To invest in Siam Food Services Limited

Translation November 29, 2004 Subject : Resolutions of the Board of Directors Meeting No.5/2004 To : The President The Stock Exchange of Thailand The Board of Directors' Meeting of Siam Makro Public Company Limited No. 5/2004 held on November 29, 2004 has adopted the following resolutions:- 1. The Company be approved, subject to shareholders' approval as required pursuant to Section 107 of the Public Limited Companies Act B.E. 2535 (the "PLCA"), to purchase 100% shares of Siam Food Services Limited ("Siam Food") from Diethelm Trading Co., Ltd. and all other shareholders(the "Proposed Acquisition"). Siam Food is a leading provider of premium food products and logistic services to the food service industry in Thailand. It specialises in the nationwide supply of value added and highly specific frozen and chilled meat, seafood, poultry, potato, dairy, bakery, and ethnic food and beverage products. Its principle customers are in the Full and Quick Service Restaurants industry segments. These include all major, independent and multi-national restaurant operations, hotels and contract food service operations. The Board of Directors believes that the Proposed Acquisition is in line with the Company's strategic direction to offer food service business to the customers under Hotel, Restaurant and Food Operators group which will in turn increase the future performance of the Company. The Company entered into the Memorandum of Understanding ("MOU") with Diethelm Trading Co., Ltd. on 12 November 2004 and is carrying out both financial and legal due diligence exercises. Upon satisfaction of the due diligence exercises and provided that the approval is given by the shareholders, the Company plans to enter into the Share Purchase Agreement with Diethelm Trading Co., Ltd. (the "SPA") and to complete the Proposed Acquisition by the end of this year in order for Siam Food to become a wholly-owned subsidiary of the Company from the beginning of financial year 2005. The acquisition price (which may be adjusted in accordance with the SPA following the completion of the audited financial statements of Siam Food) is set at approximately Baht 230 million plus the repayment by the company of Baht 35 million owed by Siam Food to Diethelm Trading Co., Ltd . In addition, the company is expected to arrange for release of Baht 110 million guaranty given by Diethelm Trading Co., Ltd in respect of certain indebtedness of Siam Food. The Company is required, pursuant to Section 107 of the PLCA, to obtain shareholders' approval prior to purchasing the business of another company. On the other hand, the size of the Proposed Acquisition does not fall into any particular class of transaction as prescribed in the SET Notification Re: Rules, Procedures and Disclosure of Information Concerning the Acquisition and Disposition of Assets of Listed Companies, 2004, nor is the Proposed Acquisition regarded a connected transaction pursuant to the SET Notification Re: Disclosure of Information and Act of Listed Companies Concerning the Connected Transaction, 2003. Thus the shareholders' approval is required pursuant to the PLCA and not the relevant SET Notifications. 2. The Extraordinary General Shareholders' Meeting No. 1/2004 be fixed at 3.00 p.m. on December 29, 2004 at Rachavadee Room, The Radisson Hotel to consider and approve the following agenda: 2.1 To consider confirming the minutes of the Annual General Shareholders' Meeting No.11 (after conversion into a public company limited) held on April 27, 2004. 2.2 To consider approving the purchase of 100% shares in Siam Food from Diethelm Trading Co., Ltd. and all other shareholders. 2.3 To consider other businesses (if any). 3. The Company's share register book be closed from December 14, 2004 at noon until the Extraordinary General Shareholders' Meeting No. 1/2004 is over. This will enable the Company to determine the right of the shareholders who are entitled to attend the Extraordinary General Shareholders' Meeting No. 1/2004. Please be informed accordingly. Yours faithfully, Siam Makro Public Company Limited Signature (Charoen Assawajarukasem) SET Coordinator Manager