Dividend Declaration and calling for AGM

Translation February 22, 2006 Subject : To inform the Board of Directors' resolution No.1/2006 To : Director and Manager Stock Exchange of Thailand The Board of Directors' Meeting of Siam Makro Public Company Limited No. 1/2006 held on February 22, 2006 made the following resolutions: - 1. The meeting unanimously resolved to close the Company's share register book on April 7, 2006 at noon until the Annual General Shareholders' Meeting No. 13 (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. 13 and to receive dividend to be declared by the Annual General Shareholders' Meeting No. 13. 2. The meeting unanimously resolved that the Annual General Shareholders' Meeting No. 13 (after conversion into a public company limited) be held on April 27, 2006 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. 1/2005 held on October 26, 2005. 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, 2005. Agenda 3 To consider and confirm the report of the Company's Management regarding the Company's activities. Agenda 4 To consider matters concerning the Audit Committee retirement by terms of appointment and the Audit Committee to be appointed in place of those who retire. Agenda 5 To consider the election of the Directors to be in place of those who retire, and the Directors' remuneration. Agenda 6 To consider and approve matters concerning the declaration of the dividend payment and the appropriation of reserved fund. Agenda 7 To consider and appoint the auditors and to fix the auditing fee for the fiscal year ended December 31, 2006. Agenda 8 To consider confirming the nomination of a person to receive the Decorations. Agenda 9 To consider other businesses (if any). 3. The meeting unanimously resolved to propose to Annual General Shareholders' Meeting No. 13 (after conversion into a public company limited) for approval of the Company to declare final dividend payment at the rate of 84.5% of the net profit for the year, at Baht 4 per share, totalling 240,000,000 shares being the total dividend of Baht 960,000,000 and that the dividend payment date is on May 15, 2006. Since the reserve fund as at 31 December 2005 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 Extraordinary General Shareholders' Meeting No. 1/2005 held on October 26, 2005 and having been paid since 15 November 2005 for the amount of Baht 1,200,000,000 therefore, total dividend amount being paid will be Baht 2,160,000,000 or Baht 9 per share, being 100% paid from the net profit for the year 2005 and the rest from retained earnings. 4. The meeting unanimously resolved to propose to Annual General Shareholders' Meeting No. 13 (after conversion into a public company limited) to reappoint Mr. Athaporn Khaimarn as the Chairman of the Audit Committee, Mr. Thira Wipuchanin and Mr. Chavalit Uttasart who are due for retirement on the date of the Annual General Shareholders' Meeting No. 13, which will be held on April 27, 2006 as members of the Audit Committee for another two years because their qualifications and independence are in compliance with the SET's requirements. 5. The meeting unanimously resolved to propose to Annual General Shareholders' Meeting No. 13 (after conversion into a public company limited) to reappoint the Directors who are due to retire by rotation are Mr. Chavalit Uttasart, Mrs. Saowaluck Thithapant, Mr. Francisco Henrique Passos Fernandes and Mr. Ruurd Jacobus Faber 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. Ruurd Jacobus Faber, Mrs. Suchada Ithijarukul, Mrs. Saowaluck Thithapant and Mr. Francisco Henrique Passos Fernandes in the amount of Baht 8,040,000 for the year 2006. 6. The meeting unanimously resolved to propose to Annual General Shareholders' Meeting No. 13 (after conversion into a public company limited) to appoint Mr. Somchai Jinnovart, Certified Public Accountant (Thailand) No.3271, Ms. Nangnoi Charoenthaveesub, Certified Public Accountant (Thailand) No.3044, and Mr. Prasan Chuaphanich, Certified Public Accountant (Thailand) No.3051 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, 2006. 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 3,800,000 being the 2.8% increased rate of the remuneration for the year 2005 amounting to Baht 3,697,954 which composed of the base audit fee and stock count attendance for the existing stores of Baht 3,579,954 and those fee for new stores opened in 2004 of Baht 118,000. Please be informed accordingly. Yours faithfully, Siam Makro Public Company Limited Signature (Charoen Assawajarukasem) SET Coordinator Manager