RESOLUTIONS OF ANNUAL GENERAL SHAREHOLDERS' MEETING NO. 9

(Translation) April 29, 2002 Subject : Notification on Resolutions of Annual General Shareholders' Meeting No.9 (after conversion into a public company limited) To : Director and Manager Stock Exchange of Thailand Pursuant to Annual General Shareholders' Meeting No.9 (after conversion into a public company limited) of Siam Makro Public Company Limited held on April 29, 2002 during 4.00 - 5.00 p.m., at Monthathip Room of The Radisson Hotel Bangkok, No. 92 Rama 9 Road, Bangkapi Subdistrict, Huay Kwang District, Bangkok Metropolis, Thailand, the following resolutions have been unanimously adopted: 1. Confirmation of the Minutes of Annual General Shareholders' Meeting No. 8 (after conversion into a public company limited) held on April 5, 2001. 2. Approval of the audited balance sheets, statements of income, and retained earnings and statements of cash flows and the report of the auditor of Siam Makro Public Company Limited and its subsidiaries as of December 31, 2001. 3. Approval of the report of the Company's Board of Directors regarding the Company's business activities. 4. Approval on the appointment of Mr. Antonio Carlos Pereira Melo as a director to replace the vacancy due to the resignation of Mr. Jacob Cornelio Adriano de Jonge and on the redesignation of the authorized directors for the benefit of the Board of Directors as follows: "Number of directors whose signatures bind the Company are Mr. Arsa Sarasin, Mr. Prasert Jarupanich, Mrs. Suchada Ithijarukul, Mrs. Boonsin Srilertchaipanich, Mr. Antonio Carlos Pereira Melo and Mr. Hessel Franssen, any two of these six directors signing jointly with the Company's seal affixed." 5. Re-election of Mr. Arsa Sarasin, Mr. Dhanin Chearavanont and Mr. Eric Felix Maria Van Peer as the Directors for another term and fix of the remuneration of the Company's Directors for the year 2002 except Mr. Antonio Carlos Pereira Melo, Mrs. Suchada Ithijarukul, Mrs. Boonsin Srilertchaipanich, Mr. Hessel Franssen and Mr. Eric Felix Maria Van Peer in the amount of not exceeding Baht 5 Million per year. 6. Re-election of Mr. Athaporn Khaimarn as the Chairman of the Audit Committee, Mr. James Stent and Mr. Chavalit Uttasart as the members of the Audit Committee for another 2 years. 7. Approval on the declaration of the dividend payment at the rate of 42.6% of the net profit for the year, being Baht 1.75 per share, totalling 240,000,000 shares in the amount of Baht 420,000,000 and the dividend payment date is on May 24, 2002. The reserve fund as at 31 December 2001 is up to Baht 240,000,000 being equal to 10% of registered capital, the Company, therefore, is not required to set aside more legal reserve. 8. Appointment of Mr. Prasan Chuaphanich, Certified Public Accountant (Thailand) No. 3051, Ms. Nangnoi Charoenthaveesub, Certified Public Accountant (Thailand) No. 3044, and Mr. Somchai Jinnovart, Certified Public Accountant (Thailand) No. 3271 of PricewaterhouseCoopers ABAS Limited as the Company's auditors, any one being authorized to conduct the audit and express an opinion on the annual financial statements of the Company, for the fiscal year ended on December 31, 2002. In the absence of the above-named auditors, PricewaterhouseCoopers ABAS Limited is authorized to identify the other Certified Public Accountant with PricewaterhouseCoopers ABAS Limited to carry out the work with the auditing fee to be determined by the Audit Committee. 9. Approval of the amendment of Article 8 of the Company's Articles of Association as follows: "Article 8. The Company may not own its own shares or take them in pledge, except the shares redeemed by the Company in the following cases: (1) Redeemed from the shareholders voting against the resolutions of the shareholders meeting adopting the amendment of the Company's Articles of Association regarding the voting rights and the right to dividend due to the said shareholders' opinion that they would not obtain the fair treatment; or (2) Redeemed for financial administration purpose in the event that the Company has accumulated profits and excess liquidity, provided that such redemption does not create a financial problem for the Company. The shares owned by the Company may not be counted as a quorum at a shareholders meeting. The Company shall not be entitled to vote nor be counted as the vote for the resolution of the shareholders meeting nor be entitled to dividend for the redeemed shares. In the case where the share repurchase does not exceed 10% of the paid up capital, the Company's Board of Directors is authorized to make the decision to repurchase shares in the number of not exceed 10% of the paid up capital and to resell or to dispose of the redeemed shares without obtaining prior approval of the shareholders meeting. In the case where the share repurchase exceeds 10% of the paid up capital, the Company must obtain prior approval of the shareholders meeting to proceed with the transaction. The Company must dispose of the redeemed shares within the period of time stipulated by the laws. If the Company does not dispose of or is unable to dispose of all the redeemed shares within such period, the Company must reduce its paid-up capital by cancelling the remaining redeemed shares. The share repurchase, the share disposal and the share cancellation described above shall be complied with criteria and procedures stipulated by the laws on public limited companies, related Ministerial Regulations and the Stock Exchange of Thailand's rules and regulations." Please be informed accordingly. Very truly yours, Signature (Charoen Assawajarukasem)