Connected Transactions Approval

Translation December 12, 2008 Subject : To inform the Board of Directors' resolutions No. 8/2008 To : Director and President The Stock Exchange of Thailand The Board of Directors' Meeting of Siam Makro Public Company Limited No. 8/2008 held on December 12, 2008 has adopted the following resolutions: - 1. The increased expenses from the connected transactions for the year 2008 be ratified. The Company had been approved to enter into the connected transactions for the year 2008 pursuant to the resolutions adopted by the Board of Directors' Meeting No.6/2007 held on 14 December 2007. However, thereafter, there have been additional connected transactions, and some of the approved connected transactions have caused more expenses. Details are as follows: 1.1) Trademark License Agreement pursuant to the following details: 1.1.1) Date of transaction : 1 January 2008 Term of agreement : 1/1/2008-31/12/2008 Licensor : Orkam Asia Trademark AG (OAT) Licensee : Siam Makro Plc. (SML) Makro Office Centre (MOC) 1.1.2) Type of transaction : SML and MOC are granted to use trademarks and service marks. 1.1.3) Total Value of Consideration : SML pays royalties of 0.5% of the total gross sales of the first 10 stores of SML and total gross sales of all stores of MOC. SML and MOC have to absorb all taxes in relations with the payment. 1.1.4) Nature and scope of interest : OAT is a company of SHV group, of connected persons a major shareholder of SML holding directly and indirectly SML shares over 10%. 1.1.5) Company's justification : The company has been using the trademark such as "Makro", "MOC", "ARO" etc. in operating the businesses. Apart from that, our store lay out, products display including the knowhow in operating the business have been developed by Makro and MOC. Whenever, there are any new technique or store format in other countries, those best practice knowhow will be transferred to SML or MOC in improving our company performance. 1.1.6) Interested Directors and/or : (1) Mr. Dennis Casey Directors being connected (2) Mr. Ruurd Jacobus Faber persons not attending the (3) Mr. Stephan Ronald Nanninga meeting nor having the right to vote. Approved expenses (including tax) : Baht 149,900,000 for Makro Actual expenses paid in 2008 for : Baht 153,500,000 Makro (including tax) Actual expenses exceeding : Baht 3,600,000 approved amount 1.2) Insurance Premium on Umbrella Insurance which is provided to SML&MOC by Orkam Asia Management AG. 1.2.1) Company's justification : For minimizing risks in relation to any damage to be occurred from any act of SML&MOC to the third parties. The insurance coverage is Euro 50 Million (approximately Baht 2,450 Million), the insurance premium of which is lower than that to be insured by SML. 1.2.2) Interested Directors and/or : (1) Mr. Dennis Casey Directors being connected (2) Mr. Ruurd Jacobus Faber persons not attending the (3) Mr. Stephan Ronald Nanninga meeting nor having the right to vote. Approved expenses (excluding tax) : Baht 2,600,000 Actual expenses paid in 2008 : Baht 2,630,875.47 (excluding tax) Actual expenses exceeding : Baht 30,875.47 approved amount 1.3) Commercial Consultancy Agreement. 1.3.1) Date of transaction : 2 January 2008 Term of agreement : 2 January 2008 to 31 December 2008 Service Provider : Makro Asia Management (MAM) Service Receiver : Siam Makro Plc. (SML) 1.3.2) Type of transaction : For the purpose of developing and improving the efficiency of the procurement division and other personnel to be in the international level, and remodeling stores. 1.3.3) Total Value of Consideration : Baht 2,000,000 (excluding VAT) 1.3.4) Nature and scope of interest : MAM is a company of SHV group, of connected persons a major shareholder of SML holding directly and indirectly SML shares over 10%. 1.3.5) Company's justification : For developing and improving the efficiency of the procurement division and other personnel to be in the international level, and remodeling stores. 