BIGC: Annual Report 2011

“Bigger&Better”Vision of Big C

“To be the number 1 modern food retailer in Thailand by focusing on our customers”

Mission of Big C

“Every customer and staff is a member of the Big C Family”

Founded in 1993, Big C Supercenter PCL (Big C) is one of Thailand’s 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 C’s multi-format stores and a perfect combination of low prices, wide and complete selection of quality products, outstanding services 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-property strategies.

Big C’s ultimate objective is to be a good corporate citizen who contributes to the betterment of each and every consumer’s 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 importance to upholding our 4 company values:

1. We will always be the low-price leader and the best in customer service and customer benefits;2. We will always stand ready to assist customers and Thai communities in everyway 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. Every staff is a member of the Big C family. We will develop, train and empower everyone to grow for the

future together with Big C.

Welcome to

• Network of 221 stores

across all formats as well as

115 shopping malls

throughout 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

“Bigger&Better”

FINANCIAL HIGHLIGHTS 141

MESSAGE FROM THE CHAIRMAN 142

MESSAGE FROM THE CEO 143

C O N T E N T S

HONORARY CHAIRMAN, BOARD OF DIRECTORS 146

AND EXECUTIVE OFFICERS

• Honorary Chairman and Board of Directors 147

• Executive Officers (EXCOM) 148

• Education & Working Experience of Directors and EXCOM 152

• Organization Chart 158

BUSINESS OF BIG C 159

• Strategies for Driving Big C’s Business Operations 160

• The Competitive Situation 166

• Management 170

• Big C: Being More Than Just a Retailer 188

BUSINESS ANALYSIS & REPORT 191

• Board of Directors Report 192

• Management Discussion and Analysis 193

• Risk Factors 196

• The Audit Committee’s Report 197

• Report of the Corporate Governance Committee 199

• Report of the Risk Management Committee 200

FINANCIAL DATA 201

• Report of Independent Auditor 202

• Summary of Financial Data Analysis 203

• Balance Sheets 205

• Income Statements 208

• Statements of Comprehensive Income 209

• Statements of Changes in Shareholders’ Equity 210

• Cash Flows Statements 214

• Notes to Consolidated Financial Statements 217

APPENDIX 257

• Summary of Transactions with Related Companies 258

• Major Shareholders 262

• Subsidiaries 263

• Big C Store Information in 2011 264

144Annual Report2011

“Bigger&Better”

FINANCIAL HIGHLIGHTS 141

MESSAGE FROM THE CHAIRMAN 142

MESSAGE FROM THE CEO 143

C O N T E N T S

HONORARY CHAIRMAN, BOARD OF DIRECTORS 146

AND EXECUTIVE OFFICERS

• Honorary Chairman and Board of Directors 147

• Executive Officers (EXCOM) 148

• Education & Working Experience of Directors and EXCOM 152

• Organization Chart 158

BUSINESS OF BIG C 159

• Strategies for Driving Big C’s Business Operations 160

• The Competitive Situation 166

• Management 170

• Big C: Being More Than Just a Retailer 188

BUSINESS ANALYSIS & REPORT 191

• Board of Directors Report 192

• Management Discussion and Analysis 193

• Risk Factors 196

• The Audit Committee’s Report 197

• Report of the Corporate Governance Committee 199

• Report of the Risk Management Committee 200

FINANCIAL DATA 201

• Report of Independent Auditor 202

• Summary of Financial Data Analysis 203

• Balance Sheets 205

• Income Statements 208

• Statements of Comprehensive Income 209

• Statements of Changes in Shareholders’ Equity 210

• Cash Flows Statements 214

• Notes to Consolidated Financial Statements 217

APPENDIX 257

• Summary of Transactions with Related Companies 258

• Major Shareholders 262

• Subsidiaries 263

• Big C Store Information in 2011 264

145Annual Report

2011

141Annual Report

2011

(Unit: Million Baht)

2009 2010 2011

(Restated) (After acquisition)

Income Statement

Sales 68,058 69,859 102,563

Cost of sales 63,796 60,602 87,325

Grossprofit 4,262 9,257 15,238

Rental, service and other Income 12,530 6,350 11,078

Incomebeforefinancecostandcorporatetax 4,167 3,988 8,286

Net income of the parent 2,868 2,816 5,242

Balance sheet

Total assets 36,698 39,533 90,726

Total Liabilities 17,765 19,438 67,206

Total shareholders’ equity 18,933 20,095 23,520

(Unit: percent)Financial ratio

Grossprofitmargin 6.3 13.3 14.9

Netprofitmargin 3.6 3.7 4.6

Return on equity 15.8 14.4 24.0

Return on assets 7.8 7.4 8.0

Debt to equity ratio 0 0 1.6

Earnings per share (Baht) 3.6 3.5 6.5

Financial

Highlights

2007 2008 2009 2010 (Restated) 2011Net Income of the parent 2,502 2,851 2,868 2,816 5,260 2007 2008 2009 2010 (Restated) 2011EBIT 3,720 3,974 4,167 3,988 8,286

Net Income of the Parent

2,5022,851 2,868

5,242

2007 2008 2009 2010 2011 (Restated)

2,816

EBIT

2007 2008 2009 2010 2011 (Restated)

3,7203,974 3,9884,167

8,286


Message from the

Chairman

As 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 Suthichart’s 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 Carrefour’s Thailand operation which has catapulted Big C Supercenter to the co-leader position in Thailand’s 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 C’s 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 Thailand’s hypermarket industry and retailer of choice for Thai consumers nationwide.

Mr. Akani ThapthimthongChairman

Yours sincerely,

Mr. Akani ThapthimthongChairman of the Board

143Annual Report

2011

Message from the

CEO

There 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 Supercenter’s 2011 annual report.

We are much bigger than we were just a year ago. At the beginning of 2011, Big C took a largest step in store expansion by acquiring Carrefour’s Thailand operations -- adding 34 hypermarkets, 8 supermarkets, and 1 convenience store to our existing store network. This move catapulted us to a co-leader position in Thai hypermarket sector. Carrefour acquisition effectively doubled the number of our stores in Bangkok, giving us the access to inner city and its resilient consumer spending. It also made us the leader in terms of number of hypermarkets in many of Thailand’s major tourist destinations, such as Bangkok, Chiang Mai, and Pattaya. With this acquisition we also extended our target customer group to cover everyone from high to low income segments. This newly achieved larger scale placed us in much stronger position which is evident from the 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 opening 3 hypermarkets, 2 Big C Markets, 37 Mini Big C’s, 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 C’s profitability remained intact.

Big C’s 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; 1

• Maximizing 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;2

• Strengthening 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.

Mr. Yves Bernard BraibantCEO and President

Yours sincerely,

Mr. Yves Bernard BraibantCEO and President

Big C Supercenter PCL

1 page 1622 page 164


Honorary Chairman

Board of Directors and

Executive Officers

147Annual Report

2011

Mr. Praphan EamrungrojDirector

Mr. Yves Bernard BraibantDirector,

Chief Executive Officer & President

Mr. Jacques Dominique Ehrmann

Director

Mr. Guillaume Pierre Antoine Marin Humbert

Director

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

Dr. Chiradet Ousawat Ph. D.Independent Director,

Member of Audit Committee

Mr. Strasser Arnaud Daniel Charles Walter Joachim

Director

Mr. Suttiluk SamranyooIndependent Director

Mr. Pedro Antonio Arias Douce

Director

Mr. Sudhitham ChirathivatDirector

Mr. Ulisses KameyamaDirector

Mr. Paitoon TaveebholIndependent Director,

Chairman of Audit Committee

Mr. Vanchai ChirathivatHonorary Chairman

Mr. Akani ThapthimthongChairman of the Board

Honorary Chairman and Board of Directors


Mr. Yves Bernard BraibantChief Executive Officer & President

Executive

Officers (EXCOM)

149Annual Report

2011

Mr.Philippe PrejentVice President, Operations

Mr. Praphan EamrungrojExecutive Vice President, Properties

Mr. Stephen Joseph CamilleriVice President, Human Resources

Ms. Rumpa KumhomreunCFO & Vice President, Accounting & Finance


Sarinthip Satitsatien, PhDVice President, Business Development

Mr. Emmanuel CouronneSenior Vice President, Merchandise

Mr. Greg O’ SheaVice President,

Supply Chain Management

Mr. Alex MorganVice President, Merchandise Control

Executive

Officers (EXCOM)

151Annual Report

2011

Mr. Ian LongdenSenior Vice President,

Small Store Format

Mr. Prawet PrungtangkijVice President, MIS

Mr. Regis, Philippe PrigentVice President, Marketing & Communications

Mr. Bruno JousselinVice President,

General Merchandise


Education and Working Experience of

Directors and Executive Officers

Mr. Vanchai Chirathivat Honorary Chairman

Education

Honorary Doctorate Degree (Philosophy),

Ramkamhaeng University

Commander 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-China

Mr. Akani Thapthimthong Chairman of the Board

Education BA in Political Science and Philosophy from Queen’s

University of Belfast, Northern Ireland

MBA London Business School, London

Relationship between Management : None


Experience Consultant to Goldman Sachs in Thailand - Deputy Group

Finance Manager

Goldman Sachs Asia – Executive Director, focusing on

expanding private client services in the region and working

closely with Investment Banking Division in Thailand

Mr. Pedro Antonio Arias Douce Director

Education ESSEC Business School and in Law University PARIS V

(Rene’ Descartes), France



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 Director

Education

HEC



Experience ChiefRealEstateandDevelopmentOfficer

Mr. Praphan Eamrungroj Director / Executive Vice President, Properties

Education

MBA, Thammasat University, Thailand

MS, Engineering, AIT, Thailand



Experience Vice President, GE-Goldman AMC, Thailand

ExecutiveDirector,FirstPacificLand,Thailand

153Annual Report

2011

Mr. Strasser Arnaud Daniel Charles Walter Joachim Director

Education E.N.A. (High School of Civil Services)

School of HEC (Hautes Etudes Commerciales)

School of the “Institut d’ Etudes Potiques de Paris”



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 International

Development, Groupe Casino, France

Mr. Suttiluk Samranyoo Independent Director

Education Master of Science, THE AMERICAN UNIVERSITY, USA

Bachelor of Statistics, Faculty of Commerce and

Accountancy, CHULALONGKORN UNIVERSITY



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 Public

Company Limited

Assistant Vice President: Wall Street Finance & Securities

Public Company Limited

Manager: Wall Street Finance & Securities Public

Company Limited

SEP Project Analyst: ESSO Standard (Thailand) Co., Ltd.

Mr. Sudhitham Chirathivat Director

Education 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 Sectors

Course, Class 13

Training

DirectorCertificationProgram(DCP)year2003

from Thai Institute of Directors (IOD)


% holding in Company:0.26

Experience Executive Chairman, Central Group of Companies Co., Ltd.

ManagingDirectorandChiefExecutiveOfficer,

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 Public

Company 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 Bangkhen


Mr. Guillaume, Pierre, Antoine, Marin, Humbert Director

Education

Toulouse Graduate School of Management, France



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, Johannesburg

Mr. Yves Bernard Braibant Director / Chief Executive Officer & President

Education

Business School, Lyon, France

MBA International-Business Management,

University of Lindenwood, St. Charles, USA

CertificateEM,Lyon,France,

CertificateI.M.D.,Switzerland



Experience ChiefExecutiveOfficer,Libertad,Argentina

Mr. Ulisses Kameyama Director

Education : Universidade Federal do Rio de Janeiro - Brazil



Experience Director Corporate Development and Holdings,

the Groupe Casino, France

Brazil Telecom, Business Development Director

NM Rothschild & Sons, Director M&A

Mr. Nontaphon Nimsomboon Independent Director / Chairman of Corporate Governance Committee

Education Doctor of Accountancy (Honorary), Thammasat University

MBA, Accounting, University of Iowa, U.S.A.

BBA.,BA-accounting(2nd Class Honors),

Thammasat University

CertifiedPublicAccounting(Thailand)

Training DirectorAccreditationProgram(DAP)4/2003from

Thai Institute of Directors (IOD)



Experience Chairman of the Board of Directors, AMC International

Consulting Co., Ltd.

Member of the Court of Directors, the Bank of Thailand

Chairman of the Audit Committee, the Bank of Thailand

AuditorGeneral,TheOfficeoftheAuditorGeneralofThailand

President,theInstituteoftheCertifiedAccountantsand

Auditors of Thailand

155Annual Report

2011

Mr. Paitoon Taveebhol Independent Director / Chairman of Audit Committee /

Member of Corporate Governance Committee

Education B.A. (Accounting), Ramkhamhaeng University

MBA, Kasetsart University

CertificateinAuditing,ThammasatUniversity

Training Monitoring the Internal Audit Function (MIA), Monitoring the

System of Internal Control and Risk Management (MIR),

Monitoring the Quality of Financial Reporting (MFR)

andRoleoftheCompensationCommittee(RCC)year2010

from Thai Institute of Directors

MonitoringFraudRiskManagement(MFM)year2009


CharteredDirectorClass(R-CDC)year2008


Audit Committee Program (ACP) and Role of Chairman Program

(RCP)year2005fromThaiInstituteofDirectors

DirectorCertificationProgram(DCP)andDirectorAccreditation

Program(DAP)year2005fromThaiInstituteofDirectors



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–ManagingDirector,BTBusinessConsultingCo.,Ltd.

1998–2000–VicePresident,CouncilMember,

The Institute of Internal Auditors of Thailand

1991–2005–President,SecretaryGeneral,

The ASEAN Federation of Accountants

1991–2003–VicePresident,CouncilMember,

TheInstituteofCertifiedAccountantsandAuditorsofThailand

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 Committee

Education Doctor’s Degree, Ph.D. Decision Sciences (Production and

Operations Management), University of Oregon, USA.

Master’sDegree,MBADecisionSciences1982,

University of Oregon, USA

Master’sDegree,M.Sc.(IndustrialEngineering)1974,

Lehigh University, Pennsylvania, USA

Bachelor’sDegree,Engineering1971,Chulalongkorn

University of Thailand


% 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 Public

Company Limited

Mr. Philippe Prejent Vice President, Operations

Education BTS Hotel Management, France



Experience : COO(ChiefOperationOfficer)Hypermart:

Indonesia for Matahari – Food Business

15yearsinCarrefourFranceand12yearsinAsia-Carrefour


Ms. Rumpa Kumhomreun CFO and Vice President, Accounting and Finance / Member of Corporate Governance

Committee / Secretary to the Board, Secretary to the Corporate Governance Committee, Secretary to the Company

Education MBA, Thammasat University, Thailand

CertifiedPublicAccountant,Thailand

Relationship between Management:None

% holding in Company:None

Experience AccountingDirector,SeagateTechnology(Thailand)Ltd.

AccountingManager,NationalStarch&

Chemical(Thailand)Ltd.

Mr. Stephen Joseph Camilleri Vice President, Human Resources

Education MasterofEducationDegree(SpecializinginAuditand

ContinuingProfessionalEducation),Universityof

NewSouthWales,SydneyAustralia

GraduateDiplomainAuditEducation,Universityof

Technology,SydneyAustralia

BachelorofArtsDegree,UniversityofSydney,SydneyAustralia



Experience AssociateDirector,PricewaterhouseCoopersFASLtd.

Director,HumanResourcesandOrganizationDevelopment,

DestinationPropertiesGroup

Mr. Emmanuel Couronne Senior Vice President, Merchandise

Education MBA,EuropeanBusinessInstitute,Paris,France



Experience ManagingDirector,Snair&SocemasReunies,France

Mr. Ian Longden Senior Vice President, Small Store Format

Education A’Level,AshvilleCollege,UnitedKingdom



Experience Director,Tesco-Express,China

Director,Tesco-Express&Supermarket,Thailand

Mr. Regis Philippe Prigent Vice President, Marketing and Communications

Education MasterBusinessManagement,UniversitedeBretagne

Occidentale(France)



Experience MarketingDirector,BigCVietnam

Morethan11yearsworkingexperienceinAsiamoderntrade

157Annual Report

2011

Mr. Greg O’Shea Vice President, Supply Chain Management

Education VictorianCertificateofEducation(Economics&Politics)

De la Salle, Melbourne, Australia



Experience Country General Manager, TOLL Integrated Logistics

Malaysia, TOLL - ZARI Haulage Sdn. Bhd. and TOLL Fleet

Equipment

Mr. Prawet Prungtangkij Vice President, MIS

Education Computer Science, Chulalongkorn University, Thailand

BA, Political Science, Ramkamhaeng University, Thailand



Experience Senior Manager, Information System Division, Siam Makro

Public Co., Ltd., Thailand

Sarinthip Satitsatien, PhD Vice President, Business Development

Education Ph.D., Industrial Engineering, University of Washington,

Seattle, USA

MS, Industrial Engineering, University of Washington, Seattle, USA



Experience Lecturer, Industrial Engineering, King Mongkut’s University of

Technology at Thonburi, Thailand

Managing Director, KCS Advertising Co., Ltd, Thailand

Managing Director / Partner, PNH Distribution Co., Ltd ,

Phnom Penh, Cambodia

Mr. Alex Morgan Vice President, Merchandise Control

Education MA, Human Geography, University of Leeds, UK

BA, Geography and Management Studies, University of Leeds, UK



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 Merchandise

Education MBA, Marketing and Management Institut de Recherche et d’

Actions Commercials, Paris, France



Experience Director, Hard Goods Business Model Development

Carrefour Group, Paris, France

More than 11 years of retail business in Asia


CFO & VP ACCOUNTING

& FINANCE

S VP MERCHANDISE

VP HUMAN

RESOURCES

EVPPROPERTIES

VPOPERATIONS

SVP SMALL STORE

FORMAT

VP MIS

VP GENERAL

MERCHANDISE

VP MERCHANDISE

CONTROL

VP SUPPLY CHAIN

MANAGEMENT

VP MARKETING

&COMMUNICATIONS

VP BUSINESS

DEVELOPMENT

INTERNAL AUDIT

CEO & PRESIDENTMr. Yves Bernard Braibant

OrganizationChart

159Annual Report

2011

Business of Big C


Year 2011 was full of exciting opportunities and developments for Big C. The acquisition of Carrefour (Thailand) at the beginning of 2011 leapfrogged Big C to a co-leader position in Thailand’s 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 C’s “Customer Centric Focus” to evolve and develop over the 18 years of our operation. Big C’s Customer Centric Focus rests on the five main pillars as follow:

1) Low Price Leader Big 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 Thailand’s retail industry and are committed to 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 Assortment Big C’s expert merchandise teams continuously search and expand our network to acquire quality products from over 4,000 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 C’s “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.

53.5%

10.9%

9.9%

16.3%

9.4%

54.9%

10.4%

9.5%

16.2%

9.1%

Dry Goods

Fresh Food

Electrical Appliances

Home Decor and Accessories

Clothing and Accessories

BIG C Standalone 2010 BIG C + Carrefour 2011

Big C’s merchandise is divided into five basic categories:

• 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.

• Dry Food seasonings and condiments, beverages (both soft drinks and liquor), snack foods, personal items, cleaning suppliers, and pet food and accessories.

• Clothing and Accessories men’s, women’s, children’s and infant’s 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 MIX

Strategies for Driving

Big C’s Business Operations

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3) Quality Focus Apart from low prices, Big C also places great emphasis on selecting quality products and offering freshness and satisfaction guarantee to our customers. Through Big C’s “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 Service Big C always strives to enhance our services to be the destination of choice for “one-stop-shopping” for the whole family and to be “more than just a retailer”. Big C’s 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 Relationship Big Card, Big C’s loyalty program, reached 6.5 million members in 2011 and is growing constantly. This is the result of constant development in Big Card’s 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 C’s 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.


The details of our store formats are:

Hypermarket We have currently three hypermarket formats: 1) Big C Supercenter 2) Big C Extra and 3) Big C Jumbo

Big C Supercenter Is a traditional hypermarket format targeting mid to low income customer segments offering maximum value through combination of low prices, wide selection of goods and services, clean and efficient shopping environment, and outstanding service.

Big C Extra Is our new hypermarket format introduced in 2011. It is targeting mid to high income customer segments by offering wider range of premium and organic fresh and dry food items, as well as wide selection of imported products, including Casino private label products, technology gadgets, wine and many more “extra” products and services than Big C Supercenter – while keeping Big C’s 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 Jumbo The third hypermarket format, is Big C’s new membership warehouse format that offers "all under one roof solution" not only to professional customers such as hotels, restaurants and caterers (HORECA), but also small and medium-size retailers, companies and institutions, as well as households who buy in large volumes.

The first Big C Jumbo concept store was opened in December 2011. This concept store has the sale area of 10,000 sqm and carries 12,000 to 15,000 SKUs. Sales mix of this store is approximately 80% food and 20% non-food items. At the end of 2011 we have 1 Big C Jumbo format store. A “Jumbo Station”, a smaller version of Big C Jumbo, is also implanted into our Pattaya branch.

Supermarket Big C Market Our supermarket format, offers a same price-leader pricing and promotions as our hypermarkets. These stores have smaller selling area of 750 to 2,000 sqm and carry lesser number of items averaging 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 and 20% non-food items.

In 2011, we have 12 Big C Market format stores in Greater Bangkok and northern, central and southern provinces.

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Convenience Stores Mini Big C Is our smallest and proximity format that allows us to reach customer base nationwide to deliver maximum shopping convenience and value for money to our customers. Mini Big C carries up to 3,200 SKUs and offers the same promotions as our larger store formats 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 51 Mini Big C format stores.

Pure Is our pharmacy format carrying health, beauty and wellness products. The store is approximately 45 sqm and offer 1,700 SKUs ranging 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 Pure format stores at the end of the year. Dual retail-property 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 C’s 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 C’s 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’ Composition Our tenants mix can be classified into five categories based

on lease terms and types of business.

Commercial Retail Unit

Consisting 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.


Junior Anchor Consisting of large-scale tenants such as home improvement stores, cinemas and IT mall, junior anchor tenants help satisfy customers’ need beyond what can be found at Big C. They play an important role in drawing additional traffic to our stores and making our shopping centers a one-stop shopping destinations for customers. They hold long-term leases, ranging from 3 to 15 years.

Food court All Big C shopping malls feature food courts where customers can find a variety of food and beverages at low prices. Lease term to food court vendors is 1 year

Big Bazaar Big Bazaar tenants are small stores that sell wide range of items including fashion, accessories, local products, mobile phone, toys etc. Lease term for these tenants is 1 year.

Casual Leasing Variety of small kiosks with ever-changing and in-demand products located both inside and sometime outside store building helps to add the fun and excitement to our customers’ shopping experience. Their lease terms are usually short 1-month prepaid leases.

Alcudia Store Renovations Renovations play a crucial role in maintaining the success of Big C’s 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 introduced new 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 property’s capital value. Maintenance work can extend a property’s life cycle to a certain extent. However, at one point, maintenance will not be enough and the property’s capital value will start its decline. Alcudia renovation revitalized the shopping mall by analyzing the mall’s size, tenant mix and attractiveness to customers.

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In2011,BigCcompletedthefirstlotofAlcudiarenovationatthreeBigCstoresinHatYai,ChiangRaiandRamaII.

Supply ChainMerchandising and Sourcing Cost efficiencies and economies of scale are crucial for Big C’s success. Our co-leader position in Thai hypermarketsector,combinedwithexcellentrelationsandnetworkswithover4,000suppliersandtheincreaseordervolumesgainedfromtheacquisitionofCarrefour(Thailand)haveputBigCinanexcellentpositiontostrengthenourlowpriceleaderpositionandpassonthesavingstoourcustomers.

Distribution BigCisconfidentinitslogisticssystem’sabilitytoensurethattherightproductsareplaceontherightshelvesattherighttime.Theuseofadvancedradiofrequencyidentificationintegratedwith computerized order and replenishment systems ensuresutmostaccuracyandefficiencyforthepickandpackpreparationfordelivery.OurdedicatedshuttletrucksandthermalblanketsalsohelpreduceCO2emissionby46%annuallycomparedtotraditionalmethodoftransportation.

Currently,BigChasfourdistributioncenters--threelocatedin Ayudhya and one in Nonthaburi. DHL, the globalmarketleaderinthelogisticsindustry,provideswarehousedistribution,transportationmanagementandreverselogisticservices24hoursforBigC.

Human Resources HumanresourcesmanagementisanotherkeytothesuccessofBigC.Followingtheintegration,wesuccessfullyintegratedthetalentsfromBigCandCarrefourandencouragedeveryemployeetodevelopandprogressintheircareersinlinewiththeCompany’sexpansionandgrowthpotential.

BigChasevolvedfromitsstatuswithinthelocalmarkettobeingrecognizedinternationallyandourplansforexpansionreflecttheconfidenceofasuccessfulcompanygoingforward.Human resources is at the forefront of guiding the workforce in a positive direction towards Big C’s vision in being the number one modern retailer in Thailand.

In2011,wehaveanewHRstructureandteamwithinBigCdedicatedtotakethecompanyforward;enablingallindividualstoreachtheirpotentialbyrecognizingandutilizingtheirtalents.We also established adedicated team responsible for Talent,Succession and PerformanceManagement to get the best ofthe talent poolwithin Thailand and overseas. It looks at anemployee’sperformancetodeterminegradingandpromotion.Itemployssuccessionplanningtofocusontheidentificationanddevelopmentofpotentialsuccessorsforkeypositionsthroughsystematicevaluationandtraining.

Throughout 2011, Human Resource assumed a crucialfunction of expanding the new and dedicated HR capability,

notjustatheadoffice,butcountrywide.HRpresenceactedasaconsultantfacilitatingtheflowof ideas,channelingtalenttowhereitisneededaswellasrecognizingandrewardingtalentandcommitmentamongemployees.ThenewculturewithinHRmeanswehavecommitted teamsacross thecountryandwecannowsupportstoresonallHRissuesthroughaccessiblelinkstoheadoffice.StoresareactivelyencouragedtosupporttheHRfunction.

Thehiringofpeoplewithdisabilityisalsoourpriority--notonlytosupportthegovernment’sinitiatives,butalsobecauseBigCiscommittedtocreatingequallong-runemploymentopportunityfor applicants fromallbackgrounds so thatwecanachieveasustainablemodelforthefuture.Ourcommitmentalsostretchedtotheenhancementofthewell-beingofthewidersociety. In2011throughourprogramofblooddonationstotheRedCrossouremployeesdonated3,285,770ccsofblood.Andwehavecontinuedwithour influenzavaccinationcampaign,helpingtoensurethehealthofouremployees.In2011,thetotalnumberofstaffinoculatedagainstinfluenzawas17,104.

Big C is committed to offering a competitive employeecompensation and benefits program, encouraging employeeengagement and learning and development. The 2011 flooddirectlyandindirectlyaffectedalargenumberpeoplenationwide,ouremployeesandtheir families included. BigC’semployeesupportprogramwasabletoofferallouremployeeshelpastheyneededit.TheprogramwaswidelyrecognizedandcommendedwithinThailand.

Our people are our future. FromanHRpointofview,thesuccessoffurtherimprovingBigC’ssuperiorcustomersatisfactiondependsontheeffectivemanagementandengagementwithouremployees.Humanresourcemanagementisfocusedonthekeytaskofensuringthebestpeopleareinthebestjobs.Ourtraininganddevelopmentprograms are thereforedesigned tobenefitboth existing employees and new recruits. They are designedtoensurethatsuperiorworkstandardsareachievedinallBigCstores,togettheverybestoutofstoremanagement,tohelpourmanagerstobeevenmoreeffectiveatwhattheydobest.

In2012,weareplanningtoimplementanumberofinitiativestofurtherdevelopourorganizationalstrength.Theseinitiativesinclude:

LaunchanewPerformanceManagementSystem; ImplementationofCompetencyframeworkforstores andHeadOffice; LaunchtheBigCRetailAcademy; Developmorecomputer-basedtrainingprograms (e-Learning);andImplementan HRERPsystemtoenhanceHRproductivitythroughthe applicationofHRanalyticsandtools.


After 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. Company’s 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. Company’s 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 comprised 14 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.

Number of Branches*

Operator FormatAs of

31 December 2010New Branches /

AcquiredAs of

31 December 2011

Big C Big C Extra 15

Big C 71 21 92

Big C Jumbo 1

Big C Market 2 10 12

Mini Big C 15 37 51

Tesco Lotus Tesco Lotus 90 9 99

Tesco Lotus Value 31 5 36

Talad Lotus 83 47 130

Tesco Lotus Express 546 209 755

Makro Makro 48 4 52

*Source: The Nielsen Company (Thailand) Limited

The Competitive

Situation

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At 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.

Big C

Tesco Lotus

Makro

Big C

Tesco Lotus

Makro

Greater Bangkok

Up Country

Number of hypermarket branches (end of December 2011)

18 %

0 20 40 60 80 100 120 140

36 %

46 %

49

37

439

59

98


Competitors

Situation Tesco Lotus Makro

Big C

1. Wongsawang High 2. Chaeng Wattana High 3. Rat Burana High 4. Rangsit High 5. Ratchadamri Middle 6. Bang Phli High 7. Rattanathibet Middle 8. Rama 2 Middle 9. Hua Mark None

10. Samut Prakan Middle 11. Don Muang High 12. Fashion Island High 13. Suksawat Middle 14. Bang Na High 15. Lad Phrao High 16. Dao Kanong Middle 17. Tiwanon Middle 18. Saphankwai Middle 19. Samrong Middle 20. Phetchakasem Middle 21. Sukaphiban 3 High 22. Ekamai Middle 23. Lam Luk Ka High 24. Navanakorn High 25. Rangsit Klong 6 High 26. Rangsit Klong 3 Middle 27. Bangbon Low 28. Bangpakok Low 29. Rama 2 (2) High 30. Romklao High 31. Rangsit 2 High 32. Rattanthibeth 2 High 33. Srinakarin High 34. Suwintawong High 35. Nongchok High 36. Isaraphap None

37. Oamyai High

38. Nakhon Pathom High

Competitors


Big C Jumbo

39. Jumbo Samrong Middle

Big C Extra

40. Chaengwattana 2 Middle 41. Bangyai Middle 42. Rama 4 High 43. Petchkasem 2 Middle 44. Ratchadapisek Middle 45. Ramintra Middle 46. Latprao 2 High 47. Lamlukka Klong 4 High 48. Sukhapiban 3 (2) High 49. Onnuch High

Big C Market

50. Keha Romklao None

51. Bangpo High 52. Pracha Uthit High 53. Suan Luang Middle 54. Saimai None

55. Sukhapiban 1 High 56. Sukhapiban 5 Middle 57. Hatairat None

Provinces

Big C

1. Pattaya High 2. Pattaya 2 High 3. Udon Thani High 4. Khon Kaen High 5. Korat High 6. Surat Thani High 7. Phitsanulok High 8. Rayong High 9. Chiang Rai Low 1 10. Lampang High 11. Lop Buri High

Number of hypermarket branches (end of December 2011)

Branches in Bangkok & the Perimeter

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1 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, Phuket

Competitors


12. Phetchaburi Middle 2 13. Hat Yai High 14. Ubon Ratchathani High 15. Chiang Mai High 16. Phuket High 17. Nakhon Sawan Low 18. Chachoengsao Middle 3 19. Pattani None

20. Surin High 21. Sakon Nakhon High 22. Phrae High 23. Ratchaburi High 24. Prachin Buri Middle 4

25. Lamphun Middle 26. Samui High 27. Chon Buri High 28. Buriram Middle 29. Hangdong High 30. Ayuthaya High 31. Sukothai None

32. Ban Pong High 33. Chaiyaphum High 34. Phetchabun High 35. Krabi High 36. Yasothon None

37. Sa Kaeo Middle 38. Warin Chamrap Middle 39. Maha Sarakham Low

Competitors


40. Srisaket High 41. Mahachai Middle 42. Tak High 43. Udon Thani 2 High 44. Amnat Charoen None

45. Laem Thong High 46. Kamphaeng Phet Low 5 47. Chonburi 3 Central High 48.Chachoengsao 2 Middle 6 49. Banbueng Low 50. Chanthaburi High 51. Chumphon High 52. Lopburi 2 High 53. Nakhonsrithammarat High 54. Hangdong 2 Low

Big C Extra

55. Chiangmai 2 High 56. Chonburi 2 High 57. Hatyai 2 High 58. Pattaya 3 High 59. Phuket 2 None

Big C Market

60. Phang Nga Low 7

61. Saraburi High 62. Lomsak None

63. Thepkassattri High 8

Comparing 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 opportunities to grow the network of our smaller store formats.


2.1 The Company’s Board of Directors

1. General Information Big C Supercenter Public Company Limited conducted its business operations in Thailand’s 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 and 50 Pure pharmacies located around Bangkok and its surrounding area and in provinces.

The Company’s Board of Directors as of December 31, 2011, are as follows:

Name Position Remarks

1. Mr. Akani Thapthimthong Chairman of the Board Non-Executive Director

2. Mr. Sudhitham Chirathivat* Director Non-Executive Director

3. Mr. Nontaphon Nimsomboon Independent Director Non-Executive Director

4. Mr. Suttiluk Samranyoo Independent Director Non-Executive Director

5. Dr. Chiradet Ousawat, Ph.D. Independent Director Non-Executive Director

6. Mr. Paitoon Taveebhol Independent Director Non-Executive Director

7. Mr. Praphan Eamrungroj Director Executive Director

8. Mr. Yves Bernard Braibant* Director(CEO and President)

Executive Director

9. Mr. Strasser Arnaud Daniel Charles Walter Joachim* Director Non-Executive Director

10. Mr. Pedro Antonio Arias Douce* Director Non-Executive Director

11. Mr. Jacques Dominique Ehrmann* Director Non-Executive Director

12. Mr. Ulisses Kameyama* Director Non-Executive Director

13. Mr. Guillaume Pierre Antoine Marin Humbert* Director Non-Executive Director

Remark * Directors No.2, and 8-13 come from the shareholders, and Ms. Rumpa Kumhomreun, Vice President, Accounting and Finance 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.

