Approval of Connected Transactions

of connected persons major shareholder of SML holding directly and indirectly SML shares over 10%. 2.7.5) Company's justification : The auction will enable the Company to get lower price and expenses since there will be competition on price and service offering resulting the benefit of the Company. 2.7.6) Interested Directors and/or : (1) Mr. Francisco Henrique Passos Directors being connected Fernandes persons not attending the (2) Mr. Ruurd Jacobus Faber meeting nor having the right to vote Estimated expenses for the year : Baht 2,500,000 2006 As at 30 September 2005, the net tangible assets according to the Company's consolidated financial statement is Baht 9,484 Million. Consequently, the size of above transaction is less than 0.03% equivalent to Baht 2.85 Million. The value of transaction is not required the shareholders' meeting approval. 2.8) Service Fee on Training and Development of Supply Chain Distribution. 2.8.1) Service Provider : Makro Asia Management Ltd. (MAM) Service Receiver : Siam Makro Plc. (SML) Term of agreement : 1 year 2.8.2) Nature and scope of interest : MAM is a company of SHV group, a of connected persons major shareholder of SML holding directly and indirectly SML shares over 10%. 2.8.3) Company's justification : The transaction requires skill from experts outside Thailand. The service fee is cheaper than hiring employees. 2.8.4) Interested Directors and/or : (1) Mr. Francisco Henrique Passos Directors being connected Fernandes persons not attending the (2) Mr. Ruurd Jacobus Faber meeting nor having the right to vote Estimated expenses for the year : Baht 5,174,000 2006 As at 30 September 2005, the net tangible assets according to the Company's consolidated financial statement is Baht 9,484 Million. Consequently, the size of above transaction is over 0.03% equivalent to Baht 2.85 Million but less than 3% equivalent to Baht 285 Million.The value of transaction is not required the shareholders' meeting approval. 2.9) Service Fee on Training and Development of Technique on Commercial and others (Joint Buying). 2.9.1) Service Provider : Makro Asia Management Ltd. (MAM) Service Receiver : Siam Makro Plc. (SML) Term of agreement : 1 year 2.9.2) Nature and scope of interest : MAM is a company of SHV group, a of connected persons major shareholder of SML holding directly and indirectly SML shares over 10%. 2.9.3) Company's justification : To improve and develop efficiency of Purchase Division and other personal to be equal to international level. 2.9.4) Interested Directors and/or : (1) Mr. Francisco Henrique Passos Directors being connected Fernandes persons not attending the (2) Mr. Ruurd Jacobus Faber meeting nor having the right to vote Estimated expenses for the year : Baht 8,395,000 2006 As at 30 September 2005, the net tangible assets according to the Company's consolidated financial statement is Baht 9,484 Million. Consequently, the size of above transaction is over 0.03% equivalent to Baht 2.85 Million but less than 3% equivalent to Baht 285 Million.The value of transaction is not required the shareholders' meeting approval. 2.10) Cost of B2B and MBS 2000 enhancement pursuant to the following details: 2.10.1) Date of transaction : 17 December 2004 Reference to B2B Software License Agreement dated 1 September 2000 and MBS 2000 Part II, Software Sub- License Agreement dated 1 January 1999 Service Provider : Orkam Asia Management AG (OAM) Service Receiver : Siam Makro Plc. (SML) 2.10.2) Type of transaction : To modify MBS version 2006 and B2B which SML is granted the right to use software license namely "B2B e-commerce" and MBS 2006 by receiving source code from the other party to be used for support operations and sharing and exchanging information through the internet between SML and local suppliers. 2.10.3) Total Value of Service Fee : Euro 456,700 2.10.4) Nature and scope of interest : OAM is a company of SHV group, a of connected persons major shareholder of SML holding directly and indirectly SML shares over 10%. 2.10.5) Company's justification : The software is used in running daily operation and need to modify by the Licensor to match with the current requirements for management efficiency improvement. The expenses paid are cheaper than local system development. 2.10.6) Interested Directors and/or : (1) Mr. Francisco Henrique Passos Directors being connected Fernandes persons not attending the (2) Mr. Ruurd Jacobus Faber meeting nor having the right to vote Estimated expenses for the year : Baht 25,676,700 2006 (including tax) As at 30 September 2005, the net tangible assets according to the Company's consolidated financial statement is Baht 9,484 Million. Consequently, the size of above transaction is over 0.03% equivalent to Baht 2.85 Million but less than 3% equivalent to Baht 285 Million.The value of transaction is not required the shareholders' meeting approval. Please be informed accordingly. Yours faithfully, Siam Makro Public Company Limited Signature (Mr. Charoen Assawajarukasem) SET Coordinator Manager