 
information in the past three years 
indicated that the store had a proportion
of rental expenses to net sales and 
rental incomes in the range of 1.84 
per cent to 2.07 per cent.  Under 
the conditions of new lease agreements,
the store forecasts the net incomes 
and rental incomes in the next 4 years
as follows; no growth in sales revenue 
and rental income in 2006 since the 
refurbishment will be underway.  
Sales revenue and rental income will
increase by 5 per cent in 2007 and 2.2 
per cent constantly for year 2008 and
onwards.The proportion of rental 
expenses to net sales and rental 
incomes, then, range from 3.21 per cent
to 3.95 per cent. 
    Based on the proportion of rental expenses
to net sales and rental incomes of Tesco 
Lotus Seacon square, Tesco Lotus Fortune
Town, Big C Hua Mark, Big C Fashion Island, 
Big C Future Park Rangsit, and Tokyu 
Department Store in MBK, the asset appraiser
has assessed the proportion of rental expenses
to net sales and rental incomes of the 
aforementioned stores as shown below.

                                                Proportion of total income to 
                                                rental expenses
Tesco Lotus Seacon square     2.91% - 3.21%
Tesco Lotus Fortune Town         1.0% - 2.50%
Big C Hua Mark                               3.0% - 4.25%
Big C Fashion Island                     3.0% - 4.25%
Big C Future Park Rangsit            3.0% - 4.25%
Tokyu Department Store in MBK        10.00%
Note:  Big C Hua Mark leases the asset from 
            Harng Central Department Store Ltd.
            Big C Fashion Island sublets the asset 
            from Central Department Store Ltd.
            Big C Future Park Rangsit leases the
            asset from Rangsit Plaza Company Ltd.

    According to the information above, the store
has a proportion of rental expenses to net sales 
and rental incomes in the range of those of 
its peers. 
   Nonetheless, the Independent Financial 
Advisor is of the opinion that the Company's 
forecast of the growth rate of sales revenue
and rental income of the store is quite 
discrete and highly conservative.  
Consequently, the Independent Financial
Advisor has altered the assumption of the
growth rate of sales revenue and rental 
income of the store to 11.7 per cent in 
accordance with the growth rate of the 
retail business.  As a result, the store will
have the proportion of rental expenses 
to net sales revenue and rental income 
equal to 3.21 per cent in 2006 then increase
to 3.59 in 2007 and drop to 3.21 in 2008.  
In 2009, there will be an adjustment of the
rental rate, the proportion of the rental 
expenses to net sales revenue and rental
income will drop to 3.10 per cent. 
    In accordance with the adjustment of 
revenue growth assumption by the 
Independent Financial Advisor, the store
will have the proportion of the rental 
expenses to net sales and rental income 
during the year 2006-2009 in the range
of 3.10 per cent - 3.59 per cent.
    Therefore, the rental rates and service
fee according to the land and building 
lease agreements including the service 
agreement into which the Company will
enter with Central Department Store Ltd.
is considered fair.

3.2 The Conditions of the Connected Transaction
       The Land and Building Lease Agreements 
and Service Agreement into which the Company
will enter with Central Department Store Ltd. 
are of the objective to utilize the warehouse 
and to maintain the store for the next 10 years
with the significant conditions as follows; 

- Land Lease Agreement
Lease Term:  10 years, plus 2 years after the contracts 
                      expire with the rental rate equal to year 10th. 
Lease Payment Term : THB 458,544 per month and will 
                                     be increased 15 per cent every 
                                     3 years, with 6 months payment
                                     in advance.
Transfer of the asset :  Lessee is obliged to transfer its 
                                    ownership in the building, fixtures,
                                    infrastructures, and facilities in 
                                    such building to the lessor upon
                                    the expiration of such building 
                                    lease agreement.

- Building Lease Agreement / Service Agreement 
Lease Term : 10 years, plus 2 years after the contracts
                      expire with the rental rate equal to 
                      year 10th.
Lease Payment Term : A) Rental rate is THB 300 per
                                    square meters and will be 
                                    10 per cent increased
                                    every three years.	
                                    B) Services fee is THB 20 per
                                    square meters and air conditioning
                                    system fee is THB 65 per square
                                    meters will be increased due to 
                                    inflation and actual increase 
                                    of electricity rate.

    Due to the terms and conditions of the 
Land Lease Agreement, the lessor normally
requests the upfront fee approximately 10 to
30 per cent of the value of the land.  The lessor
also requests the transfer of assets built on
such leased land from the lessee into its 
ownership.  However, based on the new
lease agreements, no upfront fee is requested. 
    Based on the information from Thai Appraisal 
Foundation, from 1998 to 2004, the rental 
rate in the nearby area (such as Bangsue, 
Taopoon, and Bangkok-Nonthaburi Road) 
increased from 11 to 24 per cent. However,
the condition that the rental rate will be 
increased 15 per cent every three years is
reasonable compared to the growth in 
rental rate of the land nearby the store 
during the past seven years.
    The comparison of the rental rate information,
the lease terms, and the growth in rental rate
of Tesco Lotus Seaconsquare, Big C Hua Mark,
and Big C Fashion Island, collected by the 
asset appraiser shown in the appendix of 
valuation report of Wong Sawang Town 
Center reveals that the three discount 
stores lease terms are ten years with 
an increase in the rental rate by 10 per cent 
every three years.  Besides, Big C Future 
Park Rangsit which entered into a lease 
agreement with Rangsit Plaza Company Ltd., 
who is an unrelated person, also contains
the condition of the upward adjustment in 
the rental rate by 20 per cent every 5 years.
The new lease agreements to be renewed 
by the Company contain no upfront fee 
while the upward adjustment in the rental 
rate is also in line with the general trading
condition. As a consequence, the terms 
and conditions in the new lease agreements
are reasonable in accordance with the 
business nature and practice. 

