AGENDA OF ANNUAL GENERAL MEETING OF THE SHAREHOLDERS NO. 8

Translation March 23, 2001 Subject : To inform the Board of Directors' resolution regarding the agenda of Annual General Meeting No. 8 To : Director and Manager Stock Exchange of Thailand Pursuant to the resolution adopted by the Board of Directors, Annual General Meeting No.8 (after conversion into a public company limited) will be held on April 5, 2001 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. 7 (after conversion into a public company limited) held on April 12, 2000. 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. 7 (after conversion into a public company limited) held on April 12, 2000. 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, 2000. 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, 2000 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. 3.3 The opinion of the Board of Directors concerning internal control system of the Company and its subsidiaries. Board of Directors' opinion Board of Directors are of the opinion that the report of the Company's Management regarding the Company's activities, the annual report and the opinion of the Board of Directors concerning internal control system of the Company and its subsidiaries should be considered and approved by the meeting of shareholders. 4. To consider increasing the number of the Board of Directors. Board of Directors' opinion The Board of Directors are of the opinion that the Board of Directors should increase its number of directors from 9 directors to not more than 11 directors who have good knowledge, experience and qualification to undertake the responsibilities of directors. The reasons for the increase of the number of directors are because the Company needs more directors who have good knowledge, experiences and qualifications to do the work and serve the company as the director to control the company's business which is expanding. 5. To consider giving approval on appointment of new directors. Board of Directors' opinion The Board of Directors are of the opinion that it would be deemed to propose to Annual General Meeting of the Shareholders No. 8 to consider and give an approval an appointment of Mr. Hessel Franssen and Mrs. Boonsin Srilertchaipanij as the new directors of the company. 6. 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. Athaporn Khaimarn, Mr.James Stent and Mr.Arnold Maria Leo Tobac 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. Athaporn Khaimarn and Mr.James Stent remain in the position of the Audit Committee in the appointment term. The Board of Directors also recommend the payment of remuneration to the Directors except Mr.Jacob Cornelio Adriano de Jonge, Mr.Arnold Maria Leo Tobac, Mrs.Suchada Ithijarukul, Mr. Hessel Frannsen and Mrs. Boonsin Srilertchaipanij in the amount of not exceeding Baht 5 Million per year. 7. 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 40.9% of the net profit for the year, being Baht 1.75 per share, totalling 240,000,000 shares in the amount of Baht 420,000,000 and appropriation of part of the net profit as the reserve fund at the amount of Baht 47,499,635 or 4.6% of net profit for the year making total balance of the reserve fund as at 31 December 2000 up to Baht 240,000,000 being equal to 10% of share capital . 8. To consider and appoint the auditors and to fix the auditing fee for the fiscal year ended December 31, 2001. 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, 2001. 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. 9. 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)