Approval of Connected Transactions

Translation December 19, 2006 Subject : To inform the Board of Directors' resolutions No. 8/2006 To : Director and President The Stock Exchange of Thailand The Board of Directors' Meeting of Siam Makro Public Company Limited No. 8/2006 held on December 19, 2006 has approved the following connected transactions for the year 2007. 1. Software License Agreement pursuant to the following details: 1.1 Date of transaction : 1 January 2007 Term of agreement : 1 year, to be renewed on yearly basis Licensor : Orkam Asia Management AG (OAM) Licensee : Siam Makro Plc. (SML) 1.2 Type of transaction : SML is granted the right to use software license namely "MBS2000". 1.3 Total Value of Consideration : SML pays one time License fee of Euro 22,689 per new store opening. SML has to absorb all taxes incurred in relations to payment. 1.4 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%. 1.5 Company's justification : The software is used for recording sales system, goods receiving, stock system, customer system of new stores and consolidation of information of all stores. The expenses paid for each store are cheaper than local system development. 1.6 Interested Directors and/or : (1) Mr. Dennis Casey Directors being connected (2) Mr. Ruurd Jacobus Faber persons not attending the meeting nor having the right to vote. Estimated expenses for the year : Baht 2,350,000 2007 (including tax) As at 30 September 2006, the net tangible assets according to the Company's consolidated financial statement is Baht 8,180 Million. Consequently, the size of above transaction is less than 0.03% equivalent to Baht 2.45 Million. The value of transaction is not required the shareholders' meeting approval. 2 Trademark License Agreement pursuant to the following details: 2.1) Date of transaction : 1 January 2007 Term of agreement : 1/1/2007-31/12/2007 Licensor : Orkam Asia Trademark AG (OAT) Licensee : Siam Makro Plc. (SML) Makro Office Centre (MOC) 2.2 Type of transaction : SML and MOC are granted to use trademarks and service marks. 2.3 Total Value of Consideration : SML pays royalties of 0.5% of the total gross sales of the first 10 stores of SML and total gross sales of all stores of MOC. SML and MOC have to absorb all taxes in relations with the payment. 2.4 Nature and scope of interest : OAT is a company of SHV group, a of connected persons major shareholder of SML holding directly and indirectly SML shares over 10%. 2.5 Company's justification : The company has been using the trademark such as "Makro", "MOC", "ARO" etc. in operating the businesses. Apart from that, our store lay out, products display including the know how in operating "Cash and Carry" business have been developed by Makro and MOC. Whenever, there are any new technique or store format in other countries, those best practice know how will be transferred to SML or MOC in improving our company performance. 2.6) Interested Directors and/or : (1) Mr. Dennis Casey Directors being connected (2) Mr. Ruurd Jacobus Faber persons not attending the meeting nor having the right to vote. Estimated expenses for the year : Baht 155,400,000 2007 (including tax) As at 30 September 2006, the net tangible assets according to the Company's consolidated financial statement is Baht 8,180 Million. Consequently, the size of above transaction is over 0.03% equivalent to Baht 2.45 Million but less than 3% equivalent to Baht 245 Million. The value of transaction is not required the shareholders' meeting approval. 3. Insurance Premium on Umbrella Insurance arranged by Orkam Asia Management AG: Charging for USD 66,000 (Approximately Baht 2.6 Million at Exchange Rate : USD 1 = Baht 40) (No withholding tax at source) 3.1 Company's justification : For minimizing risks in relation to any damage to be occurred from any act of SML and MOC to the third parties. The insurance coverage is Euro 50 Million (approximately Baht 2,450 Million), the insurance premium of which is lower than that to be insured by SML. 3.2 Interested Directors and/or : (1) Mr. Dennis Casey Directors being connected (2) Mr. Ruurd Jacobus Faber persons not attending the meeting nor having the right to vote. Estimated expenses for the year : Baht 2,640,000 (USD 66,000 with 2007 (excluding tax) exchange rate of USD 1 = Baht 40) As at 30 September 2006, the net tangible assets according to the Company's consolidated financial statement is Baht 8,180 Million. Consequently, the size of above transaction is over 0.03% equivalent to Baht 2.45 Million but less than 3% equivalent to Baht 245 Million. The value of transaction is not required the shareholders' meeting approval. 4. Prophix (for preparing Budgets), Software License Agreement pursuant to the following details: 4.1 Date of transaction : 1 December 2006 Term of agreement : No fixed period. Any party may terminate the Agreement by notifying to the other in advance of 3 months before 31 December of every year. Licensor : Orkam Asia Management AG (OAM) Licensee : Siam Makro Plc. (SML) 4.2 Type of transaction : Improvement and development of Prophix Software to be used for preparing budgets and reports. 4.3 Total Value of Consideration : SML pays annual License fee of USD 4,180 (20% of fee per user of USD 550 for 38 users). SML has to absorb all taxes incurred in relations to payment. 4.4 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%. 4.5 Company's justification : The software is used for supporting the yearly budgeting, monthly forecasting and reporting process. The expenses paid for each store are cheaper than local system development. 