Welcome toBigger&Better Network of 221 stores across all formats as well as115 shopping mallsthroughout Thailand in 2011 Over 23,000 staff committed to delivering maximum savings and total satisfaction in shopping and services to customers Over 200 million baht in supporting youth education for the brighter future of Thai students

Vision of Big CTo be the number 1 modern food retailer in Thailand by focusing on our customersMission of Big CEver y customer and staff is a member of the Big C FamilyFounded in 1993, Big C Supercenter PCL (Big C) is one of Thailands leading consumer retail operators.Under the slogan of More Than Just Low Prices, the company proudly offers maximum savings and shopping satisfaction to consumers from all walks of life nationwide via Big Cs multi-format stores and a perfect combination of low prices, wide and complete selection of quality products, outstanding ser vices and fun and pleasant shopping environment.In 2011, Big C grew significantly due to our organic development and acquisition of another hypermarket operation. Big C is now proud to employ over 23,000 staff nationwide. Big C operated a network of 221 stores comprising of 108 Big C Supercenters, 12 Big C Markets, 51 Mini Big C stores and 50 Pure Drugstores, along with 115 shopping malls, through its multi-format dual retail-proper ty strategies.

Big Cs ultimate objective is to be a good corporate citizen who contributes to the betterment of each andever y consumers quality of life while delivering total satisfaction to our customers, employees and shareholders.In forging ahead towards our ultimate objective, Big C Supercenter attaches utmost impor tance to upholding our 4 company values:1. We will always be the low-price leader and the best in customer ser vice and customer benefits;2. We will always stand ready to assist customers and Thai communities in ever yway we can;3. We will be an active and productive member of the community who brings long-lasting contributions, assistance and development to Thai communities nationwide;4. Ever y staff is a member of the Big C family. We will develop, train and empower ever yone to grow for the future together with Big C.

C O N T E N T SFINANCIAL HIGHLIGHTS141

MESSAGE FROM THE CHAIRMAN142

MESSAGE FROM THE CEO143

HONORARY CHAIRMAN, BOARD OF DIRECTORS146AND EXECUTIVE OFFICERS

Honorar y Chairman and Board of Directors147

Executive Officers (EXCOM)148

Education & Working Experience of Directors and EXCOM152

Organization Char t158

BUSINESS OF BIG C159

Strategies for Driving Big Cs Business Operations160

The Competitive Situation166

Management170

Big C: Being More Than Just a Retailer188

Annual Repor t2011

Bigger&BetterBUSINESS ANALYSIS & REPORT191

Board of Directors Repor t192

Management Discussion and Analysis193

Risk Factors196

The Audit Committees Repor t197

Repor t of the Corporate Governance Committee199

Repor t of the Risk Management Committee200

FINANCIAL DATA201

Repor t of Independent Auditor202

Summar y of Financial Data Analysis203

Balance Sheets205

Income Statements208

Statements of Comprehensive Income209

Statements of Changes in Shareholders Equity210

Cash Flows Statements214

Notes to Consolidated Financial Statements217

APPENDIX257

Summar y of Transactions with Related Companies258

Major Shareholders262

Subsidiaries263

Big C Store Information in 2011264

FinancialHighlights(Unit: Million Baht)200920102011

Income StatementSales 68,058Cost of sales 63,796 Gross profit 4,262Rental, service and other Income 12,530 Income before finance cost and corporate tax 4,167Net income of the parent2,868(Restated) (After acquisition)69,859102,56360,60287,3259,25715,2386,35011,0783,9888,2862,8165,242

Balance sheetTotal assets 36,698Total Liabilities17,765Total shareholders equity 18,93339,53390,72619,43867,20620,09523,520

Financial ratio Gross profit margin6.3 Net profit margin3.6Return on equity 15.8Return on assets 7.8Debt to equity ratio 0Earnings per share (Baht)3.6(Unit: percent)

14.94.624.08.01.66.5

13.33.714.47.403.5

8,286

5,2423,9743,720

4,167

3,988

2,502

2,851 2,868

2,8162007 2008 2009

20102011 (Restated)

2007 2008 2009

20102011 (Restated)EBIT

Net Income of the ParentMessage from theChairmanMr. Akani ThapthimthongChairmanAs this is my first year as the Chairman of the Board, first and foremost, I wish to express, on behalf of the Board of Directors and the management of Big C Supercenter, a special appreciation and acknowledgement to Khun Suthichart Chirathiwat for the invaluable guidance that he has extended to Big C Supercenter and the Board of Directors throughout his 11 years as the Chairman of the Board. The growth and development that Big C Supercenter is enjoying today are due in large part to Khun Suthicharts visionary guidance. His great contribution to Big C is truly appreciated by us all.Year 2011 has been an exciting year to say the least. As Big C forged ahead on our path to become the number one hypermarket operator in Thailand, we started the year by acquiring Carrefours Thailand operation which has catapulted Big C Supercenter to the co-leader position in Thailands hypermarket sector. Remarkably, we completed whole integration process within a record-time during the first 7 months of 2011. This enabled us to start extracting the benefits of this historical transaction ahead of schedule.We welcomed many new colleagues who are now contributing their vast knowledge and experience to the new Big C. To satisfy the varying needs and preferences of our existing and new customers, Big C strengthened our multi format offering by introducing two new stores formats Big C Extra and Big C Jumbo hypermarkets which have been well-received by both original and new customers. We are truly excited about the possibilities that these new formats will create in the future.The great flood in 2011 has also made evident the resilience of Big Cs management and staff. I wish to commend and extend my most sincere appreciation to the Big C family of employees who rose promptly and readily to the challenge. Despite difficulties in many aspects brought about by the flood, we planned, adapted and reacted quickly to pressing situations with the ultimate goal of ensuring that the Thai consumers have guaranteed-access to crucial daily commodities and relief assistance during the most-needed time when almost everything in flooded areas were shut down. Big C managed to keep most flood-affected stores in operation,

reestablish distribution centers and hubs in every region, reorganize supply chain and delivery systems in cooperation with its national and local suppliers and, most importantly, take good care of flood-affected customers and staffs both inside our stores and in the communities at the same time.By doing so, Big C has become more than just a retailer for consumers. We have become the go-to place for refuge, medical treatment, emergency response and, most important of all, a place where customers can be assured that someone is standing by their side ready to do whatever we can to help them get through the crisis together. Throughout the tough and challenging period of the flood, it was heartwarming to see Big C Supercenter standing side-by-side with the communities and peoples all around the nation. Together we stand.Today, all members of the new Big C have proven clearly that with their determination, hard work and resilience, we can together transform Big C into a new and stronger version of itself. We are confident that Big C is ready and fully equipped with what it takes to achieve our goal of becoming the leader of Thai hypermarket sector and a major retailer in the region. We wish to express our gratitude to our business partners, suppliers and shareholders for their valuable support to Big C and are counting on their continued support as Big C strides forward towards becoming the leader of Thailands hypermarket industry and retailer of choice for Thai consumers nationwide.Yours sincerely,

Mr. Akani ThapthimthongChairman of the Board

Annual Repor t2011Message from theCEOMr.Yves Bernard BraibantCEO and PresidentThere is no phrase that could better describe the transformation that Big C went through in 2011 than the phrase Bigger and Better the overall theme of Big C Supercenters 2011 annual report.We are much bigger than we were just a year ago. At the beginning of2011, Big C took a largest step in store expansion by acquiring CarrefoursThailand operations -- adding 34 hypermarkets, 8 supermarkets, and 1convenience store to our existing store network. This move catapulted usto a co-leader position in Thai hypermarket sector. Carrefour acquisitioneffectively doubled the number of our stores in Bangkok, giving us theaccess to inner city and its resilient consumer spending. It also made usthe leader in terms of number of hypermarkets in many of Thailandsmajor tourist destinations, such as Bangkok, Chiang Mai, and Pattaya.With this acquisition we also extended our target customer group tocover everyone from high to low income segments. This newly achievedlarger scale placed us in much stronger position which is evident fromthe successful extraction of synergies that we achieved during 2011.Integration is never an easy task. Thanks to all the hard work of the Big C team, we completed the integration in a record-time of 7 months. Since then, Big C has grown, evolved and exhibited successful performance in all areas. We also continued our organic growth by opening3 hypermarkets, 2 Big C Markets, 37 Mini Big Cs, and 21 Pure drugstores during the year.However, 2011 was not just tail winds. The flood crisis during September to December hit us hard. At the height of the crisis, Big C had to close 5 hypermarkets, 15 Mini Big Cs, 1 Pure standalone store-- and all 4 distribution centers. Once again Big C team demonstrated its ability to react quickly. We moved our distribution center operations to 7 temporary sites and asked our suppliers to deliver goods directly to our stores when possible. When faced with supply disruptions, we searched and found alternative suppliers and in some cases even imported much needed products such as drinking water and noodles. After the floods started to subside, we began resuming the operations of closed stores and distribution centers. We were able to reopen all hypermarkets and most of the smaller store formats by the end of 2011. Thanks to our insurance policy, all flood-related damages and business interruption was fully covered and Big Cs profitability remained intact.Big Cs impressive 2011 performance is the direct result of the dedication and hard work of the Big C Team which is to be highly