4. Conclusion of the Independent Financial
     Advisor's Opinion
     The Independent Financial Advisor is of 
the 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
* Continuity of Business Operation 
  The store has commenced operation 
since 1990 under the name of "Central 
Department Store (Wong Sawang branch)". 
Until 1993, Central Group, the major shareholder
during that time, differentiated its customers 
into segments, and therefore, changed the 
name of the store to "Big C Wong Sawang".  
The store has been operating under "Big C 
Wong Sawang" name for more than 13 years.
The renewal of such land and building lease 
agreements would enable the store to continue
its operation for more than ten years without the 
necessity to move to a new location.  In addition,
the store is among one of the first few 
department stores in this part of the town, hence,
established its familiarity and name for 
customers in Bang Sue District.  Furthermore, 
constrained by the current Town Plan, it is 
almost not possible to find a new location in
comparable size and potential as of the 
existing one.   Therefore, the connected 
transaction is considered reasonable.
  
* To Maintain Market Share
   In 2005, the store generated sales revenue
of approximately THB 1,096 million or 0.49%
of the market value of the discount store 
sector of THB 233,100 million.  According 
to Krung Thai Bank Research Center 
forecast, under the highly competitive
situation in the discount store business 
nowadays, it is crucial for BIG C to 
maintain its current customer base and
market share.  
   Therefore, the renewal of Land and 
Building Lease Agreements and 
Services Agreement is reasonable since
the store must maintain its customer base
and market share in Bangsue, a highly 
competitive area, on which the Town 
Plan restrictions are imposed.

Comparing the Advantages and 
Disadvantages of Entering into the 
Connected Transaction 
- To Sustain the Total Revenue of Big C 
  The net sales revenue and rental income
of the store are in the average band of the
Company's average revenue per branch
implying that, when compared with other
branches, the store can generate revenue
up to the Company's standard. Therefore, 
the renewal of Land and Building Lease 
Agreements and Services Agreement not 
only enables the Company to maintain its 
sales revenue but also to retain a defensive
line in order not to lose its existing customers
to its competitors.
* To Maximize the Utilization of Company's Asset
  The warehouse and was recorded at cost of 
THB 29.75 Million with 20 years of 
depreciable life.  For the fiscal year ended 
31 December 2005 the book value of the 
warehouse was THB 17.23 Million and the
useful life of the warehouse was 11 years and 
7 months.  The renewal of such agreements will
maximize the utilization of company's asset since 
the useful life of warehouse matches the terms
of lease agreements which is10 years with an 
option to renew the lease agreements for another
2 years, all inclusive 12 years.

Comparison of Advantages and Disadvantages
of the Connected Transaction 
Considering the potential of Wong Sawang area,
the store is located in a highly dense residential area.  
There are also two branches of Tesco Lotus,
its major competitor, along Wong Sawang Road.
In accordance with the existing Town Plan,
the acquisition of the potential resembling plots
to the current location from any property owner(s)
is unlikely. 

The Fairness of the Price and the Conditions 
of the Connected Transaction
* Land Rental Rate, Building Rental Rate 
including Service Fee are in Line with
Market Rental Rate
According to Jones Lang LaSalle (Thailand) Ltd.,
the independent valuation company, 
which assessed the rental rates on Wong Sawang 
Town Center on 23 March 2006, the market rental
rates using Market Comparison Approach can be
summarized as follow: land rental rate of 
THB 460,000 per month and building rental 
rate including service fee of THB 360 - 390 per 
square meters per month.  In comparison,
the store's building rental rate of THB 300 per 
square meters, the service fee for common area
of THB 20 per square meter and service fee 
for air-conditioning of THB 65 per square meter, 
totaling THB 385 per square meter per month 
and the land rental rate of THB 458,544 per 
month compared to those assessed by 
Market Comparison Approach by the asset 
appraiser is regarded as a fair price. 

* The Proportion of Rental Expenses to
Net Sales Revenue and Rental Incomes
Compared to those of the Competitors.

During 2003-2005, the store had a proportion 
of rental expenses to net sales revenue and
rental incomes in the range of 1.84 per
cent to 2.07 per cent.  Under the terms and
condition of the new lease agreements,
 the proportion of rental expenses to net
sales revenue and rental income during 
the next 4 years (2006 - 2009), based on 
the discrete and highly conservative assumption 
regarding net sales revenue and rental income 
growth rate, is in the range of 3.22 to 3.70 per 
cent which is in line of with those of its peers.

* Conditions of the Connected Ttransaction
According to the terms and conditions of new 
lease agreements, the upward adjustment in
the land rental rate by 15 per cent every three
years and the building rental rate by 10 per
cent every three years are reasonable in 
accordance to the business nature and practice. 

SICCO Advisory Company Limited, 
the Independent Financial Advisor,
hereby that the opinion expressed
herein have prudently been made in
compliance with the professional standards
with due regard to the shareholder's benefits

                                 Best Regards,


                 SICCO Advisory Company Limited 



Ms. Nuanwan Bhuprasert     Mr. Chakkris Uthayophas
      Managing Director            Chief Executive Officer