Dividend Declaration and Calling for AGM

Translation February 18, 2005 Subject : To inform the Board of Directors' resolution No.1/2005 To : Director and Manager Stock Exchange of Thailand The Board of Directors' Meeting of Siam Makro Public Company Limited No. 1/2005 held on February 18, 2005 made the following resolutions: - 1. The meeting unanimously resolved to close the Company's share register book on April 5, 2005 at noon until the Annual General Shareholders' Meeting No. 12 (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. 12 and to receive dividend to be declared by the Annual General Shareholders' Meeting No. 12. 2. The meeting unanimously resolved that the Annual General Shareholders' Meeting No. 12 (after conversion into a public company limited) be held on April 25, 2005 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 Extraordinary General Shareholders' Meeting No. 1/2004 held on December 29, 2004. 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, 2004. 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 September 2004 declared by resolution of the Board of Directors' Meeting No. 3/2004 held on 11 August 2004. 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 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, 2005. Agenda 7 To consider other businesses (if any). 3. The meeting unanimously resolved to propose to Annual General Shareholder's Meeting No. 12 (after conversion into a public company limited) for approval of the Company to declare final dividend payment at the rate of 37.9% of the net profit for the year, at Baht 1.75 per share, totalling 240,000,000 shares being the total dividend of Baht 420,000,000 and that the dividend payment date is on the May 10, 2005. Since the reserve fund as at 31 December 2004 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. 3/2004 held on 11 August 2004 and having been paid since 9 September 2004 for the amount of Baht 240,000,000 therefor, total dividend amount being paid from 2004 profit will be Baht 660,000,000 or Baht 2.75 per share, equivalent to 59.6% of the net profit. 4. The meeting unanimously resolved to propose to Annual General Shareholders' Meeting No. 12 (after conversion into a public company limited) to reappoint the Directors who are due to retire by rotation are Mr. Dhanin Chearavanont, Mr. Arsa Sarasin, Mr. Prasert Jarupanich, and Mr. David Thomas Binnion 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. Saowaluck Thithapant and Mr. Francisco Henrique Passos Fernandes in the amount of not exceeding Baht 7,000,000 per year. 5. The meeting unanimously resolved to propose to Annual General Shareholders' Meeting No. 12 (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, 2005. 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 3,400,000 (excluding physical stock take fee and new store open in 2005) being the 7% increased rate of the remuneration for the year 2004 being consistent with the expansion of the Company. The 2005 audit fee including stock take will be Baht 3,650,000 being the 6.9% increased from the last year. Please be informed accordingly. Yours faithfully, Siam Makro Public Company Limited Signature (Charoen Assawajarukasem) SET Coordinator Manager