Director's Resignation&Replacement, Connected Transactions

Translation December 14, 2007 Subject : To inform the Board of Directors' resolutions No. 6/2007 To : Director and President The Stock Exchange of Thailand The Board of Directors' Meeting of Siam Makro Public Company Limited No. 6/2007 held on December 14, 2007 has adopted the following resolutions: - 1. The meeting unanimously approved the resignation of Mrs. Boonsin Srilertchaipanij from the position of the Company's Director with an effective date as from 14 December 2007 and appointing Mr. Edwin Adriaan Leijnse as a new director to replace the resigned director. 2. The meeting unanimously approved the redesignation of the authorized directors as follows: "Number of directors whose signatures bind the Company are Mrs. Suchada Ithijarukul, Mrs. Saowaluck Thithapant, Mr. Ruurd Jacobus Faber and Mr. Dennis Casey, any two of these four directors may jointly sign with the Company's seal affixed." 3. The increased expenses from the connected transactions for the year 2007 be ratified. The Company had been approved to enter into the connected transactions for the year 2007 pursuant to the resolutions adopted by the Board of Directors' Meeting No.8/2006 held on 19 December 2006. However, thereafter, there have been additional connected transactions, and some of the approved connected transactions have caused more expenses. Details are as follows: 3.1) Software License Agreement pursuant to the following details: 3.1.1) 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) 3.1.2) Type of transaction : SML is granted the right to use software license namely "MBS2000". 3.1.3) 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. 3.1.4) Nature and scope of interest : OAM is a company of SHV group, a major of connected persons shareholder of SML holding directly and indirectly SML shares over 10%. 3.1.5) 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. 3.1.6) 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. Approved expenses (including tax) : Baht 2,350,000 Actual expenses paid in 2007 : Baht 13,613,400 (including tax) Actual expenses exceeding : Baht 11,263,400 as a result of opening 12 new stores instead of 2 new stores as planned. As at 30 September 2007, the net tangible assets according to the Company's consolidated financial statement is Baht 7,929 Million. Consequently, the size of above transaction is over 0.03% which is equivalent to Baht 2.38 Million but less than 3% or Baht 238 Million. The value of transaction is not required the shareholders' meeting approval. 4. The following connected transactions for the year 2008 be approved. 4.1) Software License Agreement pursuant to the following details: 4.1.1) Date of transaction : 1 January 2008 Term of agreement : 1 year, to be renewed on yearly basis Licensor : Orkam Asia Management AG (OAM) Licensee : Siam Makro Plc. (SML) 4.1.2) Type of transaction : SML is granted the right to use software license namely "MBS2000". 4.1.3) 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. 4.1.4) Nature and scope of interest : OAM is a company of SHV group, a major of connected persons shareholder of SML holding directly and indirectly SML shares over 10%. 4.1.5) 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. 4.1.6) 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 1,270,000 per new store opening 2008 (including tax) As at 30 September 2007, the net tangible assets according to the Company's consolidated financial statement is Baht 7,929 Million. Consequently, the size of above transaction is less than 0.03% which is equivalent to Baht 2.38 Million. The value of transaction is not required the shareholders' meeting approval. 4.2) Trademark License Agreement pursuant to the following details: 4.2.1) Date of transaction : 1 January 2008 Term of agreement : 1/1/2008-31/12/2008 Licensor : Orkam Asia Trademark AG (OAT) Licensee : Siam Makro Plc. (SML) Makro Office Centre (MOC) 4.2.2) Type of transaction : SML and MOC are granted to use trademarks and service marks. 4.2.3) 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. 4.2.4) Nature and scope of interest : OAT is a company of SHV group, a major of connected persons shareholder of SML holding directly and indirectly SML shares over 10%. 4.2.5) 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 knowhow 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. 4.2.6) 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 158,500,000 2008 (including tax) As at 30 September 2007, the net tangible assets according to the Company's consolidated financial statement is Baht 7,929 Million. Consequently, the size of above transaction is over 0.03% which is equivalent to Baht 2.38 Million but less than 3% or Baht 238 Million. The value of transaction is not required the shareholders' meeting approval. 4.3) Insurance Premium on Umbrella Insurance arranged by Orkam Asia Management AG:Charging for EUR 52,000 (Approximately Baht 2.6 Million at Exchange Rate : EUR 1 = Baht 50) (No withholding tax at source) 4.3.1) 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. 4.3.2) 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 2,600,000 (EUR 52,000 with 2008 (excluding tax) exchange rate of EUR 1 = Baht 50) As at 30 September 2007, the net tangible assets according to the Company's consolidated financial statement is Baht 7,929 Million. Consequently, the size of above transaction is over 0.03% which is equivalent to Baht 2.38 Million but less than 3% or Baht 238 Million. The value of transaction is not required the shareholders' meeting approval. 