Management

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 Company’s 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:

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The directors who are authorized to sign on behalf of the 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 Company’s seal.

Director’s changes in number of shares held in 2011 are as follows:

Name Shares Held as of

December 31, 2010

Shares Held as of

December 31, 2011

Amount of Shares Held Increased (Decreased)

during 2010-2011

Remarks

1. Mr. Akani Thepthimthong - - - -

2. Mr. Sudhitham Chirathivat - 2,078,675 2,078,675 Appointed March 9, 2011

3. Mr. Nontaphon Nimsomboon - - - -

4. Mr. Suttiluk Samranyoo - - - Appointed April 27, 2011

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

6. Mr. Paitoon Taveebhol - - - Appointed March 9, 2011

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

8. Mr. Yves Bernard Braibant - - - -

9. Mr. Strasser Arnaud DanielCharles Walter Joachim

- - - -

10. Mr. Guillaume Pierre Antoine Marin Humbert

- - - -

11. Mr. Jacques Dominique Ehrmann - - - -

12. Mr. Ulisses Kameyama - - - -

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

Term of the Company’s Board of Directors The Board of Directors has specified a 3-year term for a position on the Board. The Company’s 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 the Company’s Board of Directors1. To oversee the Company’s business administration and

operations. 2. To supervise and perform the Company’s 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 Company’s 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.


4. To review the external and internal auditor’s 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 the international standards by considering worthiness and covering all key processes.

6. To oversee the Company’s preventive control system to reduce or suspend a loss or waste of the Company’s resources for the benefit and enhancement of effectiveness and efficiency in performance of the Company’s functions.

7. To review the appropriateness of the information technology 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 Company’s business

8. 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 Company’s compliance with the law on securities and exchange, regulations of the Stock Exchange of Thailand, and the laws related to the Company’s 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.

2.2 The Audit Committee and Independent Directors

The 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:

1. Mr. Paitoon Taveebhol (1) Chairman

1Independent Director and is knowledgeable in accounting and finance

2. Dr. Chiradet Ousawat,Ph.D. Director

Independent Director

3. *(2) [ ] Director

Independent Director

Ms. Nantavadee Santibanyut, Internal Audit Director acts as 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 Committee The Audit Committee has specified a 3-year term for a position as a member on the committee.

The scope of duties and responsibilities of the Audit Committee1. To review the Company’s 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

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.

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14. 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 Company’s expense, provided that the engagement shall be in adherence to the Company’s 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 assigned

Independent Directors which comprises 1 in 3 of the Board of Directors Mr.Paitoon Taveebhol Dr. Chiradet Ousawat, Ph.D. Mr. Nontaphon Nimsomboon Mr.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 Company’s 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.


2.3 The Corporate Governance Committee

The Corporate Governance Committee is comprised of the following 4 persons: 1. Mr. Nontaphon Nimsomboon (1) Chairman 2. Mr. Paitoon Taveebhol (2) Member 3. Ms. Rumpa Kumhomreun Member and Secretary 4. Mrs.Umawadee Rattana-udom(3) Member and Assistant Secretary Remarks: (1) Appointed as the Chairman on July 20, 2011.(2) Appointed as the Member on May 25, 2011, replacing Mr. Suthichart Chirathivat who resigned.(3) Appointed as the Member on May 25, 2011, replacing Mrs. Patama Rawangpai Umphawa who resigned.

Term of the Corporate Governance Committee Members of the Corporate Governance Committee shall be in office for a term of 2 years and can be re-appointed.

The scope of duties and responsibilities of the Corporate Governance 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 suggestion and 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 of Directors.

2.4 Risk Management Committee

The Risk Management Committee is composed of high-ranking Company executives who have the role for ensuring that the Company’s 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 Company’s 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 Company’s business units to follow up and assess a particular unit’s 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 Risk Management Committee1. Approve the Company’s 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 the Risk 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 risk management 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 management

8. 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.

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The Management Team as of December 31, 2011, is as follows:

Name Position

1. Mr. Yves Bernard Braibant Chief Executive Officer and President

2. Mr.Philippe Prejent Vice President, Operations

3. Ms. Rumpa Kumhomreun CFO & Vice President, Accounting & Finance

4. Mr. Praphan Eamrungroj Executive Vice President, Properties

5. Mr. Stephen Joseph Camilleri Vice President, Human Resources

6. Mr. Emmanuel Couronne Senior Vice President, Merchandise

7. Mr. Ian Longden Senior Vice President, Small Store Format

8. Mr. Regis, Philippe Prigent Vice President, Marketing & Communications

9. Mr. Greg O’ Shea Vice President, Supply Chain Management

10. Mr. Prawet Prungtangkij Vice President, MIS

11. Sarinthip Satitsatien, PhD Vice President, Business Development

12. Mr. Bruno Jousselin Vice President, General Merchandise

13. Mr. Alex Morgan Vice President, Merchandise Control

The scope of duties and responsibilities of the Management Team The 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 Directors The 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 Board’s performance for the maximum benefit of the Company.

The Company Secretary In 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 Secretary’s 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 Company’s 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 Company’s 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.

2.5 The Management Team


3. Corporate Governance The Corporate Governance Policy The 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 Company’s website. The principles and policies are classified into five categories as follows:

Category I : Shareholders' Rights

The Shareholders Meeting In 2011, the Company held 2 shareholders’ meetings - the Extraordinary General Meeting of Shareholders on January 5, 2011, and the Annual General Meeting of Shareholders on April 27, 2011, at the Arnoma Hotel. The meeting was conducted in accordance with the law. The Company disseminated invitation letters for the said meeting, and also presented documents and the detailed agenda in both the Thai and English languages on the Company’s website 21 days prior to the Extraordinary General Meeting of Shareholders and 32 days before the Annual General Meeting of Shareholders. This was done in order to provide shareholders sufficient time to go through the material. In addition, the Company also sent invitation letters to the aforementioned meetings, accompanied with documents and the detailed agenda, map showing the meeting location, and the Annual Report, to the shareholders at least 7 days prior to the meeting day. The invitation, information of date, time, and place of the meeting, together with the agenda were also published in a newspaper for 3 consecutive days prior to the meeting day. As a result, 85% and 47% of the Board of Directors attended the meetings including the Chairman of the Board of Directors, Chairman of the Audit Committee, Chairman of the Corporate Governance Committee, the CEO and President, the CFO, 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 Company’s website.

Promoting and facilitating shareholders’ rights In 2011, the Company developed several key procedures that promote and facilitate the exercise of shareholders’ rights. These are as follows:

1. Before the shareholders meeting commenced, shareholders who had owned the Company’s 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. In 2011, 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 Company’s 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 meeting’s 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 Company’s major decisions. Details of the meetings were reported on the Company’s 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.

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Category II: Equitable Treatment of Shareholders The 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 Company’s 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 Company’s Articles of Association do not specify the use of accumulated votes. Thus, the process has to follow the same approach of the Company’s 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 Article 89/14 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 within 7 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 companies that were not subsidiaries of the Company.

7. No reports were made between Company partners that could have had any significant conflicts of interest


Category 3: Roles of Stakeholders

The company has set up the policy and measures placing significant 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 : [email protected] or Submit written material in hard copy to: The Office of CFO and Vice President, Accounting and

Finance, 97/11, 7th Floor, Rajdamri Road, Lumpini, Pathumwan, Bangkok 10330

Tel: 02-655-0666 ext 4062

In 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,s Chairman of the issues at hand after which will be reported to the Board of Directors for consideration.

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2011

Personnel “Motivation is the art of getting people to do what you want them to do because they want to do it.” Dwight D. Eisenhower

Following 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. We are committed to offering a competitive employee compensation and benefits program, encouraging employee engagement and learning and development. Human Resource’s crucial function is to expand the new and dedicated HR capability, not just at head office, but countrywide. It is vital that an HR presence acts as a consultant facilitating the flow of ideas, channelling talent to where it is needed as well as recognizing and rewarding talent and commitment among employees.

2011 was a tough year within the retail industry in Thailand. That was underlined when the flooding occurred in the latter part of the year. Our supply chain was seriously disrupted and our employees and their families were both directly and indirectly affected. Big C’s employee support programme was able to offer all our employees help as they needed it. The programme was widely recognized and commended within Thailand.

Our 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.

“Big C’s goal” is to be the No. 1 retailer in Thailand and our expansion is one of our key strengths - Big C is now a very large employer. It is recognized as a co-leader in the Thai retail industry and, importantly, an employer who can take care of its workforce. Big C has evolved from its status within the local market to being recognised internationally and our plans for expansion reflect the confidence of a successful company going forward. It is the responsibility of those within human resources to focus intently on being at the forefront of guiding the workforce in a positive direction through effective communication and accessibility.

A dedicated recruitment team was established in 2011 determined to get the best of the talent pool within Thailand and overseas. The management of talent within Big C is vital for success. The need to grow and develop talent is as critical as the need to retain talent. We focus on rewarding effort, hard work, dedication and commitment to customer satisfaction in such a way that employees see the benefits of staying with Big C for the long run.

Account managers are now responsible for specific functions throughout the organisation. The hiring of people with a disability is a priority; this is not just to be viewed as meeting the government’s minimum requirements, or complying with employment regulations. We aim to exceed them. Big C needs to demonstrate that commitment to employment in the long term and encourage applicants from all backgrounds so that we can achieve a sustainable model for the future.


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.

It is the responsibility of human resources to spot and develop talent, which is why in 2011 we established a dedicated team responsible for Talent, Succession and Performance Management. It looks at an employee’s 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.

Human resource management is about talent management. Through this new direction Big C can nurture its talent towards ensuring an even brighter future. Expansion of our business and increasing number of stores provides us with an enhanced competitive advantage – it’s a new and exciting opportunity! We can now offer our employees a far wider choice of career development. Our employees will realize that they can grow and develop their careers to face greater and more exciting challenges. After all, our people are our future. And it’s not just the new recruits, it’s our existing and loyal employees who need to benefit from necessary training and development. Training is focused on job related functions and work processes to ensure that superior work standards are achieved in all Big C stores.

Training & Management Development goes hand-in-hand with training focusing on supervisory, managerial, leadership, and customer service enhancement training programmes. Indeed, from an HR perspective, the critical success factor is to further improve Big C’s superior customer satisfaction through effective management and engagement with our employees. There is also the need to get the very best out of store management, to help our managers to be even more effective at what they do best.

The creation of a new and exciting culture at Big C is leading to success today and the future. Human resource management is focussed on the key task of ensuring the best people are in the best jobs.

In 2012, we are planning to implement a number of initiatives to further develop our organizational strength. These initiatives include;

Re-launch our corporate values and culture.Launch a new Performance Management System.Implementation of Competency framework for stores

and Head Office.Launch our Big C Retail Academy.Develop more computer-based training programs

(e-Learning).Implement an HR ERP system to enhance HR productivity

through the application of HR analytics and tools.

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Category 4: Disclosure and Transparency of Information

The Company continuously announced key information on its website. The Corporate Governance Committee was responsible for proposing good corporate governance practices for their further development through the opinions of the Board of Directors and performed to be a framework for continuous implementation.

Investor Relations As a listed company on the Stock Exchange of Thailand, the Board of Directors recognizes the importance of disclosing the information related to financial or non-financial issues that may have an impact in investors’ decision making process. Therefore Board of Directors has reiterated that the executives must reveal any related information in an accurate, complete, regular, and timely manner.

The Company will disclose information to general public via the Stock Exchange of Thailand as well as through various channels to offer more choice to shareholders, investors, stakeholders, and other interested persons. These channels are:

www.bigc.co.th Through its website company disseminates its quarterly performance, annual reports, shareholders meeting reports, financial information, annual information disclosure form (Form 56-1), news reported to the Stock Exchange of Thailand, and corporate news. Shareholders can also find information related to shareholders meeting from here.

Quarterly Financial Result Release Forwarded via ELCID on a quarterly basis

Investor Presentation The Company holds quarterly investor presentation to strengthen its relation with investors and analysts and to give them an opportunity to learn more about Company’s business and ask related questions. In these presentations Company announces its quarterly performance and operational developments. High-ranking Company executives join these events. The presentation slides are uploaded to Company’s website.

Shareholders Meeting Annual General Meeting of Shareholders is organized on an annual basis to give shareholders an opportunity to obtain relevant information, offer opinions, ask questions, and vote.

Company Visit The Company offers an opportunity for institutional investors and analysts to request a meeting with the Company’s management to learn about Company, its performance, and trends.

International Road Show The Company conducts road shows to meet with foreign institutional investors who are interested to learn more about the Company.

Conference Call The Company provides conference calls for foreign institutional investors and analysts to give them a chance to learn more about the Company and its business.

Conferences The Company chooses to attend some conferences during the year to meet with many institutional investors during the event in one-on-one or small group meetings.

During 2011 investor relations division was set up by the parent company to handle and oversee all investor relation related matters.Company’s investor relations contact person is Mr. Rami

Piirainen, Director of Investor Relations. Investors can enquire any information disclosed by the company by telephone: 02-655-0666 ext: 7416 or via email at: [email protected].

Company’s media contact is Mr. Kudatara Nagaviroj, Director of Corporate Image. Any enquiries related to television, printed media, or advertising should be directed to him by telephone: 02-655-0666 ext: 7192 or via email at: [email protected].


During the past year company had the following channels of communication and activities between shareholders, investors, analysts and Company’s high-level executives:

Month Investor presentation

Shareholders’ meeting

Company visit Conference Call

Road show Conference

January 1 6 1

February 7 1

March 1 5 3 2

April 1 4 5

May 1 7 1

June 5 3

July 1 4 4

August 17 5

September 8 3 1

October 1 2 2 1

November 7 7 1

December 5 1

Category 5: Responsibilities of the Board

Leadership and vision The Board of Directors is composed of people who have leadership skills, vision, and independence in decision-making for the maximum benefit of the Company and shareholders. The Board of Directors participated in initiating the Company’s vision, business plan, mission, strategies, targets, and budget by pursuing and supervising that the management team conducted their operations with efficiency and effectiveness. This would increase the economical value addedness for the Company and create high confidence among shareholders.

Conflicts of interest In order to prevent any conflicts of interest, the Board of Directors oversaw and considered various issues when they arose that could cause a conflict of interest. Thus, the Board of Directors announced the measures for reporting of any conflict of interest matters of all directors and management, and they must be reported within a period of 7 days as from the day of the incident as well as set a policy and approval process of the related transactions in accordance with the rules and regulations of the Stock Exchange of Thailand including the setting of a policy and methods of supervision for the management and related persons to prepare the Company’s internal information to be utilized in a beneficial way. The Audit Committee will report to the Board of Directors on the related party transactions, conflict of interest transactions, or transactions with related juristic persons or persons. Each matter will be considered and processed in accordance with the rules and regulations of the Stock Exchange of Thailand with the stipulated costs and conditions, which is to be equivalent to

that of an external vendor (Arm's Length Basis). Moreover, the disclosure of cost lists, contractual parties and rationales were sufficiently shown in the Company Annual Report and Form 56-1.

For the supervision of use of internal information, the Board of Directors and high-level management were required to report any changes of the Company's stock trading to the Security Exchange Commission in compliance with Section 59 of the Stock Exchange of Thailand Act (No.3) B.E. 2535 within 3 business days from the date of purchase, sale, transfer, or receipt. In addition, the Corporate Governance Committee recommended that the Board of Directors and high-level management report the number of shares they hold in the Board of Directors’ Meeting each quarter. This procedure has been continually conducted in the Board of Directors Meeting since the previous year.

Code of ethics and business conduct The Company has a policy to conduct its business operations by abiding by a high code of ethics including complying with the law, trusting the sincerity of employees, intensifying the relationship with suppliers, disclosing corporate information, ensuring fair competition, and maintaining the Company’s assets. Therefore, the directors, Management, and employees recognized and had a responsibility to conduct the business operations in an appropriate manner on a regular basis to be in accordance with the written declaration of the set business standards of the Company. Consequently, the Company will continually follow up its performance and campaign to promote organizational culture and working values to be recognized by all related parties.

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Remuneration

Payable to Annual Remuneration Meeting

Allowance

Meeting Allowancefor Audit

Committee(Baht/

Quarter)(Baht/

Half ye`ar) (Baht/ Month)(Baht/

Meeting)(Baht/

Meeting)

Board of Directors (BOD)

Chairman 71,500 – – 38,500 –* Traveling expense for Chairman not

over 1 MB / year

Director 49,500 – – 38,500 –

Secretary – – 25,000 – –

Assistant Secretary – – 5,000 – –

Audit Committee (AC)

Chairman – 68,000 – – 24,000

Member – 60,000 – – 20,000

Secretary – 40,000 – – –

Corporate Governance Committee (CG)

Chairman – 68,000 – – –

Member – 60,000 – – –

Member who is an employee – 25,000 – – –

Honorary Chairman (Baht/Year) 100,000

**Other Remuneration: None

Balance of power of non-executive directors The Company’s Board of Directors comprises 13 members as follows: 11 Non-Executive Directors (4 persons are independent directors.) 2 Executive Directors

The structure of the Board of Directors consists of 11 Non-Executive Directors, or 84.61 percent of the total number of directors, and 4 independent directors comprising 30.77 percent of the total number of directors and have the required qualifications to be in an independent position for the Company. This is in accordance with the provision set by the Stock Exchange of Thailand, which can ensure that the checks and balances were conducted in an appropriate manner.

Equalization of managing powerThe Chairman cannot be a representative of a major

shareholder. The Chairman cannot be the same person who are the

CEO and President. The structure of the Board of Directors' consists of Non-

Executive Directors in amount of 84.61 percent of the total number, and independent directors comprising 30.77 percent of the total number of directors, so to have appropriate facilitation of the equalization of power and examination of management.

Remuneration for directors and executives The Company established a policy for the remuneration for the Board of Directors, which was conducted in a reasonably fair and transparent manner in which it assigned the Corporate Governance Committee to consider the rate of remuneration to be in line with

the industry. The rate should be sufficient to encourage and retain Directors who have the required qualifications and are suitable in conducting the Company’s business operations. In 2011, the Corporate Governance Committee took into consideration the remuneration for the committees to be equal with that of the industry, and this included the responsibilities and obligations of the Company. Also the rate for each committee together with the Company Secretary and Assistant Secretary for the year 2011, which was equivalent with the rate for the year 2010. Thus, the rate for the Secretary of the Audit Committee was the only position that received an increase. Furthermore, the Board of Directors, Audit Committee, and Corporate Governance Committee received remuneration of not more than 8,885,000 Baht per year that was approved in the 2010 Annual General Meeting of Shareholders on April 27, 2011. The details are as follows:

Annual Remuneration a payment to persons serving in a position. Honorary Chairman: payable once a year.Company’s Directors: payable by quarter.The Audit Committee, Secretary of the Audit

Committee, and the Corporate Governance Committee: payable twice a year.

The Board of Directors Secretary and Assistant Secretary: payable monthly

In the case whereby any member of the Board of Directors, Audit Committee, and the Corporate Governance Committee is not serving in a position and is replaced by a new member, the proportion of payment will be in accordance with the time in that position.

Meeting Allowance A payment to members of the Board of Directors or the Audit Committee who attending a meeting.


The total remuneration paid to the Company’s Directors, Audit Committee members and the Corporate Governance Committee (CG) members was 10,040,860.15 Baht as follows:

Name Position Annual Remuneration

(Baht)

Meeting Allowance for

Company’s Director(Baht)

Meeting Allowance for

Audit Committee

(Baht)Total Amount

(Baht)

Mr. Vanchai Chirathivat Honorary Chairman 100,000 – – 100,000

Mr. Akani Thepthimthong DirectorChairman of the Board

198,000*835,647.72

308,000–

––

506,000835,647.72

Mr. Sudhitham Chirathivat Director 148,500 77,000 – 225,500

Mr. Nontaphon Nimsomboon Director, Independent DirectorChairman of ACMember of CGChairman of CG

198,000136,00060,00068,000

308,000–––

–120,000

––

506,000256,00060,00068,000

Mr. Paitoon Taveebhol Director, Independent DirectorChairman of AC Member of CG

148,500-

60,000

192,50024,000–

–––

341,00024,00060,000

Dr. Chiradet Ousawat,Ph.D. Director, Independent Director Member of AC

198,000120,000

269,500–

–120,000

467,500240,000

Mr. Praphan Eamrungroj Director 198,000 308,000 – 506,000

Mr. Suttiluk Samramyoo Director, Independent Director 132,000 154,000 – 286,000

Mr. Yves Bernard Braibant Director 198,000 308,000 – 506,000

Mr. Strasser Arnaud Daniel Charles Walter Joachim

Director 198,000 308,000 – 506,000

Mr. Jacques Dominique Ehrmann

Director 198,000 269,500 – 467,500

Mr. Ulisses Kameyama Director 198,000 269,500 – 467,500

Mr. Guillaume Pierre Antoine Marin Humbert

Director 198,000 192,500 – 390,500

Mr. Pedro Antonio Arias Douce Director 198,000 308,000 – 506,000

Ms. Rumpa Kumhomreun SecretaryMember & Secretary of CG

300,00050,000

––

––

300,00050,000

Mrs.Umawadee Rattana-Udom Assistant SecretaryMember & Assistant Secretary of CG

26,935.4829,166.67

––

––

26,935.4829,166.67

Ms. Nantavadee Suntibunyut Secretary of AC 80,000 – – 80,000

Members Who Resigned During the Year

Mr. Suthichart Chirathivat Chairman of the Board

Chairman of CG

286,000*857,212.43

68,000

192,500––

–––

478,500857,212.4368,000

General Winai Phattiyakul Director, Independent DirectorMember of AC

198,000120,000

192,500–

–80,000

390,500200,000

Mr. Viet Hung Do Director, Independent Director 66,000 115,500 – 181,500

Mrs. Patama Rawangpai Umphawa

Assistant SecretaryMember & Assistant Secretary of CG

33,064.5220,833.33

––

––

33,064.3220,833.33

Total 5,923,860.15 3,773,000 344,000 10,040,860.15

* Remarks - Other remuneration: Traveling expense for the Chairman of the Board of Directors

185Annual Report

2011

Compensation of Executives and Management The Company has a policy to compensate the executives and management in a fair and reasonable manner including compensation in salary, bonus, and other benefits. Hence, this corresponds to the Company’s performance as well as that of each individual based on their position and level of responsibility.

Other non-monetary remuneration that is not cash : None.

Board of Directors' and sub-committee meetings 1. Board of Directors An appointment date will be set in advance for the Board of Directors’ Meeting for the year, so to facilitate the participation of all directors, especially those who have domiciles abroad. In addition, there may be special meetings if there is a significant business need. Moreover, there are still items for consideration accompanying the overall outcome of the agenda’s usual items. The Company Secretary will send invitation letter together with the agendas, and any other relevant documents to all directors 7 days beforehand. This provides the directors sufficient time to examine all issues in advance. Each meeting is held for approximately 3 hours.

In 2011, there were a total of 8 meetings that consisted of 5 ordinary meetings and 3 special meetings. The details are as follows:

Name General Meeting

Special Meeting

Total Replaced Positions During the Year

1. Mr. Akani Thepthimthong 5/5 3/3 8/8

2. Mr.Sudhitham Chirathivat 2/5 0/3 2/8 March 9, 2011(replaced Mr. Tos Chirathivat)

3. Mr. Nontaphon Nimsomboon 5/5 3/3 8/8

4. Mr.Paitoon Taveebhol 3/5 2/3 5/8 March 9, 2011(replaced Mr.Satit Rangkasiri)

5. Dr. Chiradet Ousawat,Ph.D. 5/5 2/3 7/8

6. Mr. Praphan Eamrungroj 5/5 3/3 8/8

7. Mr.Suttiluk Samranyoo 2/5 2/3 4/8 April 27, 2011(replaced Mr. Viet Hung Do)

8. Mr. Yves Bernard Braibant 5/5 3/3 8/8

9. Mr. Strasser Arnaud Daniel Charles Walter Joachim*

5/5 3/3 8/8

10. Mr. Jacques Dominique Ehrmann* 5/5 2/3 7/8

11. Mr. Ulisses Kameyama* 4/5 3/3 7/8

12. Mr. Guillaume Pierre Antoine Marin Humbert*

3/5 2/3 5/8

13. Mr. Pedro Antonio Arias Douce* 5/5 3/3 8/8

Directors Who Resigned in 2011

1. Mr. Suthichart Chirathivat 5/5 0/3 5/8 Resigned on November 4, 2011.

2. General Winai Phattiyakul 5/5 0/3 5/8 Resigned on November 7, 2011.

3. Mr. Viet Hung Do* 3/5 0/3 3/8 Completed the term and announced his resignation on April 27, 2011.

Remark: *Directors with foreign domicile.

The minutes of all the meetings were made in writing, certified by the Board of Directors, and retained. The minutes are available for review and auditing by the Board of Directors and any related person at any time.

Number of Persons

Total Amount (Baht)

2010Salary, bonus and other remuneration

13 159,354,189.56

2011Salary, bonus and other remuneration

14 208,406,532.22


2. The Audit Committee The Audit Committee meets on a regular basis and submits a report to the Board of Directors. The secretary sends invitation letters together with the agenda, including any relevant corporate documents to all Audit Committee members 7 days in advance. The Audit Committee takes into consideration and conducts its duties as assigned, especially the review of the financial statements to ensure they were precise and acceptable, and the confirmation that the company's internal control and internal audit systems are appropriate and efficient. In 2011, the Audit Committee held 6 meetings as follows:

Frequencies of Attending Meetings

Remarks

Mr. Nontaphon Nimsomboon 5/6 Completed the term and announced his resignation on November 17, 2011.

Mr.Paitoon Taveebhol 1/6 Replaced Mr. Nontaphon Nimsomboon

Dr. Chiradet Ousawat,Ph.D. 6/6

General Winai Phattiyakul 5/6 Resigned on November 7, 2011.

Frequencies of Attending Meetings

Remarks

Mr. Suthichart Chirathivat 2/4 Resigned on May 25, 2011.

Mr. Nontaphon Nimsomboon 4/4 Appointed as Chairman of the Corporate Governance Committee on July 20, 2011.

Mr.Paitoon Taveebhol 2/4 Replaced Mr. Suthichart Chirathivat on July 20, 2011.

Ms. Rumpa Kumhomreun 4/4

Mrs. Patama Rawangpai Umphawa 2/4 Resigned on May 25, 2011.

Mrs.Umawadee Rattana-Udom 2/4 Replaced Mrs. Patama Rawangpai Umphawa on July 20, 2011.

3. The Corporate Governance Committee In the year 2011, the Corporate Governance Committee held 4 meetings as follows:

187Annual Report

2011

Internal Control, Internal Audit and Risk Management Internal control The Company has set the responsibilities and authority for the operators and the Management to be stated in writing. This was done to control and protect the Company’s assets and to receive the highest benefit. The responsibilities of the operators and Management were also divided accordingly together with the evaluation of the results, so to create appropriate balances and auditing.

Risk management Big C Supercenter Public Limited Company established the Enterprise Risk Management System to be utilized as a tool for overseeing uncertain situations that could have a negative impact on the set targets of the Company. Therefore, there was continual development that would create confidence that the Company’s set objectives and targets could cope with any changes and risks quickly and efficiently. This would result in creating confidence among shareholders and stakeholders that the administration of the Company’s operations is transparent and has good corporate governance.

For the administration of risks management, the Company evaluated the level of risks and established preventive measures for each issue together with the assessment of their control level. Also consideration was given to residual risks that were above the accepted level and a Risk Treatment Plan was created. Furthermore, there were key risk indicators used in continuously following up the outcomes. Therefore, the Company assigned a Risk Manager to be the person responsible for following up the assessment and drafting the report for the Management accordingly.

Corporate Governance Practices that the Company cannot comply 1. The Company’s Chairman should be an independent director The Company’s Chairman is not an independent director, as the Company believes that the Chairman should have the knowledge, skills, and experience in the retail business. Such qualifications will be of great benefit to the Company as the whole.

2. The Company should establish Remuneration and Recruiting Committees comprising more than 50 percent of independent directors The Company has assigned the Corporate Governance Committee to act as the Remuneration and Recruiting Committees concurrently. In the past, the Corporate Governance Committee has properly and efficiently performed such duties.

The structure of the Remuneration and Recruiting Committees is the same as that of the Corporate Governance Committee, and it does not contain over 50 percent of independent directors in accordance with the Thai Institute of Directors (IOD) requirement.

However, the Corporate Governance Committee was composed of 2 independent directors out of a total of 4 directors.

3. Policy that each member of the Board of Directors can serve as a member of the Board of no more than 3 companies The Company Board of Directors has considered and viewed that the companies which the directors served as the member of the Board of Directors are mostly the subsidiaries and the directors have the knowledge and abilities to oversee the business operation of the companies they served as the member of the Board of Directors. Although each director may serve as the member of the Board of Directors of other listed company or the subsidiaries more than 3 companies, he/she will be encourage to perform his/her duties accordingly. Therefore, this will enable the Company not to set a policy on the number of companies or subsidiaries that each director can serve on.


Education Big C Foundation is the focal point of Big C’s initiativesoneducation.Under thephilosophy“Big C Foundation – fostering dreams, smiles and happiness for the Thai communities”,theFoundationcontributedover200millionBahttosupportandpromoteyoutheducationsinceitsestablishmentin2002.

To support education of Thai youths, in 2011, Big C Foundation: Constructed of 2 new schoolsbuildingsworth7Million

Bahtforflood-affectedschoolsnominatedbyMinistryofEducation.Todate,theFoundationhasconstructed29schoolbuildingsacrossThailand.

Granted 3,375 scholarshipstotaling10.125MillionBahtto secondary school students nationwide. During thepast8years,theFoundationhassupportedover24,000scholarshipsworthover84MillionBahttoThaistudents.

Organized workshop on “new teachingmethods &techniques” to sharpenteachingskillsofelementaryschoolscienceteachersin19provinces.

Extended flood relief assistance to flood-affectedstudentsthroughMinistryofEducation

Provided 84 mini-library corners tolibrariesofflood-affectedschoolsincommemorationofHisMajestytheKing’s84thBirthdayAnniversary

Big C Being More Than Just a Retailer

Since its establishment 18 years ago, Big C has always been an integrated part of the Thai community. Big C is more than just a retailer.

We are a genuine friend and family of consumers across Thailand. Everyday, the Company strives to develop better quality of life

for consumers nationwide in every possible way.

Big C’s corporate social responsibility in 2011 focused on 3 main aspects that are of crucial

importance to consumer’s quality of life: Education, Community Development & Assistance and Environment

Community Development & Assistance BigCputsastrongemphasisonimplementingprojectsthatcreatelong-lastingandpositiveimpactsforthecommunities.BigCstores,withmajorityofstoremembersbeinglocalresidents,provided valuable inputs to HeadOffice on areas of supportthatcommunitiesneed.BigC’sHeadOffice, inturn,tailorsBigC’scommunitydevelopment&assistanceprojectstobestservelocalneedsinlinewiththeCompany’sphilosophy.

Highlights of Big C’s 2011 community development &assistanceprojectsare:

1. Construction of a hospital, vocational training facility and retail store for local community: In 2011,Mr. Yves Braibant, CEO and President of Big CSupercenter, led an initiative to successfully raise a 9-Million-Bahtfund,incooperationwithcustomersandbusinesspartnersnationwide,fortheconstruction of a community hospital forThairesidentsinremoteareatocommemorateHisMajestytheKing’s7thCycleBirthdayAnniversary.

TheFundwaspresentedtoThaTonRoyalTempleinMaeAyeDistrictofChiangMaiProvinceduringtheoccasionthatMr.BraibanthasbeengraciouslygrantedthehonourtoleadBigCSupercenterPCLandBigCFoundationtopresenttheRoyalKatinaRobetothisRoyalTemple.This30-bedcommunityhospitalwillcreateaccesstoprimaryandemergencymedicaltreatmentsandimprove

189Annual Report

2011

qualityoflivesforthe3,000householdsand21,000residentsinThaTonsubdistrictandvicinity.Hospitalinterpreterswhospeaklocaltribaldialectswillalsoensureaccuratecommunicationandunderstandingbetweenpatientsanddoctors.

2011alsowitnessedthecompletionoftwomajorcommunitydevelopmentprojects initiatedin2010byMr.YvesBraibantinconjunctionwithBigCemployeesandbusinessalliance.SinceJuly 2011, the projects have been delivering long-term andsustainable benefits to local communities through vocationaleducation, training and occupational support formembers of local communities around Tha Ton subdistrict in ChiangMaiprovince.

Theseprojectsare:“Big C-Alliance Vocational Training Building”,whichBigCandbusinessallianceraiseda6-million-baht fund for its construction at Fang Vocational College (ThaTonCampus),and“Tha Ton Community Store”,where BigCdesignedstorelayout,supportedhardwareandequipmentsand trained local store staff onmarketing, accounting and

management techniques. These two projects have been actively transferring knowledge and expertise to local communitymembersandcontributingtothebettermentoftheirqualityoflife.

2. Flood relief and assistance BigCstandsbythesideoftheThaicommunitiesbothinhappy--andespeciallyduringtryingtimes.Throughoutandafterthe2011floodcrisis,BigCSupercenterPCLandBigCFoundationcarriedoutnumerousflood-reliefandrestorationeffortsforfloodvictimsnationwide,whichcanbesummarizedasfollow:

Donation of essential commodity items Underthecampaign“Thai Help Thai to Fight Flood”, BigCsourced,arrangedanddispatchedover40,000reliefbagstofloodvictimsin31provincesin2011.Theprojectwasdoneinclosecooperationwithsuppliers,businesspartners,theRoyalThaiArmedForces,localauthorities,themedia,andmostimportantly,thecustomers–enablingthesereliefbagstogettofloodvictimsinhard-to-reachareasinatimelymanner.