1.3.6) Interested Directors and/or : (1) Mr. Dennis Casey Directors being connected (2) Mr. Ruurd Jacobus Faber persons not attending the (3) Mr. Stephan Ronald Nanninga meeting nor having the right to vote. Approved expenses : Baht - Actual expenses paid in 2008 : Baht 2,000,000 Actual expenses exceeding : Baht 2,000,000 approved amount As at 30 September 2008, the net tangible assets according to the Company's consolidated financial statement is Baht 8,183 Million. Consequently, the size of above transactions exceeds 0.03% which is equivalent to Baht 2.45 Million but less than 3% or Baht 245 Million. The value of transactions does not require the shareholders' meeting approval. 2. The following connected transactions for the year 2009 be approved. 2.1) Software License Agreement pursuant to the following details: 2.1.1) Date of transaction : 1 January 2009 Term of agreement : 1 year, to be renewed on yearly basis Licensor : Orkam Asia Management AG (OAM) Licensee : Siam Makro Plc. (SML) 2.1.2) Type of transaction : SML is granted the right to use software license namely "MBS2000". 2.1.3) Total Value of Consideration : SML pays one time License fee of 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 interest : OAM is a company of SHV group, of connected persons a major shareholder of SML holding directly and indirectly SML shares over 10%. 2.1.5) 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. 2.1.6) Interested Directors and/or : (1) Mr. Dennis Casey Directors being connected (2) Mr. Ruurd Jacobus Faber persons not attending the (3) Mr. Stephan Ronald Nanninga meeting nor having the right to vote. Estimated expenses for the year : Baht 5,080,000 2009 (including tax) for 4 new (Baht 1,270,000 per new store) stores 2.2) Trademark License Agreement pursuant to the following details: 2.2.1) Date of transaction : 1 January 2009 Term of agreement : 1/1/2009-31/12/2009 Licensor : Orkam Asia Trademark AG (OAT) Licensee : Siam Makro Plc. (SML) 2.2.2) Type of transaction : SML is granted to use trademarks and service marks. 2.2.3) Total Value of Consideration : SML pays royalties of 0.5% of the total gross sales of the first 10 stores of SML. SML has to absorb all taxes in relations with the payment. 2.2.4) Nature and scope of interest : OAT is a company of SHV group, of connected persons a major shareholder of SML holding directly and indirectly SML shares over 10%. 2.2.5) Company's justification : The company has been using the trademark such as "Makro", "ARO" etc. in operating the businesses. Apart from that, our store lay out, products display including the knowhow in operating the business have been developed by Makro. Whenever, there are any new technique or store format in other countries, those best practice knowhow will be transferred to the company in improving our company performance. 2.2.6) Interested Directors and/or : (1) Mr. Dennis Casey Directors being connected (2) Mr. Ruurd Jacobus Faber persons not attending the (3) Mr. Stephan Ronald Nanninga meeting nor having the right to vote. Estimated expenses for the year : Baht 165,000,000 2009 (including tax) 2.3) Insurance Premium on Umbrella Insurance arranged to SML by Orkam Asia Management AG: Charging for EUR 56,000 (Approximately Baht 2.8 Million at Exchange Rate : EUR 1 = Baht 50) (No withholding tax at source). 2.3.1) Company's justification : For minimizing risks in relation to any damage to be occurred from any act of SML to the third parties. The insurance coverage is Euro 50 Million (approximately Baht 2,500 Million), the insurance premium of which is lower than that to be insured by SML. 2.3.2) Interested Directors and/or : (1) Mr. Dennis Casey Directors being connected (2) Mr. Ruurd Jacobus Faber persons not attending the (3) Mr. Stephan Ronald Nanninga meeting nor having the right to vote. Estimated expenses for the year : Baht 2,800,000 (EUR 56,000 with 2009 (excluding tax) exchange rate of EUR 1 = Baht 50) 2.4) Prophix (for preparing Budgets), Software License Agreement pursuant to the following details: 2.4.1) Date of transaction : 1 December 2006 Term of agreement : No fixed period. Any party may terminate the Agreement by notifying to the other in advance of 3 months before 31 December of every year. Licensor : Orkam Asia Management AG (OAM) Licensee : Siam Makro Plc. (SML) 2.4.2) Type of transaction : Improvement and development of Prophix Software to be used for preparing budgets and reports. 