4.4) Prophix (for preparing Budgets), Software License Agreement pursuant to the following details: 4.4.1) 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) 4.4.2) Type of transaction : Improvement and development of Prophix Software to be used for preparing budgets and reports. 4.4.3) 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. 4.4.4) 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%. 4.4.5) 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. 4.4.6) 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 170,000 2008 (including tax) As at 30 September 2007, the net tangible assets according to the Company's consolidated financial statement is Baht 7,929 Million. Consequently, the size of above transaction is less than 0.03% which is equivalent to Baht 2.38 Million. The value of transaction is not required the shareholders' meeting approval. 4.5) Agreement to use Website and Tools for Auction pursuant to the following details: 4.5.1) Date of transaction : 1 January 2008 Term of agreement : 1 year ended of 31 December 2008 Service Provider : Makro Asia Management Ltd. (MAM) Service Receiver : Siam Makro Plc. (SML) 4.5.2) 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. 4.5.3) Total Value of Consideration : SML pays proportion cost of WWRE's membership fee calculated from purchases which be made through auctions in the year 2008 by making payment on 30 June and 31 December. 4.5.4) 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%. 4.5.5) 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. 4.5.6) 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 700,000 2008 As at 30 September 2007, the net tangible assets according to the Company's consolidated financial statement is Baht 7,929 Million. Consequently, the size of above transaction is less than 0.03% which is equivalent to Baht 2.38 Million. The value of transaction is not required the shareholders' meeting approval. 4.6) Business Intelligence System (BI) (Consultancy, Software License and Maintenance Agreement) pursuant to the following details: 4.6.1) 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) 4.6.2) 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. 4.6.3) Total Value of Consideration : EUR 140,000 (approximately Baht 8 million). SML has to absorb all taxes incurred in relations to payment. 4.6.4) 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%. 4.6.5) 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. 4.6.6) 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 8,000,000 2008 (including tax) As at 30 September 2007, the net tangible assets according to the Company's consolidated financial statement is Baht 7,929 Million. Consequently, the size of above transaction is over 0.03% which is equivalent to Baht 2.38 Million but less than 3% or Baht 238 Million. The value of transaction is not required the shareholders' meeting approval. 4.7) Cost of Thin client system and Outlook soft system pursuant to the following details: 4.7.1) Service Provider : Orkam Asia Management AG (OAM) Service Receiver : Siam Makro Plc. (SML) Term of agreement : 1 year 4.7.2) Type of transaction : Thin client - To provide system for keeping data of Company's management and security protection purpose. Outlook soft - for accounting report package. 4.7.3) Total Value of Consideration : EUR 106,000 : SML has to absorb all taxes incurred in relations to payment. 4.7.4) 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%. 4.7.5) 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. 4.7.6) 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 6,000,000 2008 (including tax) As at 30 September 2007, the net tangible assets according to the Company's consolidated financial statement is Baht 7,929 Million. Consequently, the size of above transaction is over 0.03% which is equivalent to Baht 2.38 Million but less than 3% or Baht 238 Million. The value of transaction is not required the shareholders' meeting approval. 4.8) Symantec Software License (Anti Virus Software) and VPN: 4.8.1) Date of transaction : 1 October 2006, 1 January 2007 Term of agreement : 2 years ended on 30 September 2008 & 31 December 2008 Licensor : SHV Holding NV (SHV) Licensee : Siam Makro Plc. (SML) 4.8.2) Type of transaction : SML is granted the right to use Anti Virus Software (Symantec License) and VPN software. 4.8.3) Total Value of Consideration : SML pays EUR 27,000 and has to absorb all taxes incurred in relations to payment. 4.8.4) Nature and scope of interest : SHV is a company of SHV group, a major of connected persons shareholder of SML holding directly and indirectly SML shares over 10%. 4.8.5) Company's justification : The software is used for preventing Computer Virus. The expenses paid are cheaper than buying directly from the owner. 4.8.6) 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 1,500,000 2008 (including tax) As at 30 September 2007, the net tangible assets according to the Company's consolidated financial statement is Baht 7,929 Million. Consequently, the size of above transaction is less than 0.03% which is equivalent to Baht 2.38 Million. The value of transaction is not required the shareholders' meeting approval. Please be informed accordingly. Yours faithfully, Siam Makro Public Company Limited Signature (Mr. Charoen Assawajarukasem) (more)