DIVIDEND DECLARATION AND CALLING FOR AGM

Translation February 21, 2003 Subject : To inform the Board of Directors' resolution No.1/2003 To : Director and Manager Stock Exchange of Thailand The Board of Directors' Meeting of Siam Makro Public Company Limited No. 1/2003 held on February 20, 2003 made the following resolutions: - 1. The meeting unanimously resolved to closing the Company's share register book on April 4, 2003 at noon until the Annual General Shareholders' Meeting No. 10 (after conversion into a public company limited) is over so that the Company could determine the right of the shareholders who would be entitled to attend the Annual General Shareholders' Meeting No. 10 and to receive dividend to be declared by the Annual General Shareholders' Meeting No. 10. 2. The meeting unanimously resolved that the Annual General Shareholders' Meeting No. 10 (after conversion into a public company limited) be held on April 24, 2003 at 3.00 p.m. at Monthathip Room, Radisson Hotel Bangkok. No. 92 Soi Saengcham, Rama 9 Road, Huay Kwang, Bangkok 10320. The Agenda shall be as follows: Agenda 1 To consider and confirm the Minutes of the Annual General Shareholders' Meeting No. 9 (after conversion into a public company limited) held on April 29, 2002. Agenda 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 auditor of Siam Makro Public Company Limited and ts subsidiaries as of December 31, 2002. Agenda 3 To consider and confirm the following matters: 3.1 The report of the Company's Management regarding the Company's activities. 3.2 The payment of interim dividend on 8 July 2002 by the Board of Directors Meeting No. 6/2002 held on 11 June 2002. Agenda 4 To consider matters concerning the Directors who will retire by rotation and the Directors to be appointed in place of those who retire, and the Directors' remuneration. Agenda 5 To consider and approve matters concerning the declaration of the dividend payment and the appropriation of reserved fund. Agenda 6 To consider and appoint the auditors and to fix the auditing fee for the fiscal year ended December 31, 2003. Agenda 7 To consider and approve the amendment of Clause 3 of the Company's Memorandum of Association from having the objectives in the number of 30 clauses to be 32 clauses. Details of the proposed increase of the 2 new objectives are as follows: "(31) To engage in the business of trading of scale, balance, measure equipments including parts and apparatus of such goods. (32) To engage in the business of the bakery factory." The said amendment of the Memorandum of Association must be approved with an affirmative vote of not less than three forth of the total votes of shareholders attending the meeting and being entitled to vote. Agenda 8 Other businesses (if any). 3. The meeting unanimously resolved to propose to Annual General Shareholders' Meeting No. 10 (after conversion into a public company limited) for approval of the Company to declare dividend payment of Baht 840,000,000 representing 89.2% of the net profit for the year. Dividend per share is Baht 3.50 and the dividend payment date is on May 20, 2003. The reserve fund as at 31 December 2002 is up to Baht 240,000,000 being equal to 10% of registered capital, therefore, is not required to set aside more regal reserve. 4. The meeting unanimously resolved to propose to Annual General Shareholders' Meeting No. 10 (after conversion into a public company limited) to reappoint the Directors who are due to retire by rotation are Mr. Prasert Jarupanich, Mr. Francisco Henrique Passos Fernandes, Mr. Chavalit Uttasart and Mrs. Boonsin Srilertchaipanich to serve as the Company's Directors for another term since they are capable of managing the business of the Company. In addition, Mr. Chavalit Uttasart remains in the position of the Audit Committee in the appointment term since he is a qualified person and being independent as required by the SET, and to fix the payment of remuneration to the Directors except Mr. Antonio Carlos Pereira Melo, Mrs. Suchada Ithijarukul, Mrs. Boonsin Srilertchaipanich, Mr. Francisco Henrique Passos Fernandes and Mr. Eric Felix Maria Van Peer in the amount of not exceeding Baht 5,000,000 per year. 5. The meeting unanimously resolved to propose to Annual General Shareholders' Meeting No. 10 (after conversion into a public company limited) to appoint 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, 2003. In the absence of the above-named auditors, PricewaterhouseCoopers ABAS Limited is authorized to identify one other Certified Public Accountant with PricewaterhouseCoopers ABAS Limited to carry out the work and the remuneration to be determined by the Audit Committee. 6. The meeting unanimously resolved to propose to Annual General Shareholders' Meeting No. 10 (after conversion into a public company limited) for approval of the Company to amend the Clause 3 of the Company's Memorandum of Association from having the objectives in the number of 30 clauses to be 32 clauses in order to be consistent with the current business activities rendering by the Company. Details of the proposed increase of the 2 new objectives are as follows: "(31) To engage in the business of trading of scale, balance, measure equipments including parts and apparatus of such goods. (32) To engage in the business of the bakery factory." The said amendment of the Memorandum of Association must be approved with an affirmative vote of not less than three forth of the total votes of shareholders attending the meeting and being entitled to vote. Please be informed accordingly. Yours faithfully, Siam Makro Public Company Limited Signature (Charoen Assawajarukasem) SET Coordinator Manager