Thefloodalsogaverisetothe“Big C Volunteer Team” comprising of 450 Big C employees and the general publicthroughoutBangkokandvicinitywhoregularlycarriedoutflood-reliefactivitiesandpost-floodcleaningandrestoration.

Standing by the side of flood victims Duringthetimewhenfloodsurroundedmanycommunitiesandcutoffresidences’accesstomedicaltreatment,accesstocleanwaterandothercrucialservices,BigCkeptasmanystoresopenaslongaswecantoprovidefloodvictimswithmuch-needservices,suchas:

Emergencymedicalcenter,incooperationwithMinistryofHealthandnon-governmental rescueorganizations,to provide primarymedical care and counseling tofloodvictims inareas surroundedbyfloodwaterandinaccessiblebysmallvehicles.

Donationstorageanddistributioncenter,incooperationwiththeRedCrossandrelieforganizations,tostoreanddistributeessentialcommodityitemstofloodvictims.

Temporary shelter for flood-affected residents andemergencyresponseofficialsaroundBigCpremises,freeovernightparkingforflood-affectedresidentsandboatservicestoandfromBigCintheareathatareheavilyinundated.

3. Support to Local Community “Smile District” (Amphur-Yim): In cooperation withMinistryofInterior,the15storesthatBigCprovidedspaceforthe Government’s one-stop service since 2010 have becomeverypopularamongconsumerswhoarelookingforgovernmentdocumentationserviceswithaddedconvenience.

“Big C Smile Unit”:IncooperationwithMinistryofInterior,the joint Big C-Ministry of Interior team has visited over 110communitiesin2011toprovidelocalcommunitymemberswitheverydayknowledgeandbasicnecessities.


Environment BigCemploys itsstrengthinhavingnationwidepresenceandbeingapartofconsumers’dailylifetopromoterecyclingandenvironmentalconservation.In2011,theCompany’sprojectsinclude:

1. Green Roof Project: Big C, in partnership with Tetra Pak (Thailand) Co. Ltd.andFiberPattanaCo.Ltd.,initiatedthisprojecttopromotetherecyclingofusedbeveragecartonsnormallydiscardedasgarbageacrossthecountry.UndertheGreenRoofproject,consumersareinvitedtobringusedcartonstoBigC,wheretheyarecollectedandsenttoFiberPattanatoseparatepaperpulpfromfoil.Thefoilarethencompressed,laminatedandmoldedintoa“greenroof”–afoilroofthatcanwithstandheat,rainandreduceindoortemperatureby2degreesCelsius.TheroofsarethendonatedtotheFriendsofPaRoyalFoundation,whousedthegreenroofstobuildnewhousesforvictimsofnaturaldisaster.

In 2011, Big C stores nationwide received over 105,000kilogramsofbeveragecartonsfromconsumers,whichhadbeenconvertedinto5,300roofsforover130houses.

2. Green Supply Chain Initiatives: Big C attaches highest priority tomake theCompany’s supply chain, opertated 24 hours aday,most efficient and environmentallyconscious. The Company has utilizedinnovation,newtechnologyandsustainable

supplychainandlogisticpracticestofurtherreducecarbonemissionandfuelusage inBigCSupercenter’ssupplychaintoconservetheenvironmentandreduceglobalwarning. In2011,BigCwasthefirstretailerinThailandandSoutheastAsiatointroduceneweco-friendlytechnologyandinnovationstodeveloptheCompany’strailerfleettobeabletotheCompany’sfleetareoperatedinthemostefficientandenvironment-friendlymanner,abletotransportmorepallets,savemoreenergyandreducecarbondioxideemissionby47%.Theyare:

Thermal blanket: a temperature-preserving pallet-coverwith frozen gel pockets that are used tomaintain chilledtemperatureforfreshfoodproductsupto50hours.Thethermalblanket helps reduce the use of refrigerated trucks in Big C’snationwide supplychain–which in turnhelps reducecarbonemissionbyupto28%.

Specialised Drop Deck Trailer:anewtruckwithspecial featuresthathelpmaximizespaceusageandreducethenumberof tripsneeded. IncooperationwithMichelinSiamGroupandTollLogistics,BigC’sgreentrucksareequippedwiththesenewtechnologies: 1. Moveable Mezzanine Floortoallowloadingofvarioussizepalletsasdoublestackingofheavypalletsinordertoutilizethefull100%volumecapacityofthetrailer.Thisspecialtrailerwillbeabletocarry48palletsandupto57tonnespertrip–asignificantincreasefromthecapacityofanormaltrailer; 2. Curtain-sided Trailertoalloweasierandquickerloadingandunloading; 3. Dedicated Transport ShuttleswhicharetheresultsofBigC’srecentincreaseineconomiesofscale.BigChasstudiedtheuseofdedicatedfactoryshuttleswiththeCompany’slargesupplierssuchasUnileverandNestleandfoundthattheuseofdedicatedshuttlesanddedicatedloadingdockswillsignificantlyreduceshippingtimeandinventory.

BigCaimsforthesenewtechnologyandinnovationstosaveenergyandreduceCO2emissionsby1.8millionkilogramsby2014--tosupporttheMinistryofNaturalResourcesandEnvironment’seffortinsaving84millionkilogramsofcarbonemissionstohontheCompany’sHMtheKing’s84thBirthdayAnniversary. 3. Big C Go-Go Green Marathon: ReforestationisalsooneofBigC’senvironmentalpriorities.InMarch2011,weorganizedaMarathoncompetitionparticipatedby1,000runnersandraised500,000bahttosupportDepartmentofForestry’sreforestationproject.

OTOP and Agricultural Support BigCregularlysupports local farmersandSMEstopromotelocalenterprisesandsupportlocalcommunity.In2011,theCompanycontinuedtoadvanceonprojectssuchas:

“Happy Rice Project”: Incooperationwith theChaipattanaRoyalFoundation,BigChelpedflood-affectedfarmersgrowriceandguaranteestableincometorevitalizetheirlivelihoods.HappyRice,produced in accordancewith GAP andGMP standards, has beenavailabletothepublicinBigCsinceJune2011.

OTOP Promotion Program: In cooperationwithMinistry ofInterior,BigCorganizedOTOPfestivalsatstoresnationwideandcarriedover300SKUsofOTOPproducts.

Blue Flag Program:IncooperationwithMinistryofCommerce,tohandleshortageandoversupplythataffectedpriceofagriculturalproductsorconsumers’costofliving.

191Annual Report

2011

Business

Analysis & Report


TheBoardofDirectorsisresponsibleforoverallfinancialstatementsofthecompanyanditssubsidiariesandanyfinancialinformationshownintheAnnualReport.ThefinancialstatementwaspreparedinaccordancewiththeaccountingstandardasgenerallyacceptedinThailand,inwhichisalsocompliedwithmajorinternationalaccountingstandards.Thecompanychoosesappropriateaccountingpolicyandalwaysactsaccordinglytogetherwithcarefuldiscretionandthebestestimationforsucharrangements.Thisincludesadequatedisclosuresofnecessaryinformationinremarksandappendixofthefinancialstatements.

TheBoardofDirectorsmaintainstheefficiencyoftheinternalauditcontrolsystem in order to be reasonably confident that records of any accountinginformation are accurate, through, complete and enough tomaintain thecompany’sassets. It isalsoaimedatsubstantially identifyandacknowledgeweaknessestopreventmalfeasanceorinappropriateperformances.

Inthisregard,theBoardofDirectorsofthecompanyhasappointedanAuditCommittee,comprisingtheIndependentDirectorswhoarenotExecutives.TheAuditCommitteesshallhavetheresponsibilitiesrelatingtothequalityofthereportonfinancialstatementandinternalcontrolsystem.TheopinionoftheAuditCommitteewithregardstothesesubjectsappearedinthereportoftheAuditCommitteeasshownintheAnnualReport

The Board of Directors considered that, in general, the internal controlsystemofthecompanyhasachievedsatisfactorylevel.Itcanalsoreasonablyensurethereliabilityofthecompanyanditssubsidiaries’accountingsystemasofDecember31,2011.

Board

of Directors Report

(Mr. Akani Thapthimthong) Chairman of the Board

(Mr. Yves Bernard Braibant)Chief Executive Officer & President

193Annual Report

2011

Management

Discussion and Analysis

Carrefour integration The year 2011marked a great transformation of theCompanyasitintegratedCarrefourThailand’soperationstoitsownoperations.On5January2011,theExtraordinaryGeneralMeetingofshareholdersNo.1/2011approvedtheacquisitionof100percentshareholdinginCenCarGroup.On7January2011(theacquisitiondate),theCompanypaidEuro851million(equivalenttoBaht34,030million)forthebusinessandsettledliabilitiestothefinancialinstitutionsamountingtoBaht5,913milliononbehalfofNavaNakarintr LimitedandSSCP (Thailand) Limited.On21September2011,theCompanyenteredintosettlementagreementtoadjustpurchasepriceonbusinessacquisitionamounting toapproximatelyEuro6millionorequivalenttoapproximatelyBaht255million.Thepaymentwasmadeon3October2011makingthetotalcashacquisitioncostofBaht34,285million.Toacquirethisbusiness,thecompanymadearepayableloanofBaht38,500millionwitha1yearterm.Thisloanalsoincludedanoptiontoextendtherepaymentperiodforanother6monthswithoutanycollateral.DuringtheyearcompanyrepaidBaht2,000millionofthisloan,endingtheyearwithBaht36,500millionoftheloanoutstanding.

During the year the Company assessed the fair valueof identifiable assets acquired and liabilities assumed at theacquisition date. This assessmentwas completedwithin theperiodoftwelvemonthsfromtheacquisitiondateallowedbyThaiFinancialReportingStandardnumber3(revised2009).Duringthemeasurementperiod,theCompanyobtainedfurtherinformationon the fair value of part of the assets and liabilities and hasretrospectivelyadjustedtheprovisionalamountrecognisedattheacquisitiondate.Theadjustmentscausedproperty,plantandequipmentandinvestmentpropertyincreasedbyapproximatelyBaht4,228million,leaseholdrightdecreasedbyBaht591.2million,deferredtaxassetsincreasedbyapproximately255million,short-termprovisionsincreasedbyapproximatelyBaht51millionanddeferredtaxliabilityincreasedbyapproximatelyBaht1,268million.

ThisstrategicacquisitionhasprovenextremelyvaluablefortheCompanyasthisgaveitaccesstoBangkokcitycenterand

madethecompanyaleaderintermsofhypermarketsinmajorcitiessuchasBangkok,Phuket,Pattaya,HadYaiandChiangMai.The acquisition added 34 hypermarkets 8 supermarkets, and1 proximity store to company’s store network. This increasedcompany’shypermarketand supermarketnetwork from71 to105andsupermarketsfrom2to10.AllCarrefourstoreswererebanneredduringsecondquarterof2011andwholeintegrationprocesswasfinishedbytheendofJuly2011.Fortheperiodfrom7January2011to31December2011,theseadditionalstoreshavecontributed revenue and profit of approximately Baht 32,564millionandBaht1,094million,respectively,totheconsolidatedstatementofcomprehensiveincome.

Organic expansion Beside the growth through integrating Carrefour’s stores,companycontinueditsorganicgrowthbyopening3hypermarket,2BigCMarket,37MiniBigC,and21Puredrugstoresduringtheyear. These openings brought the total number of stores to108hypermarkets,12BigCMarket,51MiniBigC,and50Puredrugstores,oratotalof221stores.

Flooding Duringthefourthquarterof2011,Thailandwashardhitbyitsworstfloodingindecades.TheCompanyhadtotemporarilyclosedown5hypermarkets,15MiniBigC,1Pureandallour4distributioncenters.Bytheendoftheyear2011,allbut3MiniBigCand1distributioncenterhadbeenre-opened.Inthefaceofthisadversity,theCompanyanditsemployeesroseagaintomeetthechallengeandshowedgreatflexibilitytomakeitpossiblefortheCompanytokeepservingourcustomerswithmuchneededsupplies. It quicklymoveddistribution center operations fromtheclosedsites to7temporarysitesandaskedthesuppliers,whocoulddoso,tosupplydirectlytoourstores.Whenfacedwithsupplyshortagesfromsuppliers,theCompanysearchedforsubstitute suppliers and, in some cases, imported somebasicitems suchasdrinkingwater andnoodles. Thedamages fromthe flooding are estimated at approximately Baht 645millionconsistingofdamagestoinventoryofBaht105million,businessinterruptionlossofBaht457millionandotherdamagesofBaht

Asourannualreportcoversays,theCompanyendstheyear2011ineveryway“Bigger and Better”.Thisyearwasayearofchangesandchallenges. Itwasalsoayearofhardworkandsuccessfulexecution.TheCompany’spositionhassignificantlystrengthenedanditisbetterequippedthanevertocompeteinitsmarketplace.Frombelowyoucanfindthemajorhighlights,challenges,andchangesfortheyear2011:


83 million. Damages are covered under the Company’s insurance contracts and the management believes that the Company will be able to recover for all losses from its insurance companies. Accordingly, the Company recorded the insurance recovery income in its financial statements for the year ended 31 December 2011.

New accounting standards and changes to accounting policies. During the year the Company adopted new accounting standards and changed accounting policies. These don’t have any significant impact to financial statements except the following accounting standard changes: TAS 12 Income Taxes and SIC21 Income Taxes, TAS 19 Employee Benefits, TAS 40 (revised 2009) Investment Property, and the following accounting policy changes: Revenue recognition from sales of goods - Customer loyalty programmes (changes the way issued customer loyalty program points are treated), Inventories (inventory costs are recalculated by allocating cash receipts from suppliers regarding the purchase of products as a part of the ending balance of inventories). The effect of application of new accounting standards and changes in accounting policies during the year was a decrease of the profit of Baht 380 million in 2011 and Baht 71 million in 2010. The cumulative effect of these changes and restatement of the financial statements was a reduction of the beginning balance of retained earnings of Baht 357 million in 2011 and Baht 304 million in 2010. (You can find more detailed explanations from notes 3 and 5 in notes to financial statements.)

Depreciation policy change During the year the Company reviewed useful lives of its assets to better reflect the expected pattern of the future economic benefits. This exercise led the Company and its subsidiaries to change the estimated useful lives of assets. (You can find the details from the note 6.7 in notes to financial statements.) This change resulted in increasing the profit of the Company and its subsidiaries for the year ended 31 December 2011 by Baht 887 million (1.11 Baht per share).

Financial Analysis The operating results of the Company and its subsidiaries for the year ended 2011 reflected a net profit of Baht 5,260 million, compared to a net profit of Baht 2,833 million over the same period last year, which represents an increase of Baht 2,427 million, or 85.7%. The operating profit for 2011 amounted to Baht 8,286 million, an increase of Baht 4,298 million or 107.8% as compared to last year. These excellent results reflect the successful Carrefour integration and continued good performance of the Company.

This year’s performance is based on the following items: Net Sales Net sales in 2011 amounted to Baht 102,563 million for the company and its subsidiaries, which represented an increase of Baht 32,704 million, or +46.8% over the same period last year (5.6% growth for Big C standalone). Retail sales growth in 2011 was driven by the integration of Carrefour Thailand’s operations,

the re-opening of our flagship Big C Rajdamri store in April 2011, and the continuing opening of new stores (3 hypermarket, 2 Big C Market, 37 Mini Big C, and 21 Pure drugstores), in particular during the second half of the year when the integration was completed, as well as the full year impact of 2010 openings.

Rental and Service Income from tenants

2011 2010 % change

- Rental and Service Income 6,985 4,200 66.3 %

- Other Income 4,093 2,150 90.4%

Total 11,078 6,350 74.5%

Rental and Service Income from tenants amounted to Baht 6,985 million in 2011 which represented an increase of Baht 2,785 million or 66.3% over the same period last year (14.0% for Big C standalone). This increase resulted mainly from additional lettable space from 5 new shopping malls opened during 2011, the acquisition of Carrefour stores, the reopening of Rajdamri store, occupancy rate maintained at high level of 95%, best practices in lettable space leasing introduced to ex-Carrefour stores and benefits from the alignment of tenants' rental structures and rates between Big C and Carrefour Thailand.

Other Income Other Income include such income as compensation income, advertising income from suppliers for the advertisements placed in the Company and its subsidiaries' brochures, cash discounts received from suppliers, after sale service income and interest income. It amounted to Baht 4,093 million in 2011, which represented an increase of Baht 1,943 million or +90.4% over the last year as a result of the increase in brochure income and in compensation income arising from the 2010 fire incident and the 2011 floods (of respectively Baht 534 million and Baht 645 million).

GrossProfit Gross Profit in 2011 stood at Baht 15,238 million, an increase of Baht 5,981 million or +64.6% over the same period last year. This reflects continuous improvements and the successful negotiations between Big C and its suppliers in the process of the integration of Carrefour Thailand’s operations.

Selling and Administration Expenses Selling and Administration Expenses amounted to Baht 18,030 million in 2011 which represented an increase of Baht 6,411 million or +55.2% over the last year. This was reflecting the effect of the consolidation of Carrefour Thailand’s stores.

Finance cost Finance cost for 2011 amounted to Baht 1,271 million which represented a sharp increase of Baht 1,265 million from Baht 6 million in 2010. This was due to interest costs related to the bridge loan of Baht 38,500 million contracted by the Company when it acquired Carrefour Thailand’s operations.

195Annual Report

2011

Corporate income tax The Company’s corporate income tax for 2011 amounted to Baht 1,754 million, an increase of Baht 605 million compared to last year. The Company’s effective tax rate was 25%, lower than the statutory corporate tax rate of 30%. The lower effective tax rate for the year 2011 was mainly due to the positive impact from tax exemptions decided by the Revenue Department following the political unrest in 2010, as announced in The Royal Decree, as well as to the positive impact from adopting TAS 12 Income Taxes accounting standard for the first year which reflected the scheduled reduction of the statutory corporate tax rate to 23% in 2012 and 20% in 2013.

Analysis of the Balance Sheet As at December 31, 2011, the Company and its subsidiaries had total assets of Baht 90,726 million, an increase of Baht 51,193 million when compared to the year 2010. An increase was caused by the integration of balance sheet from Carrefour acquisition and insurance claim receivable from flood incident. Also the cash and cash equivalents increased by Baht 2,290 million when compared with 2010.

In regards to the liabilities, the Company and its subsidiaries had total liabilities of Baht 67,206 million, an increase of Baht 47,768 million when compared to the same period of last year effected by integration of balance sheet of Carrefour acquisition. The increase is mainly due to the outstanding bridge loan of Baht 36,500 million that the Company entered into when it acquired Carrefour. Trade accounts payable increased by Baht 8,538 million from the previous year. Deferred tax liability increased by Baht 1,237 million rising from the impact of adopting TAS 12 Income Taxes accounting standard for the first year which reflected the scheduled reduction of the statutory corporate tax rate to 23% in 2012 and 20% in 2013. Accrued expenses increased by Baht 948 million due to the related expenses of new store expansion of 3 hypermarket stores and 2 Big C Market stores, 37 Mini Big C stores, and 21 Pure drugstores.

Cash Flow The net cash flows from operating activities of the Company and its subsidiaries for year 2011 accounted for Baht 8,446 million or 8.2 percent of sales with an increase of Baht 1,663 million Baht or 24.5 percent over 2010. An increase in cash flows allowed the Company and its subsidiaries to have more flexibility to invest in new stores, remit dividend payment and repay the loans. At the end of 2011, cash and cash equivalents of the Company and its subsidiaries increased by Baht 2,290 million.

Financial Ratios 1. Average inventory days and account payable days In 2011, the Company and its subsidiaries have maintained the efficiency in working capital management during the year. Significant initiative during the year was the trade and credit term alignment negotiations that followed the Carrefour acquisition. Company’s average account payable days for 2011 was 87 days. The average inventory days for 2011 was 29 days.

2. Current ratio The current ratio is derived from current assets divided by current liabilities, which was 0.3 times as of 31 December 2011, decreased from 2010 when it was 0.7 times. The reason was due mainly to an increase of current liabilities from the short term loan company entered into to finance Carrefour acquisition.

3. Total liabilities to shareholders equity At of 31 December 2011, the capital structure of the Company and its subsidiaries was composed of total liabilities in the amount of Bath 67,206 million and total shareholders’ equity of Baht 23,520 million. The ratio of total liabilities to shareholders equity was 2.9 times, largely due to increase in current liabilities from the short term loan to acquire Carrefour.

4.Profitabilityratio In the beginning of 2011 the Company and its subsidiaries made a very important strategic acquisition of Carrefour (Thailand). During the year company ramped-up the integration effort allowing it to get into position to start reaping the synergies from the transaction. As a result, the profitability ratios increased significantly when compared to 2010. Gross profit margin increased from 13.3% in 2010 to 14.9% in 2011, operating profit margin increased from 5.7% in 2010 to 8.1% in 2011, and net profit margin from 3.7% in 2010 to 4.6% in 2011.


Government/Regulatory/Security In 2011, there was severe flooding in Thailand. Although the government endeavored to prevent the situation from alleviating, the flooding resulted in severe widespread damage. With regards to the Company, many branches received an impact from the floods. This can be divided as follows: 5 hypermarkets, 15 mini Big Cs, 1 Pure, and 4 distribution centers. However, the Company had prepared a crisis management plan to deal with the flooding in advance. This enabled the Company to cope with the situation promptly and re-open its branches and distribution centers from November 2011 onwards. In addition, the Company had taken out insurance covering damage due to flood beforehand in order to distribute the risk and alleviate the damage from the flooding.

For the retail business, following the government had approved a resolution for drafting a law for controlling the retail and wholesale business in December 2009, it appointed the Council of State to consider adjusting the law to be in line with the recommendations offered by the related parties. At present, the draft of the aforementioned law is with the Council of State. It is assumed that this will take some time before being considered by Parliament. With regard to this issue, the Company assigned the Legal and Taxation Division to closely follow up the progress, so to ascertain if there would be any impact on the Company’s business operations and plan. This would prepare the Company for any implemented changes.

The situation of the ongoing violence in the three southern border provinces of Yala, Pattani and Narathiwat remains a source of increased concern. The Company still retained its strict security procedures as well as informed all staff to take precautions and be aware of any abnormalities. Therefore, the Company organized on-going training for staff on how to deal with emergency situations including alert measures in accordance with the Company’s risk management policy. For this, the Company had insurance coverage to reduce any risks that could occur against the Company’s property at all branches nationwide.

Financial risk According to the Accounting Standards of Thailand No. 48 regarding Financial Instruments, the Company and its subsidiaries’ financial instruments include cash and cash equivalents, account receivables, rental and other income, loans given to subsidiaries/loans from subsidiaries, short-term loans and trade accounts payable. The financial risks related to these financial instruments and risk management policies are as follows: 1. Credit risk Credit risk includes trade accounts receivable, loans given to subsidiaries/loans from subsidiaries, rental and other income. The Company has a strict administration policy and credit controls of an appropriate level with close monitoring of debt collection; thus, the Company’s credit risk was low.

2. Interest rate risk Interest rate risk includes the risk on bank deposits, short-term loans from financial institutions, assets and financial debts. During the year company entered into a short term loan to acquire Carrefour (Thailand). The loan term was 1 year. Its rate is floating and tied to 1-month THBFIX 1 month + margin. The interest rate followed the market situation and therefore the Company was exposed to an interest rate risk because of the fluctuating interest rate.

3. Exchange rate risk The Company experienced a low risk from the exchange rate, as a result of the Company had signed loan agreements denominated in Thai Baht only and most of these loans were for sales of goods purchased domestically.

Risk

Factors

197Annual Report

2011

To the shareholders of Big C Supercenter Public Company Limited The Audit Committee of the Big C Supercenter PublicCompanyLimited(the“Company”)comprisesthreeindependentdirectors who are qualified in financial accounting andmanagement.

In theyear2011, therewerechanges in thepositionsoftheChairmanandMembersoftheCommittee.Mr.NontaphonNimsomboon resigned from the position of Chairman on 17November,2011,anddisclosedhisintentionofnotholdingthepositionagain.Thiswasduetothefactthathehadperformedhisdutiesfor12years,andtocomplywiththeSecuritiesandExchangeCommission’sguidelinefortheAuditCommittee.TheCompanyhadappointedMr.PaitoonTaveebholtobethenewChairman.Additionally, theCompanywas intheprocessofsearchingforanotherMemberasGeneralWinaiPhatthiyakulresignedfromhispositionon7November,2011.Consequently,theCompany’sAuditCommitteecomprisedMr.PaitoonTaveebholasChairman,whowasqualified inaccountingandfinance,andDr.ChiradetOusawatastheMember.

During2011,theAuditCommitteehadatotalof6meetings.Inthefirst5meetings,theCommitteecomprisedMr.NontaphonNimsomboonasChairmanandDr.ChiradetOusawatandGeneralWinaiPhatthiyakulastheMembers.ThefinalmeetingconsistedofMr.PaitoonTaveebholasChairmanandDr.ChiradetOusawatastheMember.

TheAuditCommitteecontinuouslyconsultedandexchangedopinionswiththeExternalAuditor,Management,andInternalAuditoronvariousmajorissues.ThecompletedworksoftheAuditCommittee,aswellasrecommendationonvariousissuesduringtheyear2011aresummarizedasfollows:

Accuracy and reliability of the Company’s financialstatements The Audit Committee reviewed the Company’s financialstatements for each quarter, the annual financial statements,significantaccountingpolicies,andthefinancialreportcoupledwiththeconsiderationoftheauditscope,auditplan,auditmethodsanddetected issues, jointly investigatedby theManagement and theExternalAuditor.TheAuditCommitteecametoconclusionthattheaccountingandfinancialreportingprocessesundertheCompany’s

internalcontrolswereeffective.ThefinancialstatementspresentedthefinancialstatusandresultsoftheCompany’soperationsasbeingaccurateinaccordancewithgeneralacceptedaccountingprinciples.Furthermore,thedisclosureofinformationinthefinancialstatementswasalsoadequateandontimeforthebenefitoftheCompany’sshareholdersandsufficientfordecisionmakingbytheinvestors.

Adequacy of internal control, internal audit, risk management, and good corporate governance TheAuditCommitteereviewedtheauditresultsfrombothInternalAuditDepartmentand theExternalAuditors regardingtheassessmentof the internal control, riskmanagement, andgoodcorporategovernance,aswellastheremediationactionsofthemanagementregardingtherecommendationsintheauditreports. This also included the consideration of the internalprocessofwhistleblowersystemandcomplainthandling.TheAuditCommitteehad theopinion that the internal controlofthe Companywas adequate, appropriate, and effective. Thisincluded the internal environment, risk assessment, controlactivities,informationandcommunication,andmonitoringsystem.Inaddition,theAuditCommitteereviewedtheannualrisk-basedaudit plan, performance of the Internal Audit Department, aswell as the regularlymeetingwith the headof Internal AuditDepartmentwithout the attending ofManagement. TheAuditCommitteeconcludedthattheinternalauditwasconductedwithindependence and appropriateness.

Compliance with Securities and Exchange Commission (SEC) laws, the Stock Exchange of Thailand’s (SET’s) requirements, and applicable laws TheAuditCommitteegaveprecedencetothefollowupoftheCompanytocomplywithSecuritiesandExchangeCommission(SEC)laws,theStockExchangeofThailand’s(SET’s)requirements,andapplicablelaws;forexample,theSecuritiesandExchangeActB.E.2535thatwas furtheramendedbytheSecuritiesandExchangeAct(No.4)B.E.2551,andthePublicLimitedCompanyActB.E.2535thatwasfurtheramendedbythePublicLimitedCompanyAct(No.3)B.E.2551,theComputerCrimesActB.E.2550,theLaborLaw,laborcontracts,andcommitmentsthatcouldarisefrom contractswith external entities and other requirements.TheAuditCommitteeregularlymonitoredtheCompany’sLegalDirectorandtheExternalAuditortoreport,explain,andanswerquestionsrelatingtotheabove-mentionedlawsandregulations.

The Audit Committee’s Report


TheAuditCommitteeconsidered that theCompanyhad fullycompliedwithallapplicableregulatoryrequirementsaccurately,appropriatelyandinatimelymanner.

Transactionswithpotentialconflictsofinterest TheAuditCommitteepaidattention to transactionswithpotentialconflictsofinterestandhasinvolvedtheExternalAuditorin the review of related transactions or thosewith potentialconflictsofinteresttoensureconformancetotheapplicablelawandSET’s regulations.TheAuditCommitteeconsidered theserelatedtransactionspartofthenormalcourseofbusinesswithregularcommercialconditionssensibleandfairconditions,andinthebestinterestsoftheCompany,aswellastheCompanysufficientlydisclosedtheinformationtothefinancialstatement.

Suitability, consideration, selection, and endorsement of the External Auditor The Audit Committee took into consideration theindependence, performance and experience of the ExternalAuditoraswellasappropriatenessoftheauditfeeinordertoensurethesatisfactoryofperformanceoftheExternalAuditorwhich able to provide beneficial information to stakeholders.TheAuditCommitteeproposedtotheBoardofDirectorsfortheapprovalfromtheshareholdersmeetingfortheappointmentofMs.KamontipLertwitworatep, auditor licenseno.4377and/orMr.WichartLoketkrawee,auditorlicenseno.4451,and/orMs.SiriwanSuratepin,auditor licenseno.4604ofErnstandYoungOfficeLimitedtobetheCompany'sExternalAuditorsfortheyear2012withtheauditfeesfortheCompanyanditssubsidiariesat7,518,000Baht.

Overall view and remarks as a result of performance under the charter The Audit Committee continuously regularly reviewedadjustingtheAuditCommitteeChartertobemoreappropriate,aswellasconductedaself-assessmentofitsperformancewhichconsistsofreviewingitscomposition,activities,anddealingwiththeManagementandtheExternalAuditoraccordancewiththebest practice guidelines from the Stock Exchange of ThailandandtheAuditCommitteeCharter.TheAuditCommitteecametotheconclusionthatthescopeandperformancewereinlinewiththeAuditCommitteeCharterthatfurtherenhancedthegoodCorporateGovernanceoftheCompanyinanappropriatemanner.

Mr. Paitoon TaveebholChairman of the Audit Committee

9 March 2012

199Annual Report

2011

TheCorporateGovernanceCommitteeheldandimplementedtheCompany’sbusinessoperationsinaccordancewiththepolicyofgoodcorporategovernancethathasreceivedtheapprovalfromtheCompany’sBoardofDirectors,andalsofollowedtheprinciplesandregulationsoftheStockExchangeofThailand.Therefore,theCommittee performed the role of corporate governance of thecompanyaswellascontinuouslyconductedanddevelopeditsdutiesuptothepresenttime.TheCommitteerealizedthatthecorporategovernancewasakeyfactorinbuildingconfidencewithinvestors,customers,andall relatedstakeholdersandlaidthefoundationsforsustainablebusinessdevelopmentoftheCompany. In 2011, a total of 4 Corporate Governance Committeemeetingswereheld.Theobjectivesofthesemeetingsweretoestablishthepolicy,reviewtheworkingplan,andfollowuptheoutcomesofthefunctionsofcorporategovernancethatweretobeinaccordancewiththeestablishedcorporategovernancepolicyandplansbyretainingthestandardstobeofasatisfactorylevelforfuturedevelopment.TheCompanystillprovidedopportunitiesfor shareholders to have the right to propose agenda itemsandnominate qualifiedpersons to take up a position on theBoardintheannualgeneralmeetingofshareholdersaswellassubmitanyenquiriesinadvancethatrequiredaddressingintheannualgeneralmeetingofshareholders,thiswaspublishedontheCompany’swebsite.Inaddition,theCorporateGovernanceCommittee progressed in providing knowledge relating to thepracticesofthepolicyofcorporategovernancetotheBoardofDirectorsandManagementregularlywheredeterminedthattheCompanydidreviewandevaluatethecorporategovernancebyitself(CorporateGovernanceSelfRating)inordertoknowthecorporategovernanceperformanceof theCompany,anddatawereobtainedfromself-evaluationtobeusedfortheadjustmentoftheCompany’scontinuousdevelopment.

Inprovidingopportunitiesforcomplaintsthatwereinlinewiththeprinciplesofcorporategovernance,theCompanyopenedacommunicationschannelforshareholders,customers,andtherelatedstakeholderstolodgeacomplaintwhenevertheysawanissueofcorruptionand/ordishonestywiththeSecretaryoftheCorporateGovernanceCommittee(Ms.RumpaKumhomreun,CFOandVicePresidentoftheAccountingandFinanceDepartment)

•Email:[email protected]

•sendallrelateddocumentstotheOfficeoftheVicePresidentoftheAccountingandFinanceDepartment,97/11,7thFloor,RatchadamriRoad,Lumpini,Pathumwan,Bangkok10330Tel.:026550666Ext.4062.

In 2011, the Corporate Governance Committee conducted the following aspects:

•ReviewedandadjustedtheCorporateGovernanceCharteranddisseminatedtheaforesaidCharterontheCompany’swebsite.

•Submitted the annual report that reported thepracticesof corporate governance to the Board of Directors andManagementintheBoardofDirectors’Meeting.

•Reviewed and scrutinized the Company’s performancein accordancewith the related laws and followed thesetprincipalsof theStockExchangeofThailandandtheSecuritiesandExchangeCommission.

•DeterminedthestandardsforreportingtheconflictofinterestoftheBoardofDirectorsandManagementincludingbusinesspartners.

•Supported the modification of the internal auditingstructureoftheCompanybycoordinatingwiththeAuditingCommittee.

•ArrangedaCodeofConductGuidelinetobeutilizedasamechanismforconductingbusiness inacreativemannerfortheBoardofDirectorsandManagementofalllevels.

•GeneratedunderstandingandgavehighprioritytoCorporateSocialResponsibility(CSR).

