INTERIM F/S AND CONSOLIDATED OF Q3/1997

Auditors' report to the shareholders of Siam Makro Public Company Limited We have performed a review of the balance sheet of Siam Makro Public Company Limited as at September 30, 1997, and the consolidated balance sheet of Siam Makro Public Company Limited and its subsidiaries as at September 30, 1997, and the related statements of income and retained earnings for the third quarter and the period of 9 months then ended, and the related consolidated statements of income and retained earnings for the third quarter and the period of 9 months then ended, in accordance with standards established by the Institute of Certified Accountants and Auditors of Thailand. A review of interim financial information consists principally of obtaining an understanding of the system for the preparation of interim financial information, applying analytical review procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an examination in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements and the consolidated financial statements taken as a whole. Accordingly, we do not express such an opinion. The interim financial statements and consolidated financial statements for the third quarter and the period of 9 months ended September 30, 1996, which are presented for comparison, were reviewed by another auditor of Coopers & Lybrand, whose report thereon was dated November 11, 1996. Based on our review, we are not aware of any material modifications that should be made to the aforementioned financial statements and consolidated financial statements for them to be in conformity with generally accepted accounting principles. PRASAN CHUAPHANICH Certified Public Accountant (Thailand) No. 3051 COOPERS & LYBRAND October 31, 1997 Siam Makro Public Company Limited Balance sheets and consolidated balance sheets as at September 30, 1997 and 1996 The company only The consolidation Notes 1997 1996 1997 1996 (Baht'000) (Baht'000) (Baht'000) (Baht'000) ASSETS Current assets Cash in hand and at banks 4 1,685,459 497,970 1,888,261 499,504 Short-term investments 5 404,340 707,296 441,499 753,678 Amount due from and loan to subsidiary and affiliated companies 6 1,061,562 53,313 27,764 53,313 Inventories 2,310,486 2,556,864 2,586,099 2,556,864 Other current assets VAT receivable - 76,361 43,987 76,457 Purchase discount receivable 195,940 25,458 200,196 25,458 Others 90,646 97,587 112,461 106,885 Total current assets 5,748,433 4,014,849 5,300,267 4,072,159 Loans to a subsidiary company 6 1,178,400 1,214,400 - - Investments in subsidiary and associated companies 7 1,065,512 970,259 2,902 24,166 Property, plant and equipment, net 5,045,303 4,693,134 8,247,519 7,091,864 Deferred development rights, net - - 48,913 - Pre-operating and start-up expenses 167,353 222,111 176,617 222,131 Deposits 6 269,679 243,714 29,815 24,114 TOTAL ASSETS 13,474,680 11,358,467 13,806,033 11,434,434 The notes on pages 5 to 15 form an integral part of the financial statements and consolidated financial statements. 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Unaudited Reviewed Page 2 The company only The consolidation Notes 1997 1996 1997 1996 (Baht'000) (Baht'000) (Baht'000) (Baht'000) LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Loans from bank 8 506,700 1,018,800 506,700 1,018,800 Accounts payable-trade 5,031,524 4,632,659 5,287,983 4,632,659 Amount due to subsidiary and affiliated companies 6 50,121 50,543 42,732 37,305 Current portion of long-term loans - 50,001 - 126,411 Other current liabilities Accrued income tax 64,028 59,679 81,246 69,227 Accrued expenses 115,442 216,033 140,615 216,033 Accounts payable - other 142,704 176,298 142,703 176,298 Others 51,584 79,790 88,686 83,037 Total current liabilities 5,962,103 6,283,803 6,290,665 6,359,770 Provision for retirement benefits 107,968 85,284 110,759 85,284 