commended. Our sales increased 46.8% from 70 billion baht to 102.6 billion baht. Our rental income grew an impressive 66.3% from 4.2 billion baht to 7.0 billion baht. The quick and efficient integration of Carrefour (Thailand) brought forward the planned synergies. We delivered 1.7 billion baht of synergies during 2011 an impressive 141.7% of the original target of 1.2 billion on year 2013. The effects of these synergies are clearly visible in the impressive gross profit margin increase from 13.3% in 2010 to 14.9% in 2011.Looking forward, Big C is building on the momentum and positive spirits earned in 2011. We remain committed to our vision of becoming the number one food retailer in Thailand by focusing on our customers. We will do so by: Accelerating the opening of new stores across different formats while at the same time continue to develop both existing and new store formats such as Pure drugstore and Big C Jumbo; 1Maximizing the benefit of our dual retail-property model by opening shopping center next to every new Big C Supercenter and Big C Market, and by optimizing existing rental space with Alcudia renovation;2Strengthening our relations with all stakeholders including customers, shareholders, business partners, suppliers, government authorities and non-governmental organizations; Exploring the possibility of expanding into neighboring markets.The success and future of Big C Supercenter depends on the full support of our esteemed customer, shareholder, business partner, supplier -- as well as every member of the Big C Team. I wish to extend to all of you, once again, my great appreciation for the crucial support you have all extended to Big C throughout the years. I thank you in advance for your great support in forging ahead towards our shared vision. Together we will make 2012 the greatest year ever for all of us.Yours sincerely,Mr.Yves Bernard BraibantCEO and PresidentBig C Supercenter PCL1 page 1622 page 164

Annual Repor t

2011

143

HonoraryChairmanBoard ofDirectorsandExecutiveOfficersHonorar y Chairmanand Board of DirectorsMr.Vanchai ChirathivatHonorary Chairman

Mr. Akani ThapthimthongChairman of the BoardMr. Strasser Arnaud Daniel Charles Walter Joachim Director

Mr. Praphan EamrungrojDirector

Mr. Suttiluk SamranyooIndependent Director

Mr.Yves Bernard BraibantDirector,Chief Executive Officer & PresidentMr. Pedro Antonio Arias Douce Director

Mr. Jacques DominiqueEhrmannDirector

Mr. Sudhitham ChirathivatDirector

Mr. Guillaume Pierre Antoine Marin Humber t DirectorMr. Ulisses KameyamaDirector

Mr. Nontaphon NimsomboonIndependent Director, Chairman of Corporate, Governance Committee

Mr. Paitoon Taveebhol Independent Director, Chairman of Audit Committee

Dr. Chiradet Ousawat Ph. D.Independent Director, Member of Audit CommitteeAnnual Repor t

2011

147ExecutiveOfficers (EXCOM)Mr.Yves Bernard BraibantChief Executive Officer & PresidentAnnual Repor t2011Mr. Praphan EamrungrojExecutive Vice President, PropertiesMr. Stephen Joseph CamilleriVice President, Human ResourcesMr.Philippe PrejentVice President, OperationsMs. Rumpa KumhomreunCFO & Vice President, Accounting & FinanceAnnual Repor t

2011

149ExecutiveOfficers (EXCOM)Mr. Greg O SheaVice President, Supply Chain ManagementMr. Alex MorganVice President, Merchandise ControlMr. Emmanuel CouronneSenior Vice President, Merchandise

Sarinthip Satitsatien, PhDVice President,Business Development

Annual Repor t2011Mr. Regis, Philippe PrigentVice President,Marketing & CommunicationsMr. Bruno JousselinVice President, General Merchandise

Mr. Prawet PrungtangkijVice President, MISMr. Ian LongdenSenior Vice President, Small Store FormatAnnual Repor t

2011

151Education and Working Experience ofDirectors and Executive OfficersMr.Vanchai Chirathivat Honorary ChairmanEducation Honorary Doctorate Degree (Philosophy), Ramkamhaeng UniversityCommander Third Class Commander of The Most Exalted Order of the White Elephant (Kingdom of Thailand)% holding in Company : None% holding in Company : 0.03

Experience Chairman, Central Group of Companies Chairman, Central Department Store Co., Ltd. Chairman, Central Trading Co., Ltd. President, Central Plaza Hotel PLC. Permanent Honorary President,Ethics and Morals Foundation Director, Board of Commercial Investment Thailand-ChinaMr.AkaniThapthimthong Chairman of the BoardEducation BA in Political Science and Philosophy from QueensUniversity of Belfast, Northern Ireland MBA London Business School, LondonRelationship between Management : None% holding in Company : None

Experience Consultant to Goldman Sachs in Thailand - Deputy GroupFinance Manager Goldman Sachs Asia Executive Director, focusing on expanding private client services in the region and working closely with Investment Banking Division in ThailandMr. Pedro Antonio Arias Douce DirectorEducation ESSEC Business School and in Law University PARIS V (Rene Descartes), FranceRelationship between Management : None% holding in Company : None

Experience Rothschild & Cie (Paris) in origination and Execution of M&A cross-border and domestic transactions (Real Estate, Business Services and Debt Restructuring)Mr. Jacques Dominique Ehrmann DirectorEducation HECRelationship between Management : None% holding in Company : None

Experience Chief Real Estate and Development OfficerMr. Praphan Eamrungroj Director / Executive Vice President, PropertiesEducation MBA, Thammasat University, Thailand MS, Engineering, AIT, ThailandRelationship between Management : None% holding in Company : None

Experience Vice President, GE-Goldman AMC, Thailand Executive Director, First Pacific Land, Thailand

Annual Repor t2011Mr. Strasser Arnaud Daniel Charles Walter Joachim DirectorEducation E.N.A. (High School of Civil Services) School of HEC (Hautes Etudes Commerciales) School of the Institut d Etudes Potiques de ParisRelationship between Management : None% holding in Company : None

Experience Director of Corporate Development and Holdings, Groupe Casino, France Member of the Management Board, Groupe Casino, France Advisor to the Chairman, in charge of InternationalDevelopment, Groupe Casino, FranceMr. Suttiluk Samranyoo Independent DirectorEducation Master of Science, THE AMERICAN UNIVERSITY, USA Bachelor of Statistics, Faculty of Commerce andAccountancy, CHULALONGKORN UNIVERSITYRelationship between Management : None% holding in Company : None

Experience Deputy Managing Director, Thai Nakorn Pattana Co., Ltd. Country Director: Silverlake (Thailand) Co., Ltd. Country Manager: Fiserv (ASPAC) Ptd (Singapore), SINGAPORE Vice President: Wall Street Finance & Securities PublicCompany Limited Assistant Vice President: Wall Street Finance & SecuritiesPublic Company Limited Manager: Wall Street Finance & Securities PublicCompany Limited SEP Project Analyst: ESSO Standard (Thailand) Co., Ltd.Mr. Sudhitham Chirathivat DirectorEducation M.B.A. (Operation Research), Iona University, New York, U.S.A. B.A. (Electrical Engineering), University of Maryland(College Park), U.S.A. National Defense College, The Joint State-Private SectorsCourse, Class 13Training Director Certification Program (DCP) year 2003 from Thai Institute of Directors (IOD)Relationship between Management : None% holding in Company : 0.26

Experience Executive Chairman, Central Group of Companies Co., Ltd. Managing Director and Chief Executive Officer, Central Pattana Plc. Executive Vice President / President Store Planning, Marketing, and Business Development / Vice president Marketing, and Merchandising, Central Department Store Co., Ltd. Chairman, Coffee Partners Co., Ltd. (Starbucks Thailand) Vice Chairman, Robinson Department Store Plc. Director, Central Plaza Hotel Plc. Independent Director, Jasmine International PublicCompany Limited Director, Central Holding Co., Ltd. Director, The Vintage Club Co., Ltd. Member, The National Legislative Assembly Thailand Advisory, The Ministry of Commerce Director, The Thai Chamber of Commerce President, Rotary Club of BangkhenAnnual Repor t

2011

153Mr. Guillaume, Pierre, Antoine, Marin, Humber t DirectorEducation Toulouse Graduate School of Management, FranceRelationship between Management : None% holding in Company : None

Experience Senior Vice President, Corporate Finance, Groupe Casino, France CFO of Real Estate Investment Trust Fonciere des Regions, Paris Credit Agricole Corporate and Investment Bank, Milan,New York and Paris BHP Billiton, JohannesburgMr.Yves Bernard Braibant Director / Chief Executive Officer & PresidentEducation Business School, Lyon, France MBA International-Business Management,University of Lindenwood, St. Charles, USA Certificate EM, Lyon, France, Certificate I.M.D., Switzerland Relationship between Management : None% holding in Company : None

Experience Chief Executive Officer, Libertad, ArgentinaMr. Ulisses Kameyama DirectorEducation : Universidade Federal do Rio de Janeiro - BrazilRelationship between Management : None% holding in Company : None

Experience Director Corporate Development and Holdings, the Groupe Casino, France Brazil Telecom, Business Development Director NM Rothschild & Sons, Director M&AMr. Nontaphon Nimsomboon Independent Director / Chairman of Corporate Governance CommitteeEducation Doctor of Accountancy (Honorary), Thammasat University MBA, Accounting, University of Iowa, U.S.A. BBA., BA-accounting (2nd Class Honors),Thammasat University Certified Public Accounting (Thailand)Training Director Accreditation Program (DAP) 4/2003 from Thai Institute of Directors (IOD)Relationship between Management : None% holding in Company : None

