Thai Union pcl : Notification of the connected transaction and set up the new company.

Ref. 12/620507

	7th May 2019
Re:	Notification of the connected transaction and set up the new company.
To	President
	The Stock Exchange of Thailand

Thai Union Group Public Company Limited has entered into the connected transaction and set up the new company in Indonesia. The details are as follows;

1)The purchase of land plots from Thai Union Feedmill Co., Ltd. (TFM), which is the connected company.

The date on which the transaction will occur: May 2019

Details of purchase

Thai Union Group Public Company Limited enter into an agreement to purchase land plots from TFM.

Type of Assets Purchased:	The land title deed no. 13884 with the area of 92 Rai, 86.3 Square Wah and
	The land title deed no. 13885 with the area of 4 Rai, 1 Ngan, 74 Square Wah
Location:	Natai beachfront, Amphor Takuathung, Phangnga Province
Seller:	Thai Union Feedmill Co., Ltd., which is the connected company
Buyer:	Thai Union Group Public Company Limited

Criteria for determination of consideration value

The purchase price of the land plots from TFM is 440 million baht which is excluded 1% of land transfer fee and related tax expenses are paid by TFM.

The purchase price is based on appraisal value of 442 million baht assigned by Prospec Appraisal Co., Ltd.

Benefits Expected to Receive

1.To allow a permanent site for Thai Union Group's fully owned subsidiary Thai Union Hatchery Co., Ltd.

(TUH) with enough space for future expansion

2.To eliminate any potential conflicts of interest between Thai Union Group and its majority-owned subsidiary TFM as Thai Union Group's wholly owned subsidiary TMAC and TMAC's wholly owned subsidiary TUH is currently the only tenant of the land plots.

Sources of funds

Cash from Thai Union Group's working capital.

Connected Nature

Seller is a connected company of Thai Union Group Public Company Limited.

However, pursuant to notification by the Board of the Stock Exchange of Thailand regarding the Disclosure of Information and Operations of Listed Companies in relation with the Connected Transactions B.E.2546, Volume 2:B.E. 2547, the Company's entering into an agreement to purchase land plots from Thai Union Feedmill Co., Ltd (TFM)., involves connected person, namely that Mr. Rittirong Boonmechote, who is TU's

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director and TFM's major shareholder with 21.14% of TFM's total shares. The transaction value is 442 million baht or 2.97% that exceeds 0.03%, but less than 3%, of the Company's net tangible assets as of March 31, 2019. As a result, the Company is required to disclose the information of the transaction to the SET. Moreover, Mr. Rittirong Boonmechote is a connected person with vested interest, shall be ineligible to attend the meeting and vote for this transaction.

Size of Transaction

The size of this transaction was 2.97%. The aggregate purchase price of all acquisitions made during 6 months prior to April 2019 was 2.97% of the total net asset value of TU as of March 31, 2019,

The Audit Committee agreed with this connected transaction due to the transaction will be the Company's benefit. The transaction is necessary and justified.

Board committee's statements over the transactions

Board committee remarks that this investment, which is demonstrated as the above transactions, are proper and gives benefits to the company.

2)The establishment of Thai Union Ingredients for fish oil business operation. The date on which the transaction will occur: May 2019

Details of investment

1.Thai Union Group establish the new company to operate Fish Oil Business with the details as following:

Company Name	Thai Union Ingredients Co., Ltd.
Registered Capital	300 million Baht (30,000,000 shares, par value 10 Baht)
Type of Business	Producer and distributor of fish oil
List of Shareholders	1)	Thai Union Group PCL. 29,999,998 shares (99.9999%)
	2)	Thai Union Manufacturing Co., Ltd., 1 share
	3) Mr. Thiraphong Chansiri, 1 share
List of Directors	1) Mr. Cheng Niruttinanon, Executive Chairman - Thai Union Group PCL.

2)Mr. Thiraphong Chansiri, President&CEO - Thai Union Group PCL.

3)Mr. Joerg Ayrle, Group CFO - Thai Union Group PCL.

4)Mr. Nakorn Niruttinanon, DMD -Thai Union Manufacturing Co., Ltd.

5)Dr. Tunyawat Kasemsuwan, Group Director, Global Innovation - TU

2.Transfer fish oil extraction plant under Thai Union Manufacturing Co., Ltd. and Ingredient Business Unit under Thai Union Group PCL. to be managed and control by the company which will be established.

3.Authorize Mr. Thiraphong Chansiri, the President and CEO and Mr. Joerg Ayrle, the Group CFO to jointly determine and make any relevant decisions as necessary and appropriate and adjust any relevant details including but not limited to the name of the new company as seen appropriated for the benefit of the company.

Benefits Expected to Receive from the Fish Oil Business re-structuring:

1.To increase efficiency of business management and managing and control of extracted fish oil quality;

2.To fully integrated supply chain, from raw materials to customers;

3.To support market expansion and improve proficiency to expand the business abroad;

4.To increase productivity and quantity of the products with production cost reduction; and

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5.To reduce costs incurred from decentralization of business management.

Sources of funds

Cash from Thai Union Group's working capital.

Size of Transaction

The size of this transaction was 0.21%. The aggregate purchase price of all acquisitions made during 6 months prior to April 2019 was 3.33% of the total assets value of TU as of March 31, 2019, calculated using the value of consideration criterion, which gives the highest value among all criteria prescribed in the Acquisition or Disposition Rule. Therefore, the transaction is classified as a Class 3 transaction that does not require mandatory public disclosure under the Notification of Capital Market Supervisory Board No. TorJor. 20/2551. However, this investment still conforms to information disclosure in participation or cancellation in equity of more than 10% of paid-up capital of the subsidiary or associated companies.

This aggregate consists of the transactions as below; (calculated by the net asset value)

1.The acquisition of 49.0% shares of TMAC. (transaction size was 0.15%)

2.The establishment of Thai Union Ingredients (transaction size was 0.21%)

3.The purchase of land plots from TFM, which is the connected company (transaction size was 2.97%)

The Audit Committee agreed with this transaction due to it will be the Company's benefit. The transaction is necessary and justified.

Board committee's statements over the transactions

Board committee remarks that this investment, which is demonstrated as the above transactions, are proper and gives benefits to the company.

Please be informed accordingly.

Yours sincerely

Thai Union Group Public Company Limited

Mr. Kraisorn Chansiri, Director

Mr. Chuan Tangchansiri, Director

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