Dividend Declaration and Calling for AGM

Translation February 19, 2009 Subject : To inform the Board of Directors' resolution No.1/2009 To : Director and Manager Stock Exchange of Thailand The Board of Directors' Meeting of Siam Makro Public Company Limited No. 1/2009 held on February 19, 2009 unanimously made the following resolutions: - 1. The meeting resolved to determine the shareholders' names who will have the right to attend the Annual General Shareholders' Meeting No.16 (after conversion into a public company limited) and to receive the dividend on 9 March 2009 (Record Date) and to collect the shareholders' names under Section 225 of the Securities and Exchange Act B.E. 2535 (A.D. 1992) by closing the Company's share register book on March 10, 2009. 2. The meeting resolved that the Annual General Shareholders' Meeting No. 16 (after conversion into a public company limited) be held on April 29, 2009 at 3.00 p.m. at Kradang-Nga 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 Shareholders' Meeting No. 15 (after conversion into a public company limited) held on April 29, 2008. 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, 2008. Agenda 3 To consider confirming 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 September 5, 2008 by the Board of Directors' Meeting No. 6/2008 held on August 7, 2008; and - On December 4, 2008 by the Board of Directors' Meeting No. 7/2008 held on November 7, 2008. 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, 2009. Agenda 7 To consider and approve Siam Makro Public Company Limited to accept the entire business transfer of Makro Properties Ltd. (subsidiary company). Agenda 8 To consider other businesses (if any). 3. The meeting resolved to propose to Annual General Shareholders' Meeting No. 16 (after conversion into a public company limited) to re-elect 4 Directors who are due to retire by rotation are as follows: (1) Mrs. Suchada Ithijarukul Director and Vice Chairman (2) Mrs. Saowaluck Thithapant Director (3) Mr. Dennis Casey Director (4) Mr. Ruurd Jacobus Faber Director as the Directors for another term since they are capable of managing the businesses of the Company. The Board of Directors also recommends that the payment of remuneration to the Directors for the year 2009 should be made at Baht 11,880,000 and the additional expenses for directors residing in the foreign countries in attending the Board of Directors' Meetings and the Annual General Shareholders' Meeting in the amount of not exceeding Baht 600,000 per annum. 4. The meeting resolved to propose to Annual General Shareholders' Meeting No. 16 (after conversion into a public company limited) for approval of the Company to declare final dividend payment at the rate of 35.8% of the net profit for the year, at Baht 2.50 per share, totalling 240,000,000 shares being the total dividend of Baht 600,000,000 and that the dividend payment date is on May 28, 2009. Since the reserve fund as at 31 December 2008 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. 6/2008 held on August 7, 2008 and having been paid since September 5, 2008 in the amount of Baht 3 per share or Baht 720,000,000; and - The resolution of the Board of Directors' Meeting No. 7/2008 held on November 7, 2008 and having been paid since December 4, 2008 in the amount of Baht 1 per share or Baht 240,000,000. Therefore, the total dividend payment for the year 2008 will be Baht 1,560,000,000 or Baht 6.50 per share, being 93.2% of the net profit for the year 2008. 5. The meeting resolved to propose to Annual General Shareholders' Meeting No. 16 (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, 2009. 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 equivalent to the remuneration for the year 2008, totaling Baht 4,600,649 which composed of the base audit fee and the base stock count fee. Such amount does not include the audit fee and the stock count attendance fee for new stores opened in 2009 in the amount of Baht 47,000 per each new store. 6. The meeting resolved to propose to Annual General Shareholders' Meeting No. 16 (after conversion into a public company limited) to approve Siam Makro Public Company Limited ("SML") to accept the entire business transfer of Makro Properties Ltd. ("MPL") (a subsidiary of SML which SML has 99.99% owned it) on 31 May 2009 (Business Transfer Date) and to dissolve MPL and register the said dissolution within 31 December 2009. Please be informed accordingly. Yours faithfully, Siam Makro Public Company Limited Signature (Mr. Charoen Assawajarukasem) SET Coordinator Manager