Dividend Declaration and Calling for AGM

Translation February 18, 2004 Subject : To inform the Board of Directors' resolution No.1/2004 To : Director and Manager Stock Exchange of Thailand The Board of Directors' Meeting of Siam Makro Public Company Limited No. 1/2004 held on February 18, 2004 made the following resolutions: - 1. The meeting unanimously resolved to close the Company's share register book on April 7, 2004 at noon until the Annual General Shareholders' Meeting No. 11 (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. 11 and to receive dividend to be declared by the Annual General Shareholders' Meeting No. 11. 2. The meeting unanimously resolved that the Annual General Shareholders' Meeting No. 11 (after conversion into a public company limited) be held on April 27, 2004 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. 10 (after conversion into a public company limited) held on April 24, 2003. Agenda 2 To consider and approve the audited balance sheets, statements of income, statements of changes in shareholders' equity and statements of cash flows and the report of the auditors of Siam Makro Public Company Limited and its subsidiaries as of December 31, 2003. Agenda 3 To consider, confirm and acknowledge the following matters: 3.1 To confirm the report of the Company's Management regarding the Company's activities. 3.2 To acknowledge the payment of interim dividend on 9 December 2003 declared by resolution of the Board of Directors' Meeting No. 4/2003 held on 12 November 2003. Agenda 4 To consider the election of the Directors to be in place of those who retire, and the Directors' remuneration. Agenda 5 To consider matters concerning the Audit Committee retirement by terms of appointment and the Audit Committee to be appointed in place of those who retire. Agenda 6 To consider and approve matters concerning the declaration of the dividend payment and the appropriation of reserved fund. Agenda 7 To consider and appoint the auditors and to fix the auditing fee for the fiscal year ended December 31, 2004. Agenda 8 To consider and approve the amendment of Article 3 of the Company's Article of Association to read as follows: "Article 3. Unless otherwise provided in these Articles of Association, the provisions of law governing public limited companies shall apply. The Company shall comply with the regulations, notifications, orders or rules of the Stock Exchange of Thailand so long as the Company's ordinary shares are listed on the Stock Exchange of Thailand. In this connection, in the case where the Company or its subsidiaries agree(s) to enter into a connected transaction or any transaction relating to the acquisition or disposition of assets of the Company or its subsidiaries pursuant to the definition prescribed in the notification of the Stock Exchange of Thailand enforceable on the related transaction of the listed companies or the acquisition or deposition of the assets of the listed companies, as the case may be, the Company must comply with the criteria and methods prescribed by the said notifications relating thereto. Any provision of these Articles of Association being in contrary to the regulations, notifications, orders or rules of the Stock Exchange of Thailand described in the above second paragraph, the said regulations, notifications, orders or rules shall prevail." The said amendment of the Articles 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 9 To consider other businesses (if any). 3. The meeting unanimously resolved to propose to Annual General Shareholders' Meeting No. 11 (after conversion into a public company limited) for approval of the Company to declare final dividend payment at the rate of 31.8% of the net profit for the year, at Baht 1.25 per share, totalling 240,000,000 shares being the total dividend of Baht 300,000,000 and that the dividend payment date is on the May 21, 2004. Since the reserve fund as at 31 December 2003 is Baht 240,000,000 being equal to 10% of registered capital, the Company, therefore, is not required to set aside more legal reserve. The amount of the said dividend is in addition to that of the interim dividend declared by the resolution of the Board of Directors' Meeting No. 4/2003 held on 12 November 2003 and having been paid since 9 December 2003 for the amount of Baht 300,000,000 therefor, total dividend amount being paid from 2003 profit will be Baht 600,000,000 or Baht 2.50 per share, equivalent to 63.5% of the net profit 4. The meeting unanimously resolved to propose to Annual General Shareholders' Meeting No. 11 (after conversion into a public company limited) to reappoint the Directors who are due to retire by rotation are Mr. Athaporn Khaimarn, Mr. Thira Wipuchanin, Mrs. Suchada Ithijarukul and Mr. Antonio Carlos Pereira Melo to serve as the Company's Directors for another term since they are capable of managing the business of the Company, 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 6,000,000 per year. 5. The meeting unanimously resolved to propose to Annual General Shareholders' Meeting No. 11 (after conversion into a public company limited) to reappoint Mr.Athaporn Khaimarn as the Chairman of the Audit Committee, Mr. Thira Wipuchanin and Mr. Chavalit Uttasart who are due for retirement on the date of the Annual General Shareholders' Meeting No. 11, which will be held on April 27, 2004 as members of the Audit Committee for another two years because their qualifications and independence are in compliance with the SET's requirements. 6. The meeting unanimously resolved to propose to Annual General Shareholders' Meeting No. 11 (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, 2004. 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. The Audit Committee presented that the Board of Directors be authorized to consider and approve the remuneration for the said auditors at the rate of up to Baht 3,257,055 being the 10% increase rate of the remuneration for the year 2003. 7. The meeting unanimously resolved to propose to Annual General Shareholders' Meeting No. 11 (after conversion into a public company limited) for approval of the Company to amend the Article 3 of the Company's Article of Association to read as follows: "Article 3. Unless otherwise provided in these Articles of Association, the provisions of law governing public limited companies shall apply. The Company shall comply with the regulations, notifications, orders or rules of the Stock Exchange of Thailand so long as the Company's ordinary shares are listed on the Stock Exchange of Thailand. In this connection, in the case where the Company or its subsidiaries agree(s) to enter into a connected transaction or any transaction relating to the acquisition or disposition of assets of the Company or its subsidiaries pursuant to the definition prescribed in the notification of the Stock Exchange of Thailand enforceable on the related transaction of the listed companies or the acquisition or deposition of the assets of the listed companies, as the case may be, the Company must comply with the criteria and methods prescribed by the said notifications relating thereto. Any provision of these Articles of Association being in contrary to the regulations, notifications, orders or rules of the Stock Exchange of Thailand described in the above second paragraph, the said regulations, notifications, orders or rules shall prevail." The said amendment of the Articles 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