Experience Chairman of the Board of Directors, AMC InternationalConsulting Co., Ltd. Member of the Court of Directors, the Bank of Thailand Chairman of the Audit Committee, the Bank of Thailand Auditor General, The Office of the Auditor General of Thailand President, the Institute of the Certified Accountants and Auditors of Thailand

Annual Repor t2011Mr. Paitoon Taveebhol Independent Director / Chairman of Audit Committee / Member of Corporate Governance CommitteeEducation B.A. (Accounting), Ramkhamhaeng University MBA, Kasetsart University Certificate in Auditing, Thammasat UniversityTraining Monitoring the Internal Audit Function (MIA), Monitoring the System of Internal Control and Risk Management (MIR), Monitoring the Quality of Financial Reporting (MFR) and Role of the Compensation Committee (RCC) year 2010 from Thai Institute of Directors Monitoring Fraud Risk Management (MFM) year 2009 from Thai Institute of Directors Chartered Director Class (R-CDC) year 2008 from Thai Institute of Directors Audit Committee Program (ACP) and Role of Chairman Program (RCP) year 2005 from Thai Institute of Directors Director Certification Program (DCP) and Director Accreditation Program (DAP) year 2005 from Thai Institute of Directors Relationship between Management : None% holding in Company : None

Experience Independent Director, Chairman of Audit Committee,Chairman of Risk Management Committee, Central Pattana Plc. Managing Director, Arthur Andersen Business Advisory Ltd. Director, Executive Director, SGV-Na Thalang Co., Ltd. 2003 - 2005 Managing Director, BT Business Consulting Co., Ltd. 1998 2000 Vice President, Council Member, The Institute of Internal Auditors of Thailand 1991 2005 President, Secretary General, The ASEAN Federation of Accountants 1991 2003 Vice President, Council Member, The Institute of Certified Accountants and Auditors of Thailand Independent Director, Chairman of the Nomination and Remuneration Committee, Audit and CG Committee Member, Somboon Advance Technology Plc.Dr. Chiradet Ousawat, Ph.D. Independent Director / Member of Audit CommitteeEducation Doctors Degree, Ph.D. Decision Sciences (Production andOperations Management), University of Oregon, USA. Masters Degree, MBA Decision Sciences 1982, University of Oregon, USA Masters Degree, M.Sc. (Industrial Engineering) 1974, Lehigh University, Pennsylvania, USA Bachelors Degree, Engineering 1971, Chulalongkorn University of ThailandRelationship between Management : None% holding in Company : 3,000 shares

Experience President, University of the Thai Chamber of Commerce Vice President, Planning and Development Division,Huachiew Chalermprakiet University Director, EMC Public Company Limited Chairman of Managing Director, Thai Gypsum Production PublicCompany LimitedMr. Philippe Prejent Vice President, OperationsEducation BTS Hotel Management, FranceRelationship between Management : None% holding in Company : None

Experience : COO (Chief Operation Officer) Hypermart : Indonesia for Matahari Food Business 15 years in Carrefour France and 12 years in Asia - CarrefourAnnual Repor t

2011

155Ms. Rumpa Kumhomreun CFO and Vice President, Accounting and Finance / Member of Corporate GovernanceCommittee / Secretary to the Board, Secretary to the Corporate Governance Committee, Secretary to the CompanyEducation MBA, Thammasat University, Thailand Certified Public Accountant, ThailandRelationship between Management : None% holding in Company : None

Experience Accounting Director, Seagate Technology (Thailand) Ltd. Accounting Manager, National Starch & Chemical (Thailand) Ltd.Mr. Stephen Joseph Camilleri Vice President, Human ResourcesEducation Master of Education Degree (Specializing in Audit and Continuing Professional Education), University of New South Wales, Sydney Australia Graduate Diploma in Audit Education, University of Technology, Sydney Australia Bachelor of Arts Degree, University of Sydney, Sydney AustraliaRelationship between Management : None% holding in Company : None

Experience Associate Director, PricewaterhouseCoopers FAS Ltd. Director, Human Resources and Organization Development, Destination Properties GroupMr. Emmanuel Couronne Senior Vice President, MerchandiseEducation MBA, European Business Institute, Paris, FranceRelationship between Management : None% holding in Company : None

Experience Managing Director, Snair & Socemas Reunies, FranceMr. Ian Longden Senior Vice President, Small Store FormatEducation ALevel, Ashville College, United KingdomRelationship between Management : None% holding in Company : None

Experience Director, Tesco-Express, China Director, Tesco-Express & Supermarket, ThailandMr. Regis Philippe Prigent Vice President, Marketing and CommunicationsEducation Master Business Management, Universite de Bretagne Occidentale (France)Relationship between Management : None% holding in Company : None

Experience Marketing Director, Big C Vietnam More than 11 years working experience in Asia modern tradeAnnual Repor t2011Mr. Greg OShea Vice President, Supply Chain ManagementEducation Victorian Certificate of Education (Economics & Politics) De la Salle, Melbourne, AustraliaRelationship between Management : None% holding in Company : None

Experience Country General Manager, TOLL Integrated Logistics Malaysia, TOLL - ZARI Haulage Sdn. Bhd. and TOLL Fleet EquipmentMr. Prawet Prungtangkij Vice President, MISEducation Computer Science, Chulalongkorn University, Thailand BA, Political Science, Ramkamhaeng University, ThailandRelationship between Management : None% holding in Company : None

Experience Senior Manager, Information System Division, Siam MakroPublic Co., Ltd., ThailandSarinthip Satitsatien, PhD Vice President, Business DevelopmentEducation Ph.D., Industrial Engineering, University of Washington, Seattle, USA MS, Industrial Engineering, University of Washington, Seattle, USARelationship between Management : None% holding in Company : None

Experience Lecturer, Industrial Engineering, King Mongkuts University ofTechnology at Thonburi, Thailand Managing Director, KCS Advertising Co., Ltd, Thailand Managing Director / Partner, PNH Distribution Co., Ltd ,Phnom Penh, CambodiaMr. Alex Morgan Vice President, Merchandise ControlEducation MA, Human Geography, University of Leeds, UK BA, Geography and Management Studies, University of Leeds, UKRelationship between Management : None% holding in Company : None

Experience Trading Director, Electrical & New Technology, TESCO Group PLC., TESCO Lotus (Thailand) Vice President, Hard Lines, TESCO Lotus (Thailand)Mr. Bruno Jousselin Vice President, General MerchandiseEducation MBA, Marketing and Management Institut de Recherche et d Actions Commercials, Paris, FranceRelationship between Management : None% holding in Company : None

Experience Director, Hard Goods Business Model DevelopmentCarrefour Group, Paris, France More than 11 years of retail business in AsiaAnnual Repor t

2011

157OrganizationChar tCEO & PRESIDENT Mr.Yves Bernard BraibantCFO & VP ACCOUNTING& FINANCE

VP HUMAN RESOURCES

EVP PROPERTIES

VP OPERATIONS

SVP SMALL STORE FORMATVP MIS

VP GENERAL MERCHANDISE

VP MERCHANDISE CONTROL

VP SUPPLY CHAIN MANAGEMENT

VP MARKETING& COMMUNICATIONS

VP BUSINESS DEVELOPMENT

INTERNAL AUDIT

Business ofBigCStrategies for DrivingBig Cs Business OperationsYear 2011 was full of exciting opportunities and developments for Big C. The acquisition of Carrefour (Thailand) at the beginning of2011 leapfrogged Big C to a co-leader position in Thailands retail industry. The combined pool of talents from Big C and Carrefour together built up strong momentum for the new Big C driving the integration process forward to a speedy completion and allowing us to accelerate the capturing of synergies. By the end of 2011, we exceeded our synergy target for year 2013 by 1.4 times.Comparing to 2010, we are now Bigger and Better. Nevertheless, we will continue to push forward towards our vision of becoming the leading modern food retailer in Thailand. We will continue to expand through our wide variety of formats and are especially excited about the prospects and opportunities to grow the network of our smaller store formats.With the acquisition, Big C is now able to answer to the needs and preferences of all customer segments. To best deliver total shopping satisfaction and maximum value to our wide-ranging customers, Big C is using a multi-faceted strategy to pave way towards achieving our goal. This includes: Customer Centric Focus

Since the establishment of Big C Supercenter, customers have always been our highest priority and the center of our focus. Our commitment to deliver More Than Just Low Price to our customers has led Big Cs Customer Centric Focus to evolve and develop over the 18 years of our operation. Big Cs Customer Centric Focus rests on the five main pillars as follow:1) Low Price LeaderBig C has a longstanding philosophy and commitment to deliver maximum savings to our customers via low price items. We are proud to be the low-price leader of Thailands retail industry and are committedto improve and evolve. Our Check Price Tuk Sure lowest-price guaranteed campaign offers our customers peace-of-mind that the daily price-checked items are guaranteed to be cheapest in the market.

