Notification on Resolutions of AGM No. 17

(Translation) April 29, 2010 Subject : Notification on Resolutions of Annual General Shareholders' Meeting No.17 (after conversion into a public company limited) To : Director and Manager Stock Exchange of Thailand Pursuant to Annual General Shareholders' Meeting No.17 (after conversion into a public company limited) of Siam Makro Public Company Limited held on April 29, 2010 during 3.00 - 4.30 p.m., at Parichart 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. 16 (after conversion into a public company limited) held on April 29, 2009. The voting results were as follows: - Approved 217,809,293 votes, equaling 98.60% of the total votes of the shareholders participating in the meeting and having the right to vote. - Disapproved 700 votes, equaling 0.00% of the total votes of the shareholders participating in the meeting and having the right to vote. - Abstained 3,099,187 votes, equaling 1.40% of the total votes of the shareholders participating in the meeting and having the right to vote. 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, 2009. The voting results were as follows: - Approved 217,565,024 votes, equaling 98.49% of the total votes of the shareholders participating in the meeting and having the right to vote. - Disapproved 700 votes, equaling 0.00% of the total votes of the shareholders participating in the meeting and having the right to vote. - Abstained 3,343,456 votes, equaling 1.51% of the total votes of the shareholders participating in the meeting and having the right to vote. 3. Confirmation and acknowledgement the following matters: 3.1 Confirmation of the report of the Company's Management regarding the Company's business activities. The voting results were as follows: - Approved 217,809,293 votes, equaling 98.60% of the total votes of the shareholders participating in the meeting and having the right to vote. - Disapproved 700 votes, equaling 0.00% of the total votes of the shareholders participating in the meeting and having the right to vote. - Abstained 3,099,187 votes, equaling 1.40% of the total votes of the shareholders participating in the meeting and having the right to vote. 3.2 Acknowledgement of the payment of interim dividend to the Company's shareholders on September 4, 2009 by the Board of Directors' Meeting No. 3/2009 held on August 7, 2009 and on December 4, 2009 by the Board of Directors' Meeting No. 5/2009 held on November 6, 2009. 3.3 Acknowledgement of the report on the number and names of the Independent Directors as well as the waiver of certain qualifications of Mr. Chavalit Uttasart, an Independent Director, under the SEC's criteria. 3.4 Acknowledgement of the report on the progress of the entire business transfer of Makro Properties Ltd. to the Company and the dissolution of Makro Properties Ltd. 4.1 Election of 4 directors, who are due to retire, namely Mr. Athaporn Khaimarn, Mr. Thira Wipuchanin, Mr. Chavalit Uttasart and Mr. Stephan Ronald Nanninga to serve the same post for another term. The voting results were as follows: 1) Mr. Athaporn Khaimarn Independent Director and Chairman of the Audit Committee - Approved 217,790,893 votes, equaling 98.59% of the total votes of the shareholders participating in the meeting and having the right to vote. - Disapproved 19,100 votes, equaling 0.01% of the total votes of the shareholders participating in the meeting and having the right to vote. - Abstained 3,099,187 votes, equaling 1.40% of the total votes of the shareholders participating in the meeting and having the right to vote. 2) Mr. Thira Wipuchanin Independent Director and Member of the Audit Committee - Approved 217,790,893 votes, equaling 98.59% of the total votes of the shareholders participating in the meeting and having the right to vote. - Disapproved 19,100 votes, equaling 0.01% of the total votes of the shareholders participating in the meeting and having the right to vote. - Abstained 3,099,187 votes, equaling 1.40% of the total votes of the shareholders participating in the meeting and having the right to vote. 3) Mr. Chavalit Uttasart Independent Director and Member of the Audit Committee - Approved 212,209,893 votes, equaling 96.06% of the total votes of the shareholders participating in the meeting and having the right to vote. - Disapproved 5,600,100 votes, equaling 2.54% of the total votes of the shareholders participating in the meeting and having the right to vote. - Abstained 3,099,187 votes, equaling 1.40% of the total votes of the shareholders participating in the meeting and having the right to vote. 4) Mr. Stephan Ronald Nanninga Director - Approved 217,256,393 votes, equaling 98.35% of the total votes of the shareholders participating in the meeting and having the right to vote. - Disapproved 553,600 votes, equaling 0.25% of the total votes of the shareholders participating in the meeting and having the right to vote. - Abstained 3,099,187 votes, equaling 1.40% of the total votes of the