Notification on Resolutions of AGM No. 14

30 April 2007
(Translation) April 27, 2007 Subject : Notification on Resolutions of Annual General Shareholders' Meeting No.14 (after conversion into a public company limited) To : Director and Manager Stock Exchange of Thailand Pursuant to Annual General Shareholders' Meeting No.14 (after conversion into a public company limited) of Siam Makro Public Company Limited held on April 27, 2007 during 4.00 - 5.00 p.m., at Wassana Room of Radisson Hotel Bangkok, No. 92 Rama 9 Road, Bangkapi Subdistrict, Huay Kwang District, Bangkok Metropolis, Thailand, the following resolutions have been adopted: 1. Confirmation of the Minutes of the Annual General Shareholders' Meeting No. 13 (after conversion into a public company limited) held on April 27, 2006 with affirmative votes of 207,230,876 shares, equaling 99.84% of the total votes of the shareholders participating in the meeting and having the right to vote, non-affirmative votes of 317,300 shares, equaling 0.15% of the total votes of the shareholders participating the meeting and having the right to vote, and with the shareholders holding 11,500 shares, equaling 0.01% abstentions. 2. Approval of the audited balance sheets, statements of income, statements of changes in shareholders' equity, statements of cash flows and the report of the auditor of Siam Makro Public Company Limited and its subsidiaries as of December 31, 2006 with affirmative votes of 196,332,976 shares, equaling 94.59% of the total votes of the shareholders participating in the meeting and having the right to vote. There were 11,226,700 shares, equaling 5.41% abstentions. 3. Confirmation of the report of the Company's Management regarding the Company's business activities with affirmative votes of 196,349,176 shares, equaling 94.60% of the total votes of the shareholders participating in the meeting and having the right to vote. There were 11,210,500 shares, equaling 5.40% abstentions. And acknowledgement of the payment of interim dividend to the Company's shareholders on September 6, 2006 by the Board of Directors' Meeting No. 5/2006 held on August 9, 2006 with affirmative votes of 207,548,176 shares, equaling 99.99% of the total votes of the shareholders participating in the meeting and having the right to vote. There were 11,500 shares, equaling 0.01% abstentions. 4. Election of the following persons to be the Company's directors: (1) Mrs. Suchada Ithijarukul with affirmative votes of 207,230,676 shares, equaling 99.84% of the total votes of the shareholders participating in the meeting and having the right to vote, non-affirmative votes of 317,300 shares, equaling 0.15% of the total votes of the shareholders participating the meeting and having the right to vote, and with the shareholders holding 11,700 shares, equaling 0.01% abstentions. (2) Mr. Athaporn Khaimarn with affirmative votes of 207,230,676 shares, equaling 99.84% of the total votes of the shareholders participating in the meeting and having the right to vote, non-affirmative votes of 317,300 shares, equaling 0.15% of the total votes of the shareholders participating the meeting and having the right to vote, and with the shareholders holding 11,700 shares, equaling 0.01% abstentions. (3) Mr. Thira Wipuchanin with affirmative votes of 207,230,676 shares, equaling 99.84% of the total votes of the shareholders participating in the meeting and having the right to vote, non-affirmative votes of 317,300 shares, equaling 0.15% of the total votes of the shareholders participating the meeting and having the right to vote, and with the shareholders holding 11,700 shares, equaling 0.01% abstentions. and (4) Mrs. Boonsin Srilertchaipanij with affirmative votes of 207,230,676 shares, equaling 99.84% of the total votes of the shareholders participating in the meeting and having the right to vote, non-affirmative votes of 317,300 shares, equaling 0.15% of the total votes of the shareholders participating the meeting and having the right to vote, and with the shareholders holding 11,700 shares, equaling 0.01% abstentions. And fix of the remuneration of the Company's Directors for the year 2007 in the amount of Baht 11,880,000 with affirmative votes of 207,230,676 shares, equaling 99.84% of the total votes of the shareholders participating in the meeting and having the right to vote, non-affirmative votes of 317,300 shares, equaling 0.15% of the total votes of the shareholders participating the meeting and having the right to vote, and with the shareholders holding 11,700 shares, equaling 0.01% abstentions. And redesignation of the authorized directors as follows: "Number or names of directors whose signatures bind the Company are Mrs. Suchada Ithijarakul, 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" with affirmative votes of 207,230,676 shares, equaling 99.84% of the total votes of the shareholders participating in the meeting and having the right to vote, non-affirmative votes of 317,300 shares, equaling 0.15% of the total votes of the shareholders participating the meeting and having the right to vote, and with the shareholders holding 11,700 shares, equaling 0.01% abstentions. 5. Approval on the declaration of the final dividend payment at Baht 4 per share, totalling 240,000,000 shares being the total dividend of Baht 960,000,000 to be payble on May 21, 2007 and not to appropriate more legal reserve since the reserve fund as at 31 December 2006 is up to Baht 240,000,000 being equal to 10% of registered capital, with affirmative votes of 207,547,976 shares, equaling 99.99% of the total votes of the shareholders participating in the meeting and having the right to vote. There were 11,700 shares, equaling 0.01% abstentions. 6. Appointment of 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 to 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 with affirmative votes of 206,412,576 shares, equaling 99.45% of the total votes of the shareholders participating in the meeting and having the right to vote, non-affirmative votes of 1,136,900 shares, equaling 0.55% of the total votes of the shareholders participating the meeting and having the right to vote, and with the shareholders holding 11,600 shares, equaling 0.01% abstentions. And authorization of the Audit Committee to present to the Board of Directors to consider and approve the remuneration for the said auditors in the amount of Baht 3,984,488 being the 5 % increased rate over the remuneration for the year 2006 amounting to Baht 3,794,749 which composed of the base audit fee and the base stock count attendance fee. The 5% increase does not include the audit fee and the stock count attendance fee for new stores opened in 2007 in the amount of Baht 47,000 per new store and the non audit service fee being the business risk assessment for the year 2007 in the amount of Baht 190,000, with affirmative votes of 206,412,576 shares, equaling 99.45% of the total votes of the shareholders participating in the meeting and having the right to vote, non-affirmative votes of 1,136,900 shares, equaling 0.55% of the total votes of the shareholders participating the meeting and having the right to vote, and with the shareholders holding 11,600 shares, equaling 0.01% abstentions. There is no further business. Please be informed accordingly. Very truly yours, Siam Makro Public Company Limited Signature (Charoen Assawajarukasem)