Beyond low prices, Big C also conducted consistent, strong and aggressive promotions to deliver additional value for money and fun shopping experience to our customers throughout the year.2) Complete Assor tmentBig Cs expert merchandise teams continuously search and expand our network to acquire quality products from over4,000 domestic and international suppliers to fulfill the need and preference of all customer segments. As a result, Big C carries over 80,000 SKUs of products with price ranging from opening price point to premium high-end items in every product category.For example, customers can choose from Big Cs Happy Baht opening price point items to Big C quality house brand (such as Big C Delight, Big C Advance and Big C Care) and imported upscale products such as the Casino Brand from France.Big Cs merchandise is divided into five basiccategories: Fresh Food meats, seafood, fresh fruits and vegetables (both ready to cook and ready to eat), frozen food, baked goods, and various herbs and spices. Dr y Food seasonings and condiments, beverages (both soft drinks and liquor), snack foods, personal items, cleaning suppliers, and pet food and accessories. Clothing and Accessories mens, womens, childrens and infants clothing, and shoes as well as cosmetics. Electrical Appliances a wide range of electrical appliances including white goods, kitchen appliances, home entertainment equipment, tapes, CDs, plus automobile and motorcycle accessories, and home improvement and maintenance tools and supplies. Home Decor and Accessories furniture, kitchenware, plastic storage items and utensils, decorative items, sporting goods and toys.SALES MIXBIG C Standalone 2010BIG C + Carrefour 201110.4%9.5%16.2%9.1%

54.9%

10.9%9.9%16.3%9.4%

53.5%Dry GoodsFresh FoodElectrical Appliances

Home Decor and AccessoriesClothing and Accessories3) Quality FocusApart from low prices, Big C also places great emphasis on selecting quality products and offering freshness and satisfactionguarantee to our customers. Through Big Cs Jud Tem Duay Jai total satisfaction guarantee campaign, customers are able to return any product bought from Big C if the product does not meet their expectations. This campaign has earned loyalty and repeated traffic among Big C customers.4) Enhanced Ser viceBig C always strives to enhance our services to be the destination of choice for one-stop-shopping for the whole familyand to be more than just a retailer. Big Cs employees, which has grew to over 23,000 after the acquisition in 2011, are trained to be enthusiastic, friendly, eager to go beyond their normal mandates to create customers satisfaction. They have been instilled a sense of community that customers are their extended families and encouraged to do their best to be of service to customers in every way they can both in happy and trying times.Examples of the vast range of services offered at Big C start from shopping facilitator, complimentary box-packing service and bilingual staff to vehicle registration renewal, marriage license certification and many more.We also bring our services to our customers doorsteps. The Big C Shopping Online website enables customers to order products online and either pick them up at Big C stores or have the products delivered and bill collected at their residents or companies.5) Build RelationshipBig Card, Big Cs loyalty program, reached 6.5 million members in 2011 and is growing constantly. This is the result of constant development in Big Cards benefits and convenience that it offers to the members. Big Card members enjoy instant cash coupons without having to collect or redeem points. They also enjoy discounted member prices offered weekly. Big Card Members sale contributions have increased from 25% of total sales in 2009 to over 60% at the end of 2011.

Multi format expansion

One of the key elements towards Big Cs success is the ability and flexibility to capture all customer segments by answering to their different and ever-changing needs and preferences and being as close as possible to the customers. With this in mind, Big C has introduced new stores concepts such as Big C Extra, Big C Jumbo and standalone Pure Drugstore.The multi-format expansion enables Big C to be there when our customers go grocery shopping, be it major weekly food shopping trip or a walk to a neighborhood store for a top-up shopping. Through this, Big C will have better and greater reach to our customers -- and customers can expect the same maximum value for money and outstanding service regardless of which store format they do their shopping.Annual Repor t

2011

161The details of our store formats are:HypermarketWe have currently three hypermarket formats:1) Big C Supercenter2) Big C Extra and3) Big C JumboBig C SupercenterIs a traditional hypermarket format targeting mid to lowincome customer segments offering maximum value throughcombination of low prices, wide selection of goods and services,clean and efficient shopping environment, and outstanding service.Big C ExtraIs our new hypermarket format introduced in 2011. It istargeting mid to high income customer segments by offering widerrange of premium and organic fresh and dry food items, as wellas wide selection of imported products, including Casino privatelabel products, technology gadgets, wine and many more extraproducts and services than Big C Supercenter while keepingBig Cs signature low prices.Together these two hypermarket formats are our largest stores offering over 100,000 SKUs of consumer goods and food items. Their sizes vary from 4,000 to 12,000 sqm and the sales mix of these stores is approximately 60% food and 40% non-food items. After the Carrefour acquisition, our hypermarket locations are distributed evenly between greater Bangkok and upcountry.In 2011, we have 92 Big C Supercenter and 15 Big C Extra stores.

Big C JumboThe third hypermarket format, is Big Cs new membershipwarehouse format that offers "all under one roof solution" not onlyto professional customers such as hotels, restaurants and caterers(HORECA), but also small and medium-size retailers, companiesand institutions, as well as households who buy in large volumes.The first Big C Jumbo concept store was opened in December2011. This concept store has the sale area of 10,000 sqm and carries12,000 to 15,000 SKUs. Sales mix of this store is approximately80% food and 20% non-food items. At the end of 2011 we have1 Big C Jumbo format store. A Jumbo Station, a smaller versionof Big C Jumbo, is also implanted into our Pattaya branch.SupermarketBig C MarketOur supermarket format, offers a same price-leader pricingand promotions as our hypermarkets. These stores have smallerselling area of 750 to 2,000 sqm and carry lesser number of itemsaveraging 15,000 SKUs.The relatively smaller size of Big C Market enables Big C to penetrate the areas that are not in the main district of a province bringing savings and convenience to customers in the outskirts. Sales mix of Big C Market stores is approximately 80% food and20% non-food items.In 2011, we have 12 Big C Market format stores in GreaterBangkok and northern, central and southern provinces.

Annual Repor t2011Convenience StoresMini Big CIs our smallest and proximity format that allows us toreach customer base nationwide to deliver maximum shoppingconvenience and value for money to our customers. Mini Big C carriesup to 3,200 SKUs and offers the same promotions as our larger storeformats but is smaller in size averaging 160 sqm per store.Unlike traditional convenience stores, Mini Big C also offers fresh food items -- making it an ideal place for top-up shopping. Sales mix of Mini Big Cs is approximately 90% food, including fresh food, and 10% non-food items.During 2011, we opened 37 Mini Big Cs and now have 51Mini Big C format stores.PureIs our pharmacy format carrying health, beauty and wellnessproducts. The store is approximately 45 sqm and offer 1,700 SKUsranging from pharmaceutical to cosmetic products.While most of the current Pure stores are implanted into existing Big C hypermarkets and markets, Big C also started to roll-out Pure standalone format stores in 2011. Big C aims to place future Pure standalone stores close to Mini Big C stores. We are also currently working on obtaining Thai FDA drug store accreditation to our pharmacies.During 2011, Big C opened 21 Pure stores and have 51 Pureformat stores at the end of the year. Dual retail-proper ty model

Since the beginning, Big C has always strived to build a shopping mall with every new Big C Supercenter and Big C Market. The wide-ranging services and products offered by vendors and tenants at Big Cs rental space, inside and outside a store, are vital to making a Big C store an attractive one-stop shopping destination.The size of shopping malls varies depending on store format and location. Tenant occupancy rates have been traditionally high and at the year end 2011 was 95%. As such, apart from drawing traffic to stores, rental space is also an important part of Big Cs revenues.During 2011, Big C opened 5 new shopping malls with a total space of 13,700 sqm. At the end of the year, Big C has 115 shopping malls with a total space of 684,000 sqm.Tenants CompositionOur tenants mix can be classified into five categories basedon lease terms and types of business.Commercial Retail UnitConsisting of mainly well-known brand name apparels, restaurants and cafes, banks and major chains, commercial retail unit tenants help enhance the image and product varieties of Big C shopping centers. Their lease terms are usually medium term of 3 years.Annual Repor t

2011

163Junior AnchorConsisting of large-scale tenants such as home improvementstores, cinemas and IT mall, junior anchor tenants help satisfycustomers need beyond what can be found at Big C. They playan important role in drawing additional traffic to our stores andmaking our shopping centers a one-stop shopping destinations forcustomers. They hold long-term leases, ranging from 3 to 15 years.Food courtAll Big C shopping malls feature food courts where customerscan find a variety of food and beverages at low prices. Lease termto food court vendors is 1 yearBig BazaarBig Bazaar tenants are small stores that sell wide range ofitems including fashion, accessories, local products, mobile phone,toys etc. Lease term for these tenants is 1 year.Casual LeasingVariety of small kiosks with ever-changing and in-demandproducts located both inside and sometime outside store buildinghelps to add the fun and excitement to our customers shoppingexperience. Their lease terms are usually short 1-month prepaid leases.Alcudia Store RenovationsRenovations play a crucial role in maintaining the success of Big Cs dual retail-property model. We renovate our hypermarkets on average every 5 to 8 years. In the past, the renovations mainly aimed to update the look and feel for those esthetically tired properties. However, sole improvement of esthetic value without retheming the shopping mall will not be able to drive the property value to its fullest potential. Hence, during 2011, Big C introducednew renovation initiative called Alcudia Renovation -- which went beyond typical esthetic renovations by maximizing hypermarket productivity and introducing refreshed shopping experience through enlarging the mall footprint paving way for more attractive tenancy mix. This is achieved by shrinking the hypermarket trading area while maintaining or even enhancing the merchandise offer within the tighter trading footprint. As a result, sales per square meter will eventually increase.Maximizing hypermarket productivity: Many older hypermarkets were built for the original catchment area. Over time, the opening of new hypermarkets and shopping malls shrunk this catchment area and caused the original hypermarket to be too large for the new and smaller catchment area leading to reduced sales density. Alcudia renovation maximized hypermarket productivity by analyzing store layout and redefining the ratio of space dedicated between retail and rental area optimizing sales density and rental income.Refreshed shopping mall experience: Each property goes through its life cycle and so do rental yields and propertys capital value. Maintenance work can extend a propertys life cycle to a certain extent. However, at one point, maintenance will not be enough and the propertys capital value will start its decline. Alcudia renovation revitalized the shopping mall by analyzing the malls size, tenant mix and attractiveness to customers.Annual Repor t2011 In 2011, Big C completed the first lot of Alcudia renovation at three Big C stores in Hat Yai, Chiang Rai and Rama II. Supply Chain

