Resolutions of Annual General Shareholders' Meeting No. 12

(Translation) April 25, 2005 Subject : Notification on Resolutions of Annual General Shareholders' Meeting No.12 (after conversion into a public company limited) To : Director and Manager Stock Exchange of Thailand Pursuant to Annual General Shareholders' Meeting No.12 (after conversion into a public company limited) of Siam Makro Public Company Limited held on April 25, 2005 during 3.00-4.00 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 Extraordinary General Shareholders' Meeting No. 1/2004 held on December 29, 2004. 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, 2004. 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 September 2004. 4. Re-election of Mr. Dhanin Chearavanont, Mr. Arsa Sarasin, Mr. Prasert Jarupanich and Mr. David Thomas Binnion as the Directors for another term and fix of the remuneration of the Company's Directors for the year 2005 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. Approval on the declaration of the 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 in the amount of Baht 420,000,000 and the dividend payment date being on May 10, 2005. The reserve fund as at 31 December 2004 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.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, therefore, 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. 6. 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, 2005. 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 3,400,000 excluding physical stock take fee and new store opened in 2005, being the 7% increased rate of the remuneration for the year 2004. The 2005 audit fee including stock take will be Baht 3,650,000, 6.9% increased from the last year. There is no further business. Please be informed accordingly. Very truly yours, Siam Makro Public Company Limited Signature (Charoen Assawajarukasem)