Names of Members and Scope of Work of the Audit Committee

Translation F 24-1 Form to Report on Names of Members and Scope of Work of the Audit Committee The Board of Directors' meeting of Siam Makro Public Company Limited No. 6/2008 held on 7 August 2008 resolved the meeting's resolutions in the following manners: Appointment of the Audit Committee/Renewal for the term of Audit Committee: Chairman of the Audit Committee Member of the Audit Committee As follows: (1) ............................................................ (2) ............................................................ (3) ............................................................ (4) ............................................................ ,the appointment/renewal of which shall take an effect as of ..(date).. X Determination/Change in the scope of duties and responsibilities of the Audit Committee with the following details: 1. To review the Company's financial reporting process to ensure that it is accurate and adequate; 2. To review the Company's internal control system and internal audit system to ensure that they are suitable and efficient, and to determine an independent of the internal audit unit, as well as to approve the appointment, transfer and dismissal of the chief of an internal audit unit or any other unit in charge of an internal audit; 3. To review the Company's compliance with the law on Securities and Exchange, the SET's regulations, and the laws relating to the Company's business; 4. To consider, select and nominate independent persons to be the Company's auditors, and to propose such persons' remuneration, as well as to attend a non-management meeting with the auditors at least once a year; 5. To consider the Connected Transactions, or the transactions that may lead to conflicts of interests, to ensure that they are in compliance with the laws and the SET's regulations, to be ensured that the said transactions are reasonable and made for the highest benefit of the Company; 6. To prepare the Audit Committee's report which must be signed by the Audit Committee's Chairman and consist of at least the following information to be disclosed in the Company's annual report: (a) an opinion on the accuracy, completeness and creditability of the Company's financial report, (b) an opinion on the adequacy of the Company's internal control system, (c) an opinion on the compliance with the law on Securities and Exchange, the SET's regulations, or the laws relating to the Company's business, (d) an opinion on the suitability of an auditor, (e) an opinion on the transactions that may lead to conflicts of interests, (f) the number of the Audit Committee meetings, and the attendance of such meetings by each member of the Audit Committee, (g) an opinion or overview comment received by the Audit Committee from its performance of duties in accordance with the charter, and (h) other transactions which, according to the Audit Committee's opinion, should be known to the shareholders and general investors, subject to the scope of duties and responsibilities assigned by the Company's Board of Directors; and 7. To perform any other act as assigned by the Company's Board of Directors, with the approval of the Audit Committee. The determination/change of which shall take an effect as of 7 August 2008. The Audit Committee is consisted of: 1. Chairman of the Audit Committee Mr. Athaporn Khaimarn remaining term in office 1 year 9 months 2. Member of the Audit Committee Mr. Chavalit Uttasart remaining term in office 1 year 9 months 3. Member of the Audit Committee Mr. Thira Wipuchanin remaining term in office 1 year 9 months Secretary of the Audit Committee Miss Suparat Sumnienghong Enclosed hereto is 1 copy of the certificate and biography of an Audit Committee number 1 who has adequate expertise and experience to review creditability of the financial reports. The Audit Committee of the Company has the scope of duties and responsibilities to the Board of Directors on the following matters: 1. To review the Company's financial reporting process to ensure that it is accurate and adequate; 2. To review the Company's internal control system and internal audit system to ensure that they are suitable and efficient, and to determine an independent of the internal audit unit, as well as to approve the appointment, transfer and dismissal of the chief of an internal audit unit or any other unit in charge of an internal audit; 3. To review the Company's compliance with the law on Securities and Exchange, the SET's regulations, and the laws relating to the Company's business; 4. To consider, select and nominate independent persons to be the Company's auditors, and to propose such persons' remuneration, as well as to attend a non-management meeting with the auditors at least once a year; 5. To consider the Connected Transactions, or the transactions that may lead to conflicts of interests, to ensure that they are in compliance with the laws and the SET's regulations, to be ensured that the said transactions are reasonable and made for the highest benefit of the Company; 6. To prepare the Audit Committee's report which must be signed by the Audit Committee's Chairman and consist of at least the following information to be disclosed in the Company's annual report: (a) an opinion on the accuracy, completeness and creditability of the Company's financial report, (b) an opinion on the adequacy of the Company's internal control system, (c) an opinion on the compliance with the law on Securities and Exchange, the SET's regulations, or the laws relating to the Company's business, (d) an opinion on the suitability of an auditor, (e) an opinion on the transactions that may lead to conflicts of interests, (f) the number of the Audit Committee meetings, and the attendance of such meetings by each member of the Audit Committee, (g) an opinion or overview comment received by the Audit Committee from its performance of duties in accordance with the charter, and (h) other transactions which, according to the Audit Committee's opinion, should be known to the shareholders and general investors, subject to the scope of duties and responsibilities assigned by the Company's Board of Directors; and 7. To perform any other act as assigned by the Company's Board of Directors, with the approval of the Audit Committee. The Company hereby certifies that 1. The qualifications of the aforementioned members meet all the requirements of the Stock Exchange of Thailand; and 2. The scope of duties and responsibilities of the Audit Committee as stated above meet all the requirements of the Stock Exchange of Thailand. Signed Signature Director (Mrs. Suchada Ithijarukul) (Seal) Signed Signature Director (Mrs. Saowaluck Thithapant)