In 2011, the Company obtained the evaluation of the CGRating from the Thai Institute of Directors Association (IOD) thatshowedalevelof“VeryGood”.ThisclearlyreflectedtheintentionoftheCompany’sbusinessoperationsundertheprinciplesofgoodcorporategovernancethatwillcreateaddedvalueaswellasstablecontinuityfortheCompany.Inaddition,thiswillfurtherenhancethebenefitsfortheshareholdersandrelatedstakeholdersforthelongterm.TheCorporateGovernanceCommitteeisveryawareofitsresponsibilitiesandwillcontinuetofurtherdevelop.

(Mr. Nontaphon Nimsomboon)Chairman of the Corporate Governance Committee

Report of the

Corporate Governance Committee


TheBigCSupercenterPublicCompanyLimitedhadtheRiskManagementCommitteesuperviseandmanageaswellasorganizetheCompany’sriskmanagementaccordingtothestrategicplanforthedevelopmentoftheenterpriseriskmanagementsysteminordertohaveprolongedefficiency.ThishadbeensupportedwiththecooperationfromalllevelsoftheCompany.Thiscanbesummarizedasfollows:

1. Processes of risk management and risks of the Company The Company took into consideration and adjustedthe processes of the riskmanagement in order to generateconfidence in the riskmanagement and internal controls thatweresatisfactorilyeffectivesubjecttotheacceptablelevelofriskandappropriatefortheever-changingenvironment.Thespecificrisksthatimpactedthestrategiesandoperationalplanhadbeenidentified,includingstrategicrisk,operationalrisk,financialrisk,andcompliancerisk.Therefore,ariskmapwasconductedinordertoseethecorrelationbetweenimpactandlikelihoodofthoserisks.Furthermore,anevaluationoftheeffectivenessofthecurrentinternalcontrolswasdone,sotocreateaconsequenceoftheresidualrisksfortheCompanyoverall.

2. Response to the risk of the Company Fortherisksthatwerehigherthantheacceptablelevel,theRiskManagercoordinatedwiththevariousrelateddepartmentsto initiate a Risk Treatment Plan. This was done to createconfidenceinthoseriskswouldreceivethenecessaryappropriateriskmanagementandinternalcontrols.

3. Procedures for following up the risk management ProgresswasmadeinoperationofthesetrisktreatmentplanandthemajorrisksoftheCompanyweresuccessivelyfollowedupthroughthereportsfromtherelateddepartments.Thiswouldhelpthemrecognizethevariousincidents,whichindicatedthetrendsoftheincreasingrisksandproceedwiththepreventionorsolutioninatimelymannerbeforetheycouldcauseanynegativeimpactontheCompany.Moreover,theimplementationofKeyRiskIndicators(KRI)wasconducted.ThisisatoolformeasuringtheactivitiesthatmighthaveincreasedrisksontheCompanyaswellasanearlywarningsystemtosearchforthecausesbeforehandandsolvethem.

4. Risk management training TheCompanyregularlyconductedtrainingforemployees,especiallynewstaffasapartoftheNewEmployeeOrientationProgram.Thus,allnewemployeesreceivedknowledgeaboutthemajorproceduresoftheCompany’sriskmanagementinordertocontinueenterpriseriskmanagementprocess.

5. Crisis Management Plan TheCompanyrealizedtheimportanceofcrisismanagement;consequently, it assigned the RiskManagementManager andrepresentatives from the related departments create a CrisisManagement Planwith somemodifications that allowed it tohaveincreasedefficiency.Additionally,theCompanyorganisedtheCrisisManagementCommitteecomprisingtheexecutivefromeachdepartmentinordertoconductthepracticesaccordingtothesetplanandsolvevariousproblemsthatarose.Withregardto theflooding that occurred in 2011, theCompany receivedsomenegativeimpact,butwasstillabletoconductitsbusinessoperations as usual. Thus, the Company conducted a crisismanagementplan forallbranchesandwarehouses thatwereaffectedinwhichtheywereabletoreturntonormalcyinaveryshorttime.

In accordance with the aforementioned, the Companybelieves that the procedures of riskmanagement have beenimplementedandcanbecarefullyfollowedup.Thus,thiswillfurther help the Company to accomplish its set objectives inaccordancewith thesetbusinessplan. Furthermore, thiscancreateaddedvaluefortheCompany,andtheshareholdersandstakeholdersoftheCompanywillbeinformedoftheseinitiatives,aswell.

(Mr. Yves Bernard Braibant)Chairman of the Risk Management Committee

Report of the

Risk Management Committee

Annual Report

2011201

Financial Data

202Annual Report

2011

I have audited the accompanying consolidated statement of financial position of Big C Supercenter Public Company Limited and its subsidiaries as at 31 December 2011, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the year then ended, and have also audited the separate financial statements of Big C Supercenter Public Company Limited for the same period. These financial statements are the responsibility of the management of the Company and its subsidiaries as to their correctness and the completeness of the presentation. My responsibility is to express an opinion on these financial statements based on my audit. The consolidated financial statements of Big C Supercenter Public Company Limited and its subsidiaries and the separate financial statements of Big C Supercenter Public Company Limited for the year ended 31 December 2010, as presented herein for comparative purposes, were audited in accordance with generally accepted auditing standards by another auditor of our firm who expressed an unqualified opinion on those statements, under her report dated 21 February 2011.

I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Big C Supercenter Public Company Limited and its subsidiaries and of Big C Supercenter Public Company Limited as at 31 December 2011, and the results of their operations and cash flows for the year then ended, in accordance with generally accepted accounting principles.

Without qualifying my opinion on the aforementioned financial statements, I draw attention to Note 15 to the financial statements. On 7 January 2011, the Company acquired 100 percent shareholdings in CenCar Limited, Nava Nakarintr Limited, and SSCP (Thailand) Limited (collectively “CenCar Group”) from their former shareholders. The Company has assessed the fair value of identifiable assets acquired and liabilities assumed at the acquisition date and the assessment process has been completed in the fourth quarter of 2011 within the period of twelve months from the acquisition date allowed by Thai Financial Reporting Standard number 3 (revised 2009). During this measurement period, the Company obtained further information on the fair value of part of the assets and liabilities and has retrospectively adjusted the provisional amount recognised at the acquisition date, as mentioned in the notes to financial statements.

In addition, as described in Note 3 and Note 5 to the financial statements, during the current year, the Company and its subsidiaries adopted a number of revised and new accounting standards issued by the Federation of Accounting Professions and new accounting policies, and applied them in the preparation and presentation of the financial statements. The Company and its subsidiaries have restated the financial statements as at 31 December 2010 and for the year then ended to reflect the changes in accounting policies resulting from the adoption of these new accounting standards and new accounting policies. In my opinion, the adjustments made for the preparation of the restated statements are appropriate and have been properly applied.

Wichart LokatekraweeCertified Public Accountant (Thailand) No. 4451

Ernst & Young Office LimitedBangkok: 10 February 2012

Report of Independent AuditorTo the Shareholders of Big C Supercenter Public Company Limited

Report of Independent Auditor

Annual Report

2011203

Summary of

Financial Data Analysis

Balance Sheets (Unit: Million Baht)2011 % 2010 % 2009 %

(adjusted)1

Assets Cash and cash equivalents 7,422 8% 5,132 13% 1,951 5%

Inventories 8,941 10% 5,129 13% 5,785 16%

Other current assets 4,538 5% 2,241 6% 1,860 5%

Total current assets 20,901 23% 12,502 32% 9,596 26%

Property, plant and equipment 21,300 23% 14,640 37% 23,145 63%

Goodwill 26,722 29% 361 1% – 0%

Other non-current assets 21,803 24% 12,030 30% 3,957 11%

Total Assets 90,726 100% 39,533 100% 36,698 100%

Liabilities and shareholders’ equity Short-term loans 36,500 40% – 0% – 0%

Trade account payable 24,980 28% 16,442 42% 13,308 36%

Other current liabilities 2,462 3% 1,608 4% 3,376 9%

Total current liabilities 63,942 70% 18,050 46% 16,684 45%

Other non-current liabilities 3,264 4% 1,388 4% 1,081 3%

Total liabilities 67,206 74% 19,438 49% 17,765 48%

Shareholders’ equity 23,520 26% 20,095 51% 18,933 52%

Total liabilities and shareholders’ equity 90,726 100% 39,533 100% 36,698 100%

Consolidated Income Statements (Unit: Million Baht)2011 % 2010 % 2009 %

(adjusted)1

Sales 102,563 100% 69,859 100% 68,058 100%

Cost of sales and service 87,325 85% 60,602 87% 63,796 94%

Gross Profit 15,238 15% 9,257 13% 4,262 6%

Rental, service and other income 11,078 11% 6,350 9% 12,530 18%

Total income 26,316 26% 15,607 22% 16,792 25%

Selling, services and administrative expenses 18,030 18% 11,619 17% 12,625 19%

Operation Income 8,286 8% 3,988 6% 4,167 6%

Finance cost 1,271 1% 6 0% 111 0%

Income before corporate tax 7,015 7% 3,982 6% 4,056 6%

Corporate tax 1,754 2% 1,149 2% 1,172 2%

Net income 5,261 5% 2,833 4% 2,884 4%

Minority interests –19 0% –17 0% –16 0%

Net income attributed to parent 5,242 5% 2,816 4% 2,868 4%

1The Company and its subsidiaries adopted the revised and new accounting standards and the changes in accounting policies.


204Annual Report

2011

Statements of cash flows (Unit: Million Baht)

2011 2010 2009

(adjusted)1

Cash flows from operating activities

Profit before income tax 7,015 3,981 3,063

Adjustments to reconcile profit before tax to net cash provided by operating activities 2,200 1,368 2,610

Operating liabilities increase –770 1,434 378

Net cash flows from operating activities 8,445 6,783 6,051

Net cash used in investing activities –41,069 –2,016 –1,160

Cash flows from financing activities

Loans 36,500 – –3,000

Dividend paid –1,571 –1,570 –1,306

Decrease in minority interest –16 –16 –16

Net cash used in financing activities 34,913 –1,586 –4,322

Net increase (decrease) in cash and cash equivalents 2,289 3,181 569

Cash and cash equivalents at the beginning of the year 5,132 1,951 1,382

Cash and cash equivalents at the end of the year 7,421 5,132 1,951

Financial Ratios2011 2010 2009 2008 2007

(adjusted)1

Average inventory days 29 33 31 30 31

Average account payable days 87 90 73 71 71

Current ratio 0.3 0.7 0.6 0.4 0.4

Gross profit margin 14.9 13.3 6.3 7.5 8.4

Net profit margin 4.6 3.7 3.6 3.7 3.5

Return on equity 24 14.4 15.8 17.3 16.5

Return on assets 8 7.4 7.8 7.9 7.7

Debt to equity ratio 1.56 – – 0.2 0.1

Earning per share 6.5 3.5 3.6 3.6 3.1

Net book value per share 29.3 25.1 23.6 21.7 19.7



Summary of

Financial Data Analysis

Annual Report

2011205

As at 31 December 2011 and 2010(Unit: Baht)

Consolidated financial statements Separate financial statements

Note 2011 2010 2011 2010

(Restated) (Restated)

Assets

Current assets

Cash and cash equivalents 8 7,421,571,489 5,131,800,224 4,701,240,886 5,071,242,773

Trade accounts receivable 9 274,292,171 179,764,544 3,554,985,934 743,007,558

Rental and other service receivable 11 2,255,955,856 1,027,503,694 1,984,170,561 981,404,556

Inventories 12 8,941,111,269 5,128,971,993 6,260,407,882 4,959,284,068

Other current assets 13 2,007,713,269 1,033,934,038 1,611,715,085 1,024,139,415

Total current assets 20,900,644,054 12,501,974,493 18,112,520,348 12,779,078,370

Non-current assets

Loans to subsidiary companies 10 – – 4,798,762,664 2,142,191

Investments in subsidiaries 15 – – 36,615,863,347 2,299,408,358

Investment properties 16 15,582,276,683 7,977,774,161 8,029,992,821 6,881,131,523

Property, plant and equipment 17 21,300,354,337 14,640,466,553 13,361,901,837 12,801,522,288

Goodwill 15.1, 20 26,722,032,240 360,621,352 – –

Leasehold rights 19 5,046,726,892 3,261,160,927 3,184,441,590 3,168,949,549

Other intangible assets 18 114,405,129 126,095,401 113,193,400 125,611,797

Deferred tax assets 29 689,811,500 358,832,352 361,818,095 345,748,360

Other non-current assets 14 369,839,704 306,183,663 320,819,241 306,183,654

Total non-current assets 69,825,446,485 27,031,134,409 66,786,792,995 25,930,697,720

Total assets 90,726,090,539 39,533,108,902 84,899,313,343 38,709,776,090

The accompanying notes are an integral part of the financial statements.

Big C Supercenter Public Company Limited and its subsidiaries

Balance Sheets

206Annual Report

2011



Note 2011 2010 2011 2010


Liabilities and shareholders' equity

Current liabilities

Short-term loans from financial institutions

21 36,500,000,000 – 36,500,000,000 –

Trade accounts and other payables 22 24,979,652,895 16,441,782,115 21,449,294,685 16,098,820,875

Current portion of unearned leasehold rights

9,848,185 11,941,724 6,853,834 8,446,826

Loans from subsidiary companies 10 – – 2,567,414,144 2,450,169,183

Income tax payable 660,831,452 287,840,803 390,008,994 190,068,967

Short-term provisions 251,038,142 156,169,026 134,427,212 156,169,026

Other current liabilities 23 1,540,989,963 1,151,818,357 1,278,138,632 1,086,392,465

Total current liabilities 63,942,360,637 18,049,552,025 62,326,137,501 19,990,067,342

Non-current liabilities

Unearned leasehold rights - net of

current portion 168,581,328 164,717,039 151,252,568 158,660,618

Provision for long-term employee benefits

24 211,915,816 133,724,242 182,673,058 133,724,242

Deferred tax liabilities 29 1,307,586,294 70,600,890 322,241,087 70,600,890

Other non-current liabilities 25 1,575,491,507 1,019,409,069 1,194,344,506 981,383,171

Total non-current liabilities 3,263,574,945 1,388,451,240 1,850,511,219 1,344,368,921

Total liabilities 67,205,935,582 19,438,003,265 64,176,648,720 21,334,436,263



Balance Sheets (continued)

Annual Report

2011207



Note 2011 2010 2011 2010


Shareholders' equity

Share capital

Registered 825,000,000 ordinary shares of Baht 10 each 38 8,250,000,000 8,250,000,000 8,250,000,000 8,250,000,000

Issued and fully paid up 801,386,574 ordinary shares of Baht 10 each 8,013,865,740 8,013,865,740 8,013,865,740 8,013,865,740

Share premium 2,245,689,584 2,245,689,584 2,245,689,584 2,245,689,584

Retained earnings

Appropriated - statutory reserve 26 901,959,479 901,959,479 825,000,000 825,000,000

Unappropriated 12,402,118,303 8,778,133,360 9,638,109,299 6,089,245,467

13,304,077,782 9,680,092,839 10,463,109,299 6,914,245,467

Other components of sharehodlers’ equity (65,753,698) 135,785,338 – 201,539,036

Equity attributable to owners of the Company 23,497,879,408 20,075,433,501 20,722,664,623 17,375,339,827

Non-controlling interests of the subsidiaries 22,275,549 19,672,136 – –

Total shareholders’ equity 23,520,154,957 20,095,105,637 20,722,664,623 17,375,339,827

Total liabilities and shareholders’ equity 90,726,090,539 39,533,108,902 84,899,313,343 38,709,776,090


......................................................................................

Directors

......................................................................................


Balance Sheets (continued)

208Annual Report

2011

For the years ended 31 December 2011 and 2010(Unit: Baht)


Note 2011 2010 2011 2010


Revenues

Sales 102,563,018,206 69,858,943,614 78,678,245,671 68,434,223,749

Rental and service income 6,985,260,406 4,199,999,800 4,556,849,217 3,985,428,612

Dividend income 15 – – 1,849,189,639 412,931,153

Other income 27 4,092,612,157 2,149,927,044 3,542,958,030 2,060,876,083

Total revenues 113,640,890,769 76,208,870,458 88,627,242,557 74,893,459,597

Expenses 28

Cost of sales and service 87,324,878,077 60,602,154,109 68,636,065,166 59,660,353,237

Selling and services expenses 15,400,921,820 9,845,242,420 10,014,760,117 9,770,568,712

Administrative expenses 2,581,476,656 1,382,152,493 2,083,434,376 1,366,554,474

Acquisition related cost 15.1 47,715,817 391,394,763 47,715,817 391,394,763

Total expenses 105,354,992,370 72,220,943,785 80,781,975,476 71,188,871,186

Profit before finance cost and corporate income tax 8,285,898,399 3,987,926,673 7,845,267,081 3,704,588,411

Finance cost (1,271,169,177) (6,452,644) (1,457,946,568) (38,522,927)

Profit before corporate income tax 7,014,729,222 3,981,474,029 6,387,320,513 3,666,065,484

Corporate income tax 29 (1,754,232,098) (1,148,564,884) (1,235,676,251) (931,413,460)

Profit for the year 5,260,497,124 2,832,909,145 5,151,644,262 2,734,652,024

Profit attributable to:

Equity holders of the Company 5,241,756,058 2,816,226,041 5,151,644,262 2,734,652,024

Non-controlling interests of the subsidiaries 18,741,066 16,683,104

5,260,497,124 2,832,909,145

Earnings per share 30

Basic earnings per share

Profit attributable to equity holders of the Company 6.54 3.51 6.43 3.41



Income statements

Annual Report

2011209



2011 2010 2011 2010


Profit for the year 5,260,497,124 2,832,909,145 5,151,644,262 2,734,652,024

Other comprehensive income:

Net gain (loss) on cash flow hedges (835,327,082) 201,539,036 (835,327,082) 201,539,036

Amortised long-term investments – 489,750 – 489,750

Transfer net loss on cash flow hedges to investment in subsidiaries 633,788,046 – 633,788,046 –

Acturial gain (loss) - net of tax (47,053,430) 17,854,421 (32,062,745) 17,854,421

Other comprehensive income for the year (248,592,466) 219,883,207 (233,601,781) 219,883,207

Total comprehensive income for the year 5,011,904,658 3,052,792,352 4,918,042,481 2,954,535,231

Total comprehensive income attributable to:

Equity holders of the Company 4,993,163,592 3,036,109,248 4,918,042,481 2,954,535,231

Non-controlling interests of the subsidiaries 18,741,066 16,683,104

5,011,904,658 3,052,792,352



Statements of comprehensive income

210

Annual Report

2011


Consolidated financial statementsEquity attributable to the Company’s shareholders

Other components of shareholders’ equity

Equity

attributable to

non-controlling

interests of

the subsidiaries

Other comprehensive income

Note

Issued and

fully paid-up

share capital Share premium

Retained earnings Unrealised

loss on

decline in

value of

long-term

investments

Net gain on

cash flow hedges

Difference resulting

from additional

purchase of

investments in

asubsidiary at a price

higher than the

net book value

Total other

components of

shareholders’

equity

Total equity

attributable to

shareholders of

the Company

Total

shareholders’

equity Appropriated

Unappropriated

Balance as at 31 December 2009

- as previously reported 8,013,865,740 2,245,689,584 884,559,479 7,836,544,562 (489,750) – (65,753,698) (66,243,448) 18,914,415,917 18,233,705 18,932,649,622

Cumulative effect of changes in

accounting policies 5 – – – (304,373,979) – – – – (304,373,979) – (304,373,979)


- as restated 8,013,865,740 2,245,689,584 884,559,479 7,532,170,583 (489,750) – (65,753,698) (66,243,448) 18,610,041,938 18,233,705 18,628,275,643

Dividend paid 32 – – – (1,570,717,685) – – – – (1,570,717,685) – (1,570,717,685)

Total income for the year (restated) – – – 2,814,226,041 – – – – 2,816,226,041 16,683,104 2,832,909,145

Total other comprehensive income (restated) – – – 17,854,421 489,750 201,539,036 – 202,028,786 219,883,207 – 219,883,207

Decrease in non-controlling interests of

the subsidiaries resulting from dividend paid – – – – – – – – – (15,244,673) (15,244,673)

Unappropriated retained earnings transferred

to statutory reserve 26 – – 17,400,000 (17,400,000) – – – – – – –

Balance as at 31 December 2010 8,013,865,740 2,245,689,584 901,959,479 8,778,133,360 – 201,539,036 (65,753,698) 135,785,338 20,075,433,501 19,672,136 20,095,105,637



Statements of changes in shareholders’ equity

Annual Report

2011

211


Consolidated financial statementsEquity attributable to the Company’s shareholders

Other components of shareholders’ equity

Equity

attributable to

non-controlling

interests of

the subsidiaries


Note

Issued and

fully paid-up


Retained earnings Unrealised

loss on

decline in

value of

long-term

investments

Net gain on

cash flow hedges

Difference resulting

from additional

purchase of

investments in

asubsidiary at a price

higher than the

net book value

Total other

components of

shareholders’

equity

Total equity

attributable to

shareholders of

the Company

Total

shareholders’

equity Appropriated

Unappropriated


- as previously reported 8,013,865,740 2,245,689,584 901,959,479 9,135,190,882 – 201,539,036 (65,753,698) 135,785,338 20,432,491,023 19,672,136 20,452,163,159


accounting policies 5 – – – (357,057,522) – – – – (357,057,522) – (357,057,522)


- as restated 8,013,865,740 2,245,689,584 901,959,479 8,778,133,360 – 201,539,036 (65,753,698) 135,785,338 20,075,433,501 19,672,136 20,095,105,637

Dividend paid 32 – – – (1,570,717,685) – – – – (1,570,717,685) – (1,570,717,685)

Total income for the year – – – 5,241,756,058 – – – – 5,241,756,058 18,741,066 5,260,497,124

Total other comprehensive income – – – (47,053,430) – (201,539,036) – (201,539,036) (248,592,466) – (248,592,466)

Decrease in non-controlling interests of

the subsidiaries resulting from dividend paid – – – – – – – – – (16,137,653) (16,137,653)

Balance as at 31 December 2011 8,013,865,740 2,245,689,584 901,959,479 12,402,118,303 – – (65,753,698) (65,753,698) 23,497,879,408 22,275,549 23,520,154,957



Statements of changes in shareholders’ equity (continued)

212

Annual Report

2011


Separate financial statements Other components of shareholders’ equity


Note

Issued and

fully paid-up


Retained earnings Unrealised loss on

decline in

value of long-term

investments

Net gain on

cash flow hedges

Total other

components of

shareholders’

equity

Total

shareholders’

equity Appropriated Unappropriated


- as previously reported 8,013,865,740 2,245,689,584 807,600,000 5,222,960,662 (489,750) – (489,750) 16,289,626,236


accounting policies 5 – – – (298,103,955) – – – (298,103,955)


- as restated 8,013,865,740 2,245,689,584 807,600,000 4,924,856,707 (489,750) – (489,750) 15,991,522,281

Dividend paid 32 – – – (1,570,717,685) – – – (1,570,717,685)

Total income for the year (restated) – – – 2,734,652,024 – – – 2,734,652,024

Total other comprehensive income

for the year (restated) – – – 17,854,421 489,750 201,539,036 202,028,786 219,883,207

Unappropriated retained earnings

transferred to statutory reserve 26 – – 17,400,000 (17,400,000) – – – –


- as restated 8,013,865,740 2,245,689,584 825,000,000 6,089,245,467 – 201,539,036 201,539,036 17,375,339,827




Annual Report

2011

213


Separate financial statements Other components of shareholders’ equity


Note

Issued and

fully paid-up


Retained earnings Unrealised loss on

decline in

value of long-term

investments

Net gain on

cash flow hedges

Total other

components of

shareholders’

equity

Total

shareholders’

equity Appropriated Unappropriated


- as previously reported 8,013,865,740 2,245,689,584 825,000,000 6,442,234,775 – 201,539,036 201,539,036 17,728,329,135


accounting policies 5 – – – (352,989,308) – – – (352,989,308)


- as restated 8,013,865,740 2,245,689,584 825,000,000 6,089,245,467 – 201,539,036 201,539,036 17,375,339,827

Dividend paid 32 – – – (1,570,717,685) – – – (1,570,717,685)

Total income for the year – – – 5,151,644,262 – – – 5,151,644,262

Total other comprehensive income

for the year – – – (32,062,745) – (201,539,036) (201,539,036) (233,601,781)

Balance as at 31 December 2011 8,013,865,740 2,245,689,584 825,000,000 9,638,109,299 – – – 20,722,664,623




214Annual Report

2011



2011 2010 2011 2010


Cash flows from operating activities

Profit before tax 7,014,729,222 3,981,474,029 6,387,320,513 3,666,065,484

Adjustments to reconcile profit before tax to net cash provided by (paid from) operating activities:

Depreciation and amortisation 3,307,076,114 2,539,618,788 2,090,573,593 2,339,865,799

Allowance (reversal) for impairment of property, plant and equipment and leasehold rights (14,087,751) 82,000,000 (5,525,291) 82,000,000

Amortisation of deferred income 1,770,750 (14,255,524) (9,001,042) (8,446,826)

Allowance (reversal) for doubtful debt 82,911,659 (3,198,026) 10,193,396 (6,696,088)

Decrease of inventory to net realisable value (reversal) 154,079,178 (17,310,223) 66,749,992 (18,030,924)

Provision for contingent liabilities (reversal) 22,150,202 (24,822,580) (21,741,814) (8,695,783)

Written off loan to subsidiary company – – – 1,637,280

Provision for long outstanding liabilities – 30,714,491 – 30,714,491

Provision for long-term employee benefits 20,690,868 21,313,899 19,515,535 21,313,899

Unrealised gain on exchange (707,154) (3,351,713) (707,154) (3,351,713)

Loss on long-term investment – 489,750 – 489,750

Loss on disposals/written off of property, plant and equipment and investment properties 52,595,995 19,940,006 2,961,439 19,795,714

Written off intangible assets 96,079,957 2,275,348 – 2,275,348

Dividend income from subsidiaries – – (1,849,189,639) (412,931,153)

Interest income (73,301,013) (3,165,915) (248,041,242) (3,296,555)

Interest expenses 1,261,632,700 6,452,644 1,448,410,092 38,522,927

Income from operating activities before changes in operating assets and liabilities 11,925,620,727 6,618,174,974 7,891,518,378 5,741,231,650



Cash flows statements

Annual Report

2011215



2011 2010 2011 2010


Cash flows from operating activities (continued)

Operating assets (increase) decrease

Trade accounts receivable (25,270,517) (39,660,249) (2,805,792,999) (55,613,069)

Inventories (2,010,030,353) 160,265,076 (1,367,873,806) 152,005,970

Other current assets (1,885,215,346) (16,820,598) (1,822,130,389) (15,562,739)

Other assets (17,711,536) (130,899,335) (19,826,095) (130,899,324)

Operating liabilities increase (decrease)

Trade accounts payable and other payables 2,929,449,909 697,962,374 5,146,750,237 718,743,585

Other current liabilities 67,371,641 657,617,735 191,746,167 633,175,638

Other non-current liabilities 171,723,694 105,522,454 199,332,573 103,780,643

Cash flows from operating activities 11,155,938,219 8,052,162,431 7,413,724,066 7,146,862,354

Cash paid for interest expenses (1,238,387,525) (6,452,644) (1,436,306,578) (37,715,711)

Cash paid for corporate income tax (1,471,982,275) (1,262,419,627) (750,418,752) (1,056,280,113)

Net cash flows from operating activities 8,445,568,419 6,783,290,160 5,226,998,736 6,052,866,530

Cash flows from investing activities

(Increase) decrease in loans to subsidiary companies – – 1,116,806,212 46,174,740

Cash paid for acquisition of subsidiary companies (Note 15.1) (34,285,112,489) – (34,285,112,489) –

Increase in investments in subsidiary (Note 15.2) – – (31,342,500) –

Repayment debt of acquired subsidiary company (2,983,486,281) – (5,913,426,685) –

Proceeds from sales of property, plant and equipment 47,779,009 12,715,033 3,014,622 12,598,282

Cash paid for purchase of property, plant and equipment and investment properties (3,693,412,506) (1,807,829,487) (3,377,517,467) (1,794,134,125)

Cash received from interest income 56,296,810 2,587,392 225,968,114 11,328,029

Increase in intangible assets (39,546,423) (9,762,639) (36,447,409) (9,696,239)

Increase in leasehold rights (171,459,936) (213,806,501) (194,659,936) (213,806,501)

Dividend income from subsidiaries – – 1,849,189,639 412,931,153

Net cash flows used in investing activities (41,068,941,816) (2,016,096,202) (40,643,527,899) (1,534,604,661)



Cash flows statements (continued)

216Annual Report

2011



2011 2010 2011 2010


Cash flows from financing activities

Increase in short-term loans from financial institutions 38,500,000,000 – 38,500,000,000 –

Repayment of short-term loans from financial institutions (2,000,000,000) – (2,000,000,000) –

Increase in loans from subsidiary companies – – 117,244,961 281,371,969

Dividend paid (1,570,717,685) (1,570,717,685) (1,570,717,685) (1,570,717,685)

Dividend paid to non-controlling interest of the subsidiaries (16,137,653) (15,244,673) – –

Net cash flows from (used in) financing activities 34,913,144,662 (1,585,962,358) 35,046,527,276 (1,289,345,716)

Net increase (decrease) in cash and cash equivalents 2,289,771,265 3,181,231,600 (370,001,887) 3,228,916,153

Cash and cash equivalents at beginning of year 5,131,800,224 1,950,568,624 5,071,242,773 1,842,326,620

Cash and cash equivalents at end of year 7,421,571,489 5,131,800,224 4,701,240,886 5,071,242,773

– – – –

Supplemental cash flow information:

Non cash items:

Purchase of property, plant and equipment for which no cash has been paid 246,926,442 163,454,099 192,421,792 166,580,757



Cash flows statements (continued)

Annual Report

2011217

1. General information Big C Supercenter Public Company Limited (“the Company”) is a public company incorporated and domiciled in Thailand. Its parent company is Casino Guichard Perrachon which was incorporated in France. The Company is principally engaged in the hypermarket business. The registered address of the Company is 97/11, 6th Floor, Rajadamri Road, Lumpini, Pathumwan, Bangkok.

As at 31 December 2011, the Company and its subsidiaries operate 221 stores (the Company only: 176 stores) (2010: the Company and its subsidiaries 117 stores and the Company only: 115 stores).

2. Basis of preparation

2.1 The financial statements have been prepared in accordance with accounting standards enunciated under the Accounting Profession Act B.E. 2547

and their presentation has been made in compliance with the stipulations of the Notification of the Department of Business Development dated 28 September 2011, issued under the Accounting Act B.E. 2543.

The financial statements in Thai language are the official statutory financial statements of the Company. The financial statements in English language have been translated from the Thai language financial statements.

The financial statements have been prepared on a historical cost basis except where otherwise disclosed in the accounting

policies.

2.2 Basis of consolidationa) The consolidated financial statements include the financial statements of Big C Supercenter Public Company Limited (“the

Company”), and the following subsidiary companies (“the subsidiaries”):

For the years ended 31 December 2011 and 2010


Notes to consolidated financial statements

218Annual Report

2011

Subsidiaries which were directly held by the Company

Company’s name Nature of business

Country of incorporation

Registered share capital

Equity interest of the Company

2011Million Baht

2010Million Baht

2011Percent

2010Percent

Chiengmai Big C (2001) Co., Ltd. Dormant Thailand 300 300 100.00 100.00

Central Superstore Limited Rental of immovable assets and holding company

Thailand 1,300 1,300 100.00 100.00

Theparak Big C Limited Rental of immovable assets and holding company

Thailand 80 80 100.00 100.00

Chiengrai Big C Co., Ltd. Rental of immovable assets Thailand 180 180 100.00 100.00

Surat Big C Limited Rental of immovable assets Thailand 200 200 100.00 100.00

Big C Distribution Co., Ltd. Dormant Thailand 1 1 100.00 100.00

CenCar Limited Retail Thailand 10,000 – 39.00 –

SSCP (Thailand) Ltd. Holding company Thailand 162 – 49.00 –

Nava Nakarintr Ltd. Holding company Thailand 1 – 100.00 –

Big C Supercenter (Lao) Co., Ltd. Retail and wholesales business

Lao People’s Democratic Republic

157 – 100.00 –

Indirect subsidiaries which were held by the Company’s subsidiaries

Company’s name Nature of business

Country of incorporation

Registered share capital

Equity interest of the Company

2011Million Baht

2010Million Baht

2011Percent

2010Percent

Investment through Central Superstore Limited

Central Pattaya Co., Ltd. Rental of immovable assets Thailand 80 80 100.00 100.00

Udon Big C Co., Ltd. Rental of immovable assets Thailand 850 850 100.00 100.00

Inthanon Land Co., Ltd. Rental of immovable assets Thailand 841 841 100.00 100.00

Investment through Theparak Big C Limited.

Big C Fairy Limited Retail Thailand 440 440 96.82 96.82

Pharam II Big C Co., Ltd. Rental of immovable assets Thailand 5 5 99.99 99.99

Pitsanulok Big C Co., Ltd. Retail Thailand 1,050 1,050 92.38 92.38

Investment through SSCP (Thailand) Ltd.

CenCar Limited Retail Thailand 10,000 – 61.00 –

Investment through Nava Nakarintr Ltd.

SSCP (Thailand) Ltd. Holding company Thailand 162 – 51.00 –

Annual Report

2011219

b) Subsidiaries are fully consolidated as from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases.

