Dividend Declaration and Calling for AGM

Translation February 23, 2010 Subject : To inform the Board of Directors' resolution No.1/2010 To : Director and Manager Stock Exchange of Thailand The Board of Directors' Meeting of Siam Makro Public Company Limited No. 1/2010 held on February 23, 2010 unanimously made the following resolutions: - 1. The meeting resolved to determine the shareholders' names who will have the right to attend the Annual General Shareholders' Meeting No.17 (after conversion into a public company limited) and to receive the dividend on March 11, 2010 (Record Date) and to collect the shareholders' names under Section 225 of the Securities and Exchange Act B.E. 2535 (A.D. 1992) by closing the Company's share register book on March 12, 2010. 2. The meeting resolved that the Annual General Shareholders' Meeting No. 17 (after conversion into a public company limited) be held on April 29, 2010 at 3.00 p.m. at Parichart 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. 16 (after conversion into a public company limited) held on April 29, 2009. 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, 2009. 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 to the Company's shareholders: - On September 4, 2009 by the Board of Directors' Meeting No. 3/2009 held on August 7, 2009; and - On December 4, 2009 by the Board of Directors' Meeting No. 5/2009 held on November 6, 2009. 3.3 To acknowledge the number and name of independent directors as well as the waiver of certain qualification of independent directors under the SEC's criteria. Agenda 4 To consider the election of the Directors to be in place of those who retire, and the Directors' remuneration. Agenda 5 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 6 To consider and approve 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, 2010. Agenda 8 To consider other businesses (if any). 3. The meeting resolved to approve the waiver of one of the qualification of Mr. Chavalit Uttasart, an independent director under the SEC's criteria based on the following reasons: (a) Mr. Chavalit Uttasart is a managing director of Siam City Law Offices Ltd. and Chavalit and Associates Ltd. providing the legal service to the Company with the service fee exceeding 2 Million Baht per annum which result is that Mr. Chavalit Uttasart's qualification does not meet the required qualifications prescribed by the SEC; (b) Since Mr. Chavalit Uttasart has good knowledge of the Company's business and the authorities' rules and regulations relating to the Company's business or which may affect to the Company and/or its business operation and then the Company is able to be prepared and to properly and immediately comply with the said rules and regulations as well as to proceed with any prevention for any negative affect which may occur. It is therefore necessary for having Mr. Chavalit Uttasart remain the independent director; (c) The Board of Directors opines that the appointment of Mr. Chavalit Uttasart does not affect on performance of his duty and on rendering his opinion independently; (d) The Company must disclose the said information in the Invitation to the shareholders' meeting in the Agenda on considering and re- electing Mr. Chavalit Uttasart as the independent director. 4. The meeting resolved to propose to Annual General Shareholders' Meeting No. 17 (after conversion into a public company limited) to re-elect 4 Directors who are due to retire by rotation are as follows: (1) Mr. Athaporn Khaimarn Independent Director and Chairman of the Audit Committee (2) Mr. Thira Wipuchanin Independent Director and Member of the Audit Committee (3) Mr. Chavalit Uttasart Independent Director and Member of the Audit Committee (4) Mr. Stephan Ronald Nanninga Director 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 2010 should be fixed at Baht 11,880,000 and the additional expenses for directors residing in the foreign countries in attending the Board of Directors' