ORDINARY SHAREHOLDERS' MEETINGS NO. 6

Translation April 21, 1999 Subject : To inform the Board of Directors' resolution regarding the agenda of Annual General Meeting No. 6 To : Director and Manager Stock Exchange of Thailand Pursuant to the resolution adopted by the Board of Directors, Annual General Meeting No.6 (after conversion into a public company limited) will be held on April 30, 1999 at 3.00 p.m., at Rachavadee Room of The Radisson Hotel Bangkok, No. 92 Soi Saengcham, Rama 9 Road, Bangkapi Subdistrict, Huay Kwang District, Bangkok Metropolis, Thailand to consider various matters according to the following agenda. 1. To consider and approve the Minutes of the Annual General Meeting No. 5 (after conversion into a public company limited) held on April 24, 1998. 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 the Annual General Meeting No. 5 (after conversion into a public company limited) held on April 24, 1998. 2. To consider and approve the audited balance sheets, statements of income, and retained earnings and statements of cash flows and the report of the auditors of Siam Makro Public Company Limited and its subsidiaries as of December 31, 1998. Board of Directors' opinion Board of Directors are of the opinion that the audited balance sheets, statements of income, and retained earnings and statements of cash flows and the report of the auditors of Siam Makro Public Company Limited and its subsidiaries 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 appointing the Audit Committee. Board of Directors' opinion Board of Directors are of the opinion that the Board of Directors would reported to the Annual General Meeting No.6 the requirements and regulations for the appointment of the Audit Committee in compliance with the rules of the Stock Exchange of Thailand and that the Board of Directors appointed members of the Audit Committee who the qualifications and independence required by Stock Exchange of Thailand after the Annual General Meeting No.6 provided that such appointment of the members of the Audit Committee be completed by December 31, 1999. 5. To consider increasing the members of the Board of Directors. Board of Directors' opinion Board of Directors are of the opinion that the Board of Directors would proceed to select the increased number of members of the Board of Directors from 7 directors to not exceeding 9 directors who had good experience, capability and suitability to hold the directorship of the Company and fixed the directors' remuneration except that of the Executive Directors and made recommendation to the Annual General Meeting No.6 for its consideration. 6. To consider electing directors in place of those who are due to retire by rotation and the directors' remuneration. Board of Directors' opinion There are 4 directors who are due to retire by rotation namely, Mr. Arsa Sarasin, Mr. Dhanin Chearavanont, Mr. Jacob Cornelio Adriano de Jonge and Mr.Arnold Maria Leo Tobac. 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 directors excluding the Executive Directors should not exceed Baht 4 Million per year. 7. 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 40.7 % 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 25,037,303 being 5% of net profits. 8. To consider and appoint the auditors and to fix the auditing fee for the fiscal year ended December 31, 1999. Board of Directors' opinion The Board of Directors are of the opinion that the meeting of shareholders should consider and appoint Mr.Prasan Chuaphanich and/or Ms. Nangnoi Charoenthaveesub and/or Mr.Somchai Jinnovart of PricewaterhouseCoopers Audit and Business Advisory Services Ltd. as the Company's auditors for the fiscal year ended December 31, 1999 with the remuneration to be determined by the Board of Directors. 9. To report the actions for the Y2K compliance. Board of Directors' opinion The Board of Directors are of the opinion to confirm and approve the said report. 10. 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