Report of BOD on Acquisition, Financing of Acquisition and Fix Date Place and Agenda of EGM
25 November 2010
Subject: Report of independent financial adviser on the Acquisition of CenCar Limited, Nava Nakarintr Limited and SSCP (Thailand) Limited, Report of the Board of Directors on the Acquisition, Financing of the Acquisition and Convening of a shareholders meeting
Attention: The President, The Stock Exchange of Thailand (the "SET")
We, Big C Supercenter Public Company Limited (the "Company"), would like to inform you of the resolutions of the board of directors' meeting number 5/2010 held on 25 November 2010 at 12:30 p.m., as follows:
1. Report of independent financial adviser
The board unanimously agreed with the favorable recommendation of the independent financial adviser in its report on the acquisition of all shares in CenCar Limited, Nava Nakarintr Limited and SSCP (Thailand) Limited.
2. Opinion of the Board on this acquisition
The board unanimously approved the recommendation of this acquisition to the shareholders.
3. Financing of this acquisition
The board unanimously approved a mandate to three foreign banks to arrange bridge financing for this acquisition and approved resolutions to seek appropriate hedging and other financing arrangements.
4. Convening of shareholders meeting
The board unanimously confirmed the convening of a shareholders meeting to consider of the acquisition transaction on 5 January 2011, confirmed the record date on 13 December 2010 to determine the names of shareholders who are entitled to attend and vote the Extraordinary General Meeting of the shareholders No.1/2011 and confirmed the date to gather shareholders' names under Section 225 of the Securities and Exchange Act by closing the Company Share Register Book on 14 December 2010.
The Extraordinary Meeting of shareholders No. 1/2011 will be held on 5 January 2011 at 10:00 a.m. at Arnoma Hotel, Arnoma 2 Room, the 3rd Floor, no. 99 Rajdamri Road, Lumpini Sub-District, Pathumwan District, Bangkok. The Agendas are as follows:.
Agenda 1: To approve of General Meeting of Shareholders for year 2010
Agenda 2: To consider and approve the acquisition of shares in CenCar Limited, Nava Nakarintr Limited and SSCP (Thailand) Limited and all necessary related financing arrangements
Agenda 3: Other matters (if any)
To comply with the SET regulations and to disclose information to interested investors, we hereby notify you of the above-mentioned resolutions.
Please be informed accordingly.
Ms. Rumpa Kumhomreun
Company's Secretary /Vice President, Finance and Accounting
Authorized to sign on behalf of the Company
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