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Board's resolutions Meeting No.72

Backตุลาคม 19, 2550

19 October 2007

The President
The Stock Exchange of Thailand
Bangkok

Dear Sir,

Re: To Report on Resolutions of the Board of Directors' Meeting No. 72 and fix the Date and Agenda for the Extraordinary General Meeting of Shareholders No.1/2550

The Board of Directors of Berli Jucker Public Company Limited at Meeting No.72 held on18 October 2007 passed the following resolutions:

  1. To propose to Shareholders for approval of the alteration of the Company's par value and number of shares from the par value of Baht 10 (Ten Baht) each of 158,812,500 shares (One hundred fifty eight million eight hundred twelve thousand five hundred shares) to be at the par value of Baht 1 (One Baht) each of 1,588,125,000 shares (One thousand five hundred eighty eight million one hundred twenty five thousand shares).
  2. To propose to Shareholders for approval of the amendment of the Company's Memorandum of Association, Clause 4, to be read as follow: "The registered capital of the company is Baht 1,588,125,000 (One thousand five hundred eighty eight million one hundred twenty five thousand baht) divided into 1,588,125,000 ordinary shares (One thousand five hundred eighty eight million one hundred twenty five thousand shares) at Baht 1 (One baht) per share."
  3. To propose to Shareholders for approval of the acquisition of the ordinary shares of Thai Beverage Can Company Limited from Surasate Company Limited, T.C.C.Industrial Park Company Limited, CWS. Company Limited and Songvard Riverside Company Limited for 50 million shares, equaling to 50 percent of the paid-up capital, at a price of Baht 21.48 per share, with a total amount of Baht 1,074,000,000. The information disclosure on Connected Transaction is attached, Enclosure No 1.
  4. The Extraordinary General Meeting of Shareholders No. 1/2550 will be held on Monday, 26 November 2007 at 15.00 hours at the Meeting Room 1, 12th Floor, Berli Jucker House, 99 Soi Rubia, Sukhumvit 42 Road, Phrakanong, Klongtoey, Bangkok.
  5. The closing date of the Company's share register for the right to attend the Extraordinary General Meeting of Shareholders No. 1/2550 will be on 6 November 2007 at 12.00 hours until 26 November 2007 after due adjournment of the meeting.
  6. The agendas for the Extraordinary General Meeting of Shareholders No. 1/2550 will be as follows:

    6.1 To adopt the Minutes of the Ordinary General Meeting of Shareholders No. 15 held on 26 April 2007.

    6.2 To acknowledge the Interim Dividend Payment for 2007 duly paid on 6 September 2007.

    6.3To consider and approve the alteration of par value and number of the Company's shares from the par value of Baht 10 (Ten Baht) each of 158,812,500shares (One hundred fifty eight million eight hundred twelve thousand fivehundred shares) to be at the par value of Baht 1 (One Baht) each of 1,588,125,000shares (One thousand five hundred eighty eight million one hundred twenty five thousand shares).

    6.4 To consider and approve the amendment of the Company's Memorandum of Association, Clause 4, to be read as follow: "The registered capital of the company is Baht 1,588,125,000 (One thousand five hundred eighty eight million one hundred twenty five thousand baht) divided into 1,588,125,000 shares (One thousand five hundred eighty eight million one hundred twenty five thousand shares) at Baht 1 (One baht) per share."

    6.5 To consider and approve the acquisition the ordinary shares of Thai Beverage Can Company Limited from Surasate Company Limited, T.C.C. Industrial Park Company Limited, CWS. Company Limited and Songvard Riverside Company Limited for 50 million shares, equaling to 50 percent of the paid-up capital, at a price of Baht 21.48 per share, with a total amount of Baht 1,074,000,000

    6.6 To consider other business (if any).

Please be informed accordingly.



