Notification on Resolutions of AGM No. 15

30 เมษายน 2551
(Translation) April 29, 2008 Subject : Notification on Resolutions of Annual General Shareholders' Meeting No.15 (after conversion into a public company limited) To : Director and Manager Stock Exchange of Thailand Pursuant to Annual General Shareholders' Meeting No.15 (after conversion into a public company limited) of Siam Makro Public Company Limited held on April 29, 2008 during 3.00 - 4.30 p.m., at Monthathip Room of Radisson Hotel Bangkok, No. 92 Rama 9 Road, Bangkapi Subdistrict, Huay Kwang District, Bangkok Metropolis, Thailand, the following resolutions have been adopted: 1. Confirmation of the Minutes of the Annual General Shareholders' Meeting No. 14 (after conversion into a public company limited) held on April 27, 2007 with affirmative votes of 213,823,630 shares, equaling 100% of the total votes of the shareholders participating in the meeting and having the right to vote. 2. Approval of the audited balance sheets, statements of income, statements of changes in shareholders' equity, statements of cash flows and the report of the auditor of Siam Makro Public Company Limited and its subsidiaries as of December 31, 2007 with affirmative votes of 200,709,430 shares, equaling 93.87% of the total votes of the shareholders participating in the meeting and having the right to vote. There were 13,114,200 shares, equaling 6.13% abstentions. 3. Confirmation of the report of the Company's Management regarding the Company's business activities with affirmative votes of 195,747,730 shares, equaling 91.55% of the total votes of the shareholders participating in the meeting and having the right to vote. There were 18,075,900 shares, equaling 8.45% abstentions. And acknowledgement of the payment of interim dividend to the Company's shareholders on September 7, 2007 by the Board of Directors' Meeting No. 4/2007 held on August 9, 2007 and December 6, 2007 by the Board of Directors' Meeting No. 5/2007 held on November 8, 2007 with affirmative votes of 208,861,930 shares, equaling 97.68% of the total votes of the shareholders participating in the meeting and having the right to vote. There were 4,961,700 shares, equaling 2.32% abstentions. 4. Re-appointment of Mr. Athaporn Khaimarn as the Chairman of the Audit Committee with affirmative votes of 213,823,630 shares, equaling 100% of the total votes of the shareholders participating in the meeting and having the right to vote, and another 2 Audit Committee namely Mr. Thira Wipuchanin with affirmative votes of 213,823,630 shares, equaling 100% of the total votes of the shareholders participating in the meeting and having the right to vote, and Mr. Chavalit Uttasart with affirmative votes of 213,779,530 shares, equaling 99.98% of the total votes of the shareholders participating in the meeting and having the right to vote, non- affirmative votes of 44,100 shares, equaling 0.02% of the total votes of the shareholders participating the meeting and having the right to vote, as the members of the Audit Committee for another 2 years term. 5. Election of the following persons to be the Company's directors: (1) Mr. Dhanin Chearavanont with affirmative votes of 188,501,019 shares, equaling 88.16% of the total votes of the shareholders participating in the meeting and having the right to vote, non- affirmative votes of 25,318,511 shares, equaling 11.84% of the total votes of the shareholders participating the meeting and having the right to vote, and with the shareholders holding 4,100 shares, equaling 0.00% abstentions. (2) Mr. Arsa Sarasin with affirmative votes of 195,309,619 shares, equaling 91.34% of the total votes of the shareholders participating in the meeting and having the right to vote, non-affirmative votes of 18,514,011 shares, equaling 8.66% of the total votes of the shareholders participating the meeting and having the right to vote. (3) Mr. Prasert Jarupanich with affirmative votes of 195,265,519 shares, equaling 91.32% of the total votes of the shareholders participating in the meeting and having the right to vote, non-affirmative votes of 18,558,111 shares, equaling 8.68% of the total votes of the shareholders participating the meeting and having the right to vote, and (4) Mr. Chavalit Uttasart with affirmative votes of 196,621,219 shares, equaling 91.95% of the total votes of the shareholders participating in the meeting and having the right to vote, non-affirmative votes of 17,202,411 shares, equaling 8.05% of the total votes of the shareholders participating the meeting and having the right to vote. And fix of the remuneration of the Company's Directors for the year 2008 in the amount of Baht 11,880,000 with affirmative votes of 188,514,919 shares, equaling 88.16% of the total votes of the shareholders participating in the meeting and having the right to vote, non-affirmative votes of 25,308,711 shares, equaling 11.84% of the total votes of the shareholders participating the meeting and having the right to vote. 6. Approval on the declaration of the final dividend payment at Baht 2 per share, totalling 240,000,000 shares being the total dividend of Baht 480,000,000 to be payble on May 26, 2008 and not to appropriate more legal reserve since the reserve fund as at 31 December 2007 is up to Baht 240,000,000 being equal to 10% of registered capital, with affirmative votes of 213,823,630 shares, equaling 100% of the total votes of the shareholders participating in the meeting and having the right to vote. 7. Appointment of 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 to 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 with affirmative votes of 213,823,630 shares, equaling 100% of the total votes of the shareholders participating in the meeting and having the right to vote. And authorization of the Audit Committee to present to the Board of Directors to consider and approve the remuneration for the said auditors in the amount of Baht 4,600,649 being the 15.5 % increased rate over the remuneration for the year 2007 amounting to Baht 3,984,488 which composed of the base audit fee and the base stock count attendance fee. The 15.5% increase does not include the audit fee and the stock count attendance fee for new stores opened in 2008 in the amount of Baht 47,000 per new store with affirmative votes of 213,820,430 shares, equaling 100% of the total votes of the shareholders participating in the meeting and having the right to vote, non-affirmative votes of 2,700 shares, equaling 0.00% of the total votes of the shareholders participating the meeting and having the right to vote, and with the shareholders holding 500 shares, equaling 0.00% abstentions. There is no further business. Please be informed accordingly. Very truly yours, Siam Makro Public Company Limited Signature (Charoen Assawajarukasem)