TO INFORM MINUTES OF ANNUAL GENERAL MEETING NO.5

Translation April 24, 1998 Subject : To inform Minutes of Annual General Meeting No.5 (after conversion into a public company limited) To : Director and Manager Stock Exchange of Thailand Pursuant to Annual General Meeting No.5 (after conversion into a public company limited) of Siam Makro Public Company Limited held on April 24,1998 during 3.00 - 4.00 p.m., at Morakot Room of The Emerald Hotel, No. 99/1 Rachadapisek Road, Din Daeng Subdistrict, Din Daeng District, Bangkok Metropolis, Thailand and has resolved the following matters :- 1. The meeting unanimously confirmed the Minutes of Annual General Meeting No.4 (after conversion into a public company limited) held on April 23,1997. 2. The meeting unanimously approved 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. 3. The meeting unanimously approved the report of the Company's Management regarding the Company's activities and the Annual Report of 1997. 4. The meeting unanimously approved 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. The meeting unanimously re-elected Mr.Prasert Jarupanich, Mrs. Suchada Ithijarukul and Ms.Patcharee Uttasart as the Company's directors for another term and fixed the remuneration of the Company's directors at the same amount as that of the previous year, i.e., the amount of not exceeding Baht 2,000,000 per year. 6. The meeting unanimously resolved that Mr. Prasant Chuaphanich and/or Ms. Nangnoi Charoenthaveesub and/or Mr. Somchai Jinnovart, Certified Public Accountant Nos. 3051, 3044, and 3271 of Coopers & Lybrand (Thai) Co., Ltd. be reappointed 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. There being no further business. Very truly yours, Siam Makro Public Company Limited