Connected Transactions Approval

Translation December 8, 2009 Subject : To inform the Board of Directors' resolutions No. 6/2009 To : Director and President The Stock Exchange of Thailand The Board of Directors' Meeting of Siam Makro Public Company Limited No. 6/2009 held on December 8, 2009 has adopted the following resolutions: - 1. The increased expenses from the connected transactions for the year 2009 be ratified. The Company had been approved to enter into the connected transactions for the year 2009 pursuant to the resolutions adopted by the Board of Directors' Meeting No.8/2008 held on 12 December 2008. However, thereafter, there have been additional connected transactions, and some of the approved connected transactions have caused more expenses. Details are as follows: 1.1) Online Auction Agreement pursuant to the following details: 1.1.1) Date of transaction : 1 January 2009 Term of agreement : No fixed period. Any party may terminate the Agreement by notifying to the other in advance of 3 months. Licensor : Orkam South America Management AG (OSM) Licensee : Siam Makro Plc. (SML) 1.1.2) Type of transaction : To be able to access and use equipment and software for internet auction. 1.1.3) Total Value of Consideration : SML pays annual License fee of USD 7,000 payable at the end of January every year. SML has to absorb all taxes incurred in relations to payment. 1.1.4) Nature and scope of interest : OSM is a company of SHV group, of connected persons a major shareholder of SML holding directly and indirectly SML shares over 10%. 1.1.5) Company's justification : The auction will enable the Company to acquire the goods with low costs and expenses since there will be the competition on the price bidding of goods and services which will be benefit to the Company. 1.1.6) Interested Directors and/or : (1) Mr. Dennis Casey Directors being connected (2) Mr. Willem Hendrikus van persons not attending the Leeuwen meeting nor having the right (3) Mr. Stephan Ronald Nanninga to vote. Approved expenses (including tax) : Baht - Actual expenses paid in 2009 : Baht 247,078 (including tax) Actual expenses exceeding : Baht 247,078 approved amount As at 30 September 2009, the net tangible assets according to the Company's consolidated financial statement is Baht 8,213 Million. Consequently, the size of above transaction is less than 0.03% which is equivalent to Baht 2.46 Million. The value of transaction does not require the shareholders' meeting approval. 2. The following connected transactions for the year 2010 be approved. 2.1) Software License Agreement pursuant to the following details: 2.1.1) Date of transaction : 1 January 2009 Term of agreement : 1 year, to be continuously renewed on yearly basis Licensor : Orkam Asia Management AG (OAM) Licensee : Siam Makro Plc. (SML) 2.1.2) Type of transaction : SML is granted the right to use software license namely "MBS2000". 2.1.3) 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. 2.1.4) Nature and scope of interest : OAM is a company of SHV group, of connected persons a major shareholder of SML holding directly and indirectly SML shares over 10%. 2.1.5) Company's justification : The software is used for recording sales transactions, goods receiving, stock movement and customer information system of the Company's stores. The said software can be used for recording information of new stores and for consolidation of information of all stores. The costs of software are cheaper than local system development. 2.1.6) Interested Directors and/or : (1) Mr. Dennis Casey Directors being connected (2) Mr. Willem Hendrikus van persons not attending the Leeuwen meeting nor having the right (3) Mr. Stephan Ronald Nanninga to vote. Estimated expenses for the year : Baht 3,660,000 2010 (including tax) for 3 new Baht 1,220,000 per new store stores (EUR 22,689 at Exchange Rate : EUR 1 = Baht 51) 2.2) Trademark License Agreement pursuant to the following details: 2.2.1) Date of transaction : 1 January 2010 Term of agreement : 1/1/2010-31/12/2010 Licensor : Orkam Asia Trademark AG (OAT) Licensee : Siam Makro Plc. (SML) 2.2.2) Type of transaction : SML is granted to use trademarks and servicemarks. 2.2.3) Total Value of Consideration : SML pays royalty fee of 0.5% of the total gross sales of the first 10 Makro stores. SML has to absorb all taxes in relations with the payment. 2.2.4) Nature and scope of interest : OAT is a company of SHV group, of connected persons a major shareholder of SML holding directly and indirectly SML shares over 10%. 2.2.5) Company's justification : The company has been using the trademarks such as "Makro", "ARO" etc. in operating the businesses. Apart from that, our store lay out, products display including the business management. Whenever, there is any development of new store lay out of "Makro" in the country, the company will obtain knowledge and technique of the business operation resulting efficiency in the business operation. 2.2.6) Interested Directors and/or : (1) Mr. Dennis Casey Directors being connected (2) Mr. Willem Hendrikus van persons not attending the Leeuwen meeting nor having the right (3) Mr. Stephan Ronald Nanninga to vote. Estimated expenses for the year : Baht 165,000,000 2010 (including tax) 2.3) Insurance Premium on Umbrella Insurance arranged to SML by Orkam Asia Management AG: Charging for EUR 56,000 (Approximately Baht 2.9 Million at Exchange Rate : EUR 1 = Baht 50) (No withholding tax at source). 