2.4.3) Total Value of Consideration : SML pays annual License fee of USD 4,180 (20% of fee per user of USD 550 for 38 users). SML has to absorb all taxes incurred in relations to payment. 2.4.4) Nature and scope of interest : OAM is a company of SHV group, of connected persons a major shareholder of SML holding directly and indirectly SML shares over 10%. 2.4.5) Company's justification : The software is used for supporting the yearly budgeting, monthly forecasting and reporting process. The expenses paid for each store are cheaper than local system development. 2.4.6) Interested Directors and/or : (1) Mr. Dennis Casey Directors being connected (2) Mr. Ruurd Jacobus Faber persons not attending the (3) Mr. Stephan Ronald Nanninga meeting nor having the right to vote. Estimated expenses for the year : Baht 170,000 2009 (including tax) 2.5) Business Intelligence System (BI) (Consultancy, Software License and Maintenance Agreement) pursuant to the following details: 2.5.1) Date of transaction : 1 December 2006 Term of agreement : 1 year, to be renewed on yearly basis Licensor : Orkam Asia Management AG (OAM) Licensee : Siam Makro Plc. (SML) 2.5.2) Type of transaction : SML is granted the right to use software license in relation to BI System by receiving source code from the other party to be used. 2.5.3) Total Value of Consideration : EUR 33,000 (approximately Baht 1.65 million). SML has to absorb all taxes incurred in relations to payment. 2.5.4) Nature and scope of interest : OAM is a company of SHV group, of connected persons a major shareholder of SML holding directly and indirectly SML shares over 10%. 2.5.5) Company's justification : The software is used for processing data from all stores and head office to prepare a report in a standard form for the timely analysis and decision making. In addition, such software will compare the obtaining data to the set data as a valuation for the purpose setting by the Company. 2.5.6) Interested Directors and/or : (1) Mr. Dennis Casey Directors being connected (2) Mr. Ruurd Jacobus Faber persons not attending the (3) Mr. Stephan Ronald Nanninga meeting nor having the right to vote. Estimated expenses for the year : Baht 1,650,000 2009 (including tax) 2.6) Symantec Software License (Anti Virus Software) and VPN: 2.6.1) Date of transaction : 1 October 2008, 1 January 2009 Term of agreement : 2 years ended on 30 September 2010 & 1 year ended 31 December 2009 respectively. Licensor : SHV Holding NV (SHV) Licensee : Siam Makro Plc. (SML) 2.6.2) Type of transaction : SML is granted the right to use Anti Virus Software (Symantec License) and VPN connection. 2.6.3) Total Value of Consideration : SML pays EUR 36,000 and has to absorb all taxes incurred in relations to payment. 2.6.4) Nature and scope of interest : SHV is a company of SHV group, of connected persons a major shareholder of SML holding directly and indirectly SML shares over 10%. 2.6.5) Company's justification : The software is used for preventing Computer Virus. The expenses paid are cheaper than buying directly from the owner. 2.6.6) Interested Directors and/or : (1) Mr. Dennis Casey Directors being connected (2) Mr. Ruurd Jacobus Faber persons not attending the (3) Mr. Stephan Ronald Nanninga meeting nor having the right to vote. Estimated expenses for the year : Baht 1,800,000 2009 (including tax) As at 30 September 2008, the net tangible assets according to the Company's consolidated financial statement is Baht 8,183 Million. Consequently, the size of above transactions exceeds 0.03% which is equivalent to Baht 2.45 Million but less than 3% or Baht 245 Million. The value of transactions does not require the shareholders' meeting approval. Please be informed accordingly. Yours faithfully, Siam Makro Public Company Limited Signature (more)