4.6 Interested Directors and/or : (1) Mr. Dennis Casey Directors being connected (2) Mr. Ruurd Jacobus Faber persons not attending the meeting nor having the right to vote. Estimated expenses for the year : Baht 200,000 2007 (including tax) As at 30 September 2006, the net tangible assets according to the Company's consolidated financial statement is Baht 8,180 Million. Consequently, the size of above transaction is less than 0.03% equivalent to Baht 2.45 Million. The value of transaction is not required the shareholders' meeting approval. 5. Agreement to use Website and Tools for Auction pursuant to the following details: 5.1 Date of transaction : 1 January 2007 Term of agreement : 1 year end of 31 December 2007 Service Provider : Makro Asia Management Ltd. (MAM) Service Receiver : Siam Makro Plc. (SML) 5.2 Type of transaction : SML is granted the right to access to the tools made available by WWRE for the purpose of executing auctions to assist in the buying process. 5.3 Total Value of Consideration : SML pays proportion cost of WWRE's membership fee calculated from purchases which be made through auctions in the year 2007 by making payment on 30 June and 31 December. 5.4 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%. 5.5 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. 5.6 Interested Directors and/or : (1) Mr. Dennis Casey Directors being connected (2) Mr. Ruurd Jacobus Faber persons not attending the meeting nor having the right to vote. Estimated expenses for the year : Baht 900,000 2007 As at 30 September 2006, the net tangible assets according to the Company's consolidated financial statement is Baht 8,180 Million. Consequently, the size of above transaction is less than 0.03% equivalent to Baht 2.45 Million. The value of transaction is not required the shareholders' meeting approval. 6. Business Intelligence System (BI) (Consultancy, Software License and Maintenance Agreement) pursuant to the following details: 6.1 Date of transaction : 1 December 2006 Term of agreement : 1 year, to be renewed on yearly basis Licensor : Orkam Asia Management AG (OAM) Licensee : Siam Makro Plc. (SML) 6.2 Type of transaction : SML is granted the right to use software license in relation to BI System by receiving source code from the other party to be used. 6.3 Total Value of Consideration : EUR 219,000 (approximately Baht 10.7 million). SML has to absorb all taxes incurred in relations to payment. 6.4 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%. 6.5 Company's justification : BI Project involves the utilization of new software and related hardware via the Company's computer system of the head office and all stores to increase efficiency on the Company's information management. 6.6 Interested Directors and/or : (1) Mr. Dennis Casey Directors being connected (2) Mr. Ruurd Jacobus Faber persons not attending the meeting nor having the right to vote. Estimated expenses for the year : Baht 11,300,000 2007 (Including tax) As at 30 September 2006, the net tangible assets according to the Company's consolidated financial statement is Baht 8,180 Million. Consequently, the size of above transaction is over 0.03% equivalent to Baht 2.45 Million but less than 3% equivalent to Baht 245 Million. The value of transaction is not required the shareholders' meeting approval. 7. Cost of Thin client system and Fresh Suchama system and B2B development pursuant to the following details: 7.1 Service Provider : Orkam Asia Management AG (OAM) Service Receiver : Siam Makro Plc. (SML) Term of agreement : 1 year 7.2 Type of transaction : Thin client-To provide system for keeping data of Company's management and security protection purpose. Fresh Suchama-To provide system to improve and develop efficiency of Fresh D.C. system. B2B development. 7.3 Total Value of Consideration : USD 217,500. SML has to absorb all taxes incurred in relations to payment. 7.4 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%. 7.5 Company's justification : The software will be used in running daily operation to match with the current requirements for management efficiency improvement and security purpose. The expenses paid are cheaper than local system development. 7.6 Interested Directors and/or : (1) Mr. Dennis Casey Directors being connected (2) Mr. Ruurd Jacobus Faber persons not attending the meeting nor having the right to vote. Estimated expenses for the year : Baht 9,200,000 2007 (Including tax) As at 30 September 2006, the net tangible assets according to the Company's consolidated financial statement is Baht 8,180 Million. Consequently, the size of above transaction is over 0.03% equivalent to Baht 2.45 Million but less than 3% equivalent to Baht 245 Million. The value of transaction is not required the shareholders' meeting approval. 8. Commercial Consultancy Agreement: 8.1 Date of transaction : 1 January 2007 Term of Agreement 1 January 2007- 31 December 2007 Service Provider : Makro Asia Management Ltd. (MAM) Service Receiver : Siam Makro Plc. (SML) 8.2 Type of transaction : - To improve and develop efficiency of Purchase Division and other personal 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. 8.3 Total Value of Consideration : Baht 14,200,000 (excluding VAT) 8.4 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%. 8.5 Company's justification : - To improve and develop efficiency of 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 (more)