DIVIDEND DECLARATION AND CALLING FOR AGM

Translation March 25, 2002 Subject : To inform the Board of Directors' resolution No.2/2002 To : Director and Manager Stock Exchange of Thailand The Board of Directors' Meeting of Siam Makro Public Company Limited No. 2/2002 held on March 25, 2002 made the following resolutions: - 1. The meeting unanimously resolved to closing the Company's share register book on April 9, 2002 at noon until the Annual General Shareholders' Meeting No. 9 (after conversion into a public company limited) is over so that the Company could determine the right of the shareholders who would be entitled to attend the Annual General Shareholders' Meeting No. 9 and to receive dividend to be declared by the Company. 2. The meeting unanimously resolved that the Annual General Shareholders' Meeting No. 9 (after conversion into a public company limited) be held on April 29, 2002 at 4.00 p.m. at Monthathip Room, Radisson Hotel Bangkok. No. 92 Soi Saengcham, Rama 9 Road, Huay Kwang, Bangkok 10320. The Agenda shall be as follows: Agenda 1 To consider and approve the Minutes of the Annual General Shareholders' Meeting No. 8 (after conversion into a public company limited) held on April 5, 2001. Agenda 2 To consider and approve the audited balance sheet, statement of income, and retained earnings and statement of cash flows and the report of the auditor of Siam Makro Public Company Limited and ts subsidiaries as of December 31, 2001. Agenda 3 To consider and approve the report of the Company's Board of Directors regarding the Company's activities. Agenda 4 To consider appointing a new director to replace the vacancy and the redesignation of the authorized directors. Agenda 5 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. Agenda 6 To consider matters concerning the Audit Committee retirement by terms of appointment and the Audit Committee to be appointed in place of those who retire. Agenda 7 To consider and approve matters concerning the declaration of the dividend payment and the appropriation of reserved fund. Agenda 8 To consider and appoint the auditors and to fix the auditing fee for the fiscal year ended December 31, 2002. Agenda 9 Other businesses (if any). 3. The meeting unanimously resolved to propose to Annual General Shareholders' Meeting No. 9 (after conversion into a public company limited) for approval of the Company to declare dividend payment of Baht 420,000,000 representing 42.6% of the net profit for the year. Dividend per share is Baht 1.75 and the dividend payment date is on May 24, 2002. The reserve fund as at 31 December 2001 is up to Baht 240,000,000 being equal to 10% of registered capital, therefore, is not required to set aside more regal reserve. 4. The meeting unanimously resolved to propose to Annual General Shareholders' Meeting No. 9 (after conversion into a public company limited) to consider appointing Mr. Antonio Pereira Melo as a director to replace the vacancy due to the resignation of Mr. Jacob Cornelio Adriano de Jonge because he has the knowledge and is capable of managing the business and to approve the redesignation of the authorized directors as follows: "Number of directors whose signatures bind the Company are Mr. Arsa Sarasin, Mr. Prasert Jarupanich, Mrs. Suchada Ithijarukul, Mrs. Boonsin Srilertchaipanich, Mr. Antonio Pereira Melo and Mr. Hessel Franssen, any two of these six directors may jointly sign with the Company's seal affixed." 5. The meeting unanimously resolved to propose to Annual General Shareholders' Meeting No. 9 (after conversion into a public company limited) to reappoint the Directors who are due to retire by rotation are Mr. Arsa Sarasin, Mr. Dhanin Chearavanont and Mr. Eric Felix Maria Van Peer to serve as the Company's Directors for another term since they are capable of managing the business of the Company, and fix the payment of remuneration to the Directors except Mr. Antonio Pereira Melo, Mrs. Suchada Ithijarukul, Mrs. Boonsin Srilertchaipanich, Mr. Hessel Franssen and Mr. Eric Felix Maria Van Peer in the amount of not exceeding Baht 5 Million per year. 6. The meeting unanimously resolved to propose to Annual General Shareholders' Meeting No. 9 (after conversion into a public company limited) to reappoint Mr.Athaporn Khaimarn as the Chairman of the Audit Committee, Mr. James Stent and Mr. Chavalit Uttasart who are due for retirement on the date of the Annual General Shareholders' Meeting No. 9, which will be held on April 29, 2002 as members of the Audit Committee for another two years because their qualifications and independence are in compliance with the SET's requirements. 7. The meeting unanimously resolved to propose to Annual General Shareholders' Meeting No. 9 (after conversion into a public company limited) to 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, 2002. 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. Please be informed accordingly. Yours faithfully, Siam Makro Public Company Limited Signature (Charoen Assawajarukasem) SET Coordinator Manager