TOTAL LIABILITIES 6,070,071 6,369,087 6,401,424 6,445,054 Shareholders' equity Share capital 2,400,000 2,201,743 2,400,000 2,201,743 Share premium 3,290,152 1,523,288 3,290,152 1,523,288 Legal reserve 113,627 75,453 113,627 75,453 Retained earnings 1,600,830 1,188,896 1,600,830 1,188,896 SHAREHOLDERS' EQUITY 7,404,609 4,989,380 7,404,609 4,989,380 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 13,474,680 11,358,467 13,806,033 11,434,434 Director Date October 31, 1997 . Unaudited Reviewed Siam Makro Public Company Limited Page 3 Statements of income for the third quarter and the period of 9 months ended September 30, 1997 and 1996 The company only The company only For the third quarter For the period of 9 months Notes 1997 1996 1997 1996 (Baht'000) (Baht'000) (Baht'000) (Baht'000) REVENUES Sales 8,186,846 8,157,810 23,322,594 22,438,051 Other income Interest income 72,853 48,815 196,615 123,137 Service income 90,869 83,732 272,591 238,322 Others 29,946 13,872 82,391 37,429 TOTAL REVENUES 8,380,514 8,304,229 23,874,191 22,836,939 EXPENSES Cost of sales 7,533,557 7,516,279 21,301,127 20,615,358 Selling and administrative expenses 629,044 563,559 1,849,190 1,547,157 Interest expenses 7,941 15,756 22,042 21,296 Directors' remuneration 360 360 1,080 1,080 TOTAL EXPENSES 8,170,902 8,095,954 23,173,439 22,184,891 Net income before tax 209,612 208,275 700,752 652,048 Income tax (58,921) (56,067) (226,282) (188,819) Net income before share of profit from subsidiary and associated companies 150,691 152,208 474,470 463,229 Share of profit from subsidiary and associated companies 3,673 22,067 52,871 65,474 NET INCOME FOR THE PERIOD 154,364 174,275 527,341 528,703 STATEMENTS OF RETAINED EARNINGS Retained earnings brought forward 1,446,466 1,014,621 1,385,489 913,393 Net income for the period 154,364 174,275 527,341 528,703 Dividends 9 - - (312,000) (253,200) Retained earnings carried forward 1,600,830 1,188,896 1,600,830 1,188,896 EARNINGS PER SHARE 10 Net income 0.64 0.79 2.20 2.40 The notes on pages 5 to 15 form an integral part of the financial statements and consolidated financial statements. 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Unaudited Reviewed Siam Makro Public Company Limited Page 4 Consolidated statements of income for the third quarter and the period of 9 months ended September 30, 1997 and 1996 The consolidation The consolidation For the third quarter Forthe period of 9 months Notes 1997 1996 1997 1996 (Baht'000) (Baht'000) (Baht'000) (Baht'000) REVENUES Sales 8,557,536 8,157,810 23,923,030 22,438,051 Other income Interest income 41,227 30,650 130,177 69,263 Service income 87,777 83,282 272,591 236,972 Others 36,602 13,716 66,068 37,785 TOTAL REVENUES 8,723,142 8,285,458 24,391,866 22,782,071 EXPENSES Cost of sales 7,849,665 7,516,279 21,756,931 20,615,358 Selling and administrative expenses 630,735 505,579 1,805,033 1,373,873 Interest expenses 7,940 17,004 22,208 27,293 Directors' remuneration 360 360 1,080 1,080 TOTAL EXPENSES 8,488,700 8,039,222 23,585,252 22,017,604 Net income before income tax 234,442 246,236 806,614 764,467 Income tax (73,578) (67,461) (264,308) (222,564) Net income before share of loss from an associated company 160,864 178,775 542,306 541,903 Share of loss from an associated company (6,500) (4,500) (14,965) (13,200) NET INCOME FOR THE PERIOD 154,364 174,275 527,341 528,703 STATEMENTS OF RETAINED EARNINGS Retained earnings brought forward 1,446,466 1,014,621 1,385,489 913,393 Net income for the period 154,364 174,275 527,341 528,703 Dividends 9 - - (312,000) (253,200) Retained earnings carried forward 1,600,830 1,188,896 1,600,830 1,188,896 EARNINGS PER SHARE 10 Net income 0.64 0.79 2.20 2.40 The notes on pages 5 to 15 form an integral part of the financial statements and consolidated financial statements. 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