Merchandising and Sourcing Cost efficiencies and economies of scale are crucial for Big Cs success. Our co-leader position in Thai hypermarket sector, combined with excellent relations and networks with over 4,000 suppliers and the increase order volumes gained from the acquisition of Carrefour (Thailand) have put Big C in an excellent position to strengthen our low price leader position and pass on the savings to our customers. Distribution Big C is confident in its logistics systems ability to ensure that the right products are place on the right shelves at the right time. The use of advanced radio frequency identification integrated with computerized order and replenishment systems ensures utmost accuracy and efficiency for the pick and pack preparation for delivery. Our dedicated shuttle trucks and thermal blankets also help reduce CO2 emission by 46% annually compared to traditional method of transportation. Currently, Big C has four distribution centers -- three located in Ayudhya and one in Nonthaburi. DHL, the global market leader in the logistics industry, provides warehouse distribution, transportation management and reverse logistic services 24 hours for Big C. Human Resources

Human resources management is another key to the success of Big C. Following the integration, we successfully integrated the talents from Big C and Carrefour and encouraged every employee to develop and progress in their careers in line with the Companys expansion and growth potential. Big C has evolved from its status within the local market to being recognized internationally and our plans for expansion reflect the confidence of a successful company going forward. Human resources is at the forefront of guiding the workforce in a positive direction towards Big Cs vision in being the number one modern retailer in Thailand. In 2011, we have a new HR structure and team within Big C dedicated to take the company forward; enabling all individuals

not just at head office, but countrywide. HR presence acted as a consultant facilitating the flow of ideas, channeling talent to where it is needed as well as recognizing and rewarding talent and commitment among employees. The new culture within HR means we have committed teams across the country and we can now support stores on all HR issues through accessible links to head office. Stores are actively encouraged to support the HR function. The hiring of people with disability is also our priority -- not only to support the governments initiatives, but also because Big C is committed to creating equal long-run employment opportunity for applicants from all backgrounds so that we can achieve a sustainable model for the future. Our commitment also stretched to the enhancement of the well-being of the wider society. In 2011 through our program of blood donations to the Red Cross our employees donated 3,285,770 ccs of blood. And we have continued with our influenza vaccination campaign, helping to ensure the health of our employees. In 2011, the total number of staff inoculated against influenza was 17,104. Big C is committed to offering a competitive employee compensation and benefits program, encouraging employee engagement and learning and development. The 2011 flood directly and indirectly affected a large number people nationwide, our employees and their families included. Big Cs employee support program was able to offer all our employees help as they needed it. The program was widely recognized and commended within Thailand.Our people are our future. From an HR point of view, the success of further improving Big Cs superior customer satisfaction depends on the effective management and engagement with our employees. Human resource management is focused on the key task of ensuring the best people are in the best jobs. Our training and development programs are therefore designed to benefit both existing employees and new recruits. They are designed to ensure that superior work standards are achieved in all Big C stores, to get the very best out of store management, to help our managers to be even more effective at what they do best. In 2012, we are planning to implement a number of initiatives to further develop our organizational strength. These initiatives include: Launch a new Performance Management System; Implementation of Competency framework for stores Succession and Performance Management to get the best of the talent pool within Thailand and overseas. It looks at an employees performance to determine grading and promotion. It employs succession planning to focus on the identification and development of potential successors for key positions through systematic evaluation and training. Throughout 2011, Human Resource assumed a crucial function of expanding the new and dedicated HR capability,

Develop more computer-based training programs (e-Learning); and Implement an HR ERP system to enhance HR productivity through the application of HR analytics and tools.Annual Repor t

2011

165The CompetitiveSituationAfter acquiring Carrefour (Thailand) in late 2010, integration was completed on 31 July, 2011 which allowed the Company to continue its marketing activities including the facelift of various branches to better serve its wide range of customer. Companys hypermarket branches were divided into 2 groups: Big C and Big C Extra. The Company also opened new concept called Big C Jumbo to differentiate by adding more product segmentation to serve especially hotel, restaurant, and catering business, other professional customers, and the needs of local community. Companys supermarket format got a new appearance under the concept of Big C Market. All of these efforts placed Big C into a co-leadership position in the Thai hypermarket sector.The overall competitive environment of the retail business was intense. Tesco Lotus expanded its number of branches, in many formats, more than it had done in the past. These comprised14 hypermarkets (including 5 branches of Tesco Lotus Value), 47 supermarkets, and 209 Tesco Lotus Expresses. At the same time, Big C opened 3 hypermarkets, 2 Big C Markets, and 37 Mini Big Cs. Whereas Makro, which is considered being an indirect competitor, opened total 4 branches, the same as last year, from 48 branches to 52 branches.OperatorFormatNumber of Branches*

As of31 December 2010New Branches / AcquiredAs of31 December 2011

Big CBig C ExtraBig C71Big C JumboBig C Market 2Mini Big C15152192110123751

Tesco LotusTesco Lotus90Tesco Lotus Value31Talad Lotus83Tesco Lotus Express54699953647130209755

MakroMakro48452

*Source: The Nielsen Company (Thailand) LimitedAnnual Repor t2011At the end of 2011, Big C store network consisted 108 hypermarkets (Big C - 92, Big C Extra 15, and Big C Jumbo - 1),12 Big C Markets, 51 Mini Big Cs, and 50 Pure branches. Whereas Tesco Lotus had 135 hypermarkets (Tesco Lotus 99 and Tesco Lotus Value 36), 130 Talad Lotus branches and 755 Tesco Lotus Express branches. Makro had a total of 52 branches.In late 2011 massive flooding in Thailand created a big impact to the retail business. Big C and its competitors were foreced to close some branches temporary and to postpone opening of some new branches during the last few months of the year. However, when the situation began to improve, the competition resumed to normal, and store openings accelerated during December. Thus, the overall competition of the retail business in 2011 was still intense. This is displayed in the following graphic.Number of hypermarket branches (end of December 2011)36 %

18 %46 %

Big CTesco Lotus3798Makro943Big CTesco LotusMakro

Greater BangkokUp CountryAnnual Repor t

2011

167Number of hypermarket branches (end of December 2011)Branches in Bangkok & the Perimeter

Big C Jumbo

CompetitorsSituationTesco LotusMakro39. Jumbo SamrongMiddle Big C Extra40. Chaengwattana 2Middle 41. BangyaiMiddle 42. Rama 4 High43. Petchkasem 2Middle 44. Ratchadapisek Middle45. Ramintra Middle 46. Latprao 2 High47. Lamlukka Klong 4 High48. Sukhapiban 3 (2)High 49. Onnuch HighBig C Market50. Keha Romklao None51. Bangpo High52. Pracha Uthit High53. Suan LuangMiddle54. SaimaiNone55. Sukhapiban 1 High56. Sukhapiban 5 Middle57. HatairatNoneProvinces

Big C

1. PattayaHigh

2. Pattaya 2High

3. Udon ThaniHigh

4. Khon KaenHigh

5. KoratHigh

6. Surat ThaniHigh

7. PhitsanulokHigh

8. RayongHigh

9. Chiang RaiLow1

10. LampangHigh

11. Lop BuriHigh

Annual Repor t2011Competitors1 Mae Chan District, Chiang Rai, 2 Tha Yang District, Phetchaburi, 3 Phanom Sarakham District, Chachoengsao, 4 Kabin Buri District, Prachinburi,5 Khanu Woralaksaburi District, Kamphaeng Phet, 6 Phanom Sarakham District, Chachoengsao, 7 Thai Mueang District, Phang-nga,8 Mueang District, PhuketComparing to 2010, Big C is now Bigger and Better- and we will continue to push forward towards our vision of becoming the leading modern food retailer in Thailand. We will continue to expand through our wide variety of formats and are especially excited about the prospects and oppor tunities to grow the network of our smaller store formats.Annual Repor t

2011

169Management 1. General Information

Big C Supercenter Public Company Limited conducted its business operations in Thailands modern retail sector. Its core businesses are hypermarkets in which it has long experience. To answer its customers changing lifestyles, the Company has initiated convenience store format called Mini Big C, and pharmacy called Pure. Administration of these stores is overseen by the Big C Supercenter Public Limited Company and its subsidiaries.On December 31, 2011, the Company and its subsidiaries had a total of 120 hypermarket and supermarket branches, of which 57 were in Bangkok and the surrounding area, and 63 branches were in the provinces. The Company also had 51 Mini Big C stores and50 Pure pharmacies located around Bangkok and its surrounding area and in provinces.

