THE AGENDA OF ANNUAL GENERAL MEETING NO. 7

Translation March 31, 2000 Subject : To inform the Board of Directors' resolution regarding the agenda of Annual General Meeting No. 7 To : Director and Manager Stock Exchange of Thailand Pursuant to the resolution adopted by the Board of Directors, Annual General Meeting No.7 (after conversion into a public company limited) will be held on April 12, 2000 at 3.00 p.m., at Monthathip Room of The Radisson Hotel, No. 92 Rama 9 Road, Bangkapi Subdistrict, Huay Kwang District, Bangkok Metropolis, Thailand to consider various matters according to the following agenda. 1. To consider and approve the Minutes of the Annual General Meeting No. 6 (after conversion into a public company limited) held on April 30, 1999. Board of Directors' opinion Board of Directors has opinion that it would be appropriate for the meeting of shareholders to consider and approve the Minutes of the Annual General Meeting No. 6 (after conversion into a public company limited) held on April 30, 1999. 2. To consider and approve the audited balance sheets, statements of income, and retained earnings and statements of cash flows and the report of the auditors of Siam Makro Public Company Limited and its subsidiaries as of December 31, 1999. Board of Directors' opinion Board of Directors are of the opinion that the audited balance sheets, statements of income, and retained earnings and statements of cash flows and the report of the auditors of Siam Makro Public Company Limited and its subsidiaries as of December 31, 1999 are correct and that they shall be considered and approved by the meeting of shareholders. 3. To consider and approve the following matters: 3.1 The report of the Company's Management regarding the Company's activities. 3.2 The Annual Report to the Shareholders Board of Directors' opinion Board of Directors are of the opinion that the report of the Company's Management regarding the Company's activities and the annual report should be considered and approved by the meeting of shareholders. 4. To consider matters concerning the Directors who will retire by rotation and the Directors to be appointed in place of those who retire, and the Directors' remuneration. Board of Directors' opinion The Board of Directors are of the opinion that, Mr. Prasert Jarupanich, Mrs.Suchada Ithijarukul and Mr.Chavalit Uttasart are due to retire by rotation and that they should be reappointed as the Directors for another term since they are capable of managing the businesses of the Company and Mr.Chavalit Uttasart remains in the position of the Audit Committee in the appointment term. Remuneration of the Directors should also be assigned. 5. To consider and approve matters concerning the declaration of the dividend payment and the appropriation of reserved fund. Board of Directors' opinion The Board of Directors are of the opinion that the Company make dividend payment at the rate of 40.8% of the net profit before an adjustment of a provision for impairment charge or 52.5% of the net profit for the year, being Baht 1.25 per share, totalling 240,000,000 shares in the amount of Baht 300,000,000 and appropriation of part of the net profit as the reserve fund at the amount of Baht 28,553,144 being 5% of net profit for the year. 6. To consider and appoint the auditors and to fix the auditing fee for the fiscal year ended December 31, 2000. Board of Directors' opinion The Board of Directors are of the opinion that the meeting of shareholders should consider and appoint 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 express an opinion on the annual financial statements of the Company, for the fiscal year ended on December 31, 2000. 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 and the remuneration to be determined by the Audit Committee. 7. Other businesses (if any) Board of Directors' opinion The Board of Directors are of the opinion that this agenda should be included in order to allow the shareholders to propose any other matter to be considered by the meeting of shareholders in addition to those proposed by the Board of Directors. Please be informed Accordingly. Very truly yours, Signature (Charoen Assawajarukasem)