Yours faithfully,
Berli Jucker Public Company Limited

Thirasakdi Nathikanchanalab Aswin Techajareonvikul
Director Director

2/5

Enclosure No. 1

Information disclosure on Connected Transaction

Berli Jucker Public Company Limited ("BJC") at its Board of Directors' Meeting No. 72, on 18 October 2007, has resolved to propose to Shareholders for approval the BJC's investment in Thai Beverage Can Company Limited. The aforementioned transaction is considered as the connected transaction of listed company as prescribed by the notification of the Board of Governors of the Stock Exchange of Thailand regarding the Disclosure of Information and Other Acts of Listed Companies concerning the Connected Transactions B.E. 2546. The details are as follows:

1. Transaction date Upon approval from Extraordinary General Meeting of Shareholders No. 1/2550, dated 26 November 2007
2. The parties involved
Buyer Berli Jucker Public Company Limited
Sellers Surasate Company Limited T.C.C. Industrial Park Company Limited CWS. Company Limited and Songvard Riverside Company Limited
Relationship BJC and Surasate Company Limited, T.C.C. Industrial Park Company Limited, CWS. Company Limited, and Songvard Riverside Company Limited have the same major shareholder i.e., TCC Holding Company Limited
3. Type of transaction The aforementioned transaction is considered as the connected transaction of listed company. The total value of the transaction is 12.62% of net tangible assets of BJC as of 30 June 2007 (latest reviewed financial statements). As such, BJC is required to disclose the transaction and seek for approval from the shareholders of the Company.
4. The detail of assets purchased Acquire 50,000,000 ordinary shares of Thai Beverage Can Company Limited Name of Company Thai Beverage Can Company Limited ("TBC") Nature of Business Manufacturing and marketing aluminum cans and ends. The company is located at 99 Moo 9 SIL Industrial Land, Nongplakradi Rd, Nongkhae, Saraburi province
Registered Capital Baht 1,000,000,000 : 100,000,000 ordinary shares at Baht 10 per share
Paid-up Capital Baht 1,000,000,000 : 100,000,000 ordinary shares at Baht 10 per share
No. of shares purchased 50,000,000 shares
Purchase price Baht 21.48 per share
% Shareholding before the transaction -0-
% Shareholding after the transaction 50.00%
Summary of TBC's Financial Performance during past 3 years
Baht million
2004 2005 2006
Total Assets 2,376 2,348 2,312
Total Liabilities 943 1,116 1,298
Shareholders' Equity 1,433 1,116 1,298
Registered and Paid-up Capital 1,500 1,000 1,000
Revenue 1,774 2,194 2,458
Net Profit 147 183 242
EPS (THB/share) 0.98 1.23 2.42
ROA (%) N/A 7.76 10.39
ROE (%) N/A 14.39 20.04
Net profit margin (%) 8.27 8.36 9.84
5. The value of the transaction Baht 1,074,000,000 (One thousand seventy four million Baht)
6. Mode of payment Pay cash as a single transaction
7. Source of funds From debenture issuance and/or working capital
8. Details of Connected persons (as of 18 October 2007) TCC Holding Company Limited is BJC's major shareholder, while it is also an indirect major shareholder of Surasate Company Limited, T.C.C. Industrial Park Company Limited, CWS. Company Limited and Songvard Riverside Company Limited
9. The following Directors of BJC are also the Directors of Connected persons and have no rights to vote in the meeting of Board of Directors:
Name Title
Mr. Charoen Sirivadhanabhakdi Chairman
Khunying Wanna SirivadhanabhakdiVice Chairman
Mr. Narong Srisa-an Vice Chairman
Mr. Chaiyut Pilun-Owad Director
Mr. Aswin Techajareonvikul Director
Mr. Sithichai Chaikriangkrai Director
Mr. Thapana Sirivadhanabhakdi Director
Mrs. Atinant Bijananda Director
Mr. Suvarn Valaisathien Director
Mrs. Thapanee Techajareonvikul Director
Mr. Panot Sirivadhanabhakdi Director
10. Opinions of the Board of Directors The Board of Directors concurred that the aforementioned connected transaction is reasonable and being the Company's best interest. The transaction will expand packaging business portfolio which is one of core business of BJC. This horizontal integration will increase packaging group's competitiveness, create synergies within the group as well as reduce dependency in glass and plastic products. In addition, the investment in Thai Beverage Can Company Limited, which has had a good financial performance, will strengthen BJC's financial performance. The Board of Directors approved the purchase price based on P/E Multiple Approach since it reflects the value of comparable companies in the same industry as Thai Beverage Can Company Limited. The price has also been agreed by both parties.


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