2.3.1) Company's justification : For minimizing risks in relation to any damage which might be occurred from any act of SML to the third parties. The insurance coverage is Euro 50 Million (approximately Baht 2,500 Million), the insurance premium of which is lower than that to be insured by SML. 2.3.2) Interested Directors and/or : (1) Mr. Dennis Casey Directors being connected (2) Mr. Willem Hendrikus van persons not attending the Leeuwen meeting nor having the right (3) Mr. Stephan Ronald Nanninga to vote. Estimated expenses for the year : Baht 2,900,000 (EUR 56,000 with 2010 (excluding tax) exchange rate of EUR 1 = Baht 51) 2.4) Business Intelligence System (BI) (Consultancy Agreement, Software License Agreement and Maintenance Agreement) pursuant to the following details: 2.4.1) Date of transaction : 1 December 2006 Term of agreement : 1 year, to be continuously renewed on yearly basis Licensor : Orkam Asia Management AG (OAM) Licensee : Siam Makro Plc. (SML) 2.4.2) 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. 2.4.3) Total Value of Consideration : EUR 22,130.42 (approximately Baht 1.2 million). SML has to absorb all taxes incurred in relations to payment. 2.4.4) Nature and scope of interest : OAM is a company of SHV group, of connected persons a major shareholder of SML holding directly and indirectly SML shares over 10%. 2.4.5) Company's justification : The software is used for processing data from all stores and head office to prepare a report in a standard form for the timely analysis and decision making. In addition, such software will compare the obtaining data to the set data as a valuation for the purpose setting by the Company. 2.4.6) Interested Directors and/or : (1) Mr. Dennis Casey Directors being connected (2) Mr. Willem Hendrikus van persons not attending the Leeuwen meeting nor having the right (3) Mr. Stephan Ronald Nanninga to vote. Estimated expenses for the year : Baht 1,200,000 (EUR 22,130.42 2010 (including tax) with exchange rate of EUR 1 = Baht 51) 2.5) Symantec Software License (Anti Virus Software) and VPN: 2.5.1) Date of transaction : 1 October 2008, 1 January 2010 Term of agreement : 2 years ended on 30 September 2010 & 1 year ended 31 December 2010 respectively. Licensor : SHV Holding NV (SHV) Licensee : Siam Makro Plc. (SML) 2.5.2) Type of transaction : SML is granted the right to use Anti Virus Software (Symantec License) and VPN connection. 2.5.3) Total Value of Consideration : SML pays EUR 36,000 and has to absorb all taxes incurred in relations to payment. 2.5.4) Nature and scope of interest : SHV is a company of SHV group, of connected persons a major shareholder of SML holding directly and indirectly SML shares over 10%. 2.5.5) Company's justification : The software is used for preventing Computer Virus. The expenses paid are cheaper than buying directly from the owner. 2.5.6) Interested Directors and/or : (1) Mr. Dennis Casey Directors being connected (2) Mr. Willem Hendrikus van persons not attending the Leeuwen meeting nor having the right (3) Mr. Stephan Ronald Nanninga to vote. Estimated expenses for the year : Baht 1,950,000 (EUR 36,000 2010 (including tax) with exchange rate of EUR 1 = Baht 51) 2.6) Online Auction Agreement: 2.6.1) Date of transaction : 1 January 2009 Term of agreement : No fixed period. Any party may terminate the Agreement by notifying to the other in advance of 3 months. Licensor : Orkam South America Management AG (OSM) Licensee : Siam Makro Plc. (SML) 2.6.2) Type of transaction : To be able to access and use equipment and software for internet auction. 2.6.3) Total Value of Consideration : SML pays annual License fee of USD 7,000 payable at the end of January every year. SML has to absorb all taxes incurred in relations to payment. 2.6.4) Nature and scope of interest : OSM is a company of SHV group, of connected persons a major shareholder of SML holding directly and indirectly SML shares over 10%. 2.6.5) Company's justification : The auction will enable the Company to acquire the goods with low costs and expenses since there will be the competition on the price bidding of goods and services which will be benefit to the Company. 2.6.6) Interested Directors and/or : (1) Mr. Dennis Casey Directors being connected (2) Mr. Willem Hendrikus van persons not attending the Leeuwen meeting nor having the right (3) Mr. Stephan Ronald Nanninga to vote. Estimated expenses for the year : Baht 251,000 (USD 7,000 with 2010 (including tax) exchange rate of USD 1 = Baht 34) As at 30 September 2009, the net tangible assets according to the Company's consolidated financial statement is Baht 8,213 Million. Consequently, the size of above transactions exceeds 0.03% which is equivalent to Baht 2.46 Million but less than 3% or Baht 246 Million. The value of transactions does not require the shareholders' meeting approval. Please be informed accordingly. Yours faithfully, Siam Makro Public Company Limited Signature (Mr. Charoen Assawajarukasem) SET Coordinator Manager