REPORTS ALLOTMENT OF ITS REMAINING CAPITAL INCREASED S

Siam Makro Plc. (MAKRO) reported its allotment of remaining capital increased shares and disclosed connected transactions. MAKRO reported that the company's 6/1996 board of directors' meeting held on July 8, 1996 has resolved to: 1. Approve the cancellation for the resolution of 2/1994 extraordinary shareholders' meeting held on January 26, 1996 in the 7th agenda concerning the allotment of the 19,825,700 remaining capital increased shares, and reallotted again by dividing into to parts as follows: 1.1 MAKRO will allot 4,137,700 capital increased shares to Makro Holding N. V. at the same price as in the allotment to general public as can be seen in 1.2. 1.2 MAKRO will allot 15,688,000 capital increases shares to general public. Other details in allotment of the shares to Makro Holding N. V. and general public such as the details of the subscriptiobn, the preparation of prospection and the appointment of the selling agent, as well as seeking for approvals from the related authorities, etc will be under the consideration of the company's board of directors based on the benefit of all existing shareholders of the company. The resolution will be proposed in the shareholders' meeting later. 1.3 Objectives of the raise in the capital and the use of the proceeds. The company has plans in the expansion of the business, which are in many forms, for the years 1996-1997 totalling Bt5.5 billion. 1) Makro Trade Center - An investment of Bt4.2 billion will be for the purchase of land and the construction of the branches to be operated in 1996, 1997, and for the purchase of land to cope with the expansion in 1998. 2) Makro Office Center - A sum of Bt550 million will be financed to the openning of the branches to be in operation in 1996, 1997. 3) Makro Car Care - An investment of Bt750 million will be for the openning of the branches for the operation in 1996, 1997. The said plans will have three source of capital: the company's capital, loans from financial institions, and the remaining from the issuance of the raising of capital. 2. Approve that the company seeks an approval from the company's shareholders' meeting in placing its capital increased shares to Makro Holding N. V., the major shareholder and the connected transaction, by appointing Phatra Thanakit Plc as the financial advisor who will suggest a fair and resonable price for the connected transactions. 3. Total Value of the connected transaction and conditions MAKRO will place its 4,137,700 new common shares to Makro Holding N. V. at the same price as in the placement of the 15,688,000 new common shares to general public, of which the price has not been fixed yet. However, the market value of the company's shares was at Bt145 per unit on July 5, 1996. So, the total value of the transaction will be Bt604,104,200. As for other details about the placement of the new common shares to Makro Holding N. V. and general public such as the date, time, place, price, and period of subscription will be considered later by the company's board of directors or the company's authorized directors. 4. Nature and coverage of the gains and losses of the persons in the connected transaction. Makro Holding N. V. is a connected person, so it has gains/losses in the transactions of Makro Holding (Thailand) Co., Ltd., and will have no vote in the shareholders' meeting of MAKRO in the approval for the allotment of the 4,137,700 capital increased shares of MAKRO to Makro Holding N. V. The approval for transaction will be obtained by at least three- thirds of the votes from the participants in the meeting who have right in the voting. Makro Holding N. V. and Makro Holding (Thailand) Co., Ltd. have gains/losses in the transaction, so they will have no right to vote. MAKRO will hold the 1/1996 extraordinary shareholders' meeting on August 15, 1996. Translated by The Nation