To inform the connected transactions

Translation December 17, 2003 Subject : To inform the Board of Directors' resolution No.5/2003 To : Director and President The Stock Exchange of Thailand The Board of Directors' Meeting of Siam Makro Public Company Limited No. 5/2003 held on December 17, 2003 has adopted the following resolutions: - 1. The following connected transactions in the past for the year 2003 be ratified: 1.1 Software License Agreement pursuant to the following details: 1.1.1 Date of transaction : 1 January 2003 Term of agreement : 1 year, to be renewed on yearly basis Licensor : Orkam Asia Management AG (Orkam Asia) Licensee : Siam Makro Plc. (SML) 1.1.2 Type of transaction : SML is granted the right to use software license namely "MBS2000". 1.1.3 Transaction amount : SML pays one time License fee of NLG 50,000 (Euro 22,689) per new store opening. SML has to absorb all taxes incurred in relations to payment. 1.1.4 Nature and scope of : Orkam Asia is a company of SHV interest of connected group, a major shareholder of SML persons holding directly and indirectly SML shares over 10%. Company's justification : The software is used for recording sales system, goods receiving, stock system, customer system of new stores and consolidation of information of all stores. The expenses paid for each store are cheaper than local system development Actual expenses paid : Baht 2,251,514.38 in 2003 (including tax) 1.1.5 Interested Directors and/or (1) Mr. Francisco Henrique Passos Fernandes Directors being connected persons (2) Mr. Antonio Carlos Pereira Melo not attending the meeting nor (3) Mr. Eric Felix Maria Van Peer having the right to vote. 1.2 Trademark License Agreement pursuant to the following details: 1.2.1 Date of transaction : 1 January 2003 Period : 1/1/2003-31/12/2003 Licensor : Orkam Asia Trademark AG(Orkam Asia) Licensee : Siam Makro Plc. (SML) Makro Office Centre (MOC) 1.2.2 Type of transaction : SML is granted the right to use trademarks and service marks such as "Makro", "MOC", "ARO", etc. 1.2.3 Transaction amount : SML pays royalties of 0.5% of the total gross sales of the first 10 stores of SML and sales of all stores of MOC. SML and MOC have to absorb all taxes in relations with the payment. 1.2.4 Nature and scope of : Orkam Asia is a company of SHV group, interest of connected a major shareholder of SML holding persons directly and indirectly SML shares over 10%. Company's justification : The company has been using the trademark such as "Makro", "MOC" and "ARO" in operating the businesses. Apart from that our store lay out, products display including the knowhow in operating "Cash and Carry business have been developed by Makro. Whenever, there are any new technique or store format in other countries, those best practice know how will be transferred to SML or MOC in improving our company performance. Estimated expenses in 2003 : Baht 121,785,329 (including tax) 1.2.5 Interested Directors and/or (1) Mr. Francisco Henrique Passos Fernandes Directors being connected persons (2) Mr. Antonio Carlos Pereira Melo not attending the meeting nor (3) Mr. Eric Felix Maria Van Peer having the right to vote 1.3 Other Estimated Expenses for the year : Baht 5,200,000 2003 (including tax) As at 30 September 2003, the net tangible assets according to the Company's consolidated financial statement is 8,736 Million Baht. Consequently, the size of above transactions are over 0.03% equivalent to 2.6 Million Baht but less than 3% equivalent to 262 Million Baht. The value of transactions are not required the shareholders' approval. 2. The following connected transactions for the year 2004 be approved. 2.1 Software License Agreement pursuant to the following details: 2.1.1 Date of transaction : 1 January 2004 Term of agreement : 1 year, to be renewed on yearly basis. Licensor : Orkam Asia Management AG (Orkam Asia) Licensee : Siam Makro Plc. (SML) 2.1.2 Type of transaction : SML is granted the right to use software license 2.1.3 Transaction amount : SML pays one time license fee of NLG 50,000 (Euro 22,689) per new store opening. SML has to absorb all taxes incurred in relations to payment. 2.1.4 Nature and scope of : Orkam Asia is a company of SHV group, a major interest of connected shareholder of SML holding directly SML shares persons are over 10%. Company's justification : The software is used for recording sales system, goods receiving, stock system, customer system of new store and consolidation. The expenses paid for each store is cheaper than local system development. Estimated expenses in : Euro 136,134 (Approximately Baht 6,670,566) 2004 at Exchange Rate Euro 1 : Baht 49 and Baht 7,021,649 (including tax) 2.1.5 Interested Directors and/or : (1) Mr. Francisco Henrique Passos Fernandes Directors being connected (2) Mr. Antonio Carlos Pereira Melo Persons not attending the (3) Mr. Eric Felix Maria Van Peer meeting nor having the right to vote 2.2 Trademark License Agreement pursuant to the following details 2.2.1 Date of transaction : 1 January 2004 Term of agreement : 1 year to be renewed on yearly basis. Licensor : Orkam Asia Trademark AG (Orkam Asia) Licensee : Siam Makro Plc. (SML) Makro Office Centre (MOC) 2.2.2 Type of transaction : SML is granted the right to use trademarks and service marks such as "Makro", "MOC", "ARO", etc. 2.2.3 Transaction amount : SML pays royalties of 0.5% of the total gross sales of the first 10 stores of SML and sales of all stores of MOC. SML and MOC have to absorb all taxes in relations with the payment. 