Dividend Declaration and Calling for AGM

Translation February 27, 2008 Subject : To inform the Board of Directors' resolution No.1/2008 To : Director and Manager Stock Exchange of Thailand The Board of Directors' Meeting of Siam Makro Public Company Limited No. 1/2008 held on February 27, 2008 made the following resolutions: - 1. The meeting unanimously resolved to close the Company's share register book on April 9, 2008 at noon until the Annual General Shareholders Meeting No. 15 (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. 15 and to receive dividend to be declared by the Annual General Shareholders Meeting No. 15. 2. The meeting unanimously resolved that the Annual General Shareholders Meeting No. 15 (after conversion into a public company limited) be held on April 29, 2008 at 3.00 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 confirm the Minutes of the Annual General Shareholders' Meeting No. 14 (after conversion into a public company limited) held on April 27, 2007. Agenda 2 To consider and approve the audited balance sheets, statements of income, statements of changes in shareholders' equity and statements of cash flows and the report of the auditors of Siam Makro Public Company Limited and its subsidiaries as of December 31, 2007. Agenda 3 To consider confirming and acknowledge the following matters: 3.1 To confirm the report of the Company's Management regarding the Company's activities. 3.2 To acknowledge payment of interim dividend: - On September 7, 2007 by the Board of Directors' Meeting No. 4/2007 held on August 9, 2007; and - On December 6, 2007 by the Board of Directors' Meeting No. 5/2007 held on November 8, 2007. Agenda 4 To consider matters concerning the Audit Committee retirement by term of appointment and the Audit Committee to be appointed in place of those who retire. Agenda 5 To consider the election of the Directors to be in place of those who retire, and the Directors' remuneration. Agenda 6 To consider and approve matters concerning the declaration of the dividend payment and the appropriation of reserved fund. Agenda 7 To consider and appoint the auditors and to fix the auditing fee for the fiscal year ended December 31, 2008. Agenda 8 To consider other businesses (if any). 3. The meeting unanimously resolved to propose to Annual General Shareholders' Meeting No. 15 (after conversion into a public company limited) for approval of the Company to declare final dividend payment at the rate of 37.2% of the net profit for the year, at Baht 2 per share, totalling 240,000,000 shares being the total dividend of Baht 480,000,000 and that the dividend payment date is on May 26, 2008. Since the reserve fund as at 31 December 2007 is Baht 240,000,000 being equal to 10% of registered capital, the Company, therefore, is not required to set aside more legal reserve. The amount of the said dividend is in addition to that of the interim dividend declared by: - The resolution of the Board of Directors' Meeting No. 4/2007 held on August 9, 2007 and having been paid since September 7, 2007 in the amount of Baht 2.25 per share or Baht 540,000,000; and - The resolution of the Board of Directors' Meeting No. 5/2007 held on November 8, 2007 and having been paid since December 6, 2007 in the amount of Baht 1 per share or Baht 240,000,000. Therefore, total dividend amount being paid will be Baht 1,260,000,000 or Baht 5.25 per share, being 97.6% of the net profit for the year 2007. 4. The meeting unanimously resolved to propose to Annual General Shareholders' Meeting No. 15 (after conversion into a public company limited) to reappoint Mr. Athaporn Khaimarn as the Chairman of the Audit Committee, Mr. Thira Wipuchanin and Mr. Chavalit Uttasart who are due for retirement on the date of the Annual General Shareholders' Meeting No. 15, which will be held on April 29, 2008 as members of the Audit Committee for another two years because their qualifications and independence are in compliance with the SET s requirements. 5. The meeting unanimously resolved to propose to Annual General Shareholders' Meeting No. 15 (after conversion into a public company limited) to re-elect 4 Directors who are due to retire by rotation are as follows: (1) Mr. Dhanin Chearavanont Independent Director and Honorary Chairman (2) Mr. Arsa Sarasin Independent Director and Chairman (3) Mr. Prasert Jarupanich Independent Director (4) Mr. Chavalit Uttasart Independent Director should be re-elected as the Directors for another term since they are capable of managing the businesses of the Company. The Board of Directors also recommends that the payment of remuneration to the Directors for the year 2008 should be made at Baht 11,880,000. 6. The meeting unanimously resolved to propose to Annual General Shareholders' Meeting No. 15 (after conversion into a public company limited) to appoint Mr. Somchai Jinnovart, Certified Public Accountant (Thailand) No.3271, Ms. Nangnoi Charoenthaveesub, Certified Public Accountant (Thailand) No.3044, and Mr. Prasan Chuaphanich, Certified Public Accountant (Thailand) No.3051 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, 2008. 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. The Audit Committee presented that the Board of Directors be authorized to consider and approve the remuneration for the said auditors at the rate of up to Baht 4,600,649 which composed of the base audit fee and the base stock count fee, being the 15.5% increase over the remuneration for the year 2007 amounting to Baht 3,984,488. The 15.5% increase does not include the audit fee and stock count fee for new stores opened in 2008 which will be charged at Baht 47,000 per each new store. Please be informed accordingly. Yours faithfully, Siam Makro Public Company Limited Signature (Mr. Charoen Assawajarukasem) SET Coordinator Manager