TO PAY DIVIDENDS AND HOLD SHAREHOLDERS' MEETING

Siam Makro Plc (MAKRO) declared it was resolved by the board of directors' meeting No.3/1997 held on March 18, 1997 as follows: 1.To pay dividends at rate of 40.9% of pretax net profits for Bt1.30 per share for 240 million shares therefore totalling to Bt312 million and propose this issue to shareholders' meeting 2.To convene shareholders' ordinary meeting No.4th on April 23, 1997 (4.30pm) at Morkot Room, The Emmeral Hotel 99/1 Rachada Rd., Dindaeng, BKK, agenda issues as follows: 1) Certify the minutes approved by ordinary shareholders' 3/1996 meeting held on April 3, 1996 2) Approve balance sheet, profit/loss account, retain profit account and cash statement ended December 31, 1996 3) Consider board's report on 1996 operate output 4) Ratify dividend payment, details as mentioned above, and allocate profits for reserve requirements equal to Bt38,173,460 or 5% of annual net profits 5)Reappointfollowing directorswhose terms were terminated; Mr. Yohan Pitter Fokker, Mr.Tanin Jierwanon, Mr.Asa Sarsin and Mr.Jacop Cornelio Adriano Deyone-- and to set their salaries as the same rate 6) Appoint Miss Naengnoe Charoentweesab and/or Mr.Somchai Chinnowat and/or Mr.Prasan Chuapanich, from Cupers (Thailand) Co., Ltd., as auditor for 1997 period and fix auditing fee 7) Other (If any) 3.To close registration book on April 3, 1997 from noon until the completion of the meeting to give rights in receiving dividends and meeting participation.