Dividend Declaration and calling for AGM

Translation February 22, 2007 Subject : To inform the Board of Directors' resolution No.1/2007 To : Director and Manager Stock Exchange of Thailand The Board of Directors' Meeting of Siam Makro Public Company Limited No.1/2007 held on February 22, 2007 made the following resolutions: - 1. The meeting unanimously resolved to close the Company's share register book on April 9, 2007 at noon until the Annual General Shareholders' Meeting No. 14 (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. 14 and to receive dividend to be declared by the Annual General Shareholders' Meeting No. 14. 2. The meeting unanimously resolved that the Annual General Shareholders' Meeting No. 14 (after conversion into a public company limited) be held on April 27, 2007 at 4.00 p.m. at Wassana 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 Annual General Meeting No. 13 (after conversion into a public company limited) held on April 27, 2006. 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, 2006. Agenda 3 To consider, confirm and acknowledge the following matters: 3.1 To confirm the report of the Company's Management regarding the Company's activities. 3.2 To acknowledge payment of interim dividend on 6 September 2006 by the resolution of the Board of Directors' Meeting No. 5/2006 held on 9 August 2006. Agenda 4 To consider the election of the Directors to be in place of those who retire, and the Directors' remuneration. Agenda 5 To consider and approve matters concerning the declaration of the dividend payment and the appropriation of reserved fund. Agenda 6 To consider and appoint the auditors and to fix the auditing fee for the fiscal year ended December 31, 2007. Agenda 7 To consider other businesses (if any). 3. The meeting unanimously resolved to propose to Annual General Shareholders' Meeting No. 14 (after conversion into a public company limited) for approval of the Company to declare final dividend payment at the rate of 78.5% 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 21, 2007. Since the reserve fund as at 31 December 2006 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 Board of Directors' Meeting No. 5/2006 held on August 9, 2006 and having been paid since 6 September 2006 for the amount of Baht 360,000,000 therefore, total dividend amount being paid will be Baht 1,320,000,000 or Baht 5.50 per share, being 100% paid from the net profit for the year 2006 and the rest from retained earnings. 4. The Directors who are due to retire by rotation are Mrs. Suchada Ithijarukul, Mr. Athaporn Khaimarn, Mr. Thira Wipuchanin and Mr. David Thomas Binnion. The meeting unanimously resolved to propose to Annual General Shareholders' Meeting No. 14 (after conversion into a public company limited) to elect the following persons to replace those retired by rotation described above: Mrs. Suchada Ithijarukul, Mr. Athaporn Khaimarn, Mr. Thira Wipuchanin and Mrs. Boonsin Srilertchaipanij. to serve as the Company's directors since they are capable of managing the businesses of the Company and to fix the payment of remuneration to all Directors in the amount of Baht 11,880,000 for the year 2007 and to consider approving the redesignation of the authorized directors as follows: "Number of directors whose signatures bind the Company are Mrs. Suchada Ithijarukul, Mrs. Saowaluck Thithapant, Mrs. Boonsin Srilertchaipanij, Mr. Ruurd Jacobus Faber and Mr. Dennis Casey, any two of these five directors signing jointly with the Company's seal affixed." Name of member of the Board of Directors after getting approval by shareholders' meeting will be as follows: 1. Mr. Dhanin Chearavanont Independent Director and Honorary Chairman 2. Mr. Arsa Sarasin Independent Director and Chairman 3. Mrs. Suchada Ithijarukul Vice Chairman 4. Mr. Prasert Jarupanich Independent Director 5. Mr. Dennis Casey Director 6. Mr. Ruurd Jacobus Faber Director 7. Mrs. Saowaluck Thithapant Director 8. Mrs. Boonsin Srilertchaipanij Director 9. Mr. Athaporn Khaimarn Independent Director and Chairman of the Audit Committee 10. Mr. Chavalit Uttasart Independent Director and Member of the Audit Committee 11. Mr. Thira Wipuchanin Independent Director and Member of the Audit Committee 5. The meeting unanimously resolved to propose to Annual General Shareholders' Meeting No. 14 (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, 2007. 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 3,984,488 which composed of the base audit fee and the base stock count fee, being the 5% increase over the remuneration for the year 2006 amounting to Baht 3,794,749. The 5% increase does not include the audit fee and stock count fee for new stores opened in 2007 which will be charged at Baht 47,000 per each new store. Please be informed accordingly. Yours faithfully, Siam Makro Public Company Limited Signature (Mrs. Saowaluck Thithapant) Director and Finance Director