To inform agenda of Annual General Meeting No. 5

Translation April 8, 1998 Subject: To inform agenda of Annual General Meeting No.5 (after conversion into a public company limited) To : Director and Manager Stock Exchange of Thailand Pursuant to the resolution adopted by the Board of Directors, Annual General Meeting No.5 (after conversion into a public company limited) will be held on April 24, 1998 at 3.00 p.m., at Morakot Room of The Emerald Hotel, No. 99/1 Rachadapisek Road, Din Daeng Subdistrict, Din Daeng District, Bangkok Metropolis, Thailand to consider various matters according to the following agenda. 1. To consider confirming the Minutes of Annual General Meeting No.4 (after conversion into a public company limited) held on April 23,1997. Board of Directors' opinion Board of Directors are of the opinion that for the purpose of good order, the shareholders meeting should consider confirming the Minutes of Annual General Meeting No.4 (after conversion into a public company limited) held on April 23,1997. 2. To consider and approve the audited balance sheets, statements of income, and retained earning and statements of cash flows and the report of the auditors of Siam Makro Public Company Limited and its subsidiary as of December 31, 1997. Board of Directors' opinion Board of Directors are of the opinion that the audited balance sheets, statements of income, and retained earning and statements of cash flows and the report of the auditors of Siam Makro Public Company Limited and its subsidiary are correct and that they shall be considered and approved by the meeting of shareholders. 3. To consider and approve the following matters: 3.1 The report of the Company's Management regarding the Company's activities. 3.2 The Annual Report to the Shareholders Board of Directors' opinion Board of Directors are of the opinion that the Report of the Company's Management regarding the Company's activities and the annual report should be considered and approved by the meeting of shareholders. 4. To consider approving the declaration of the dividend payment and the appropriation of reserved fund. Board of Directors' opinion The Board of Directors are of the opinion that the meeting should consider approving the declaration of the dividend payment at the rate of 40.3% of the net profits, being Baht 0.85 per share, totalling 240,000,000 shares in the amount of Baht 204,000,000 and appropriation of part of the net profits as the reserve fund at the amount of Baht 25,283,086 being 5% of net profits. 5. To consider electing directors in place of those who are due to retire by rotation and fixing the directors' remuneration. Board of Directors' opinion There are 3 directors who are due to retire by rotation, namely, Mr.Prasert Jarupanich, Mrs.Suchada Ithijarukul and Ms.Patcharee Uttasart. However, they should be re-elected for another term since they are capable of managing the Company's businesses. In addition, a remuneration of the Company's directors should be fixed at the same amount as that of the previous year. 6. To consider and appoint the auditors and to fix the auditing fee for the fiscal year ended on December 31, 1998. Board of Directors' opinion The Board of Directors are of the opinion that the meeting of shareholders should consider and appoint Mr. Prasant Chuaphanich and/or Ms. Nangnoi Charoenthaveesub and/or Mr. Somchai Jinnovart of Coopers & Lybrand (Thai) Co.,Ltd. as the Company's auditors for the fiscal year ended on December 31, 1998. The auditing fee shall be fixed by the Board of Directors. 7. Other businesses (if any) Board of Directors' opinion The Board of Directors are of the opinion that this agenda should be included in order to allow the shareholders to propose any other matter to be considered by the meeting of shareholders in addition to those proposed by the Board of Directors. Very truly yours, Siam Makro Public Company Limited