Approval of Additional Connected Transactions

Translation May 9, 2006 Subject : To inform the Board of Directors' resolutions No. 3/2006 To : Director and President The Stock Exchange of Thailand The Board of Directors' Meeting of Siam Makro Public Company Limited No. 3/2006 held on May 9, 2006 has adopted the following resolutions: - The additional connected transactions for the year 2006 be approved. The Company had been approved to enter into the connected transactions for the year 2006 pursuant to the resolutions adopted by the Board of Directors' Meeting No.6/2005 held on 13 December 2005. However, due to the modification of the contractors' services as well as the Company's need to increase the competition effectiveness, there are the increase of services' scope resulting higher service fees than those approved, the details of which are as follows: Commercial Consultancy Agreement pursuant to the following details: Date of Transaction : 4 January 2006 Term of Agreement : 4 January 2006-31 December 2006 Service Provider : Makro Asia Management Co., Ltd. (MAM) Service Recipient : Siam Makro Plc. (SML) Type of transaction : - To improve and develop efficiency of Purchase Division and other personnel to be equal to international level and to seek new products with cheaper costs. - To provide training on the auction through internet and to assist and recommend on development and selection of the products to be purchased by auction. - To do marketing research and analysis upon request, to develop own brand articles and quality, to recommend new own brand articles and the price suitability and to provide all the necessary information on own brand articles to Buyer Director and the responsible Buyers. Total Value of Service Fee : USD 493,000 (excluding VAT) at the exchange rate ruling on the date of each MAM's invoice. Nature and scope of interest : MAM is a company of SHV group, a major of connected persons shareholder of SML holding directly and indirectly SML shares over 10%. Company's justification and : - To improve and develop efficiency of necessity Purchase Division and other personnel to be equal to international level. - Due to the auction on the purchase of the products as well as expenses being cheaper and lower than normal process. - Own brands products are for our core customer group, Horeca. Own brand products quality is as same as those of leader brands while their prices are significantly lower than those of leader brands. The percentage of gross profit to sales of own brand is much higher than those of other products. The hire of service from MAM is due to that company has qualified experienced staff in own brand development and the service payment paid to that company can make us to have more own brand sales. 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 19,000,000 2006 As at 31 December 2005, the net tangible assets according to the Company's consolidated financial statement is Baht 8,633 Million. Consequently, the size of above transactions are over 0.03% equivalent to Baht 2.58 Million but less than 3% equivalent to Baht 259 Million. The value of transactions are not required the shareholders' meeting approval. Please be informed accordingly. Yours faithfully, Siam Makro Public Company Limited Signature (Mr. Charoen Assawajarukasem) SET Coordinator Manager