The financial statements of Big C Supercenter (Lao) Co., Ltd., whose total assets included in the consolidated financial position as

at 31 December 2011 amounted to approximately Baht 31 million, or 0.03% of the consolidated assets, were the management accounts which had not been audited by the auditor of this subsidiary.

c) The financial statements of the subsidiaries are prepared using the same significant accounting policies as the Company.

d) The assets and liabilities in the financial statements of overseas subsidiary company are translated to Baht using the exchange rate prevailing on the end of reporting period.

e) Material balances and transactions between the Company and its subsidiary companies have been eliminated from the consolidated financial statements.

f) The excess of the fair value of net assets at the date of the acquisition of the subsidiaries over related cost of investment is accounted as “Goodwill” in the consolidated statement of financial positions

g) For the books of account, upon acquisition of additional shares of subsidiaries (repurchase shares from minority interest), the excess of cost of the investment at the acquisition date over the fair value of the net asset has been presented as other components of shareholders’ equity in statement of changes in shareholder’s equity under “Difference resulting from additional purchase of investments in the subsidiary companies at a price higher than the net book value”.

h) Non-controlling interests represent the portion of profit or loss and net assets of the subsidiaries that are not held by the Company and are presented separately in the consolidated profit or loss and within equity in the consolidated statement of financial position.

2.3 The separate financial statements, which present investments in subsidiaries under the cost method, have been prepared solely for the benefit of the public.

3. Adoption of new accounting standards and changes in accounting policies during the year

3.1 Adoption of new accounting standards during the year The Company and its subsidiaries adopted a number of revised and new accounting standards, issued by the Federation

of Accounting Professions, as listed below.

a) Accounting standards adopted by the Company and its subsidiaries in their financial statements for the year ended 31 December 2010 Accounting standards: Framework for the Preparation and Presentation of Financial Statements (revised 2009) TAS 27 (revised 2009) Consolidated and Separate Financial Statements Financial reporting standard:

TFRS 3 (revised 2009) Business Combinations

220Annual Report

2011

b) Accounting standards adopted by the Company and its subsidiaries in their financial statements for the year ended 31 December 2011.

Accounting standards:

TAS 1 (revised 2009) Presentation of Financial Statements

TAS 2 (revised 2009) Inventories

TAS 7 (revised 2009) Statement of Cash Flows

TAS 8 (revised 2009) Accounting Policies, Changes in Accounting Estimates and Errors

TAS 10 (revised 2009) Events after the Reporting Period

TAS 11 (revised 2009) Construction Contracts

TAS 12 Income Taxes

TAS 16 (revised 2009) Property, Plant and Equipment

TAS 17 (revised 2009) Leases

TAS 18 (revised 2009) Revenue

TAS 19 Employee Benefits

TAS 23 (revised 2009) Borrowing Costs

TAS 24 (revised 2009) Related Party Disclosures

TAS 26 Accounting and Reporting by Retirement Benefit Plans

TAS 28 (revised 2009) Investments in Associates

TAS 29 Financial Reporting in Hyperinflationary Economies

TAS 31 (revised 2009) Interests in Joint Ventures

TAS 33 (revised 2009) Earnings per Share

TAS 34 (revised 2009) Interim Financial Reporting

TAS 36 (revised 2009) Impairment of Assets

TAS 37 (revised 2009) Provisions, Contingent Liabilities and Contingent Assets

TAS 38 (revised 2009) Intangible Assets

TAS 40 (revised 2009) Investment Property

Financial reporting standards:

TFRS 2 Share-Based Payment

TFRS 5 (revised 2009) Non-current Assets Held for Sale and Discontinued Operations

TFRS 6 Exploration for and Evaluation of Mineral Resources

Financial Reporting Standard Interpretations:

TFRIC 15 Agreements for the Construction of Real Estate

Accounting Standard Interpretations:

SIC 21 Income Taxes - Recovery of Revalued Non-Depreciable Assets

SIC 25 Income Taxes - Changes in the Tax Status of an Entity or its Shareholders

SIC 31 Revenue-Barter Transactions Involving Advertising Services

Annual Report

2011221

These accounting standards do not have any significant impact on the financial statements, except for the following accounting standards.

TAS 12 Income Taxes (Early adopt before effective date)This accounting standard requires an entity to identify temporary differences, which are differences between the carrying amount of an asset or liability in the accounting records and its tax base, and to recognise deferred tax assets and liabilities under the stipulated guidelines. This accounting standard is effective for financial years beginning on or after 1 January 2013.

However, the Company and its subsidiaries have selected to adopt this accounting policy in the current year and restated the prior year’s financial statements, presented for comparative purpose, as though the Company and its subsidiaries initially recognised the tax effects as deferred tax assets or liabilities. The cumulative effect of the changes in the accounting policy has been presented in Note 5 to the financial statements.

TAS 19 Employee BenefitsThis accounting standard requires employee benefits to be recognised as expense in the period in which the service is performed by the employee. In particular, an entity has to evaluate and make a provision for post-employment benefits using actuarial techniques. The Company and its subsidiaries previously accounted for such employee benefits when they were incurred.

The Company and its subsidiaries have changed this accounting policy in the current year and recognise the liability in the transition period retrospectively as though the Company and its subsidiaries initially recorded these employee benefit expenses. The cumulative effect of the changes in the accounting policy has been presented in Note 5 to the financial statements.

TAS 40 (revised 2009) Investment PropertyThis accounting standard requires entities to choose to recognise investment property either under the cost model (with disclosure of fair value in the notes to financial statements) or the fair value model, whereby changes in fair value are to be recognised in profit or loss. Investment property was previously recognised under the caption of Property, Plant and Equipment, which is measured using the cost model. In adopting the new accounting policy, the Company and its subsidiaries separately present investment property and measure it using the cost model, commencing in the current year. The cumulative effect of the changes in the accounting policy has been presented in Note 5 to the financial statements.

3.2 Changes in accounting policies in the current year Revenue recognition from sales of goods - Customer loyalty programmes

Certain sales consideration is allocated to the points issued to customers which can be redeemed for discounted goods or

services in the future, with the consideration allocated to the points equal to their fair value. The fair value of the points

issued is deferred and recognised as revenue when the points are redeemed and the Company and its subsidiaries fulfil

their obligations to supply awards.

The Company and its subsidiaries have restated the prior year’s financial statements, presented for comparative purpose,

as though the Company and its subsidiaries initially applied such accounting policy. The cumulative effect of the changes

in the accounting policy has been presented in Note 5 to the financial statements.

Inventories

The Company and its subsidiaries have recalculated costs of inventories by allocating cash receipts from suppliers regarding

the purchase of products as a part of the ending balance of inventories.

The Company and its subsidiaries have restated the prior year’s financial statements, presented for comparative purpose,

as though the Company and its subsidiaries initially applied such accounting policy. The cumulative effect of the changes

in the accounting policy has been presented in Note 5 to the financial statements.

222Annual Report

2011

3.3 The effect of application of new accounting standards and changes in accounting policies during the year

4. New accounting standards issued during the years not yet effective TheFederationofAccountingProfessionsissuedthefollowingnew/revisedaccountingstandardsthatareeffectiveforfiscalyears

beginningonorafter1January2013.

Accounting standards TAS20(revised2009) AccountingforGovernmentGrantsandDisclosureofGovernmentAssistance TAS21(revised2009) TheEffectsofChangesinForeignExchangeRatesAccounting Standard Interpretations: SIC10 GovernmentAssistance-NoSpecificRelationtoOperatingActivities

TheCompany’smanagementbelievesthattheseaccountingstandardswillnothaveanysignificant impactonthefinancialstatementsfortheyearwhentheyareinitiallyapplied.

5. Cumulat ive ef fect of changes in accounting pol ic ies dur ing the current period Duringthecurrentyear,theCompanyanditssubsidiariesmadethechangestotheirsignificantaccountingpoliciesdescribedinNote3tothefinancialstatements,asaresultoftheadoptionofrevisedandnewaccountingstandardsandthechangesintheiraccountingpolicies.Thecumulativeeffectofthechangesintheaccountingpolicieshasbeenseparatelypresentedinthestatementsofchangesinshareholders’equity.

ThecumulativeeffectofthechangesinaccountingpoliciesduetotheadoptionofnewaccountingstandardsandthechangesintheCompany’sanditssubsidiaries’accountingpoliciesandrestatementofthefinancialstatements,onthebeginningbalanceofretainedearningsfor2011and2010,comprisesofthefollowing:

(Unit:ThousandBaht)Consolidated

financial statementsSeparate

financial statements

2011 2010 2011 2010

Increase (decrease) in beginning balance of retained earnings

Cumulativeeffectofchangesinaccountingpolicies:

Employeebenefits (133,724) (137,916) (133,724) (137,916)

Revenuerecognitionfromsalesofgoods-Customerloyaltyprogrammes (13,053) (13,949) (13,053) (13,949)

Inventories (498,512) (512,654) (481,360) (494,753)

Incometaxes 288,232 360,145 275,148 348,514

(357,057) (304,374) (352,989) (298,104)

(Unit:ThousandBaht)Fortheyearsended31December

Consolidatedfinancial statements

Separate financial statements

2011 2010 2011 2010

Increase (decrease) in profit

Incometaxes (92,376) (64,263) (249,311) (65,715)

Employeebenefits (20,691) (21,582) (19,515) (21,582)

Revenuerecognitionfromsalesofgoods-Customerloyaltyprogrammes (40,134) 896 (40,134) 896

Inventories (227,212) 14,143 (221,377) 13,394

(380,413) (70,806) (530,337) (73,007)

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2011223

(Unit: Thousand Baht)31 December 2010



Statements of financial position

Increase (decrease) in assets

Inventories (498,512) (481,360)

Investment properties 7,977,774 6,881,132

Property, plant and equipment (7,977,774) (6,881,132)

Deferred tax assets 358,832 345,748

(139,680) (135,612)

Increase (decrease) in liabilities and shareholders’ equity

Other current liabilities 13,053 13,053

Provision for long-term employee benefits 133,724 133,724

Deferred tax liabilities 70,600 70,600

Unappropriated retained earnings (357,057) (352,989)

(139,680) (135,612)

(Unit: Thousand Baht)31 December 2010



Income statements/Statements of comprehensive income

Increase (decrease) in revenues

Sales (377,320) (377,320)

Rental and service income (15,002) (24,774)

Other income (7,251,469) (6,999,525)

Net decrease in revenues (7,643,791) (7,401,619)

Decrease (increase) in expenses

Cost of sales 5,730,686 5,478,067

Selling expenses 2,040,255 2,034,355

Administrative expenses (133,693) (118,095)

Corporate income tax (64,263) (65,715)

Net decrease in expenses 7,572,985 7,328,612

Decrease in profit attributable to equity holders of the Company (70,806) (73,007)

Increase (decrease) in other comprehensive income

Actuarial gain - net of tax 17,854 17,854

Decrease in comprehensive income attributable to equity holders of the Company (52,952) (55,153)

Decrease in basic earnings per share (Baht) (0.07) (0.07)

The amount of adjustments affecting the financial statements as at 31 December 2010 and for the year ended 31 December 2010 was summarised below.

224Annual Report

2011

6. Significant accounting policies 6.1 Revenue recognition

Sales of goodsSales of goods are recognised when the significant risks and rewards of ownership of the goods have passed to the buyer. Sales are the invoiced value, excluding value added tax, of goods supplied after deducting discounts and allowances.

Sales of goods - Customer loyalty programmesThe Company and its subsidiaries operate a loyalty programme which allows customers to accumulate points when they purchase products in the Company’s and its subsidiaries’ retail stores. The points can then be redeemed for discounted goods or services in the future.

Certain sales consideration is allocated to the points issued, at their fair value. The fair value of the points issued is deferred and recognised as revenue when the points are redeemed and the Company and its subsidiaries fulfill their obligations to supply awards.

Rental and service incomeRental and service income are recognised proportionately over the term of the lease and service agreements.

Interest income Interest income is recognised on an accrual basis based on the effective interest rate.

DividendsDividends are recognised when the right to receive the dividends is established.

6.2 Cash and cash equivalentsCash and cash equivalents consist of cash in hand and at banks, and all highly liquid investments with an original maturity of three months or less and not subject to withdrawal restrictions.

6.3 Trade accounts receivable and allowance for doubtful accountsTrade accounts receivable are stated at the net realisable value. Allowance for doubtful accounts is provided for the estimated losses that may be incurred in the collection of receivables. The allowance is generally based on collection experiences and analysis of debt aging.

6.4 InventoriesInventories are valued at the lower of average cost and net realisable value. Costs of inventories are presented net of cash receipts from suppliers which are related to the purchase of inventories.

6.5 InvestmentsInvestments in subsidiaries are accounted for in the separate financial statements using cost method.

6.6 Investment propertiesInvestment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and allowance for loss on impairment (if any).

Depreciation of investment properties is calculated by reference to their costs on the straight-line basis over estimated useful lives within 20 - 30 years or lease period. Depreciation of the investment properties is included in determining income.

On disposal of investment properties, the difference between the net disposal proceeds and the carrying amount of the asset is recognised in profit or loss in the period when the asset is derecognised.

The fair value of investment properties are disclosed in the notes to the financial statements.

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2011225

6.7 Property, plant and equipment and depreciationLand is stated at cost. Building and equipment are stated at cost less accumulated depreciation and allowance for loss on impairment of assets. (if any).

Depreciation of plant and equipment is calculated by reference to their costs on the straight-line basis over the following estimated useful lives:Land improvements 5 - 20 yearsLeasehold improvements 5 years or lease period (maximum of 30 years) Freehold and leasehold building and improvements 5 years and 30 years or lease period (maximum of 30 years) Furniture, fixtures and office equipment 3 - 20 years Utility systems 5 years and 20 years or lease period (maximum of 20 years)Vehicles 5 years

Depreciation is included in determining income.

No depreciation is provided for land and construction in progress and project under development.

In the first and second quarters of the year 2011, a subsidiary company and the Company, respectively, reviewed useful lives of their assets to reflect the expected pattern of the future economic benefits. In this regard, the Company and the subsidiary have prospectively changed the estimated useful lives of assets.

The change resulted in increasing the profit of the Company and its subsidiaries for the year ended 31 December 2011 by Baht 887 million (1.11 Baht per share). (Separate financial statements: increasing the profit by Baht 336 million (0.42 Baht per share).

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on disposal of an asset is included in the profit or loss when the asset is derecognised.

6.8 Intangible assetsIntangible assets acquired through business combination are initially recognised at their fair value on the date of business acquisition while intangible assets acquired in other case are recognised at cost. Following the initial recognition, the intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses (if any).

Intangible assets with finite lives are amortised on a systematic basis over the economic useful life and tested for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method of such intangible assets are reviewed at least at each financial year end. The amortisation expense is charged to profit or loss.

The useful lives of intangible assets is 5 years.

Previous useful lives Revised useful lives

Leasehold improvements 5 years or lease period (maximum of 30 years)

Lease period(maximum of 30 years)

Freehold building and building improvements

5 - 20 years 30 years

Leasehold buildings Lease period (maximum of 20 years) Lease period (maximum of 30 years)

Leasehold building improvements 5 years Lease period (maximum of 30 years)

Utility systems 5 years and 20 years or lease period (maximum of 20 years)

20 years or lease period (maximum of 20 years)

226Annual Report

2011

6.9 Business combinations and goodwillBusiness combinations are accounted for using the acquisition method with the cost of the acquisition being the fair value at the acquisition date of consideration transferred, and the amount of any non-controlling interest in the acquiree. For each business combination, the acquirer measures the non-controlling interest, if any, in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets.

Acquisition-related cost are accounted for as expenses in the periods in which the costs are incurred and the services are received.

Goodwill is initially recorded at cost, being the excess of cost of business combination over the fair value of the net identifiable assets, of the acquired business.

Goodwill is subsequently carried at cost less any accumulated impairment losses with impairment being tested annually and when circumstances indicate that the carrying value may be impaired.

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the Company’s cash generating units (or group of cash-generating units) that are expected to benefit from the synergies of the combination. The Company estimates the recoverable amount of each cash-generating unit (or group of cash-generating units) to which the goodwill relates. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised in profit or loss. Impairment losses relating to goodwill cannot be reversed in future periods.

6.10 Related party transactionsRelated parties comprise enterprises and individuals that control or are controlled by the Company, whether directly or indirectly, or which are under common control with the Company.

They also include associated companies and individuals which directly or indirectly own a voting interest in the Company that gives them significant influence over the Company, key management personnel, directors and officers with authority in the planning and direction of the Company’s operations.

6.11 Long-term leases Leases of property, plant or equipment which transfer substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lower of the fair value of the leased assets and the present value of the minimum lease payments. The outstanding rental obligations, net of finance charges, are included in other long-term payables, while the interest element is charged to profit or loss over the lease period. The property, plant or equipment acquired under finance leases is depreciated over the useful life of the asset.

Operating lease payments are recognised as an expense in profit or loss on a straight line basis over the lease term.

6.12 Leasehold rightsLeasehold rights are amortised on the straight-line basis over the lease period.

6.13 Foreign currenciesTransactions in foreign currencies are translated into Baht at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into Baht at the exchange rate ruling at the end of reporting period.

Gains and losses on exchange are included in determining income.

Annual Report

2011227

6.14 Impairment of assetsAt the end of each reporting period, the Company and its subsidiaries performs impairment reviews in respect of the property, plant and equipment and other intangible assets whenever events or changes in circumstances indicate that an asset may be impaired. The Company and its subsidiaries also carries out annual impairment reviews in respect of goodwill. An impairment loss is recognised when the recoverable amount of an asset, which is the higher of the asset’s fair value less costs to sell and its value in use, is less than the carrying amount. In determining value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by a valuation model that, based on information available, reflects the amount that the Company and its subsidiaries could obtain from the disposal of the asset in an arm’s length transaction between knowledgeable, willing parties, after deducting the costs of disposal

An impairment loss is recognised in profit or loss.

In the assessment of asset impairment if there is any indication that previously recognised impairment losses may no longer exist or may have decreased, the Company and its subsidiaries estimates the asset’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The increased carrying amount of the asset attributable to a reversal of an impairment loss shall not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at a revalued amount, in which case the reversal, which exceeds the carrying amount that would have been determined, is treated as a revaluation increase.

6.15 Employee benefitsShort-term employee benefitsSalaries, wages, bonuses and contributions to the social security fund are recognised as expenses when incurred.

Post-employment benefits Defined contribution plansThe Company, its subsidiaries and its employees have jointly established a provident fund. The fund is monthly contributed by employees and by the Company. The fund’s assets are held in a separate trust fund and the Company’s contributions are recognised as expenses when incurred.

Defined benefit plans The Company and its subsidiaries have obligations in respect of the severance payments it must make to employees upon retirement under labor law. The Company and its subsidiaries treat these severance payment obligations as a defined benefit plan.

The obligation under the defined benefit plan is determined by a professionally qualified independent actuary based on actuarial techniques, using the projected unit credit method.

Actuarial gains and losses arising from post-employment benefits are recognised immediately in other comprehensive income or loss.

For the first-time adoption of TAS 19 Employee Benefits, the Company elected to recognised the transitional liability, which exceeds the liability that would have been recognised at the same date under the previous accounting policy, retrospectively as though the Company and its subsidiaries initially recorded these employee benefit expenses.

228Annual Report

2011

6.16 ProvisionsProvisions are recognised when the Company and its subsidiaries have a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

6.17 Income TaxIncome tax expense represents the sum of corporate income tax currently payable and deferred tax.

Current income taxCurrent income tax is provided in the accounts at the amount expected to be paid to the taxation authorities, based on taxable profits determined in accordance with tax legislation.

Deferred taxDeferred tax is provided on temporary differences between their carrying amounts at the reporting date and the tax bases of assets and liabilities by measuring at the tax rates that are expected to apply in the year when the asset is utilised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax liabilities are recognised for all taxable temporary differences, except:

• Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

• In respect of taxable temporary differences associated with investments in subsidiaries, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences and carry forward of unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax losses can be utilised except:

• Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

• In respect of deductible temporary differences associated with investments in subsidiaries, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

Annual Report

2011229

Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, would be recognised subsequently if new information about facts and circumstances changed. The adjustment would either be treated as a reduction to goodwill (as long as it does not exceed goodwill) if it incurred during the measurement period or in profit or loss.

6.18 DerivativesThe Company and its subsidiaries have no policy to speculate in or engage in the trading of any financial derivative instruments, other than for hedging purposes. The Company has entered into cash flow hedge to mitigate the exposure to variability in cash flows that is attributable to the foreign currency risk in forecasted transaction related to business combination by using the forward exchange contracts.

Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value.

At the inception of a hedge relationship, the Company documents the hedge relationship to which the Company wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how the Company will assess the effectiveness. The Company has assessed hedge effectiveness to ensure that the hedges are highly effective on an ongoing basis throughout the financial reporting periods for which they were designated.

The effective portion of the gain or loss on changes in the fair value of the hedging instrument designated as cash flow hedge is recognised directly in the shareholders’ equity in accordance with hedge accounting criteria, while any ineffective portion is recognised immediately as gain or loss in the profit or loss . Amounts recognised in shareholders’ equity are transferred to the profit or loss when the hedged transaction affects profit or loss.

Derivatives that do not meet the criteria for hedge accounting are initially recognised at fair value on the date on which the derivative contract is entered into and are subsequently remeasured at fair value. Any gains or losses arising from changes in fair value of derivatives are taken directly to the profit or loss .

7. Significant accounting judgments and estimates The preparation of financial statements in conformity with generally accepted accounting principles at times requires management to make subjective judgments and estimates regarding matters that are inherently uncertain. These judgments and estimates affect reported amounts and disclosures and actual results could differ. Significant judgments and estimates are as follows:

7.1 Allowance for doubtful accountsIn determining an allowance for doubtful accounts, the management needs to make judgment and estimates based upon, among other things, past collection history, aging profile of outstanding debts and the prevailing economic condition.

7.2 Allowance for diminution in value of inventory The determination of allowance for diminution in the value of inventory, requires management to make judgments and estimates. The allowance for decline in net realizable value is estimated based on the selling price expected in the ordinary course of business; and provision for obsolete, slow-moving and deteriorated inventories, is estimated based on the approximate useful life of each type of inventory. The allowance for diminution in value of inventory as determined is compared with the original balance in the books of account and the increase or decrease in allowance for diminution in value of inventory will be recognized as cost of sales and service and selling and services expenses in profit or loss.

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2011

7.3 LeasesIn determining whether a lease is to be classified as an operating lease or finance lease, the management is required to use judgment regarding whether significant risk and rewards of ownership of the leased asset has been transferred, taking into consideration terms and conditions of the arrangement.

7.4 Fair value of financial instrumentsIn determining the fair value of financial instruments that are not actively traded and for which quoted market prices are not readily available, the management exercise judgment, using a variety of valuation techniques and models. The input to these models is taken from observable markets, and includes consideration of liquidity, correlation and longer-term volatility of financial instruments.

7.5 Property, plant and equipment/DepreciationIn determining depreciation of plant and equipment, the management is required to make estimates of the useful lives and residual values of the Company’s plant and equipment and to review estimated useful lives and residual values when there are any changes.

In addition, the management is required to review property, plant and equipment for impairment on a periodical basis and record impairment losses in the period when it is determined that their recoverable amount is lower than the carrying amount. This requires judgment regarding forecast of future revenues and expenses relating to the assets subject to the review.

7.6 Investment propertyIn determining depreciation of investment property, the management is required to make estimates of the useful lives and to review estimate/useful lives when there are any change.

In addition, the management is required to review investment property for impairment on a periodical basis and record impairment losses in the period when it is determined that their recoverable amount is lower than the carrying amount. This requires judgment regarding forecast of future revenues and expenses relating to the assets subject to the review.

7.7 Goodwill and intangible assetsThe initial recognition and measurement of goodwill and other intangible assets, and subsequent impairment testing, require management to make estimates of cash flows to be generated by the asset or the cash generating units and to choose a suitable discount rate in order to calculate the present value of those cash flows.

7.8 Deferred tax assetsDeferred tax assets are recognised in respect of temporary differences only to the extent that it is probable that taxable profit will be available against which these differences can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be utilised, based upon the likely timing and level of estimate future profits.

7.9 Post-employment benefits under defined benefit plans The obligation under the defined benefit plan is determined based on actuarial techniques. Such determination is made based on various assumptions, including discount rate, future salary increase rate, mortality rate and staff turnover rate.

7.10 Litigation The Company and its subsidiaries have contingent liabilities as a result of litigation. The Company and its subsidiaries’ management have used judgment to assess the results of the litigation and believes that the Company and its subsidiaries will receive favorable ruling for the cases. However for prudent reason the management has used judgment to set up certain provision for litigation as at the end of reporting period.

7.11 Recognition and derecognition of assets and liabilities In considering whether to recognise or to derecognise assets or liabilities, the management is required to make judgement or whether significant risk and rewards of those assets or liabilities have been transferred, based on their best knowledge of the current events and arrangements.

Annual Report

2011231

8. Cash and cash equivalents

As at 31 December 2011, bank deposits in saving accounts carried interests between 0.10 and 2.50 percent per annum (2010: between 0.10 and 1.25 percent per annum).

(Unit: Thousand Baht)Consolidated



2011 2010 2011 2010

Cash 1,256,294 1,085,580 889,229 1,032,890

Bank deposits 6,165,277 1,846,220 3,812,012 1,838,353

Fixed deposit with maturity not over 3 months – 2,200,000 – 2,200,000

Total 7,421,571 5,131,800 4,701,241 5,071,243

9. Trade accounts receivable




2011 2010 2011 2010

Trade accounts receivable - related parties (Note 10)

Aged on the basis of due date:

Not yet due 123,094 81,816 2,628,200 460,369

Past due

Up to 3 months 3,153 561 853,463 187,021

3 - 6 months 184 16 8,976 316

6 - 12 months 102 409 180 434

Over 12 months 2,298 2,416 3,478 3,633

Total trade accounts receivable - related parties 128,831 85,218 3,494,297 651,773

Trade accounts receivable - unrelated parties

Aged on the basis of due date

Not yet due 145,461 94,546 60,689 91,235

Past due

Over 12 months 312 312 312 312

Total 145,773 94,858 61,001 91,547

Less: Allowance for doubtful debts (312) (312) (312) (312)

Total trade accounts receivable - unrelated parties, net 145,461 94,546 60,689 91,235

Total trade accounts receivable - net 274,292 179,764 3,554,986 743,008

232Annual Report

2011

(Unit: Million Baht)Consolidated



2011 2010 2011 2010

Transactions with subsidiary companies

Sales of goods – – 8,191 1,966

Inventory management income – – 120 29

Rental and service income – – 4 7

Interest income – – 190 –

Management fee income – – 242 –

Dividend income (Note 15.3) – – 1,849 413

Purchases of goods – – 601 63

Rental and service expenses – – 469 465

Interest expense – – 196 32

Inventory management expense – – – 13

Transactions with related companies

Other income 120 84 119 83

Rental and service income 360 263 255 240

Purchases of goods 28 24 24 22

Rental and service expenses 231 227 208 202

Management fee expense and other expenses 154 120 153 120

Tax consulting fee 2 1 2 1




2011 2010 2011 2010

Trade accounts receivable - related parties (Note 9)

Subsidiary companies – – 3,380,066 568,471

Related companies (related by common shareholders) 128,831 85,218 114,231 83,302

Total trade accounts receivable - related parties 128,831 85,218 3,494,297 651,773

Other payables - related parties (Note 22)

Subsidiary companies – – 1,752,356 101,569

Related companies (related by common shareholders) 190,907 151,267 176,904 134,374

Total other payables - related parties 190,907 151,267 1,929,260 235,943

As at 31 December 2011 and 2010, those balances of the accounts are as follows:

10. Related party transactions During the years, the Company and its subsidiaries had significant business transactions with related parties. Such transactions, which are summarised below, arose in the ordinary course of business and were concluded on commercial terms and bases agreed upon between the Company and those related parties. Pricing policy is summarised below: 1. Sales and cost of goods transactions, the prices will be based on the agreed prices between the parties. 2. Rental and service income and expenses will be based on the contract prices between the parties and according to market price. 3. Management fee income and expenses will be based on the agreed prices between the parties and/or market price. 4. Inter-company loan, interest rate will be based on the interest rate close to those charged by commercial bank to normal customer. 5. Dividend income is recognized when declared.

Significant transactions between the Company and its subsidiaries and related companies are summarised below:

Annual Report

2011233

Loans to and loans from subsidiary companies As at 31 December 2011 and 2010, the balance of loans to and loans from subsidiary companies and the movements are as follows:

(Unit: Thousand Baht)


Balance as at During the year Balance as at

31 December 2010 Increase Decrease 31 December 2011

Loans to subsidiary companies

Central Superstore Ltd. – 44,425 (44,425) –

Udon Big C Co., Ltd. – 13,409 (13,409) –

Pitsanulok Big C Co., Ltd. 75 1,604,742 (1,604,771) 46

Big C Fairy Ltd. 110 2,029,667 (2,029,433) 344

Surat Big C Ltd. – 8,244 (8,244) –

Theparak Big C Ltd. – 15,299 (15,299) –

Chiengrai Big C Co., Ltd. 1,957 12,650 (12,650) 1,957

Phraram II Big C Co., Ltd. – 1,237 (1,237) –

Chiengmai Big C (2001) Co., Ltd. – 1,966 (1,966) –

Central Pattaya Co., Ltd. – 8,186 (8,186) –

Inthanon Land Co., Ltd. – 12,759 (12,759) –

Big C Distribution Co., Ltd. – 32 (32) –

Cencar Limited – 10,769,933 (10,267,799) 502,134

Nava Nakarintr Ltd. – 185,885 (92,285) 93,600

SSCP (Thailand) Ltd. – 15,695,015 (11,494,333) 4,200,682

Total loans to subsidiary companies 2,142 30,403,449 (25,606,828) 4,798,763

Loans from subsidiary companies

Central Superstore Ltd. 380,619 282,093 (152,103) 510,609

Surat Big C Ltd. 126,050 31,220 (17,253) 140,017

Theparak Big C Ltd. 1,492,212 1,972,555 (2,255,967) 1,208,800

Chiengrai Big C Co., Ltd. 138,104 51,245 (26,772) 162,577

Big C Distribution Co., Ltd. 3,356 3,973 (3,914) 3,415

Chiengmai Big C (2001) Co., Ltd. 309,828 6,698 (4,227) 312,299

Pitsanulok Big C Co., Ltd. – 144 (99) 45

Big C Fairy Ltd. – 441 (338) 103

Cencar Limited – 5,303,470 (5,093,568) 209,902

Nava Nakarintr Ltd. – 726 (553) 173

SSCP (Thailand) Ltd. – 7,286,770 (7,267,296) 19,474

Total loans from subsidiary companies 2,450,169 14,939,335 (14,822,090) 2,567,414

234Annual Report

2011

Directors and management’s benefits During the year ended 31 December 2011 and 2010, the Company and its subsidiaries had employee benefit expenses payable to their directors and management as below.

In 2011, the Company sold accounts receivables of Baht 550 million (2010: Baht 219 million) at a discount to a financial institution without recourse. The Company derecognized such accounts receivables from the financial statements for the year ended 31 December 2011.




2011 2010 2011 2010


Short-term employee benefits 886 717 849 592

Post-employment benefits 22 19 22 18

908 736 871 610

11. Rental and other service receivable




2011 2010 2011 2010

Age on the basis of due date

Not yet due 1,890,082 886,358 1,626,920 845,640

Past due

Up to 3 months 381,185 147,097 361,482 141,652

3 - 6 months 35,194 6,849 26,003 6,504

6 - 12 months 37,615 9,720 12,079 8,435

Over 12 months 122,417 35,199 17,438 28,732

Total 2,466,493 1,085,223 2,043,922 1,030,963

Less: Allowance for doubtful debts (210,537) (57,719) (59,751) (49,558)

Total rental and other service receivable - net 2,255,956 1,027,504 1,984,171 981,405

Annual Report

2011235

12. Inventories

Consolidated financial statements (Unit: Thousand Baht)

CostReduce cost to net

realisable value Inventories - net

2011 2010 2011 2010 2011 2010


Finished goods 9,246,820 5,362,151 (531,254) (310,485) 8,715,566 5,051,666

Goods in transit 225,545 77,306 – – 225,545 77,306

Total 9,472,365 5,439,457 (531,254) (310,485) 8,941,111 5,128,972

Separate financial statements (Unit: Thousand Baht)

CostReduce cost to net

realisable value Inventories - net

2111 2010 2011 2010 2011 2010


Finished goods 6,463,691 5,181,045 (361,808) (295,058) 6,101,883 4,885,987

Goods in transit 158,525 73,297 – – 158,525 73,297

Total 6,622,216 5,254,342 (361,808) (295,058) 6,260,408 4,959,284

13. Other current assets




2011 2010 2011 2010

VAT refundable 677,229 465,803 607,872 465,321

Insurance claim receivable

(Note 13.1) 1,060,422 289,980 789,943 289,980

Derivative assets – 201,539 – 201,539

Deferred expenses 84,014 – 84,014 –

Others 186,048 76,612 129,886 67,299

Total other current assets 2,007,713 1,033,934 1,611,715 1,024,139

236Annual Report

2011

13.1 Insurance claim receivable Political unrest event Due to the political unrest in Bangkok during April to May 2010, one store of the Company had faced a negative impact as a result of the fire incident on 19 May 2010. The damages from the fire incident are estimated to be approximately Baht 1,478 million which consist of damages to fixed assets of Baht 946 million (net from unclaimed portion), damage to inventory of Baht 96 million, business interruption loss of Baht 352 million and other damages of Baht 84 million. For all of the above stated damages, the management is virtually certain that there is insurance recovery for all of the losses and had therefore recorded the insurance recovery income in the same period.

During the year 2010 and 2011, the Company received cash recovery for the insurance claim of approximately Baht 401 million and Baht 662 million, respectively. The Company recorded such advance as a reduction from insurance claim receivable in the financial statements as at 31 December 2010 and 2011.