2.2.4 Nature and scope of : Orkam Asia is a company of SHV group, interest of connected a major shareholder of SML holding persons directly and indirectly SML shares over 10%. Company's justification : The company has been using the trademark such as "Makro" , "MOC" and " ARO in operating the businesses. Apart from that ,our store lay out, products display including the knowhow in operating "Cash and Carry business have been developed by Makro. Whenever , there are any new technique or store format in other countries, those best practice know how will be transferred to SML or MOC in improving our company performance. Estimated expenses in : Baht 135,229,000 2004 (including tax) 2.2.5 Interested Directors and/or : (1) Mr. Francisco Henrique Passos Fernandes Directors being connected (2) Mr. Antonio Carlos Pereira Melo persons not attending the (3) Mr. Eric Felix Maria Van Peer meeting nor having the right to vote 2.3 In 2004, the Company has planned to hire the services and to provide the services with the companies in SHV group for developing various types of work of the Company as follows: 2.3.1 Service Income : Approximately Baht 4,800,000 2.3.2 Service Charges : Approximately Baht 21,567,000 Company 's Justification : To improve the efficiency in operating the business with cheaper cost in terms of amount compared with shorter period if the company develops by itself or hires the outsiders to do. 2.3.3 Interested Directors and/or : (1) Mr. Francisco Henrique Passos Fernandes Directors being connected (2) Mr. Antonio Carlos Pereira Melo persons not attending the (3) Mr. Eric Felix Maria Van Peer meeting nor having the right to vote As at 30 September 2003, the net tangible assets according to the Company's consolidated financial statement is 8,736 Million Baht. Consequently, the size of above transactions are over 0.03% equivalent to 2.6 Million Baht but less than 3% equivalent to 262 Million Baht. The value of transactions are not required the shareholders' approval. 3. The Company be approved to amend Article 3 of the Company's Articles of Association from the existing provision as follows: "Article 3. Unless otherwise provided in these Articles of Association, the provisions of law governing public limited companies shall apply." To be as follows: "Article 3. Unless otherwise provided in these Articles of Association, the provisions of law governing public limited companies shall apply. The Company shall comply with the regulations, notifications, orders or rules of the Stock Exchange of Thailand so long as the Company's ordinary shares are listed on the Stock Exchange of Thailand. In this connection, in the case where the Company or its subsidiaries agree(s) to enter into a connected transaction or any transaction relating to the acquisition or disposition of assets of the Company or its subsidiaries pursuant to the definition prescribed in the notification of the Stock Exchange of Thailand enforceable on the related transaction of the listed companies or the acquisition or deposition of the assets of the listed companies, as the case may be, the Company must comply with the criteria and methods prescribed by the said notifications relating thereto. Any provision of these Articles of Association being in contrary to the regulations, notifications, orders or rules of the Stock Exchange of Thailand described in the above second paragraph, the said regulations, notifications, orders or rules shall prevail." The above amended provision shall be presented to the Annual General Meeting of Shareholders of the Company to be held in the year 2004 since the Amendment of the Company's Articles of Association must be approved by the shareholders meeting with the affirmative vote of not less than 3/4 of the total vote of the shareholders attending the meeting and having the right to vote. In addition, pursuant to the above Notification of the Stock Exchange of Thailand, Makro Properties Ltd. and Makro Office Centre Co., Ltd, the Company's subsidiaries must also amend their Articles of Association. Therefore, the Board of Directors' meeting has resolved to approve the amendment of the subsidaries'Articles of Association as follows: "In the case where the Company agrees to enter into a connected transaction or a transaction relating to the acquisition or disposition of asset of the Company as defined in the Notification of the Stock Exchange of Thailand enforceable against the connected transaction or the transaction relating to the acquisition or disposition of assets of the listed companies and if the said Notification requires the Company as the listed company's subsidiary to proceed with any matter, the Company must comply with the criteria and methods prescribed in the said notifications subjecting on the matters, mutatis mutandis." Please be informed accordingly. Yours faithfully, Siam Makro Public Company Limited Signature (Charoen Assawajarukasem) SET Coordinator Manager