shareholders participating in the meeting and having the right to vote. 4.2 Fix of the remuneration of the Company's Directors for the year 2010 in the amount of Baht 11,880,000, and the additional expenses for the directors residing in the foreign countries in attending the Board of Directors' Meetings and Annual General Shareholders' Meeting in the amount of not exceeding Baht 270,000 per person per annum. The voting results were as follows: - Approved 212,085,293 votes, equaling 96.01% of the total votes of the shareholders participating in the meeting and having the right to vote. - Disapproved 5,581,700 votes, equaling 2.53% of the total votes of the shareholders participating in the meeting and having the right to vote. - Abstained 3,242,187 votes, equaling 1.47% of the total votes of the shareholders participating in the meeting and having the right to vote. 5. Re-appointment of Mr. Athaporn Khaimarn as the Chairman of the Audit Committee, and another 2 Audit Committee namely Mr. Thira Wipuchanin and Mr. Chavalit Uttasart as the members of the Audit Committee for another 2 years term. The voting results were as follows: 1) Mr. Athaporn Khaimarn Chairman of the Audit Committee - Approved 217,790,893 votes, equaling 98.59% of the total votes of the shareholders participating in the meeting and having the right to vote. - Disapproved 19,100 votes, equaling 0.01% of the total votes of the shareholders participating in the meeting and having the right to vote. - Abstained 3,099,187 votes, equaling 1.40% of the total votes of the shareholders participating in the meeting and having the right to vote. 2) Mr. Thira Wipuchanin Member of the Audit Committee - Approved 217,790,893 votes, equaling 98.59% of the total votes of the shareholders participating in the meeting and having the right to vote. - Disapproved 19,100 votes, equaling 0.01% of the total votes of the shareholders participating in the meeting and having the right to vote. - Abstained 3,099,187 votes, equaling 1.40% of the total votes of the shareholders participating in the meeting and having the right to vote. 3) Mr. Chavalit Uttasart Member of the Audit Committee - Approved 217,790,893 votes, equaling 98.59% of the total votes of the shareholders participating in the meeting and having the right to vote. - Disapproved 19,100 votes, equaling 0.01% of the total votes of the shareholders participating in the meeting and having the right to vote. - Abstained 3,099,187 votes, equaling 1.40% of the total votes of the shareholders participating in the meeting and having the right to vote. 6. Approval on the declaration of the final dividend payment for the year 2009 at Baht 2.75 per share, totalling 240,000,000 shares being the total dividend of Baht 660,000,000 to be payble on May 27, 2010 and not to appropriate more legal reserve since the reserve fund as at 31 December 2009 is up to Baht 240,000,000 being equal to 10% of registered capital. The voting results were as follows: - Approved 217,809,993 votes, equaling 98.60% of the total votes of the shareholders participating in the meeting and having the right to vote. - Abstained 3,099,187 votes, equaling 1.40% of the total votes of the shareholders participating in the meeting and having the right to vote. 7. Appointment of Mr. Prasan Chuaphanich, Certified Public Accountant (Thailand) No. 3051, Ms. Nangnoi Charoenthaveesub, Certified Public Accountant (Thailand) No. 3044, and Mr. Somchai Jinnovart, Certified Public Accountant (Thailand) No. 3271 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, 2010. 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 voting results were as follows: - Approved 217,809,293 votes, equaling 98.60% of the total votes of the shareholders participating in the meeting and having the right to vote. - Disapproved 700 votes, equaling 0.00% of the total votes of the shareholders participating in the meeting and having the right to vote. - Abstained 3,099,187 votes, equaling 1.40% of the total votes of the shareholders participating in the meeting and having the right to vote. And approving the remuneration for the said auditors at the rate of 3% increase over the remuneration for the year 2009, being Baht 4,810,768 which was not include the auditing fee and the stock count attendance fee for new store to be opened in 2010 in the amount of Baht 47,000 per each new store. The voting results were as follows: - Approved 217,809,293 votes, equaling 98.60% of the total votes of the shareholders participating in the meeting and having the right to vote. - Disapproved 700 votes, equaling 0.00% of the total votes of the shareholders participating in the meeting and having the right to vote. - Abstained 3,099,187 votes, equaling 1.40% of the total votes of the shareholders participating in the meeting and having the right to vote. There is no further business. Please be informed accordingly. Very truly yours, Siam Makro Public Company Limited Signature (Mr. Charoen Assawajarukasem)