The company has registered capital of 8.25 billion Baht, with paid-up shares of 8.013 billion Baht. All shares are of the ordinary type with the par value of 10 Baht. The major shareholders of the Company are Geant International B. V. and the Chirathivat Group. (Geant International B. V. comes under the Casino Group, which is a well-known retailer at the international level based in France, and has investments in retail businesses in many countries around the world). 2. Management Structure

The Companys management structure is comprised of five boards: the Board of Directors, the Audit Committee, the Corporate Governance Committee, the Risk Management Committee and the Management team where the CEO and President are acting as the top executive of the Company. Details are as follows:2.1 The Companys Board of DirectorsThe Companys Board of Directors as of December 31, 2011, are as follows:Name PositionRemarks1. Mr. Akani Thapthimthong Chairman of the BoardNon-Executive Director2. Mr. Sudhitham Chirathivat*DirectorNon-Executive Director3. Mr. Nontaphon Nimsomboon Independent DirectorNon-Executive Director4. Mr. Suttiluk Samranyoo Independent DirectorNon-Executive Director5. Dr. Chiradet Ousawat, Ph.D.Independent DirectorNon-Executive Director6. Mr. Paitoon TaveebholIndependent DirectorNon-Executive Director7. Mr. Praphan EamrungrojDirectorExecutive Director8. Mr. Yves Bernard Braibant*Director(CEO and President)

Executive Director

9. Mr. Strasser Arnaud Daniel Charles Walter Joachim*DirectorNon-Executive Director10. Mr. Pedro Antonio Arias Douce*DirectorNon-Executive Director11. Mr. Jacques Dominique Ehrmann*DirectorNon-Executive Director12. Mr. Ulisses Kameyama*DirectorNon-Executive Director13. Mr. Guillaume Pierre Antoine Marin Humbert*DirectorNon-Executive DirectorRemark * Directors No.2, and 8-13 come from the shareholders, and Ms. Rumpa Kumhomreun, Vice President, Accounting andFinance Department acts as the Secretary to the Board and Secretary to the Company. Mr. Suthichart Chirathivat, the former Chairman and Director, resigned at the end of his term on November 4, 2011.Annual Repor t2011The directors who are authorized to sign on behalf ofthe Company:Group 1 - Mr. Yves Bernard Braibant, Mr. Strasser Arnaud Daniel Charles Walter Joachim, and Mr. Jacques Dominique Ehrmann.Group 2 - Mr. Ulisses Kameyama, Mr.Praphan Eamrungroj, and Mr.Sudhitham Chirathivat. Any member of Group 1 is authorized to sign jointly with any member of Group 2, and affix the Companys seal.Directors changes in number of shares held in 2011 are as follows:Name1. Mr. Akani ThepthimthongShares Held as of December 31,2010Shares Held as of December 31,2011Amount of Shares Held Increased (Decreased) during 2010-2011Remarks

----

2. Mr. Sudhitham Chirathivat-2,078,6752,078,675AppointedMarch 9, 2011

3. Mr. Nontaphon Nimsomboon----

4. Mr. Suttiluk Samranyoo---AppointedApril 27, 2011

5. Dr. Chiradet Ousawat, Ph.D.3,0003,000--

6. Mr. Paitoon Taveebhol---AppointedMarch 9, 2011

7. Mr. Praphan Eamrungroj172,800-172,800-

8. Mr. Yves Bernard Braibant----

9. Mr. Strasser Arnaud DanielCharles Walter Joachim----

10. Mr. Guillaume PierreAntoine Marin Humbert----

11. Mr. Jacques Dominique Ehrmann----

12. Mr. Ulisses Kameyama----

13. Mr. Pedro Antonio Arias Douce----

Term of the Companys Board of DirectorsThe Board of Directors has specified a 3-year term for a position on the Board. The Companys regulations require one- third of the entire board must retire at every Annual General Meeting. The director who has served the longest has to retire at the conclusion of his or her 3-year term. Retired directors may be reelected.

The scope of duties and responsibilities of theCompanys Board of Directors1. To oversee the Companys business administration and operations.2. To supervise and perform the Companys operations to be in accordance with the law, objectives, and the Article of Association of the Company as well as the resolution of the shareholders meeting.3. To determine the policies and direction for the Companys operation and to supervise the management to strictly perform their duties efficiently as stated in the policies in order to add the maximum economical value and the benefit for the shareholders.Annual Repor t

2011

1712.2 The Audit Committee and Independent DirectorsThe Audit Committee was appointed by the Board of Directors comprising 3 independent directors who are not executives of the Company. These 3 members hold positions in independent committees of the Company in accordance with the principles of the selection process. There is at least 1 member that must have specialized knowledge in accounting and finance pursuant to the set regulations of the Securities and Exchange Commission. At present, the committee consists of:

4.To review the external and internal auditors observations on related party transactions and transactions which may cause a conflict of interest, in compliance with law and regulations of the Stock Exchange of Thailand so as to ensure reasonableness of such transactions and maximum benefit of the Company.5.To review internal control and internal audit systems and provide recommendations to ensure the appropriateness, effectiveness and efficiency and in accordance with the1. Mr. Paitoon Taveebhol (1)Chairman2. Dr. Chiradet Ousawat,Ph.D.Director3. *(2) [ ] Director

1Independent Director and is knowledgeable in accounting and financeIndependent DirectorIndependent Director

international standards by considering worthiness and covering all key processes.6.To oversee the Companys preventive control system to reduce or suspend a loss or waste of the Companys resources for the benefit and enhancement of effectiveness and efficiency in performance of the Companys functions.7. To review the appropriateness of the information technologyMs. Nantavadee Santibanyut, Internal Audit Director actsas Secretary to the Audit Committee.Remark:(1)The Chairman replaces Mr. Nontaphon Nimsomboon, who resigned at the end of his term on November 17, 2011.(2) *Is in the selection process in which the Company will submit the names of the persons in the 2011 Annual Shareholders Meeting to replace General Winai Phattiyakul, who resigned on November 7, 2011.Term of the Audit CommitteeThe Audit Committee has specified a 3-year term for aposition as a member on the committee.The scope of duties and responsibilities of the AuditCommittee1.To review the Companys financial reports are prepared in accordance with the generally accepted accounting standards and relevant specific laws, including the adequate disclosure of complete, accurate and sufficient information and related party transactions and/or conflicts of interest.2.

To promote the development of financial reporting system so as to be consistent with and meet the requirement of the generally accepted accounting standards.3.To select the external auditor by considering the independence, competency and experience in performance of duties for appointment and determination of auditor remuneration; and nominate to the Board of Directors for the approval in the Annual General Meeting

system related to the internal control system and the financial report preparation and to provide the recommendations for improvement in accordance with the international standards and appropriateness of the Companys business8.To jointly consider with the CEO and President the appropriateness of the appointment, transfer, replacements of the Internal Audit Head including an annual performance evaluation. If any opposing view, it shall be considered by the Board of Directors or any person delegated by the Board of Directors. The decision of the Board of Directors or any person delegated by the Board of Directors will be final.9.To coordinate with the external auditor for independence and fairness of auditing.10. To review that the Company has established an appropriate risk management system and to provide recommendations to ensure that it is always up-to-date.11. To review the Companys compliance with the law on securities and exchange, regulations of the Stock Exchange of Thailand, and the laws related to the Companys business.12.

To perform Self-assessment annually in a manner as it deems appropriate and present results to the Board of Directors.13. To approve the Internal Audit Charter and to regularly review it in an appropriate period determined by the Audit Committee.

1 The definition of an independent director is an external person who does not hold any position in the executive or is an employee within the Company. He/she does not have the authority to sign for any obligation to the Company and is not related in any way whatsoever to major shareholders, executives, and other related parties. This is in accordance with the regulations of the Securities and Exchange Commission (SEC). In addition, the Company has the right to stipulate the required qualifications of the independent director, so that he/she conducts the set duties and responsibilities to protect the interests of all shareholders equally and prevent conflicts of interest between the Company and related parties.Annual Repor t201114. To approve an annual audit plan and evaluate the performance of the internal audit function.15. To approve an annual budget and a manpower planning of the Internal Audit function and to present it to the Board of Directors or any person delegated by the Board of Directors for additional comment, if any. Then the approved budget and manpower of the Internal Audit function shall be submitted to the CEO and President for execution.16. To have the power, subject to an approval of the Board of Directors or any person delegated by the Board of Directors, to engage any professional advisor to seek independent opinions if it deems necessary at the Companys expense, provided that the engagement shall be in adherence to the Companys procedures and rules on this matter.17. To have the authority to invite Executives, Management and employees of the Company and related persons to attend a meeting with or to provide information to the Audit Committee. It shall be deemed as the duty of such persons to cooperate with the Audit Committee.18. To determine the remuneration of secretary to the Audit Committee and assistant secretary, if any, and propose to the Board of Directors for approval.19. To perform other duties as assignedIndependent Directorswhich comprises 1 in 3 of the Board of DirectorsMr.Paitoon TaveebholDr. Chiradet Ousawat, Ph.D.Mr. Nontaphon NimsomboonMr.Suttiluk Samranyoo

The Company has defined the definition for an independent director to be equivalent to those established by the Securities and Exchange Commission and the Stock Exchange of Thailand in accordance with the announcement of the Capital Market Supervisory Board (CMSB) Tor Chor. 4/2552 dated February 20,2010, regarding the qualifications of an independent director. independent director means the director possing the qualification as follows:1.Hold not more than 1 percent of the total number of shares of the parent Company, subsidiaries, partner companies, or a juristic entity that may have a conflict of interest. This also includes holding shares of any person related to that independent director.2. Does not have a role in the executive of the company, nor is a contracted or permanent employee, advisor who receives a monthly salary, or a person in a position of authority of the parent company, subsidiaries, partner companies, or a juristic entity that may have a conflict of interest for a period of 2 years prior to appointment.3.