Flood eventAs a result of the critical flood in many provinces during October to November 2011, 4 distribution centers, 5 hypermarkets and 15 small stores of the Company and its subsidiaries had faced a negative impact as a result of the flood incident. The damages from the flood incident are estimated to be approximately Baht 645 million (Separate financial statement: Baht 375 million) which consist of damages to inventory of Baht 105 million (Separate financial statement: Baht 54 million), business interruption loss of Baht 457 million (Separate financial statement: Baht 238 million) and other damages of Baht 83 million (Separate financial statement: Baht 83 million). Currently, 3 distribution centers, 5 hypermarkets and 13 small stores are in normal operation. For all of the above stated damages, the management is virtually certain that there is insurance recovery for all of the losses and had therefore recorded the insurance recovery income in the financial statements for the year ended 31 December 2011.

14. Other non-current assets




2011 2010 2011 2010

Prepaid services 174,028 180,850 174,028 180,850

Rental guarantee 106,494 39,084 63,592 39,084

Deposits 58,823 57,451 58,742 57,451

Others 30,495 28,799 24,457 28,799

Total other non-current assets 369,840 306,184 320,819 306,184

15. Investments in subsidiary companies

15.1 Acquisition of subsidiary companies during the yearOn 13 November 2010, the Company entered into the share purchase agreement for acquiring shares of CenCar Limited, Nava Nakarintr Limited, and SSCP (Thailand) Limited (collectively “CenCar Group”) from Carrefour Nederland B.V. and Mildew B.V. The objectives of this business acquisition are to increase its branch network throughout the Bangkok Metropolitan Area, accelerate the dual retail-property model, achieve significant synergies with current business, and expand the customer base.

Annual Report

2011237

On 5 January 2011, the Extraordinary General Meeting No.1/2011 approved the acquisition of 100 percent shareholding in CenCar Group. On 7 January 2011 (the acquisition date), the Company paid Euro 851 million (equivalent to Baht 34,030 million) for such business and settled liabilities to the financial institutions amounting to Baht 5,913 million on behalf of Nava Nakarintr Limited and SSCP (Thailand) Limited, under the conditions specified in the share purchase agreement.

On 21 September 2011, the Company entered into settlement agreement to adjust purchase price on business acquisition amounting to approximately Euro 6 million or equivalent to approximately Baht 255 million (exchange rate at the acquisition date was Baht 39.6671 per Euro). The payment was made on 3 October 2011. The Company assessed the fair value of identifiable assets acquired and liabilities assumed at the acquisition date. The assessment was completed in the fourth quarter of 2011 and within the period of twelve months from the acquisition date allowed by Thai Financial Reporting Standard number 3 (revised 2009). During the measurement period, the Company obtained further information on the fair value of part of the assets and liabilities and has retrospectively adjusted the provisional amount recognised at the acquisition date. The adjustments caused property, plant and equipment and investment property to increase by approximately Baht 4,228 million, leasehold right to decrease by approximately Baht 591 million, deferred tax assets to increase by approximately 255 million, short-term provisions to increase by approximately Baht 51 million and deferred tax liabilies to increase by approximately Baht 1,268 million.

Fair value amount of the assets acquired and the liabilities of the CenCar Group as at the acquisition date are as follows: (Unit: Thousand Baht)Cash and cash at banks 2,929,940Trade accounts receivable 69,195Inventories - net 1,956,188Other current assets 620,469Investment properties 6,624,673Property, plant and equipment 6,676,499Intangible assets 107,174Leasehold rights 1,929,143Deferred tax assets 434,572Other non-current assets 51,136Trade accounts payable (4,544,225)Short-term loans from the Company (5,913,427)Short-term provisions (72,719)Other current liabilities (1,299,166)Deferred tax liabilities (1,268,368)Other liabilities (377,382)Net assets from acquisition of subsidiary companies 7,923,702Cash paid for acquisition of the subsidiary companies 34,285,113Goodwill 26,361,411

The total cost of acquisition of Baht 439 million was recorded as expense under the caption of “Acquisition related cost” in the income statements of the consolidated and separate financial statements for the years ended 31 December 2011 and 2010, of Baht 48 million and Baht 391 million, respectively.

Goodwill of approximately Baht 26,361 million comprises the value of expected synergies and cost saving arising from the acquisition and other benefits from combining the acquirer’s and acquiree’s businesses.

For the period from 7 January 2011 to 31 December 2011, CenCar Group has contributed revenue and profit of approximately Baht 32,564 million and Baht 1,094 million, respectively, to the consolidated statement of comprehensive income. There is no significant difference had CenCar Group been included in the consolidated financial statements from 1 January 2011 to 31 December 2011.

238Annual Report

2011

* These shareholding percentage are directly held by the Company while the remaining portions are held by Nava Nakarintr Limited and SSCP (Thailand) Limited.

15.2 Registration of Subsidiary in foreign countryOn 26 July 2011, the Company obtained Foreign Investment License (FIL) from Lao People’s Democratic Republic to conduct trading activities in the form of wholesale and retail of food supplies and household articles in the Country. The investment term is thirty years.

On 2 August 2011, the Company had registered Big C Supercenter (Lao) Company Limited under the laws of Lao People’s Democratic Republic with the registered share capital of USD 5 million which is to be wholly-owned by the Company. Subsequently, in the Board of Directors’ meeting held on 19 October 2011, the board approved the fund transfer of USD 1 million (or equivalent to approximately Baht 31 million) to Big C Supercenter (Lao) Company Limited.

At 31 December 2011, the Subsidiary has not started its commercial operations.

15.3 Details of investments in subsidiaries as presented in separate financial statements are as follows:


Paid-up capital Shareholding percentage

Cost Dividend received during the year

Company name 2011Million Baht

2010Million Baht

2011%

2010%

2011Thousand

Baht

2010Thousand

Baht

2011Thousand

Baht

2010Thousand

Baht

Local subsidiaries

Chiengmai Big C (2001) Co., Ltd. 300 300 100.00 100.00 190,979 190,979 3,360 4,710

Central Superstore Ltd. 1,220 1,220 100.00 100.00 1,301,998 1,301,998 78,000 67,860

Theparak Big C Ltd. 80 80 100.00 100.00 380,137 380,137 592,123 315,981

Chiengrai Big C Co., Ltd. 180 180 100.00 100.00 284,994 284,994 15,660 12,780

Surat Big C Ltd. 140 140 100.00 100.00 140,300 140,300 12,400 11,600

Big C Distribution Co., Ltd. 1 1 100.00 100.00 1,000 1,000 – –

Cencar Limited 8,950 – 39.00* – 13,371,194 – 1,147,647 –

SSCP (Thailand) Ltd. 162 – 49.00* – 19,868,223 – – –

Nava Nakarintr Ltd. 1 – 100.00 – 1,045,696 – – –

Foreign subsidiary

BigC Supercenter (Lao) Company Limited 31 – 100.00 – 31,342 – – –

Total investment in subsidiary companies 36,615,863 2,299,408 1,849,190 412,931

Annual Report

2011239




2011 2010 2011 2010

Net book value at beginning of year 7,977,774 8,061,628 6,881,132 6,900,901

Transfer from property, plant and equipment - net 951,470 – 724,455 –

Acquisition of a subsidiary during the year (Note 15.1) 6,624,673 – – –

Acquisitions/Transfer in 838,824 488,471 850,609 487,029

Disposals - net book value (4,151) (21,850) (124) (21,850)

Depreciation charged (806,314) (550,475) (426,079) (484,948)

Net book value at end of year 15,582,276 7,977,774 8,029,993 6,881,132


Consolidated financial statements


31 December 2011

Cost 24,906,352 11,576,542

Less Accumulated depreciation (9,324,076) (3,546,549)

Net book value 15,582,276 8,029,993

31 December 2010

Cost 11,956,486 9,755,520

Less Accumulated depreciation (3,978,712) (2,874,388)

Net book value 7,977,774 6,881,132

A reconciliation of the net book value of investment properties for the years 2011 and 2010 is presented below.

The fair value of the investment properties as at 31 December 2011 was Baht 33,671 million (The Company only: Baht 20,338 million).

The fair values of the above investment properties have been determined based on valuations performed by an accredited independent valuer. The fair value of the leasehold land and building has been determined based on the income approach. The main assumptions used in the valuation are yield rate, inflation rate, long-term vacancy rate and long-term growth in real rental rates. As at 31 December 2011, certain investment property items have been fully depreciated but are still in use. The gross carrying amount before deducting accumulated depreciation and allowance for impairment loss of those assets amounted to approximately Baht 2,597 million (2010: Baht 725 million) (Separate financial statements: Baht 604 million (2010: Baht 495 million)).

16. Investment properties The net book value of investment properties as at 31 December 2011 and 2010 is presented below.

240

Annual Report

2011

17. Property, plant and equipment



LandLand

improvementsLeasehold

improvements

Freehold andleasehold

building andimprovements

Furniture, fixture and

office equipment

Utilitysystems Vehicles

Construction inprogress and

projects under development Total

Cost values:

31 December 2009 4,005,337 54,440 1,180,578 9,067,820 6,943,108 5,760,890 7,357 314,202 27,333,732

Acquisitions/Transfer in 167,133 29,546 158,942 252,163 410,284 338,089 – 1,377,459 2,733,616

Disposals/Transfer out/Written off – – (2,466) (29,213) (737,496) (122,644) (24) (1,277,601) (2,169,444)

31 December 2010 4,172,470 83,986 1,337,054 9,290,770 6,615,896 5,976,335 7,333 414,060 27,897,904

Acquisition of a subsidiary during the year 1,077,819 7,537 352,945 5,436,548 4,078,487 3,097,245 797 3,714 14,055,092

Acquisitions/Transfer in 228,809 24,418 320,353 426,718 1,586,598 516,044 522 2,279,330 5,382,792

Transfer to investment properties (431,350) (6,609) – (703,309) – (232,730) – – (1,373,998)

Depreciation on disposals/ Transfer out/Written off – – (2,893) (23,377) (728,200) (31,458) (7,496) (2,257,071) (3,050,495)

31 December 2011 5,047,748 109,332 2,007,459 14,427,350 11,552,781 9,325,436 1,156 440,033 42,911,295

Accumulated depreciation:

31 December 2009 – 31,109 679,460 3,605,204 5,184,337 2,747,023 3,071 – 12,250,204

Depreciation for the year – 9,326 99,827 547,887 728,703 350,189 1,382 – 1,737,314

Depreciation on disposals/ Transfer out/Written off – – (898) (23,417) (679,763) (88,979) (24) – (793,081)

31 December 2010 – 40,435 778,389 4,129,674 5,233,277 3,008,233 4,429 – 13,194,437

Acquisition of a subsidiary during the year – 4,266 104,721 1,555,566 3,383,450 2,220,046 746 – 7,268,795

Depreciation for the year – 13,823 88,022 529,995 1,029,724 436,194 911 – 2,098,669

Transfer to investment properties – (2,814) – (318,337) – (101,377) – – (422,528)

Depreciation on disposals/ Transfer out/Written off – (549) (1,764) (22,314) (640,116) (25,314) (5,437) – (695,494)

31 December 2011 – 55,161 969,368 5,874,584 9,006,335 5,537,782 649 – 21,443,879

Allowance for impairment loss:

31 December 2009 – – – – – – – – –

Increase during the year 63,000 – – – – – – – 63,000

31 December 2010 63,000 – – – – – – – 63,000

Acquisition of a subsidiary during the year – – – 75,490 6,255 28,053 – – 109,798

Increase during the year – – – 1,993 – (7,730) – – (5,737)

31 December 2011 63,000 – – 77,483 6,255 20,323 – – 167,061

Net book value:

31 December 2010 4,109,470 43,551 558,665 5,161,096 1,382,619 2,968,102 2,904 414,060 14,640,467

31 December 2011 4,984,748 54,171 1,038,091 8,475,283 2,540,191 3,767,331 507 440,033 21,300,355

Depreciation for the year:

2010 (Baht 4 million included in cost of sales and service, and the remaining balance in selling and administrative expenses) 1,737,314


Annual Report

2011

241

17. Property, plant and equipment



LandLand


improvements




office equipment




Cost values:

31 December 2009 4,005,337 54,440 1,180,578 9,067,820 6,943,108 5,760,890 7,357 314,202 27,333,732



31 December 2010 4,172,470 83,986 1,337,054 9,290,770 6,615,896 5,976,335 7,333 414,060 27,897,904

Acquisition of a subsidiary during the year 1,077,819 7,537 352,945 5,436,548 4,078,487 3,097,245 797 3,714 14,055,092


Transfer to investment properties (431,350) (6,609) – (703,309) – (232,730) – – (1,373,998)

Depreciation on disposals/ Transfer out/Written off – – (2,893) (23,377) (728,200) (31,458) (7,496) (2,257,071) (3,050,495)

31 December 2011 5,047,748 109,332 2,007,459 14,427,350 11,552,781 9,325,436 1,156 440,033 42,911,295


31 December 2009 – 31,109 679,460 3,605,204 5,184,337 2,747,023 3,071 – 12,250,204


Depreciation on disposals/ Transfer out/Written off – – (898) (23,417) (679,763) (88,979) (24) – (793,081)

31 December 2010 – 40,435 778,389 4,129,674 5,233,277 3,008,233 4,429 – 13,194,437

Acquisition of a subsidiary during the year – 4,266 104,721 1,555,566 3,383,450 2,220,046 746 – 7,268,795

Depreciation for the year – 13,823 88,022 529,995 1,029,724 436,194 911 – 2,098,669


Depreciation on disposals/ Transfer out/Written off – (549) (1,764) (22,314) (640,116) (25,314) (5,437) – (695,494)

31 December 2011 – 55,161 969,368 5,874,584 9,006,335 5,537,782 649 – 21,443,879


31 December 2009 – – – – – – – – –


31 December 2010 63,000 – – – – – – – 63,000

Acquisition of a subsidiary during the year – – – 75,490 6,255 28,053 – – 109,798

Increase during the year – – – 1,993 – (7,730) – – (5,737)

31 December 2011 63,000 – – 77,483 6,255 20,323 – – 167,061

Net book value:

31 December 2010 4,109,470 43,551 558,665 5,161,096 1,382,619 2,968,102 2,904 414,060 14,640,467

31 December 2011 4,984,748 54,171 1,038,091 8,475,283 2,540,191 3,767,331 507 440,033 21,300,355




242

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2011



LandLand


improvements




office equipment




Cost values:

31 December 2009 2,896,731 38,894 1,172,943 7,168,397 6,643,587 4,902,259 7,345 311,105 23,141,261



31 December 2010 3,063,864 68,440 1,329,419 7,391,347 6,341,391 5,115,194 7,333 410,740 23,727,728


Transfer to investment properties (286,130) (5,741) – (499,559) – (180,272) – – (971,702)

Disposals/Transfer out/ Written off – – (2,424) – (286,325) (4,411) (6,700) (2,025,481) (2,325,341)

31 December 2011 3,006,543 87,703 1,634,505 7,288,655 7,230,734 5,500,844 1,101 414,517 25,164,602


31 December 2009 – 17,675 674,935 2,331,725 4,904,380 2,083,545 3,060 – 10,015,320


Disposals/Transfer out/ Written off – – (898) (23,417) (648,756) (88,837) (12) – (761,920)

31 December 2010 – 26,641 773,644 2,771,985 4,973,428 2,313,079 4,429 – 10,863,206

Depreciation for the year – 12,280 76,618 269,515 721,819 330,594 909 – 1,411,735


Disposals/Transfer out/Written off – – (1,470) – (280,308) (4,354) (4,688) – (290,820)

31 December 2011 – 36,968 848,792 2,855,713 5,414,939 2,579,812 650 – 11,736,874


31 December 2009 – – – – – – – – –


31 December 2010 63,000 – – – – – – – 63,000

Increase during the year – – – 1,722 – 1,104 – – 2,826

31 December 2011 63,000 – – 1,722 – 1,104 – – 65,826

Net book value:

31 December 2010 3,000,864 41,799 555,775 4,619,362 1,367,963 2,802,115 2,904 410,740 12,801,522

31 December 2011 2,943,543 50,735 785,713 4,431,220 1,815,795 2,919,928 451 414,517 13,361,902




Annual Report

2011

243



LandLand


improvements




office equipment




Cost values:

31 December 2009 2,896,731 38,894 1,172,943 7,168,397 6,643,587 4,902,259 7,345 311,105 23,141,261



31 December 2010 3,063,864 68,440 1,329,419 7,391,347 6,341,391 5,115,194 7,333 410,740 23,727,728


Transfer to investment properties (286,130) (5,741) – (499,559) – (180,272) – – (971,702)

Disposals/Transfer out/ Written off – – (2,424) – (286,325) (4,411) (6,700) (2,025,481) (2,325,341)

31 December 2011 3,006,543 87,703 1,634,505 7,288,655 7,230,734 5,500,844 1,101 414,517 25,164,602


31 December 2009 – 17,675 674,935 2,331,725 4,904,380 2,083,545 3,060 – 10,015,320


Disposals/Transfer out/ Written off – – (898) (23,417) (648,756) (88,837) (12) – (761,920)

31 December 2010 – 26,641 773,644 2,771,985 4,973,428 2,313,079 4,429 – 10,863,206

Depreciation for the year – 12,280 76,618 269,515 721,819 330,594 909 – 1,411,735


Disposals/Transfer out/Written off – – (1,470) – (280,308) (4,354) (4,688) – (290,820)

31 December 2011 – 36,968 848,792 2,855,713 5,414,939 2,579,812 650 – 11,736,874


31 December 2009 – – – – – – – – –


31 December 2010 63,000 – – – – – – – 63,000

Increase during the year – – – 1,722 – 1,104 – – 2,826

31 December 2011 63,000 – – 1,722 – 1,104 – – 65,826

Net book value:

31 December 2010 3,000,864 41,799 555,775 4,619,362 1,367,963 2,802,115 2,904 410,740 12,801,522

31 December 2011 2,943,543 50,735 785,713 4,431,220 1,815,795 2,919,928 451 414,517 13,361,902




244Annual Report

2011




As at 31 December 2011:

Cost 421,144 414,358

Less: Accumulated amortisation (306,739) (301,165)

Net book value 114,405 113,193


Cost 373,784 372,669

Less: Accumulated amortisation (247,689) (247,057)

Net book value 126,095 125,612

18. Intangible assets Intangible assets which are computer software are presented as follows:




2011 2010 2011 2010

Net book value at beginning of year 126,095 157,041 125,612 156,470

Acquisition of a subsidiary during the year (Note 15.1) 107,174 – – –


Transferred from construction in progress 5,242 15,233 5,242 15,233

Disposals - net book value (281,137) (91,082) – (91,082)

Amortisation charged (67,573) (53,667) (54,108) (53,513)

Accumulated amortisation of written off assets 185,058 88,807 – 88,807

Net book value at end of year 114,405 126,095 113,193 125,612

A reconciliation of the net book value of intangible assets for the years 2011 and 2010 is presented below.

As at 31 December 2011, certain intangible assets have been fully depreciated but are still in use. The gross carrying amount before deducting accumulated amortisation of those assets amounted to approximately Baht 133 million (2010: Baht 113 million) (Separate financial statements: Baht 133 million (2010: Baht 113 million).

As at 31 December 2011, certain plant and equipment items have been fully depreciated but are still in use. The gross carrying amount before deducting accumulated depreciation and allowance for impairment loss of those assets amounted to approximately Baht 12,347 million (2010: Baht 5,439 million) (Separate financial statements: Baht 7,473 million (2010: Baht 4,710 million)).

Annual Report

2011245

19. Leasehold rights





Cost 8,643,692 4,867,268

Less: Accumulated amortisation (3,498,659) (1,672,177)

Allowance for impairment (98,306) (10,649)

Net book value 5,046,727 3,184,442


Cost 4,862,399 4,672,608

Less: Accumulated amortisation (1,582,238) (1,484,658)

Allowance for impairment (19,000) (19,000)

Net book value 3,261,161 3,168,950




2011 2010 2011 2010

Net book value at beginning of year 3,261,161 3,251,233 3,168,950 3,152,543

Acquisition of a subsidiary during the year (Note 15.1) 1,929,143 – – –


Written-off - net book value (674) – – –

Amortisation charged (323,388) (184,878) (187,519) (178,400)

Accumulated amortisation of written off assets 673 – – –

Decrease (increase) in provision for impairment 8,351 (19,000) 8,351 (19,000)

Net book value at end of year 5,046,727 3,261,161 3,184,442 3,168,950

A reconciliation of the net book value of leasehold rights for the years 2011 and 2010 is presented below.

246Annual Report

2011



Balance as at 31 December 2010 360,621

Goodwill acquired from business combination during the year (Note 15.1) 26,361,411

Balance as at 31 December 2011 26,722,032

20. Goodwill

21. Short-term loans from financial institutions On 20 December 2010, the Company has entered into Baht 38,500 million unsecured loan agreement with financial institutions for the purpose of funding the business acquisition (as mentioned in Note 15.1 to the financial statements). This loan carries interest at THBFIX 1M plus 0.90 percent per annum. Full settlement of this loan is to be made within one year with an option to extend the term for another 6 months. On 6 December 2011, the Company has extended the settlement date from 6 January 2012 to 7 July 2012. Under the terms of the above agreements, the Company must comply with certain conditions and restrictions stipulated in the agreements. As at 31 December 2011, short-term loan from financial institutions amounted to Baht 36,500 million.

22. Trade and other payables

23. Other current liabilities




2011 2010 2011 2010

Trade payables - unrelated parties 21,015,351 14,003,920 16,755,440 13,635,815

Other payables - related parties 190,907 151,267 1,929,260 235,943

Other payables - unrelated parties 1,628,353 1,125,687 1,279,849 1,103,022

Accrued expenses 2,145,042 1,160,908 1,484,746 1,124,041

Total trade and other payables 24,979,653 16,441,782 21,449,295 16,098,821




2011 2010 2011 2010

Vat payable 603,628 483,570 587,523 481,705

Others 937,362 668,248 690,616 604,687

Total other current liabilities 1,540,990 1,151,818 1,278,139 1,086,392

Annual Report

2011247

24. Provision for long-term employee benefits Provision for long-term employee benefits as at 31 December 2011 and 2010, which is compensations on employees’ retirement, was as follows:

Long-term employee benefit expenses included in the profit or loss for the year ended 31 December 2011 of the Company and its subsidiaries amounted to approximately Baht 21 million (2010: Baht 22 million). ((Separate financial statements: Baht 20 million (2010: Baht 22 million)). The cumulative effect of actuarial loss of the company and its subsidiaries as recognised in other comprehensive income as at 31 December 2011 was approximately Baht 42 million (2010: gain of Baht 26 million) (Separate financial statements: loss of approximately Baht 20 million (2010: gain of Baht 26 million)). Principal actuarial assumptions at the reporting date are as follows:

Amounts of defined benefit obligation for the current and previous two years are as follows:




2011 2010 2011 2010


Balance at beginning of year 133,724 137,916 133,724 137,916

Acquired at acquisition date 7,094 – – –

Current service cost 14,456 14,277 13,552 14,277

Interest cost 6,235 7,305 5,963 7,305

Actuarial losses (gains) recognised in other comprehensive income during the period

67,219 (25,506) 45,804 (25,506)

Benefits paid during the year (16,812) (268) (16,370) (268)

Balance at end of year 211,916 133,724 182,673 133,724




2011 2010 2011 2010

% p.a. % p.a. % p.a. % p.a.

Discount rate 3.8 4.1 3.8 4.1

Future salary increase rate 3.5 – 10 3 3.5 – 10 3




2011 211,916 182,673

2010 133,724 133,724

2009 137,916 137,916

248Annual Report

2011

26. Statutory reserve Pursuant to Section 116 of the Public Limited Companies Act B.E. 2535, the Company is required to set aside to a statutory reserve at least 5 percent of its net income after deducting accumulated deficit brought forward (if any), until the reserve reaches 10 percent of the registered capital. The statutory reserve is not available for dividend distribution.

27. Other income Other income mainly consists of advertising income which is charged to suppliers for the advertisements placed in the Company’s brochures, and insurance recovery income.

28. Expenses by nature Significant expenses by nature are as follows:

In addition, the Company and its subsidiaries have expenses that are other expenses by nature, but which are not included in the above; such as promotional expenses, logistics expenses, cleaning expenses, and security expenses and others.

25. Other non-current liabilities




2011 2010 2011 2010


Salary and wages and other employee benefits 5,256,397 3,317,806 3,811,098 3,231,789

Changes in finished goods inventory 4,032,908 (174,407) 1,367,874 (165,400)

Utilities expenses 2,754,500 1,655,095 1,750,521 1,593,858

Depreciation expense 2,904,982 2,287,790 1,837,814 2,094,755

Advertising expense 1,472,153 912,624 998,861 871,105

Inventory management 1,278,568 931,045 998,914 913,849

Rental and service expenses 704,694 449,305 952,042 866,495

Amortisation expenses 402,094 251,829 252,760 245,111

Acquisition related cost 47,715 391,395 47,715 391,395




2011 2010 2011 2010

Retention payables 91,168 48,076 75,833 48,076

Deposits for rental and others 1,484,323 971,333 1,118,512 933,307

Total other non-current liabilities 1,575,491 1,019,409 1,194,345 981,383

Annual Report

2011249

29. Income tax 29.1 Income tax expenses for the years ended 31 December 2011 and 2010 are made up as follows:

29.2 Reconciliation between income tax expenses and the product of accounting profit multiplied by the applicable tax rates for the years ended 31 December 2011 and 2010.

The amounts of income tax relating to each component of other comprehensive income for the years ended 31 December 2011 and 2010 are as follows:




2011 2010 2011 2010


Current income tax

Current income tax charge 1,658,728 1,087,099 981,883 868,349

Adjustments in respect of current income tax of previous year 3,128 (2,797) 4,482 (2,651)

Deferred tax:

Relating origination and reversal of temporary differences 399,703 64,263 226,957 65,715

Effects of changes in the applicable tax rates (307,327) – 22,354 –

Income tax expense reported in the income statement 1,754,232 1,148,565 1,235,676 931,413




2011 2010 2011 2010


Accounting profit before tax 7,014,729 3,981,474 6,387,320 3,666,065

Applicable tax rate 30% 30% 30% 30%

Accounting profit before tax multiplied by applicable tax rate 2,104,419 1,194,442 1,916,196 1,099,820

Adjustment in respect of current income tax of previous year 3,128 (2,797) 4,482 (2,651)

Effects of changes in the applicable tax rates and step rates (307,327) (15,000) 22,354 (15,000)

Unrecognised tax losses 60,614 – – –

Tax effect of non-taxable dividend income – – (554,757) (123,879)

Tax exemption from political unrest (118,327) – (118,327) –

Tax effect of loss on investment in subsidiary which liquidation – (15,300) – (15,300)

Recognition of previously unrecognized deferred tax assets (31,325) – (31,325) –

Others 43,050 (12,780) (2,947) (11,577)

Income tax expenses reported in the income statement 1,754,232 1,148,565 1,235,676 931,413




2011 2010 2011 2010


Income tax relating to actuarial gains (losses) charged directly to other comprehensive income (20,166) 7,652 (13,741) 7,652

250Annual Report

2011

29.3 As at 31 December 2011 and 2010, the components of deferred tax assets and deferred tax liabilities are as follows:

In October 2011, the cabinet passed a resolution to reduce the corporate income tax rate from 30 percent to 23 percent in 2012, and then to 20 percent from 2013. In addition, in order to comply with the resolution of the cabinet, in December 2011, the decrease in tax rates for 2012-2014 were enacted through a royal decree. The Company and its subsidiaries reflected the changes in tax rates in its deferred tax calculation, as presented above. As at 31 December 2011, subsidiaries have unused tax losses of approximately Baht 202 million. Deferred tax assets have not been recognized in respect of such tax losses because the management determined that there is uncertainty as to whether adequate sufficient taxable profits will be available to utilise the deferred tax asset.




2011 2010 2011 2010


Deferred tax assets

Allowance for doubtful debts 42,170 17,333 12,013 14,867

Allowance for diminution in value of inventory 122,188 93,145 83,216 88,517

Allowance for impairment of assets 53,073 24,600 15,295 24,600

Provision for suppliers’ discounts 233,522 149,554 161,629 144,408

Provision for long-term employee benefits 42,480 47,769 36,628 47,769

Fair value adjustment of subsidiary’s assets regarding business combination 112,234 – – –

Short-term provisions 52,886 16,921 27,922 16,921

Provision for customer loyalty program 16,131 3,916 12,233 3,916

Effect from long-term lease agreement 8,858 4,750 6,847 4,750

Others 6,269 844 6,035 –

Total 689,811 358,832 361,818 345,748

Deferred tax liabilities

Fair value adjustment of subsidiary’s assets regarding business combination

(815,884) – – –

Change in useful lives of assets (186,341) – (70,728) –

Insurance claim receivable (305,361) (70,077) (251,513) (70,077)

Others – (523) – (523)

Total (1,307,586) (70,600) (322,241) (70,600)

Net (617,775) 288,232 39,577 275,148

Annual Report

2011251

33. Commitments and contingent liabilities Commitments and contingent liabilities as at 31 December 2011 are summarised as follows:

33.1 The Company and its subsidiaries had outstanding guarantees of approximately Baht 425 million (2010: Baht 219 million) and approximately Baht 227 million for the Company (2010: Baht 213 million) as issued by the banks on behalf of the Company and its subsidiaries for the government agencies in respect of guarantee for electricity usage and others as required in the normal course of business.

33.2 The Company and its subsidiaries entered into land lease and sub-lease agreements with individuals, related companies and other companies for the construction of office buildings and stores for periods ranging from one year to thirty years.

Dividends Approved by Total dividends(Thousand Baht)

Dividend per share(Baht)

Paid on

2010

Final dividend from 2009 income

Annual General Meeting of the shareholders on 28 April 2010 1,570,718 1.96 May 2010

Total dividends for 2010 1,570,718

2011

Final dividend from 2010 income

Annual General Meeting of the shareholders on 27 April 2011 1,570,718 1.96 May 2011

Total dividends for 2011 1,570,718

30. Earnings per share Basic earnings per share are calculated by dividing the net income for the year of the equity holders of the company (excluded other comprehensive income) by the weighted average number of ordinary shares in issue during the year.

31. Provident fund The Company and its employees have jointly established a provident fund in accordance with the Provident Fund Act B.E. 2530. Both employees and the Company contribute to the fund monthly at the rate of 3 and 5.5 percent of salary. The fund, which is managed by Kasikorn Asset Management Company Limited, will be paid to employees upon termination in accordance with the fund rules. Total contributions by the Company and its subsidiaries for the year 2011 amounted to approximately Baht 94 million (2010: Baht 68 million) and Baht 78 million for the Company (2010: Baht 67 million).

32. Dividends Dividends declared in the years of 2011 and 2010 consist of the following:

252Annual Report

2011

As at 31 December 2011, the Company and its subsidiaries have subleased part of the space under the non-cancellable agreements and expect to receive sublease payments of approximately Baht 107 million (Separate financial statements: Baht 74 million). During the year 2011, the Company and its subsidiaries had recognized rental expenses of Baht 24 million and sublease revenue of Baht 14 million (Separate financial statements: rental expenses of Baht 11 million and sublease revenue of Baht 5 million).

The above lease agreements stipulated certain covenants which the Company and its subsidiaries must comply.

33.3 The Company also entered into agreements relating to the transfer of leasehold right and sub-lease arrangements covering par t of buildings from existing lessors (which are two related companies). The lease contracts were made with a related company and a local company. The compensation for the transfer of leasehold right and leasing charges during the first eight years starting from 2000, are in the range of approximately Baht 688 million to Baht 1,202 million, depending on sales volume. Subsequent sub-leasing charges from the ninth year would be based on the market rate for such period, depending on conditions to be agreed between the parties.

33.4 The Company was committed to obligations under agreements with several companies for the construction of office buildings and department stores totaling approximately Baht 888 million (2010: Baht 532 million).

33.5 The Company and its subsidiaries have outstanding commitment in respect of uncalled portion of investment in subsidiaries of approximately Baht 1,427 million (Separate financial statements: Baht 685 million).

33.6 The Company entered into a logistics and distribution services agreement with a company resulting in a commitment to pay for the service fee at a percentage of goods purchased.

33.7 The Company and subsidiaries have been sued by other entities as co-defendant for breach of contracts, penalty claim and other cases in which the case is currently being considered by the Civil Court. Furthermore, the Company and its subsidiaries have been sued by certain individuals. The management believes that the Company and its subsidiaries will receive favorable ruling for the cases. However, for prudent reason the Company and its subsidiaries have set up certain provision for litigation in their account.

33.8 The Company entered into the renewal of the land lease contract and the lease and service agreement of Wongsawang Town Center Department store with a related party. These agreements cover a period of 10 years, commencing from 1 April 2006 and extendable for another two years. The rental is to be paid at the rates of Baht 458,544 per month for the 1st - 3rd year and will be increased by 15% every three years, while the 11th - 12th year rental will be paid at same rate as that of the tenth year (in accordance with the resolution of the Annual General Meeting of Shareholders of the Company on 27 April 2006).

33.9 The Company and its subsidiaries entered into the land lease contract with a related company. This agreement generally covers a period of 30 years, commencing from 17 July 1996. In consideration thereof, the Company and its subsidiaries agree to pay annual rental fee under the calculation by using initial land cost multiply by average loan rate of commercial banks. In 2011 the average loan rate is 6.25 - 7.33 % per year (2010: 5.94 - 6.20% per year).

As at 31 December 2011, future minimum lease payments required under these non-cancellable agreements were as follows.




Payable within:

Less than 1 year 708 903

1 to 5 years 2,791 1,867

More than 5 years 6,653 3,899

Annual Report

2011253

Consolidated financial statements (Unit: Million Baht)

Floatinginterest rate

Non-interestbearing

Total Effectiveinterest rate (% p.a.)

