Resolutions of Annual General Shareholders' Meeting No. 11

(Translation) April 27, 2004 Subject : Notification on Resolutions of Annual General Shareholders' Meeting No.11 (after conversion into a public company limited) To : Director and Manager Stock Exchange of Thailand Pursuant to Annual General Shareholders' Meeting No.11 (after conversion into a public company limited) of Siam Makro Public Company Limited held on April 27, 2004 during 3.00 - 3.45 p.m., at Monthathip Room of Radisson Hotel Bangkok, No. 92 Rama 9 Road, Bangkapi Subdistrict, Huay Kwang District, Bangkok Metropolis, Thailand, the following resolutions have been adopted: 1. Confirmation of the Minutes of Annual General Shareholders' Meeting No. 10 (after conversion into a public company limited) held on April 24, 2003. 2. Approval of the audited balance sheets, statements of income, statements of changes in shareholders' equity, statements of cash flows and the report of the auditor of Siam Makro Public Company Limited and its subsidiaries as of December 31, 2003. 3. Confirmation of the report of the Company's Management regarding the Company's business activities and acknowledgement of the payment of interim dividend on 9 December 2003. 4. Re-election of Mr. Athaporn Khaimarn, Mr. Thira Wipuchanin, Mrs. Suchada Ithijarukul and Mr. Antonio Carlos Pereira Melo as the Directors for another term and fix of the remuneration of the Company's Directors for the year 2004 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. Re-appointment of Mr. Athaporn Khaimarn as the Chairman of the Audit Committee, Mr. Thira Wipuchanin and Mr. Chavalit Uttasart as the members of the Audit Committee for another 2 years. 6. Approval on the declaration of the dividend payment being Baht 1.25 per share, totalling 240,000,000 shares in the amount of Baht 300,000,000 and the dividend payment date being on May 21, 2004. The reserve fund as at 31 December 2003 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. 7. 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 to 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 the other Certified Public Accountant with PricewaterhouseCoopers ABAS Limited to carry out the work and the Audit Committee presented that the Board of Directors be authorized to consider and approve the auditing fee at the rate of up to Baht 3,257,055. The said auditing fee does not include the remuneration in the case of the auditors attending the observation on the stock count during the year at each branch of the Company. 8. Approval of the amendment of Article 3 of the Company's Articles 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." There is no further business. Please be informed accordingly. Very truly yours, Siam Makro Public Company Limited Signature (Charoen Assawajarukasem)