Is not a person who is a related in any way by family or marriage to a member of the executive, major shareholder, a person who has a position of authority, or been nominated for an executive position or position of authority of the parent company or its subsidiaries.4.

Does not have any relationship with the business operations of the parent Company, subsidiaries, partner companies, or a juristic entity that may have a conflict in the manner that may cause any conflict in being independent.5. Is not or never been an auditor of the parent Company, subsidiaries, partner companies, or a juristic entity that may have a conflict, and is not a major shareholder, a director that is not independent director, executive, or managing partner of an auditing company having the auditor of the main Company, subsidiaries, partner companies, or a juristic entity that may have a conflict of interest.6. Is not a director who has appointed as a representative of the Companys Board of Directors, major shareholder, or a shareholder related to a major shareholder of the company.7.Does not display any other characteristics that prevent him/ her from making comment independently regarding the business operation of the Company.Annual Repor t

2011

1732.3 The Corporate Governance CommitteeThe Corporate Governance Committee is comprised of the following 4 persons:1. Mr. Nontaphon Nimsomboon (1) Chairman2. Mr. Paitoon Taveebhol (2)Member3. Ms. Rumpa Kumhomreun Member and Secretary4. Mrs.Umawadee Rattana-udom(3) MemberandAssistantSecretaryRemarks:(1)Appointed as the Chairman on July 20, 2011.(2)Appointed as the Member on May 25, 2011, replacingMr. Suthichart Chirathivat who resigned.(3)Appointed as the Member on May 25, 2011, replacingMrs. Patama Rawangpai Umphawa who resigned.Term of the Corporate Governance CommitteeMembers of the Corporate Governance Committee shall bein office for a term of 2 years and can be re-appointed.The scope of duties and responsibilities of the CorporateGovernance Committee1. To regularly review the good corporate governance policy of the Company at least once a year so as to be in accordance with the international guideline and recommendation of supervisory institution or relevant agencies.2.To report to the Board of Directors on the good corporate governance of the company and make suggestion on the guidelines.3.To set the direction for supervision policy, make suggestionand support for building of efficient risk management.4.To hire external expert to act as advisor and to participate in the meeting of the Committee under approval of the Board of Directors or a person designated by the Board of Directors.5. To gather information regarding remuneration of the Board of Directors and other sub-committee in order to present to the Board of Directors for consideration and to get approval from the Annual General Meeting of Shareholders accordingly.6.To perform any other duties as assigned by the Board ofDirectors.Annual Repor t2011

2.4 Risk Management CommitteeThe Risk Management Committee is composed of high-ranking Company executives who have the role for ensuring that the Companys risk management scope and policy meet international standards. Thus, the Company has stipulated that there must be person who administers each of risk managerial procedures and that this is continually applied in all business operations.The structure of the Companys risk management system comprises a Risk Manager whose major duty is to produce reports, update and prepare an effective risk management system, and present it to the Risk Management Committee for consideration. The Risk Manager is also the Secretary of the Committee. Therefore, he/she must also coordinate with the risk representatives of the Companys business units to follow up and assess a particular units risk management system as well as evaluate its accuracy and report to the Risk Management Committee for acknowledgment. At the same time, the Risk Manager must coordinate with the Internal Audit Division in order to review the collected data.The Risk Management Committee is the unit responsible for the report of the risk management that is an aspect of significance to be presented to the Corporate Governance Committee for consideration.The scope of duties and responsibilities of the RiskManagement Committee1. Approve the Companys risk management policy and framework and revise them annually if any related and important changes arise.2. Administer the risk management structure and procedures in order to promote awareness of the importance of risk management.3.Take into consideration and approve the appointment of theRisk Manager and Risk Representatives of the business units.4.Arrange the meeting of the Risk Management Committee in accordance with the number of times that are necessary in each year, but must be at least once a year.5.Consider drafting a report, system, and procedures for riskmanagement that have efficiency by the Risk Manager.6.Acknowledge the follow up and evaluation of the risk management at the business level and audit report of the risk management regularly in every aspect.7.Consistently evaluate risk management activities that are implemented across business operations as well as approve the risk alleviation plans to ensure the Company has appropriate risk alleviation plans to facilitate risk management8.Follow the policy of risk management that the Company has set and assess the report and the risk managerial procedures so to control the risk management to be in accordance with the policy.2.5 The Management TeamThe Management Team as of December 31, 2011, is as follows:Name Position1. Mr. Yves Bernard Braibant Chief Executive Officer and President2. Mr.Philippe Prejent Vice President, Operations3. Ms. Rumpa Kumhomreun CFO & Vice President, Accounting & Finance4. Mr. Praphan Eamrungroj Executive Vice President, Properties5. Mr. Stephen Joseph Camilleri Vice President, Human Resources6. Mr. Emmanuel Couronne Senior Vice President, Merchandise7. Mr. Ian Longden Senior Vice President, Small Store Format8. Mr. Regis, Philippe Prigent Vice President, Marketing & Communications9. Mr. Greg O Shea Vice President, Supply Chain Management10. Mr. Prawet Prungtangkij Vice President, MIS11. Sarinthip Satitsatien, PhDVice President, Business Development12. Mr. Bruno Jousselin Vice President, General Merchandise13. Mr. Alex Morgan Vice President, Merchandise ControlThe scope of duties and responsibilities of the ManagementTeamThe executives under the leadership of the CEO and President are responsible for supervising the operations of the Company that are in accordance with the specified objectives and strategies in line with the related legal framework and within the scope of power assigned by the Board of Directors. The CEO and President will present the strategic plan to the Board of Directors for approval, manage the operations of the Company as well as represent the company in matters related to third parties.Self-assessment of the Board of DirectorsThe year 2011 was the fifth year that the Company had employed a self-assessment system for all members of the Board of Directors to review their performance. This is conducted annually in order for the Board of Directors can review their own performance, recognize problems, and various obstacles during the past year. Its goal is to enhance the Board of Directors performance in which the self-assessment is in line with good corporate governance principles and the Board of Directors duties and responsibilities. Therefore, the Company compiled the results of the self-assessment to develop the Boards performance for the maximum benefit of the Company.

The Company Secretar yIn accordance with the good corporate governance principles of the listed company regarding responsibilities of the Board of Directors and the regulations of the Securities and Exchange Act, the Board of Directors is responsible for appointing qualified persons to act as the Company Secretary. Thus, Miss Rumpa Kumhomreun is the present Company Secretary, and the Assistant Secretary is *Mrs. Umawadee Rattana-udom. The Company Secretarys responsibilities include the provision of recommendations in legal and regulatory aspects to the Board of Directors and management that they need to acknowledge for the Companys benefit, as well as oversee and coordinate all matters for the Board of Directors meetings and shareholders meeting. The Secretary must also arrange for the collection of the Companys important documents including the records pertaining to the Board of Directors, invitation letters to the meetings, and minutes of the Board of Directors and shareholders meetings, Annual Report, as well as keep the report of the conflict of interest of directors and Management, administer, evaluate and make suggestions for the Company and the Board to perform in accordance with the related regulations, rules, and laws.Remark:* Replaced Mrs. Patama Rawangpai Umphawa as the Assistant Secretary on July 20, 2011.Annual Repor t

2011

175 3. Corporate Governance

The Corporate Governance PolicyThe Company realized that it is necessary for the development of conducting its business operations under a corporate governance policy that will reinforce a more efficient, transparent, and reliable corporate structure and operation to ensure accountability and the sustainable growth of the Company. The Corporate Governance Committee role is to supervise and establish the standard guidelines and practices for its stakeholders, regularly follow up and assess the work performance, as well as disseminate the corporate governance principles and policies on the Companys website. The principles and policies are classified into five categories as follows:Categor y I : Shareholders' RightsThe Shareholders MeetingIn 2011, the Company held 2 shareholders meetings - theExtraordinary General Meeting of Shareholders on January 5, 2011,and the Annual General Meeting of Shareholders on April 27, 2011, atthe Arnoma Hotel. The meeting was conducted in accordance withthe law. The Company disseminated invitation letters for the saidmeeting, and also presented documents and the detailed agendain both the Thai and English languages on the Companys website21 days prior to the Extraordinary General Meeting of Shareholdersand 32 days before the Annual General Meeting of Shareholders.This was done in order to provide shareholders sufficient timeto go through the material. In addition, the Company also sentinvitation letters to the aforementioned meetings, accompaniedwith documents and the detailed agenda, map showing the meetinglocation, and the Annual Report, to the shareholders at least 7days prior to the meeting day. The invitation, information of date,time, and place of the meeting, together with the agenda werealso published in a newspaper for 3 consecutive days prior to themeeting day. As a result, 85% and 47% of the Board of Directorsattended the meetings including the Chairman of the Board ofDirectors, Chairman of the Audit Committee, Chairman of theCorporate Governance Committee, the CEO and President, theCFO, Vice President of the Finance and Accounting Department,and Auditor, so to answer any enquiries of the shareholders.Before the meeting began, the Chairman of the meeting announced the number of shareholders or persons appointed by proxy, and the number of shares held, how to vote, how to count vote, and the agenda for the meeting. All shareholders had an equal right and were able to vote with adequate time for a question and answer session with the Directors and high-ranking management and offer various opinions and recommendations.Voting was exercised according to the agenda items with the counting being undertaken in accordance to the laws and regulations of the Company and then disclosed for the sake of transparency and inspection. The counted votes were announced by the number of shareholders or persons appointed by proxy, and also the number of shares that approved, disapproved, or abstained for each agenda item, based on the required number of votes. The Company also invited their own representatives, legal advisors, Chandler and Thong-Ek Law Offices Limited and Linklaters (Thailand) Limited to attend the meeting and act as observers.