Financial Assets

Cash and cash equivalent 5,986 1,436 7,422 0.10 – 2.50

Trade accounts receivable – 274 274 –

Rental and other income receivable – 2,256 2,256 –

5,986 3,966 9,952

Financial liabilities

Short-term loans from financial institutions 36,500 – 36,500 1.87 – 4.36

Trade accounts payable – 24,980 24,980 –

36,500 24,980 61,480

33.10 The Company entered into a Memorandum of Understanding to lease the shopping center with a company in Lao People’s Democratic Republic for a period of twenty years, commencing from the soft opening of the mall and for another twenty years. The Company agrees to pay rental fees revenue sharing at the rate stated in the memorandum based on net sales.

34. Financial information by segment

The Company and its subsidiary companies’ operations are in a single industry segment of retail and are carried out in the single geographic area of Thailand. As a result, all of the revenues, operating profits and assets as reflected in these financial statements pertain to the aforementioned industry segment and geographic area.

35. Financial instruments

35.1 Financial risk management The Company and its subsidiary companies’ financial instruments, as defined under Thai Accounting Standard No. 107

“Financial Instruments: Disclosure and Presentations”, principally comprise cash and cash equivalents, trade accounts receivable, rental and other services receivable, loans from/loans to subsidiaries, and accounts payable. The financial risks associated with these financial instruments and how they are managed is described below.

Credit risk The Company and its subsidiary companies are exposed to credit risk primarily with respect to trade accounts receivable,

rental and other income receivable., and loans to subsidiary companies. They manage the risk by adopting appropriate credit control policies and procedures and therefore do not expect to incur material financial losses. In addition, they do not have high concentration of credit risk since they have a large customer base. The maximum exposure to credit risk is limited to the carrying amounts of receivables, rental and other income receivable, and loans to subsidiary companies, stated in the statement of financial position.

Interest rate risk The Company and its subsidiary companies are exposed to interest rate risk related primarily to their cash and cash

equivalents, trade accounts receivable, rental and other services receivable, loans from/loans to subsidiaries, accounts payable. However, since most of their financial assets and liabilities bear floating interest rates which are close to the market rate, the interest rate risk is expected to be minimal.

Significant financial assets and liabilities as at 31 December 2011 classified by type of interest rates are summarized in

the table below

254Annual Report

2011

Foreign currency risk The Company and its subsidiaries’ exposure in foreign currency rates relates to revenues and administrative expenses

from/to the related parties that are denominated in foreign currency. As of 31 December 2011, the Company and its subsidiaries had the following financial assets and financial liabilities

denominated in foreign currency that have not been hedged.

(Unit: Thousand)



Currency Financial assets


Financial assets


Exchange rate as at 31 December 2011

(Baht per foreign currency)

Bids Asks

US Dollar 125 931 125 931 31.5505 31.8319

Euro 1,036 2,772 1,036 2,772 40.7150 41.3397

Separate financial statements (Unit: Million Baht)

Floatinginterest rate

Non-interestbearing

Total Effectiveinterest rate (% p.a.)

Financial Assets

Cash and cash equivalent 3,627 1,074 4,701 0.10 – 2.50

Trade accounts receivable – 3,555 3,555 –

Rental and other income receivable – 1,984 1,984 –

Loans to subsidiary companies 4,799 – 4,799 1.79 – 4.36

8,426 6,613 15,039


Short-term loans from financial institutions 36,500 – 36,500 1.87 – 4.36

Trade accounts payable – 21,449 21,449 –

Loans from subsidiary companies 2,567 – 2,567 1.79 – 4.36

39,067 21,449 60,516

Annual Report

2011255

As at 31 December 2010, the Company had exposure to foreign currency risk in relation to forecasted transaction from the business combination, as discussed in Note 15.1 to the financial statements. The Company had entered into forward foreign currency contracts to hedge this risk in November 2010. Details of derivatives are presented below.

On 7 January 2011, the Company recognised net losses from the change in fair value of such derivatives of approximately Baht 634 million which was transferred from shareholders’ equity to “Investments in subsidiaries” in the separate financial statements and recognised as part of the consideration transferred for business acquisition according to Note 15.1 to the consolidated financial statements.

As at 31 December 2011, the Company and its subsidiary companies have no outstanding derivatives contract.

35.2 Fair values of financial instrumentsSince the majority of the Company and its subsidiary companies financial instruments are short-term in nature or bear floating interest rates, their fair value is not expected to be materially different from the amounts presented in the statement of financial positions.

A fair value is the amount for which an asset can be exchanged or a liability settled between knowledgeable, willing parties in an arm’s length transaction. The fair value is determined by reference to the market price of the financial instrument or by using an appropriate valuation technique, depending on the nature of the instrument.

36. Capital management The primary objectives of the Company’s capital management is to ensure that it has appropriate capital structure in order to support its business and maximise shareholder value. As at 31 December 2011, the Group’s debt-to-equity ratio was 2.86:1 (2010 was 0.97:1) and the Company’s was 3.10:1 (2010 was 1.23:1).

37. Debentures On 10 November 2003, the Extraordinary shareholder’s meeting had passed the resolution to approve the issuance of debentures of not exceeding Baht 3,000 million or in other currency with the equivalent amount due within 6 years. The debenture will be sold to specific investor and or public in accordance with the regulation of the Securities and Exchange Commission. However, as at 31 December 2011 the Company has not issued debentures under the above resolution.

Notional Amount

Derivatives Bought Sold Maturity date

Forward exchange contracts 1,128 Million USD 33,981 Million Baht 7 January 2011

Foreign currency swap contracts-Swap US Dollar and Euro 850 Million Euro 1,128 Million USD 7 January 2011

256Annual Report

2011

38. Share capital On 19 October 2011, the Company’s Board of Directors’ meeting No. 5/2011 approved the resolutions to reduce the registered share capital of the Company from the existing registered capital of Baht 8,250 million to approximately Baht 8,014 million by cancelling the authorised but unissued 23,613,426 shares with par value of Baht 10 each and to increase the registered share capital of the Company from approximately Baht 8,014 million to approximately Baht 11,514 million by issuing 350 million new ordinary shares with par value of Baht 10 each. The resolutions are to be proposed for approval at the Extraordinary general shareholders’ meeting No.2/2011 on 17 November 2011.

However, the Company had considered the impact from the floods in Thailand during October to November 2011 and that certain shareholders living in affected areas had informed the Company that they are unable to attend the Extraordinary General Meeting. In order to preserve the rights of the shareholders and to allow them to attend the meeting, the holding of the Extraordinary General Meeting No. 2/2011 will be postponed until the next practical date. The timeline for the capital increase plan and practicable date for the Extraordinary General Meeting of Shareholders will be considered by the Board of Directors to be held in 2012.

39. Reclassification To comply with the Notification of the Department of Business Development relating to the financial statements presentation as described in Note 2, and as a result of the adoption of new and revised accounting standards and new accounting policies as described in Note 3, certain amounts in the financial statements for the year ended 31 December 2010 have been reclassified to conform to the current year’s classification, without any effect to previously reported profit or shareholder’s equity, except for the restatements of the financial statements for the year 2010 as described in Note 5 to the financial statements.

40. Approval of financial statements The financial statements were authorised for issuance by the authorised directors on 10 February 2012.

Annual Report

2011257

Appendix

258

Annual Report

2011

Transaction Related Companies Contract Detail Amount (Million baht)

Comment of Independent Directors / Auditors

1. Purchase of merchandise from Chirathivat group of companies

C-Text Sakol Co., Ltd.Central Trading Co., Ltd.Central Garment Factory Co., Ltd.Central Book Distribution Co., Ltd.Textral Textile Co., Ltd.Thai Franchising Co., Ltd.Central Department Store Co., Ltd.Upfront Solution System Co., Ltd.Others

Purchase Trade Payable

27.9 3.8

Fairness market price.

2. Tax management service Service receiver : Big C Supercenter PCL. Service provider: Harng Central Department Store Co., Ltd.

Contract commencing on Mar-1-2011 to Dec-31-2011 , monthly fee of Bt 150,000

Service charge 1.5 Company’s independent director viewed that this transaction is reasonable and commercially useful for the Company and subsidiary.

3. Land leasehold contract at Big C Store (Korat branch)

Service receiver : Big C Supercenter PCL. Service provider: Tieng Chirathivat Co., Ltd.

30-year contract commencing from Dec-1-1996 to Nov-30-2026Amount of leasing option is Bt 105 million with monthly rental and service charge of Bt 275,000 which will be increased by 10% for every 3 years

Rental fee 4.8 Company’s financial advisor viewed that it is at reasonable price and independent director has no contradictory opinion.

4. Building lease of Big C store (Wongsawang branch)

Lessee : Big C Supercenter PCL.Lessor : Central Department Store Co., Ltd.

10-year contract commencing from Apr-1-2006 to Mar-31-2016 with monthly rental and service charge based on rental area and will be increased by 10% for every 3 years

Rental fee and Service Charges

44.7 External auditor viewed that the price is at market price

5. Land lease in Big C store (Ratburana branch)

Lessee: Central Superstore Ltd.Lessor: Central Thonburi Co., Ltd.

30-year contract commencing on May-1-1995 Amount of leasing option is Bt 119.9 million with yearly rental of Bt 1.2 million which will be increased by 10% for every 3 years

Rental fee 1.9 External auditor viewed that the price is at market price

Summary of Transaction with Related Companies

Annual Report

2011

259



6. Parking area leasing contract at Big C store (Ratburana branch)

Lessee: Central Superstore Ltd.Lessor: Central Thonburi Co., Ltd.

3-year contract commencing from Jan-1-2009 to Dec-31-2011, monthly rental of Bt 150,000, payable 6 months in advance


7. Land lease of Big C store (Khon Kaen branch)

Lessee : Big C Fairy Ltd.Lessor : Central Pattana (Khonkaen) Co., Ltd.

30-year contract commencing on Jul-17-1996 with yearly rental of Bt 25.8 million


8. Space service agreement for “Western Union”

Service receiver : Central Department Store Co., Ltd.Service providers : Big C Supercenter PCL.Chiang Rai Big C Ltd.Big C Fairy Ltd.

4-year contract Service Income Receivable

10.20.2

9. Land lease and service rendering contract at each branch of Big C store

Lessee : Central Restaurant Group Co., Ltd. (K.F.C.)Central Restaurant Group Co., Ltd. (Mr. Donut)Central Restaurant Group Co., Ltd. (Auntie Anne’s)Central Watson Co., Ltd.Central Trading Co., Ltd.Central Pattana PLC.Power Buy Co., Ltd.B2S Co., Ltd.Office Club (Thai) Co.,Ltd.CRC Sports Co.,LtdLessor : Big C Supercenter PCL. and subsidiaries

Leasing term ranges from 3 years to 15 years Rental feeReceivable

360.325.9

External auditor viewed that the price is at market price

10. Assignment of building rental right of Central’s building at Hua Mark

Assignee: Big C Supercenter PCL.Assignor: Ramindra Department Store Co., Ltd.Lessor : Harng Central Department Store Co., Ltd.

Lease term is 15 years and one month commencing from Apr-25-2000 to May-31-2015Amount of monthly assignment option is Bt 4.02 million with the service charges is Bt 1.7 million. The rental fee during first eight years depends on sales volume with the minimum and maximum rental fee, after that the rental fee depends on the agreed condition

Rental fee and service charge

81.4 Company’s financial advisor viewed that the transaction is justified and reasonable and will be beneficial for the company. Independent directors have no contradictory opinion.

260

Annual Report

2011



Services and facilities contract in Central’s building at Hua Mark

Service receiver : Big C Supercenter PCL.Service provider : Central Department Store Co., Ltd.

Contract term is 15 years and one month commencing on Apr-25-2000 with renewal period of 4 years and 11 months, service charge based on service area and service rate per area as determined in the contract

Company’s financial advisor viewed that the transaction is justified and reasonable and will be beneficial for the company. Independent directors have no contradictory opinion.

11. Sub-leasing contract of Fashion Island Department Store

Lessee : Big C Supercenter PCL.Lessor : Central Department Store Co., Ltd.

Leasing term of 12 years commencing from Oct-20-2003 to Oct-19-2015 with renewal period of 9 years, monthly rental fee is Bt 792,000 ; yearly rental fee is Bt 9.5 million

Rental fee and service charge

80.7 Company’s financial advisor viewed that the transaction is justified and reasonable and will be beneficial for the company. Independent directors have no contradictory opinion.

Service contract for building facility system in Fashion Island Department Store

Service receiver: Big C Supercenter PCL.Service provider : Central Department Store Co., Ltd.

15-year contract commencing from Oct-20-2000 to Oct-10-2015 with renewal period of 9 years. Service charges divided into two parts:First : based on serviced area and service rate per area as determined in the agreementSecond : during first eight years, service charge depends on sales volume with minimum and maximum charge, after that service charge depends on agreed condition

12. Land sub-leasing contract for the implementation of Central Festival Center at Pattaya

Lessee : Central Pattana PCL.Lessor : Central Pattaya Co., Ltd.

Leasing term of 21 years and 6 months commencing from Nov-1-1993 to Apr-30-2015, monthly rental fee ranging from Bt 167,500 (first year) to Bt 834,000 (last year), deposit for rental guarantee of Bt 61.7 million (partially returned for 80 times every three months to lessee on quarterly basis of Bt 771,625)

Income Payable (deposit)

9.313.6

External auditor viewed that the price is at market price

13. Leasing contract for some areas of Big C store (Pattaya branch)

Lessee : Central Pattana PCL.Lessor : Central Pattaya Co., Ltd.

Leasing term of 19 years and 4 months commencing on Dec-29-1995, leased amount of Bt 19.2 million

- External auditor viewed that the price is at market price

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2011

261



14. Contract on infrastructure system services of Big C store (Pattaya branch)

Service receiver : Central Realty Service Co., Ltd.Service provider : Central Pattaya Co., Ltd.

Service term of 19 years and 4 months commencing on Dec-29-1995, service fee of Bt 12.8 million (already paid in full)

- External auditor viewed that the price is at market price

15. Leasing contract of some area in Central Festival Center at Pattaya

Lessee : Central Pattaya Co., Ltd.Lessor : Central Pattana PCL.

Leasing term of 19 years and 9 months commencing on Jul-29-1995, leased amount of Bt 1.2 million

- At market price (external auditor’s opinion)

16. Contract of sharing expenses of Big C store (Pattaya branch)

Service receiver : Central Pattaya Co., Ltd.Service provider : Central Realty Service Co., Ltd.

Contract commencing on Jan-1-2004Service charges divided into two parts:First: monthly service charge is Bt 271,149.76 which will be increased base on economic situation and agreed condition, but not greater than 5%Second: based on usage area and actual sharing service expense.

Service charge 8.5 At market price (external auditor’s opinion)

17. The company pay for management fee and other expenses

Distribution Casino France Annual management fee Management Fee and Other expenses Payable

129.4138.7

Company’s independent director viewed that this transaction is reasonable and necessary. It is also commercially beneficial for the Company and subsidiaries.

18. Service mark license agreement

Licensee: Cavi Retail Limited (Big C Vietnam) Licensor : Big C Supercenter PCL.

5-year contract IncomeReceivable

14.93.9

19. Other incomes Service receiver : Casino InternationalService provider : Big C Supercenter PCL.

Compensate income from goods purchasing (IRTS Income), base on product type and purchase amount.

IncomeReceivable

77.982.0

20. Merchandise sourcing service

Service receiver : Big C Supercenter PCL. Service provider : Group Casino Limited

Annual management fee Service charge Payable

5.6-

21. Management fee Service receiver : Group of subsidiary companiesService provider : Big C Supercenter PCL.

Annual management fee base on sales and other income amount depends on agreed condition.

Income Receivable

242.2242.2

262Annual Report

2011

Shareholders Number of Shares Holding

% Holding

1. Casino Group : Geant International B.V. and Saowanee Holding Company Limited The group works together with others to determine and formulate management policy by nominating or appointing a person to act as the director with the authority in management. The abovementioned management policy will be submitted to the board of director for consideration and approval.

287,820,000218,280,000

35.9227.24

2. Chirathivat Group : Mrs. Wanthanee Chirathivat Mr. Suthichai Chirathivat Mr. Suthikiat Chirathivat Mr. Tos Chirathivat Mr. Suthiporn Chirathivat The group works together with others to determine and formulate management policy by nominating or appointing a person to act as the director with the authority in management. The abovementioned management policy will be submitted to the board of director for consideration and approval.

9,135,2437,093,2007,082,4005,117,1004,169,400

1.140.890.880.640.52

3. The Bank of New York (Nominees) Limited 25,509,409 3.18

4. Thai NVDR Company Limited. 20,402,604 2.55

5. UBS AG SINGAPORE BRANCH 18,000,000 2.25

6. BARCLAYS BANK PLC, SINGAPORE 15,900,000 1.98

7. Mr. Amnuay Thanarakchok 13,146,600 1.64

8. MRS. ARUNEE CHAN 12,255,431 1.53

9. Mr. Niti Osatanukrao 7,475,400 0.93

10. Mr. Poonsak Thiapairat 7,270,400 0.91

Top ten shareholders as of 31 January 2012 are as follows:

Dividend Policy of the Company and Subsidiaries The Company and its subsidiaries have set the policy to pay dividends at the rate of not less than 30 per cent of annual net profit. In the year 2008, 2009 and 2010, the Company had paid the dividends at the rate of 50%, 59% and 57% of annual net profit (of the company only) after deduction of legal reserve respectively. The subsidiaries had paid the dividends at the rate of 100% of annual net profit after deduction of legal reserve.

Major

Shareholders

Annual Report

2011263

Name Business % Holding

Paid-Up Capital(Million)

Phisanulok Big C Limited Retail 92.38 1,050

Big C Fairy Limited Retail 96.82 440

Chiang Rai Big C Limited Rental of immovable assets 100.00 180

Central Superstore Limited Rental of immovable assets and holding company

100.00 1,220

Inthanon Land Co., Ltd. Rental of immovable assets 100.00 841

Surat Big C Limited Rental of immovable assets 100.00 140

Central Pattaya Co., Ltd. Rental of immovable assets 100.00 80

Theparak Big C Limited Rental of immovable assets and holding company

100.00 80

Phraram II Big C Co., Ltd. Rental of immovable assets 99.99 5

Udon Big C Co., Ltd. Rental of immovable assets 100.00 738

Chiang Mai Big C (2001) Co., Ltd. Dormant 100.00 300

Big C Distribution Co., Ltd. Dormant 100.00 1

CenCar Limited Retail 39.00 8,950

Nava Nakarintr Limited Holding company 100.00 1

SSCP (Thailand) Limited Holding company 49.00 162

Big C Supercenter (Lao) Co., Ltd. Retail and wholesales 100.00 31

Subsidiaries which were directly and indirectly held by the Company are as follows:

Subsidiaries

264Annual Report

2011

Big C Store Information in 2011

54

2

1

7

6 9

10

12

11

1

10 14

6

4

5

3

2

11

9

7

1312

81

13

8

1

3

BIG C in Northern Region

Big C

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

13.

Phitsanulok

Chiang Mai

Chiang Rai

Hang Dong

Hang Dong 2

Lampang

Lamphun

Phetchabun

Phrae

Sukhothai

Tak

Kamphaeng Phet

Nakhon Sawan

BIG C in North-Eastern Region

Big C

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

13.

14.

Buriram

Chaiyaphum

Korat

Khon Kaen

Maha Sarakham

Sakon Nakhon

Sisaket

Surin

Ubon Ratchathani

Udonthani

Warin Chamrap

Yasothon

Amnat Charoen

Udonthani 2

Big C Extra

1. Chiang Mai 2

Big C Market

1. Lomsak

Annual Report

2011265

BIG C in Central and Eastern Region

Big C

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

Ayutthaya

Ban Pong

Ban Bueng

Chachoengsao

Chachoengsao 2

Chantaburi

Chonburi

Chonburi 3 Central

Lopburi

Lopburi 2

North Pattaya

South Pattaya

Phetchaburi

Prachinburi

Ratchaburi

Rayong

Sa Kaeo

Mahachai

Laem Thong Rayong

Big C Extra

1.

2.

Chonburi 2

Pattaya 3

Big C Market

1. Saraburi

5

1

3

8

2

6

7

17

6

18

141

1

15

2

1

4

1

2

2

BIG C in Southern Region

Big C

1.

2.

3.

4.

5.

6.

7.

8.

Hatyai

Krabi

Pattani

Phuket

Samui

Surat Thani

Chumporn

Nakhon Si Thammarat

Big C Extra

1.

2.

Hatyai 2

Phuket 2

Big C Market

1.

2.

Phang Nga

Thepkrasattri

13 122

1

1519

9

58 3

4

10

11

7

266Annual Report

2011

ใใใใใใใใใใ ใใใใใใใใใใ

BIG C in BKK and Vicinity

Big C

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

Bangna

Bangplee

Bangbon

Bangpakok

Chaengwattana

Dao Kanong

Donmuang

Ekkamai

Fashion Island

Huamark

Issaraphap

Ladprao

Lam Lukka

Nakornpathom

Navanakorn

Nongchok

Oamyai

Phetkasem

Rat Burana

20.

21.

22.

23.

24.

25.

26.

27.

28.

29.

30.

31.

32.

33.

34.

35.

36.

37.

38.

Rajdamri

Rama 2

Rama 2 (2)

Rangsit

Rangsit 2

Rangsit Khlong 3

Rattanathibeth

Rattanathibeth 2

Romklao

Samrong

Samutprakarn

Saphan Kwai

Srinakarin

Sukhaphiban 3

Suksawat

Suwintawong

Rangsit Khlong 6

Tiwanon

Wong Sawang

Big C Extra

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

Bangyai

Chaengwattana 2

Rama 4

Phetkasem 2

Ratchadaphisek

Ramindra

Ladprao 2

Lam Lukka Khlong 4

Sukhaphiban 3 (2)

Onnuch

Big C Market

1.

2.

3.

4.

5.

6.

7.

8.

Bang Pho

Hatairat

Keha Romklao

Pracha Uthit

Saimai

Suanluang

Sukhaphiban 1

Sukhaphiban 5

Big C Jumbo

1. Samrong 2

1

34

430

6

1114

17

183 19

31

21

22

7

832

33 28

35

16

12

9

5

37

38

26

27

2324

25

3615

2

8

4

3

6

1

2

7

5

4

1

7

9

2

6

1035

4

13

20

291

10 BangkokNonthaburi

Pathum Thani

Samut Prakan

Annual Report

2011267

MINI BIG C in BKK and Vicinity

Mini Big C

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

Senanikom

Udomsuk

Bor Thong

Ladprao 130

Chinnakhet

Udomsuk 51

Navanakorn

Bangplee

Chalam Nimit

Pattanakarn 20

Phra Pin 3

La Salle 24

Tha It

Rangsit Klong2

Moo Ban Sahakorn

Salaya

Don Wai

Krungthon Market

Prachachuen 12

Thipphimarn

21.

22.

23.

24.

25.

26.

27.

28.

29.

30.

31.

32.

33.

34.

35.

36.

37.

38.

39.

40.

Chaloem Phra Kiat

Buathong Village

Seri Thai 41

Wat Namdaeng

Eua Arthorn Wat Koo

Phraya Suren 38

Wongwaen Center

Nimit Mai

Muangthong Thani

Sukhaphiban 2

Soi Nong Yai

Suchart Market

Soi Pier Nont

Rattanakosin

Praeksa

Luangphaeng 5

Phetkasem 81

Luangphaeng 1

Prueksa Village 3

Phet Aree

41.

42.

43.

44.

45.

46.

47.

48.

49.

50.

51.

Bang Khan Market

Soi Khunpra

Soi Poon Charoen

Or-ngern Market

Soi Puengmee 17

Onnuch 17

Klong Payom

Soi Bearing 34

Soi Srisamith

Eua Arthorn Ladkrabang

Ratpattana

7

42 41 32

34

17

37

27

9

6 21

48

2

45

12

1046

49 24

3540

3

43

8

38 5036

30

33

4426

5151 23

28

15

18

29

19

5 1

31

16

11

13

25

20

22

39

14

4

Bangkok

Nonthaburi

Pathum Thani

Samut Prakan

268Annual Report

2011

No. Name and Address of the Branches Date of Opening

1 Big C Supercenter Public Co., Ltd. (Chaeng Wattana branch)96 Moo 1, Chaeng Wattana Road, Thung Song Hong sub-district, Lak Si district, Bangkok 10210

15 Jan 1993

2 Big C Supercenter Public Co., Ltd. *Rangsit branch*94 Phahonyothin Road, Pracha Thipat sub-district, Thanyaburi district, Pathum Thani 12130

13 May 1994

3 Big C Supercenter Public Co., Ltd. (Rat Burana branch)19 Moo 9, Rat Burana Road, Bang Prakok sub-district, Rat Burana district, Bangkok 10140

25 Nov 1994

4 Big C Supercenter Public Co., Ltd. (North Pattaya branch)78/12 Moo 9, Pattaya 2 Road, Nong Prue sub-district, Bang Lamung district, Chon Buri 20150

17 June 1995

5 Big C Supercenter Public Co., Ltd. (Wong Sawang branch)888 Pibul Songkram Road, Bang Sue sub-district, Bang Sue district, Bangkok 10800

1 Sep 1995

6 Big C Supercenter Public Co., Ltd. (Bang Phli branch)89 Moo 9, Thepharak Road, Km 13, Bang Phli Yai sub-district, Bang Phli district, Samut Prakan 10540

1 Feb 1996

7 Big C Supercenter Public Co., Ltd. (Nakhon Pathom branch)754 Phetchakasem Road, Huai Chorake sub-district, Mueang district, Nakhon Pathom 73000

1 Mar 1996

8 Big C Supercenter Public Co., Ltd. (Udon Thani branch)415 Moo 3, Mak Khaeng sub-district, Mueang Udon Thani district, Udon Thani 41000

15 Oct 1996

9 Big C Supercenter Public Co., Ltd. *Korat branch*118 Mitraphap – Nong Khai Road, Nai Mueang sub-district, Mueang Ratchasima district, Nakhon Ratchasima 30000

19 Dec 1996

10 Big C Supercenter Public Co., Ltd. (Surat Thani branch)130 Moo 1, Liang Mueang Road, Bang Kung sub-district, Mueang district, Surat Thani 84000

26 Mar 1997

11 Big C Supercenter Public Co., Ltd. (Rattana Thibet branch)6 Moo 6, Sao Thong Hin sub-district, Bang Yai district, Nonthaburi 11140

10 Apr 1997

12 Big C Supercenter Public Co., Ltd. (Rayong branch)15/11 Bang Na-Trat Road, Choeng Ngoen sub-district, Mueang district, Rayong 21000

15 Jul 1997

13 Big C Supercenter Public Co., Ltd. (Thon Buri-Paktho branch)127 Rama II Road, Samae Dam sub-district, Bang Khun Tien district, Bangkok 10510

19 Sep 1997

14 Big C Supercenter Public Co., Ltd. (Chiang Rai branch)184 Moo 25, Ropwiang sub-district, Mueang district, Chiang Rai 57000*From 24 September 1997 till 31 March 2006, this store was managed by Chiang Rai Big C Co., Ltd.*

24 Sep 1997

15 Big C Supercenter Public Co., Ltd. (Lampang branch)65 Highway Lampang – Ngaw Road, Sop Tui sub-district, Mueang Lampang district, Lampang 52100

31 Oct 1997

16 Big C Supercenter Public Co., Ltd. (Lop Buri branch)2 Moo 1, Tha Sala sub-district, Mueang Lop Buri district, Lop Buri 15000

20 Nov 1997

17 Big C Supercenter Public Co., Ltd. (Phetchaburi branch)130 Village 1, Ton Mamuang sub-district, Mueang Phetchaburi district, Phetchaburi 76000

26 Jan 1998

Big C Store Information Big C Supercenter PLC 6th Floor, 97/11 Ratchadamri Road, Lumpini subdistrict, Pathumwan district, Bangkok 10330 Tel.: 02-655-0666; Fax: 02-655-5801 Company Registration No. Bo Mo Cho 0107536000633 (previous No. Bo Mo Cho.137)

Location of the branches of Big C Supercenter PLC

Annual Report

2011269


18 Big C Supercenter Public Co., Ltd. (Hat Yai branch)111/19 Moo 4, Khlong Hae sub-district, Hat Yai district, Songkhla 90110

19 Oct 2000

19 Big C Supercenter Public Co., Ltd. (Hua Mak branch)2001 Ramkhamhaeng Road, Hua Mak sub-district, Bang Kapi district, Bangkok 10240

21 Oct 2000

20 Big C Supercenter Public Co., Ltd. (Samut Prakan branch)498/1 Sukhumvit Road, Pak Nam sub-district, Mueang Samut Prakan district, Samut Prakan 10280

2 Nov 2000

21 Big C Supercenter Public Co., Ltd. (Ubon Ratchathani branch)92 Soi Thamwithi 4, Thamwithi Road, Nai Mueang sub-district, Mueang Ubon Ratchathani district, Ubon Ratchathani 34000

28 Apr 2001

22 Big C Supercenter Public Co., Ltd. (Don Mueang branch)1 Soi Phahonyothin 50, Phahonyothin Road, Anusawari sub-district, Bang Khen district, Bangkok 10220

28 Jun 2001

23 Big C Supercenter Public Co., Ltd. (Fashion Island branch)593 Ram Intra Road, Kanna Yao sub-district, Kanna Yao district, Bangkok 10230

5 Jul 2001

24 Big C Supercenter Public Co., Ltd. (Chiang Mai branch)208 Moo 3, Tarsala sub-district, Mueang Chiang Mai district, Chiang Mai 50000*From 6 July 2001 till 30 April 2005, this store was managed by Chiang Mai Big C (2001) Co., Ltd.*

6 Jul 2001

25 Big C Supercenter Public Co., Ltd. (Suksawat branch)94 Moo18, Bang Phung sub-district, Phra Pradaeng district, Samut Prakan 10130

9 Nov 2001

26 Big C Supercenter Public Co., Ltd. (Phuket branch)72 Moo 5, Wichit sub-district, Mueang Phuket district, Phuket 83000

29 Nov 2001

27 Big C Supercenter Public Co., Ltd. (Bang Na branch)111 Bang Na-Trat Road, Bang Na sub-district, Bang Na district, Bangkok 10260

8 Feb 2002

28 Big C Supercenter Public Co., Ltd. (Lad Phrao branch)2539 Lat Phrao Road, Wang Thong Lang sub-district, Wang Thong Lang district, Bangkok 10310

28 Jun 2002

29 Big C Supercenter Public Co., Ltd. (Dao Khanong branch)1050 Somdet Phra Chao Taksin Road, Bukkhalo sub-district, Thon Buri district, Bangkok 10600

6 Aug 2002

30 Big C Supercenter Public Co., Ltd. (Tiwanon branch)9/9 Moo 5, Talat Kwan sub-district, Mueang Nonthaburi district, Nonthaburi 11000

1 Nov 2002

31 Big C Supercenter Public Co., Ltd. (South Pattaya branch)565/41 Moo 10, Nongprue sub-district, Banglamung district, Chon Buri 20150

28 Mar 2003

32 Big C Supercenter Public Co., Ltd. (Ratchdamri branch)97/11 Ratchadamri Road, Lumpini sub-district, Pathumwan district, Bangkok 10330

29 Apr 2003

33 Big C Supercenter Public Co., Ltd. (Nakhon Sawan branch)320/10 Sawanviti Road, Pangnampo sub-district, Mueang Nakhon Sawan district, Nakhon Sawan 60000

27 Jun 2003

34 Big C Supercenter Public Co., Ltd. (Saphan Khwai branch)618/1 Phahonyothin Road, Samsen Nai sub-district, Phayathai district, Bangkok 10400

26 Nov 2003

35 Big C Supercenter Public Co., Ltd. (Chachoengsao branch)9/1 Chachoengsao-Bangpakong Road, Na Mueang sub-district, Mueang Chachoengsao district, Chachoengsao 24000

25 Feb 2004

36 Big C Supercenter Public Co., Ltd. (Samrong branch)999 Moo 1, Sukhumvit Road, North Samrong sub-district, Mueang Samut Prakarn district, Samut Prakarn 10270

23 Sep 2004

270Annual Report

2011


37 Big C Supercenter Public Co., Ltd. (Pattani branch)301 Moo 4, Rusamilae sub-district, Mueang Pattani district, Pattani 94000

27 Oct 2004

38 Big C Supercenter Public Co., Ltd. (Surin branch)8 Lakmuang Road, Nai Mueang sub-district, Mueang Surin district, Surin 32000

24 Dec 2004

39 Big C Supercenter Public Co., Ltd. (Omyai branch)17/17 Moo 8, Omyai sub-district, Samphran district, Nakhon Pathom 73160

12 Apr 2005

40 Big C Supercenter Public Co., Ltd. (Phetchakasem branch)611 Moo 10, Bangkae sub-district, Bangkae district, Bangkok 10160

17 Jul 2005

41 Big C Supercenter Public Co., Ltd. (Sukaphiban 3 branch)103 Ramkhamhaeng Road, Minburi sub-district, Minburi district, Bangkok 10110

1 Sep 2005

42 Big C Supercenter Public Co., Ltd. (Ekamai branch)78 Soi Sukumvit 63 (Ekamai), North Prakhanong sub-district, Wattana district, Bangkok 10110

9 Nov 2005

43 Big C Supercenter Public Co., Ltd. (Sakon Nakhon branch)1594/16 Rop Mueang Road, Tatchoengchum sub-district, Mueang Sakon Nakhon district, Sakon Nakhon 47000

26 Nov 2005

44 Big C Supercenter Public Co., Ltd. (Phrae branch)600 Moo 9, Nachak sub-district, Mueang Phrae district, Phrae 54000

11 May 2006

45 Big C Supercenter Public Co., Ltd. (Ratchaburi branch)534 Moo 1, Kokmoei sub-district, Mueang district, Ratchaburi 70000