In addition, the Company gave the shareholders the right to attend the meeting after it had commenced, and they could vote under the agenda which had not been voted. All significant matters raised by the shareholders regarding the Company's business operations were recorded in the minutes of the meeting and arranged within 14 days after the meeting date. The minutes of the meeting were kept accordingly and upon approval by the Chairman of the meeting were reported to the Stock Exchange of Thailand and disseminated on the Companys website.Promoting and facilitating shareholders rightsIn 2011, the Company developed several key proceduresthat promote and facilitate the exercise of shareholders rights.These are as follows:1.Before the shareholders meeting commenced, shareholders who had owned the Companys stock for 12 consecutive months were eligible to propose items on the agenda to the Annual General Meeting of Shareholders as well as to propose candidates for appointment as new directors. In2011, the Company allowed shareholders to propose both of the aforementioned items for a period of one month between November 1 - 30, 2010, so that the proposed requirements could be screened by the Corporate Governance Committee prior to further review by the Companys Board of Directors.2.On the date of the Shareholders Meeting, the Company permitted the shareholders to register their attendance 1-2 hours prior to the meetings commencement and facilitated them beforehand by preparing the venue, had officers to welcome them and supervise the registration, used barcodes for fast and convenient registration, as well as printed ballots of each agenda item for the shareholders.3.The Company promoted and supported shareholders contributions to the Companys major decisions. Details of the meetings were reported on the Companys website www.bigc.co.th at least 21 days before the Extraordinary General Meeting of Shareholders and 32 days before the Annual General Meeting of Shareholders.Annual Repor t2011Categor y II: Equitable Treatment of ShareholdersThe Company treated all shareholders including major and minor shareholders, institutions, and foreign investors equally. The principles and practices regarding the equality of all shareholders are as follows:1.The Company and its subsidiaries have set a dividend payment policy of which is not less than 30 percent of the net earnings.2.The Company provided shareholders with the right to vote in the Shareholders Meeting in accordance with the number of shares they own. One share is equivalent to one vote.3.Facilitation was provided to shareholders who were not able to attend the Shareholders Meeting by providing 3 kinds of Proxy (Form A., B., and C). The Company suggested that shareholders use Form B as the form for the registration process of each item on the agenda. Thus, the Company enclosed the recommendation of the Proxy for the Shareholders Meeting together with an invitation letter. Furthermore, shareholders could download the Proxy from the Companys website, and the Company had the name list as well as the biodata of the 3 independent directors for the shareholders.4.Drafted invitation letters for the Shareholders Meeting were done in both Thai and English languages. The letter included the objectives, opinions of the Board of Directors, and the reasons of each item on the agenda. There were no added items or important changes of the information without prior notification to shareholders.Regarding the voting method for electing the Board of Directors, the Company could not use the voting accumulation system, since the Companys Articles of Association do not specify the use of accumulated votes. Thus, the process has to follow the same approach of the Companys Articles of Association in which the election of the Board of Directors at the Shareholders Meeting should utilize the majority vote system, and that each shareholder has one vote per share he/she owns, and he or she is eligible to use up all of the votes he or she gets to select the nominated

people as the directors, one by one. The nominees who win the highest number of votes respectively will be elected as the directors in order of the votes they receive.5.The Board of Directors established set principles for the directors, Management and their related persons to report their conflict of interest. This was in accordance with Article89/14 of the Securities and Stock Exchange Act B.E. 2535 (1992) and the announcement of the Board of Directors regarding report of directors, Management and their related persons conflict of interest dated June 24, 2009, stated that the directors and new Management must submit the conflict of interest report to the Company Secretary within7 days since the day they were appointed. Furthermore, the following report must be done within 7 days as from the date that there was any change in the data. When the Company Secretary had received the report, the Company Secretary would be responsible for sending a duplicate copy to the Chairman of the Board of Directors and Chairman of the Audit Committee within 7 days every time upon receipt of the report.6.There was no financial assistance provided for companiesthat were not subsidiaries of the Company.7.No reports were made between Company partners thatcould have had any significant conflicts of interestAnnual Repor t

2011

177Categor y 3:Roles of StakeholdersThe company has set up the policy and measures placingsignificant importance on all stakeholders. These are as follows:Employees:The Company treated employees in a fair and just manner, as well as provided appropriate compensation that was similar to other industries in accordance with their knowledge, performance, skills, and nature of work as well as increased the benefits to be in line with the changing economic situation. Moreover, the Company continually promoted and developed its human resources.Trading partners:The Company had procedures for supporting the prices, selection of suppliers/vendors/facilitators, and entered into agreements with each group in accordance with trading conditions that were equally transparent and fair. Each step of the process had a mediating committee who considered the various issues. The Company increased the principles for all parties to report their conflict of interest in the way that the Company had specified, so to reaffirm the facts relating to the relations with the Company, directors and/or management depending on the circumstances.Creditors:The Company strictly adhered to the terms and conditions of loans in accordance with the agreements and contracts with the creditors.Customers:The Company supported and was responsible for customers by searching for quality goods that would result in recognition and provide appropriate service. Therefore, there was a division that oversaw and rapidly dealt with customers complaints.Competitors:The Company conducted its operations within the appropriate framework for fair trade among competitors, and did not utilize any unfair tactics against its competitors. The Company adhered to the principles that support free and fair trade.

Corporate social responsibility:The Company demonstrated responsibility by focusing on the environment, community, and society. This was organized by establishing and funding the Big C Foundation to support community infrastructure and education for youth that would generate long-term benefits for society.Communication channels:In overseeing all stakeholders including shareholders, customers, and other groups, the Company took into consideration and gave importance to having a cooperative mechanism. This included a set policy that stakeholders could use to communicate or submit complaints relating to the services offered by the Company including fraudulence and misconduct by the Management and employees in management level. Consequently, the Company arranged communication channels for all parties to utilize with the Board of Directors through the Secretary to the Corporate Governance Committee (Miss Rumpa Kumhomruen, CFO and Vice President, Accounting and Finance). These channels are as follows:E-mail : kurumpa@bigc.co.th orSubmit written material in hard copy to:The Office of CFO and Vice President, Accounting andFinance, 97/11, 7th Floor, Rajdamri Road, Lumpini, Pathumwan, Bangkok 10330Tel: 02-655-0666 ext 4062In the case where there are complaints to be lodged against the Company, the Secretary to the Corporate Governance Committee will scrutinize and compile the facts from the related departments, and provide a report of the results to the CEO for acknowledgment. Furthermore, whereby there are issues regarding fraudulence and/or misconduct by Management and employees in management level, the Secretary to the Corporate Governance Committee will report the outcome to the Chairman of the Audit Committee. The CEO and Chairman of the Audit Committee,depending on the circumstances, will then inform the Company,sChairman of the issues at hand after which will be reported to the Board of Directors for consideration.

Annual Repor t2011Our commitment is to enhance the well-being of not just our employees but also to benefit the wider society. In 2011 through our program of blood donations to the Red Cross our employees donated 3,285,770 ccs of blood. And we have continued with our influenza vaccination campaign, helping to ensure the health of our employees. In 2011, the total number of staff inoculated against influenza was 17,104.PersonnelMotivation is the ar t of getting people to do what you want them to do because they want to do it. Dwight D. EisenhowerFollowing the integration of Big C and Carrefour in 2011 the need for success is greater than ever; we have a much expanded workforce and our employees are the key to our success. Challenge is a part of our success and the first was to successfully integrate both workforces from Big C and Carrefour. Human resource management at Big C has been at the forefront of this integration. Its guiding principle is, and will continue to be, to ensure the motivation and well-being of our employees. Every employee is, and must feel, a member of the Big C family. The family has grown. It is extremely important for family members to feel welcome and to develop and progress their careers.We inherited a great deal of talent from Carrefour and we will continue to develop all our employees in our organization. We have a new HR structure and team within Big C dedicated to take the company forward; enabling all individuals to reach their potential by recognizing and utilizing their talents.