6 Jun 2006

46 Big C Supercenter Public Co., Ltd. (Lam Luk Ka branch)10 Moo 12, Bungkumproi sub-district, Lam Luk Ka district, Pathum Thani 12150

17 Oct 2006

47 Big C Supercenter Public Co., Ltd. (Prachin Buri branch)630/1 Ratsadondamri Road., Na Mueang sub-district, Mueang Prachin Buri district, Prachin Buri 25000

14 Dec 2006

48 Big C Supercenter Public Co., Ltd. (Lamphun branch)200 Moo 4, Ban Klang sub-district, Mueang Lamphun district, Lamphun 51000

2 May 2007

49 Big C Supercenter Public Co., Ltd. (Samui branch)129/19 Moo 1, Bophut sub-district, Ko Samui district, Surat Thani 84320

6 Sep 2007

50 Big C Supercenter Public Co., Ltd. (Chon Buri branch)49/1 Moo 3, Huai Kapi sub-district, Mueang Chon Buri district, Chon Buri 20000

11 Oct 2007

51 Big C Supercenter Public Co., Ltd. (Buriram branch)150 Moo 7, Isan sub-district, Mueang Buriram district, Buriram 31000

11 Oct 2007

52 Big C Supercenter Public Co., Ltd. (Hangdong branch)433/4-5 Moo 7, Mae Hia sub-district, Mueang Chiang Mai district, Chiang Mai 50000

21 Nov 2007

53 Big C Supercenter Public Co., Ltd. (Ayutthaya branch)80 Moo 2, Ban Krot sub-district, Bang Pa-In district, Phra Nakhon Si Ayutthaya 13160

27 Feb 2008

54 Big C Supercenter Public Co., Ltd. (Ban Pong branch)58 Moo 5, Nong Or sub-district, Ban Pong district, Ratchaburi 70110

10 May 2008

55 Big C Supercenter Public Co., Ltd. (Sukhothai branch)68 Moo 2, Ban Kluai sub-district, Mueang Sukhothai district, Sukhothai 64000

10 May 2008

56 Big C Supercenter Public Co., Ltd. (Chaiyaphum branch)99 Moo 1, Bangkhla sub-district, Mueang Chaiyaphum district, Chaiyaphum 36000

15 May 2008

Annual Report

2011271


57 Big C Supercenter Public Co., Ltd. (Phetchabun branch)939 Moo 2, Sadieng sub-district, Mueang Phetchabun district, Phetchabun 67000

5 Jun 2008

58 Big C Supercenter Public Co., Ltd. (Krabi branch)349 Moo 11, Krabi Noi sub-district, Mueang Krabi district, Krabi 81000

27 Jun 2008

59 Big C Supercenter Public Co., Ltd. (Navanakhon branch)98/196 Moo 13, Khlong Neung sub-district, Khlong Luang district, Pathum Thani 12120

2 Aug 2008

60 Big C Supercenter Public Co., Ltd. (Rangsit Khlong 6 branch)158/17 Moo 4, Rangsit sub-district, Thanyaburi district, Pathum Thani 12110

4 Aug 2008

61 Big C Supercenter Public Co., Ltd. (Yasothon branch)323 Moo 2, Samran sub-district, Mueang Yasothon district, Yasothon 35000

23 Sep 2008

62 Big C Supercenter Public Co., Ltd. (Sa Kaeo branch)352 Suwannason Road, Sakaeo sub-district, Mueang Sa Kaeo district, Sa Kaeo 27000

8 Oct 2008

63 Big C Supercenter Public Co., Ltd. (Warin Chamrap branch)322 Moo 8, Saensuk sub-district, Warin Chamrap district, Ubon Ratchathani 34190

30 Oct 2008

64 Big C Supercenter Public Co., Ltd. (Maha Sarakham branch)238/1-3 Moo 11, Koeng sub-district, Mueang Maha Sarakham district, Maha Sarakham 44000

11 Nov 2008

65 Big C Supercenter Public Co., Ltd. (Si Sa Ket branch)29/49 Moo 11, Yaplong sub-district, Mueang Si Sa Ket district, Si Sa Ket 33000

9 Apr 2009

66 Big C Supercenter Public Co., Ltd. (Mahachai branch)79 Moo 8, Thasai sub-district, Mueang Samut Sakhon district, Samut Sakhon 74000

1 Apr 2010

67 Big C Supercenter Public Co., Ltd. (Saraburi branch) *Junior Saraburi*57/5 Sudbanthad Road, Pakprieo sub-district, Mueang Saraburi district, Saraburi 18000

25 Jun 2010

68 Big C Supercenter Public Co., Ltd. (Phang Nga branch) *Junior Phang Nga*297 Phetchakasem Road, Thai Chang sub-district, Mueang Phang Nga district, Phang Nga 82000

15 Oct 2010

69 Big C Supercenter Public Co., Ltd. (Amnat Charoen branch)477 Moo 7, Bung sub-district, Mueang Amnat Charoen district, Amnat Charoen 37000

28 Oct 2010

70 Big C Supercenter Public Co., Ltd. (Laem Thong branch)554 Sukhumvit Road, Noen Phra sub-district, Mueang Rayong district, Rayong 21000

17 Nov 2010

71 Big C Supercenter Public Co., Ltd. (Kamphaeng Phet branch)613/1 Charoensuk Road, Nai Muang sub-district, Mueang Kamphaeng Phet district,Kamphaeng Phet 62000

3 Dec 2010

72 Big C Supercenter Public Co., Ltd. (Tak branch)18/3 Phahonyothin Road, Rahaeng sub-district, Mueang Tak district, Tak 63000

16 Aug 2011

73 Big C Supercenter Public Co., Ltd. (Lom Sak branch)70 Samakichai Road, Lom Sak sub-trict, Lom Sak district, Phetchabun 67110

16 Sep 2011

74 Big C Supercenter Public Co., Ltd. (Ban Bueng)181 Ban Bueng-Klang Road, Ban Bueng sub-district, Ban Bueng district, Chon Buri 20170

20 Nov 2011

75 Big C Supercenter Public Co., Ltd. (Thep Kasatthi branch)888 Moo 2, Ratsada sub-district, Mueang Phuket district, Phuket 83000

25 Nov 2011

76 Big C Supercenter Public Co., Ltd. (Chanthaburi branch)1012 Tha Chalap Road, Talat sub-district, Mueang Chanthaburi district, Chanthaburi 22000

19 Dec 2011

272Annual Report

2011


1 Cencar Limited (Bang Pa Kok branch)278 Moo 1, Suksawat Road, Bang Pakok sub-district, Rat Burana district, Bangkok 10140

25 Nov 1995

2 Cencar Limited (Sukhapiban 3 branch)1245 Ramkamhang Road, Hua Mark sub-district, Bangkapi district, Bangkok 10240

7 Mar 1996

3 Cencar Limited (Sri Nakarin branch)425 Moo 5, Sri Nakarin Road, North Samrong sub-district, Mueang Samut Prakan district, Samut Prakan 10270

19 Sep 1996

4 Cencar Limited (Suwinthawong branch)123 Moo 16, Suwinthawong Road, Minburi sub-district, Minburi district, Bangkok 10510

14 Feb 1997

5 Cencar Limited (Bang Yai branch)9/9 Moo 11, Taling Chan-Suphan Buri Road, Bangrak Phattana sub-district, Bang Bua Thong district, Nonthaburi 11110

11 Jun 1997

6 Cencar Limited (Rangsit branch)70/1 Moo 15, Phahonyothin Road, Ku Kot sub-district, Lam Luk Ka district, Pathum Thani 12130

26 Jun 1997

7 Cencar Limited (Chiang Mai branch)94 Moo 4, Chiang Mai-Lampang Road, Nong Pa Klang sub-district, Mueang Chiang Mai District, Chiang Mai 50000

20 Nov 1997

8 Cencar Limited (Phetchakasem branch)29/1 Moo 11, Phetchakasem Road, Nong Kang Plu sub-district, Nong Khaem district, Bangkok 10160

16 Jan 1998

9 Cencar Limited (Ram Intra branch)59 Moo 4, Anusawari sub-district, Bang Khen district, Bangkok 10220

21 May 1999

10 Cencar Limited (Rattana Thibet branch)68/777 Moo 8, Rattana Thibet Road, Bang Kla So sub-district, Mueang Nonthaburi district, Nonthaburi 11000

2 Feb 2000

11 Cencar Limited (Rama 4 branch)2929 Rama 4 Road, Klong Tun sub-district, Klong Toei district, Bangkok 10110

6 Jul 2000

12 Cencar Limited (Ratchadaphisek branch)125 Ratchadaphisek Road, Din Daeng sub-district, Din Daeng district, Bangkok 10400

30 Jun 2001

13 Cencar Limited (Bang Bon branch)371 Ekachai Road, Bang Bon sub-district, Bang Bon district, Bangkok 10150

27 Jul 2001

14 Cencar Limited (Chang Wattana branch)112 Moo 5, Chang Wattana Road, Pak Kret sub-district, Pak Kret district, Nonthaburi 11120

24 Sep 2001

15 Cencar Limited (On Nut branch)114 Sukhumvit 77 Road, Prakanong Nua sub-district, Wattana district, Bangkok 10250

2 Apr 2002


1 Big C Fairy Co., Ltd. (Khon Kaen branch)290/1 Moo 17, Nai Mueang sub-district, Mueang district, Khon Kaen 40000

11 Dec 1996

2 Phitsanulok Big C Co., Ltd. (Phitsanulok branch)939 Phichai Songkhram Road, Nai Mueang sub-district, Mueang Phitsanulok district, Phitsanulok 65000

3 Apr 1997

Big C branches operated by the Company’s subsidiaries

Big C branches operated by Cencar Limited

Annual Report

2011273


16 Cencar Limited (Samrong branch)1293 Moo 4, Thepharak sub-district, Mueang Samut Prakan district, Samut Prakan 10270

18 Jul 2002

17 Cencar Limited (Lat Phrao branch)669 Lat Phrao Road, Chom Phon sub-district, Chatuchak district, Bangkok 10900

8 Oct 2002

18 Cencar Limited (Pattaya branch)333 Moo 9, Pattaya Klang Road, Nong Prue sub-district, Bang Lamung district, Chon Buri 20150

3 Dec 2002

19 Cencar Limited (Hat Yai branch)677 Phetchakasem Road, Hat Yai sub-district, Hat Yai district, Songkhla 90110

15 Oct 2004

20 Cencar Limited (Chachoengsao branch)28/73 Sri So Thon Tut Mai Road, Na Mueang sub-district, Mueang Chachoengsao district, Chachoengsao 24000

26 Aug 2005

21 Cencar Limited (Nakhon Si Thammarat branch)1392 Sri Phra Road, Ta Wang sub-district, Mueang Nakhon Si Thammarat district, Nakhon Si Thammarat 80000

1 Oct 2005

22 Cencar Limited (Issarapap branch)2 Issarapap Road, Wat Kallaya sub-district, Thon Buri district, Bangkok 10600

1 Dec 2005

23 Cencar Limited (Phuket branch)201 Rat Uthit 200 Year Road, Patong sub-district, Kathu district, Phuket 83150

20 Dec 2006

24 Cencar Limited (Chon Buri branch)15/17 Moo 3, Huai Kapi sub-district, Mueang Chon Buri district, Chon Buri 20000

27 Apr 2007

25 Cencar Limited (Rama 2 branch)282/2 Rama 2 Road, Samae Dam sub-district, Bang Khun Tian district, Bangkok 10150

13 Dec 2007

26 Cencar Limited (Khlong 3 branch)99 Moo 3, Khlong 3 sub-district, Khlong Luang district, Pathum Thani 12120

27 Dec 2007

27 Cencar Limited (Sukhaphibarn 1 branch)13/40 Moo 9, Khlong Kum sub-district, Bung Kum district, Bangkok 10230

29 Feb 2008

28 Cencar Limited (Nong Chok branch)34 Moo 1, Liap Waree Road, Kla Thum Rai sub-district, Nong Chok district, Bangkok 10530

29 Mar 2008

29 Cencar Limited (Suan Luang branch)314-314/1-4 Chaloem Phra Kiet Rama 9 Road, Nong Bon sub-district, Prawet district, Bangkok 10250

30 May 2008

30 Cencar Limited (Hang Dong branch)111 Moo 5, Hang Dong sub-district, Hang Dong district, Chiang Mai 50230

14 Dec 2008

31 Cencar Limited (Romklao branch)42, 44 Romklao Road, Minburi sub-district, Minburi district, Bangkok 10510

28 Mar 2009

32 Cencar Limited (Udon Thani branch)204 Moo 2, Na Di sub-district, Mueang Udon Thani district, Udon Thani 41000

31 Mar 2009

33 Cencar Limited (Central Chon Buri 3 branch)55/92 Moo 1, Samet sub-district, Mueang Chon Buri district, Chon Buri 20000

9 Apr 2009

34 Cencar Limited (Pracha Uthit branch)523-523/3 Pracha Uthit Road, Thung Kru sub-district, Thung Kru district, Bangkok 10140

12 Jun 2009

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2011


35 Cencar Limited (Lop Buri branch)319 Moo 2, Tasala sub-district, Mueang district, Lop Buri 15000

24 Sep 2009

36 Cencar Limited (Lam Luk Ka Khlong 4 branch)3/83 Moo 7, Lat Sawai sub-district, Lam Luk Ka district, Pathum Thani 12150

8 Oct 2009

37 Cencar Limited (Bang Pho branch)162/1-2, 168/10 Pracharat 2 Road, Bang Sue sub-district, Bang Sue district, Bangkok 10800

16 Sep 2009

38 Cencar Limited (MBC Prachachuen 12 branch)332 Moo 6, Thung Song Hong sub-district, Lak See district, Bangkok 10210

10 Oct 2009

39 Cencar Limited (Chumphon branch)195 Moo 3, Wang Pai sub-district, Mueang Chumphon district, Chumphon 86000

19 Dec 2009

40 Cencar Limited (Hathairat branch)458, 458/1-2 Liap Khlong 2 Road, Bang Chan sub-district, Khlong Sam Wa district, Bangkok 10510

26 Mar 2010

41 Cencar Limited (Khe Ha Romklao branch)8/1-3 Khe Ha Romklao Road, Khlong 2 Ton Nun sub-district, Lat Krabang district, Bangkok 10520

29 Apr 2010

42 Cencar Limited (Sai Mai branch)89-89/3 Moo 3, Sai Mai sub-district, Sai Mai district, Bangkok 10220

17 Dec 2011

43 Cencar Limited (Sukhapiban 5 branch)98, 98/1-3 Moo 4, Or-Nguen sub-district, Sai Mai district, Bangkok 10220

17 Dec 2011


1 Big C Supercenter Public Co., Ltd. (LP Udom Suk branch)91, 93 Udom Suk Road, Bangna sub-district, Bangna district, Bangkok 10260

14 Jul 2006

2 Big C Supercenter Public Co., Ltd. (LP Sena Nikhom branch)2008/121 Phahonyothin Road, Lat Yao sub-district, Chatuchak district, Bangkok 10900

18 Jul 2007

3 Big C Supercenter Public Co., Ltd. (MBC Bo Thong branch)457/1 Moo 1 Rattanarat Road, Bangbo sub-district, Bangbo district, Samut Prakan 10560

8 Apr 2008

4 Big C Supercenter Public Co., Ltd. (MBC Lat Phrao 130 branch)29 Soi Lat Phrao 130 (Mahat Thai 2), Khlong Chan sub-district, Bangkapi district, Bangkok 10310

27 Jun 2008

5 Big C Supercenter Public Co., Ltd. (MBC Chinkhet branch)31/19-20 Moo 6 Thung Song Hong sub-district, Lak Si district, Bangkok 10210

29 Jul 2008

6 Big C Supercenter Public Co., Ltd. (MBC Udom Suk 51 branch)27, 29 Soi Udom Suk 51, Bangchak sub-district, Phrakhanong district, Bangkok 10260

30 Oct 2008

7 Big C Supercenter Public Co., Ltd. (MBC Nawanakhon branch)80/15-16 Moo 19 Khlong 1 sub-district, Khlong Luang district, Pathum Thani 12120

14 Nov 2008

8 Big C Supercenter Public Co., Ltd. (MBC Chalam Nimit branch)1/1 Chalam Nimit Road, Bangkhlo sub-district, Bangkho Laem district, Bangkok 10120

11 Aug 2010

9 Big C Supercenter Public Co., Ltd. (MBC Bang Phli branch)4/575-577 Moo 16 Bang Sao Thong sub-district, Bang Sao Thong district, Samut Prakan 10540

31 Jul 2010

10 Big C Supercenter Public Co., Ltd. (MBC Phatanakan 20 branch)79/1 Soi Phatanakan 20, Phatanakan Road, Suan Luang sub-district, Suan Luang district, Bangkok 10250

5 Oct 2010

Furthermore, there are the Mini Big C Stores that are managed by Big C Supercenter PLC

Annual Report

2011275


11 Big C Supercenter Public Co., Ltd. (MBC Phra Pin 3 branch)66/13-15 Moo 15 Bang Mae nang sub-district, Bang yai district, Nonthaburi 11140

15 Oct 2010

12 Big C Supercenter Public Co., Ltd. (MBC La Salles 24 branch)492, 492/1-2 La Salles Road, Bangna sub-district, Bangna district, Bangkok 10260

26 Nov 2010

13 Big C Supercenter Public Co., Ltd. (MBC Tha It branch)100/8-10 Moo 3 Sai Ma sub-district, Mueang Nonthaburi district, Nonthaburi 11000

30 Dec 2010

14 Big C Supercenter Public Co., Ltd. (MBC Rangsit Khlong 2 branch)555/1 Rangsit-Nakhon Nayok Road, Prachathipat sub-district, Thanyaburi district, Pathum Thani 12130

10 Jan 2011

15 Big C Supercenter Public Co., Ltd. (MBC Muban Sahakon branch)1807-9 Moo 4 Khlong Kum sub-district, Beung Kum district, Bangkok 10240

27 Jan 2011

16 Big C Supercenter Public Co., Ltd. (MBC Salaya branch)88/2 Moo 4 Salaya sub-district, Phutthamonthon district, Nakhon Pathom 73170

1 Feb 2011

17 Big C Supercenter Public Co., Ltd. (MBC Don Wai branch)89/21 Moo 5 Bang Krateuk sub-district, Samphran district, Nakhon Pathom 73110

17 Feb 2011

18 Big C Supercenter Public Co., Ltd. (MBC Talat Krungthon branch)110/1 Ratchawithi Road, Bang Yikhan sub-district, Bang Phlat district, Bangkok 10700

4 Mar 2011

19 Big C Supercenter Public Co., Ltd. (MBC Thip Phiman branch)55/176-178 Moo 3 Phimonrat sub-district, Bang Bua Thong district, Nonthaburi 11110

18 Mar 2011

20 Big C Supercenter Public Co., Ltd. (MBC Chaloem Phra Kiet branch)44 Soi Chaloem Phra Kiet Ro 9 Soi 22, Nong Bon sub-district, Prawet district, Bangkok 10250

27 Apr 2011

21 Big C Supercenter Public Co., Ltd. (MBC Muban Bua Thong branch)113/17-18 Moo 10 Bang Rak Phatana sub-district, Bang Bua Thong district, Nonthaburi 11110

14 May 2011

22 Big C Supercenter Public Co., Ltd. (MBC Pracha Cheun 12 branch)332 Moo6 Thung Song Hong sub-district, Lak Si district, Bangkok 10210

25 May 2011

23 Big C Supercenter Public Co., Ltd. (MBC Seri Thai 41 branch)48/863 Moo 4 Khlong Kum sub-district, Beung Kum district, Bangkok 10240

13 Jun 2011

24 Big C Supercenter Public Co., Ltd. (MBC Wat Nam Daeng branch)18/158-160 Moo 2 Bang Kaeo sub-district, Bang Phli district, Samut Prakan 10540

29 Jun 2011

25 Big C Supercenter Public Co., Ltd. (MBC Eua Athon Wat Ku branch)219/38 Moo 3 Bang Phut sub-district, Pak Kret, Nonthaburi 11120

22 Jul 2011

26 Big C Supercenter Public Co., Ltd. (MBC Phraya Suren 38 branch)42/2-4 Soi Phraya Suren 38, Sam Wa Tawan Tok sub-district, Khlong Sam Wa district, Bangkok 10510

27 Jul 2011

27 Big C Supercenter Public Co., Ltd. (MBC Wong Waen Center branch)1/12 1st Floor, Soi Kanchanaphisek 005, Lak Song sub-district, Bang Khae, Bangkok 10160

29 Jul 2011

28 Big C Supercenter Public Co., Ltd. (MBC Nimit Mai branch)57/5, 57/7, 57/9 Moo 1 Soi Nimit Mai 9, Sai Kong Din sub-district, Khlong Sam Wa District, Bangkok 10510

11 Aug 2011

29 Big C Supercenter Public Co., Ltd. (MBC Mueang Thong Thani branch)101, 101/1 Pop Pula Road, Ban Mai sub-district, Pak Kret district, Nonthaburi 11120

12 Aug 2011

30 Big C Supercenter Public Co., Ltd. (MBC Sukhaphiban 2 branch)69/8 Sukhaphiban 2 Road, Prawet sub-district, Prawet district, Bangkok 10250

25 Aug 2011

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2011


31 Big C Supercenter Public Co., Ltd. (MBC Soi Nong Yai branch)1311/1 Soi Kanchanaphisek 008, Bang Khae sub-district, Bang Khae district, Bangkok 10160

27 Aug 2011

32 Big C Supercenter Public Co., Ltd. (MBC Talat Suchat branch)109/1-4 Moo 1, Lam Phat Kut sub-district, Thanyaburi district, Pathum Thani 12110

29 Aug 2011

33 Big C Supercenter Public Co., Ltd. (MBC Soi Pier Nont branch)98/1-3 Moo 3 Khu Khot sub-district, Lam Luk ka district, Pathum Thani 12130

30 Aug 2011

34 Big C Supercenter Public Co., Ltd. (MBC Rattanakosin branch)1, 3 Soi Rangsit-Pathum Thani 12, Prachathipat sub-district, Thanyaburi district, Pathum Thani 12130

31 Aug 2011

35 Big C Supercenter Public Co., Ltd. (MBC Phraek Sa branch)157/2-4 Moo 5, Phraek Sa sub-district, Mueang Samut Prakan district, Samut Prakan 10280

10 Sep 2011

36 Big C Supercenter Public Co., Ltd. (MBC Luang Phaeng 5 branch)199/2 Luang Phaeng Road, Tub Yao sub-district, Lat Krabang, Bangkok 10520

17 Sep 2011

37 Big C Supercenter Public Co., Ltd. (MBC Luang Phaeng 1 branch)545/12-16 Luang Phaeng Road, Tub Yao sub-district, Lat Krabang, Bangkok 10520

25 Sep 2011

38 Big C Supercenter Public Co., Ltd. (MBC Muban Phreuksa 3 branch)50/824-825, 50/784 Moo 5, Bang Khu Rat sub-district, Bang Bua Thong district, Nonthaburi 11110

28 Sep 2011

39 Big C Supercenter Public Co., Ltd. (MBC Talat Bang Khun branch)91/48-50 Moo 8, Khlong 1 sub-district, Khlong Luang district, Pathum Thani 12120

29 Sep 2011

40 Big C Supercenter Public Co., Ltd. (MBC Phet Ari branch)890 Moo 2, Phraek Sa Mai sub-district, Mueang Samut Prakan district, Samut Prakan 10280

29 Sep 2011

41 Big C Supercenter Public Co., Ltd. (MBC Soi Phun Charoen branch)41/50-41/53, Bang Chalong sub-district, Bang Phli district, Samut Prakan10540

30 Sep 2011

42 Big C Supercenter Public Co., Ltd. (MBC Soi Khun Phra branch)29/138 Moo6, Khlong 1 sub-district, Khlong Luang district, Pathum Thani 12120

30 Sep 2011

43 Big C Supercenter Public Co., Ltd. (MBC Talat Or Ngoen branch)111 Moo 3, O-ngoen sub-district, Sai Mai district, Bangkok 10220

6 Oct 2011

44 Big C Supercenter Public Co., Ltd. (MBC Phetchakasem 81 branch)150/1 Ma Charoen Road, Nong Khaem sub-district, Nong Khaem district, Bangkok 10160

6 Oct 2011

45 Big C Supercenter Public Co., Ltd. (MBC Soi Pheung Mi 17 branch)415 Soi Sukhumvit 93, Bangchak sub-district, Phrakhanong district, Bangkok 10260

2 Dec 2011

46 Big C Supercenter Public Co., Ltd. (MBC Soi Bearing 34 branch)5555 Moo 10, North Samrong sub-district, Mueang Samut Prakan district, Samut Prakan 10270

2 Dec 2011

47 Big C Supercenter Public Co., Ltd. (MBC Soi Sri Samit branch)2416/59-61 Moo 7, Thepharak sub-district, Mueang Samut Prakan district, Samut Prakan 10270

2 Dec 2011

48 Big C Supercenter Public Co., Ltd. (MBC On Nut 17 branch)231 Soi On Nut 17, Suan Luang sub-district, Suan Luang District, Bangkok 10250

2 Dec 2011

49 Big C Supercenter Public Co., Ltd. (MBC Aua Arethon Lat Krabang)396/2 Pracha Phatana Road, Thap Yao sub-district, Lat Krabang district, Bangkok 10520

2 Dec 2011

50 Big C Supercenter Public Co., Ltd. (MBC Khlong Phayom branch)108, 147/11 Moo 5, Phayom sub-district, Wang Noi district, Phra Nakhon Si Ayutthaya 13170

9 Dec 2011

51 Big C Supercenter Public Co., Ltd. (MBC Rat Phatana branch)128/1 Rat Phatana Road, Saphan Sung sub-district, Saphan Sung district, Bangkok 10240

12 Dec 2011

“ใหญขึ้น และใหคุณไดมากกวา”

วิสัยทัศนของบิ๊กซี“มุงสูการเปนผูคาปลีกสมัยใหมอันดับ 1 ของประเทศไทย โดยใหความสำคัญสูงสุดแกลูกคาของเรา”

ภารกิจของบิ๊กซี“ลูกคาและพนักงานทุกคน คือสมาชิกของครอบครัวบิ๊กซี”

บริษัท บิ๊กซี ซูเปอรเซ็นเตอร จำกัด (มหาชน) (ชื่อยอในการซื้อขายหลักทรัพยฯ: BIGC) กอตั้งขึ้นเมื่อ ป 2536 เปนผูดำเนินธุรกิจคาปลีกสมัยใหมชั้นนำของไทย

ภายใตสโลแกน “เราใหคุณมากกวาคำวาถูก” บิ๊กซี มุงมั่นและภูมิใจที่ไดสรางความประหยัดคุมคาและ ความพึงพอใจสูงสุดแกผูบริโภคทุกกลุมทั่วประเทศ ผานการผสมผสานอยางสมบูรณแบบของรานคา หลากหลายรูปแบบราคาถูกและประหยัด สินคาคุณภาพที่หลากหลายครบครัน บริการที่ดีเยี่ยม และบรรยากาศการจับจายที่สนุกสนานและเปนกันเอง

ในป 2554 บิ๊กซีเติบโตอยางกาวกระโดด ทั้งจากการพัฒนาภายในของบริษัทฯ และการควบรวม กิจการคาปลีกของผูดำเนินธุรกิจคาปลีกอีกรายหนึ่ง ในปจจุบัน บริษัทฯ มีพนักงานกวา 23,000 คน ทั่วประเทศ และดวยกลยุทธการขยายกิจการทุกรูปแบบและการพัฒนาพื้นที่คาปลีกควบคูกับพื้นที่เชา ในป 2554 บิ๊กซีมีเครือขายสาขาที่เปดใหบริการจำนวนทั้งสิ้น 221 สาขา ประกอบดวย บิ๊กซี ซูเปอรเซ็นเตอร 108 สาขา บิ๊กซี มารเก็ต 12 สาขา มินิบิ๊กซี 51 สาขา และรานขายยาเพรียว 50 สาขา อีกทั้งศูนยการคา 115 แหงทั่วประเทศ

• เครือขายสาขาในทุกรูปแบบ

รานคากวา 221 สาขา และ ศูนยการคา 115 แหง ทั่วประเทศในป 2554

• พนักงานกวา 23,000 คน ที่มุงมั่นและพรอมจะนำ ความประหยัดคุมคา และความพึงพอใจ สูงสุดมอบแดลูกคาทุกคน

• สนับสนุนการศึกษาของ นักเรียนไทยแลวกวา 200 ลานบาท เพ.ออนาคต ที่สดใสของเยาวชนไทยทุกคน

เปาหมายสูงสุดของบิ๊กซี คือการเปนองคกรธุรกิจที่มีความรับผิดชอบตอสังคม และดำเนินการเพื่อพัฒนาคุณภาพชีวิตของผูบริโภคทุกคน รวมทั้งสรางความพึงพอใจสูงสุดใหกับลูกคา พนักงาน และผูถือหุนบิ๊กซี

ในการมุงหนาไปสูเปาหมายสูงสุดของเรา บิ๊กซี ซูเปอรเซ็นเตอร ใหความสำคัญสูงสุดตอการยึดถือและปฏิบัติ ตามคุณคาประจำบริษัทฯ 4 ประการ คือ

1. เราจะเปนผูนำดานราคาถูก ที่มอบการบริการที่ดีเยี่ยมและความคุมคาสูงสุดแกลูกคาเสมอ2. เราจะอยูเคียงขางผูบริโภคและจะชวยเหลือสนับสนุนทุกชุมชนอยางเต็มความสามารถเสมอ3. เราจะเปนองคกรธุรกิจที่สรางสรรคและรับผิดชอบตอสังคมที่นำการพัฒนาที่ยั่งยืนมาสูทุกชุมชนทั่วประเทศ4. พนักงานของบิ๊กซีทุกคนเปนครอบครัวของเรา และเราจะสนับสนุนใหทุกคนพัฒนาเพื่อกาวไปขางหนา

สูอนาคตอยางมั่นคงไปกับเราเสมอ

ขอตอนรับสู Security Registrar Securities Depository (Thailand) Co., Ltd. The Stock Exchange of Thailand Building, 62 Ratchadaphisek Road, Khlong Toei sub-district Khlong Toei district, Bangkok 10110 Tel.: 02-229-2800, 02-229-2888; Fax: 02-654-5427

Auditor Ernst & Young Office Ltd. 33rd Floor, Lake Ratchada Building 193/136-137 Ratchadaphisek Road, Khlong Toei sub-district Khlong Toei district, Bangkok 10110 Tel.: 02-264-0777; Fax: 02-661-9190

Legal Advisor Linklaters (Thailand) Ltd. 20th Floor, Capital Tower, 87/1 All Seasons Place Wireless Road, Lumpini sub-district Pathumwan district, Bangkok 10330 Tel.: 02-305-8000, 02-654-3130; Fax: 02-305-8010, 02-654-3131

Information Centre for Shareholders/Investors/Analysts Ms. Rumpa Kumhomreun Vice President, Accounting & Finance Department Mr. Rami Piirainen Director, Investor Relations Department Tel.: 02-655-0666 Ext. 7444 or E-Mail Address: [email protected], [email protected]

Information Centre for the Media Mr. Regis, Philippe PRIGENT Vice President, Marketing and Communications Mr. Kudatara Nagaviroj Director, Corporate Affairs Tel.: 02-655-0666 Ext. 7192 or E-Mail Address: [email protected]

นายทะเบียนหลักทรัพย บริษัท ศูนยรับฝากหลักทรัพย (ประเทศไทย) จำกัด อาคารตลาดหลักทรัพยแหงประเทศไทย เลขที่ 62 ถนนรัชดาภิเษก แขวงคลองเตย เขตคลองเตย กรุงเทพฯ 10110 โทรศัพท 02-229-2800, 02-229-2888 โทรสาร 02-654-5427

ผูสอบบัญชี บริษัท สำนักงาน เอินสท แอนด ยัง จำกัด อาคารเลครัชดา ชั้น 33 เลขที่ 193/136-137 ถนนรัชดาภิเษก แขวงคลองเตย เขตคลองเตย กรุงเทพฯ 10110 โทรศัพท 02-264-0777 โทรสาร 02-661-9190

ที่ปรึกษากฎหมาย บริษัท ลิ้งคเลเทอรส (ประเทศไทย) จำกัด ช้ัน 20 แคปปตอล ทาวเวอร ออลซีซั่นส เพลส เลขที่ 87/1 ถนนวิทยุ แขวงลุมพินี เขตปทุมวัน กรุงเทพฯ 10330 โทรศัพท 02-305-8000, 02-654-3130 โทรสาร 02-305-8010, 02-654-3131

ศูนยกลางการใหขอมูลกับผูถือหุน/นักลงทุน/นักวิเคราะห คุณรำภา คำหอมรื่น ตำแหนงรองประธานฝายบัญชีและการเงิน หรือ คุณรามี่ บีไรแนน (Khun Rami Piirainen) ตำแหนงผูอำนวยการฝายนักลงทุนสัมพันธ โทรศัพท 02-655-0666 ตอ 7444 หรือ E-Mail Address: [email protected] , [email protected]

ศูนยกลางการใหขอมูลผานส9อโทรทัศน ส9อโฆษณา และสิ่งพิมพตางๆ คุณรีจิส ฟลิป พรีซอง ตำแหนงรองประธานฝายการตลาดและการสื่อสาร หรือ คุณกุฏาธาร นาควิโรจน ตำแหนง ผูอำนวยการฝายองคกรสัมพันธ หมายเลขโทรศัพท 02-655-0666 ตอ 7192 หรือ E-Mail Address: [email protected]

Big C: www.bigc.co.thCasino: www.groupe-casino.comCentral Group: www.centralcompany.com

รายงานประจำป 2554 Annual Report 2011

BIGC: Annual Report 2011

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Transcript of BIGC: Annual Report 2011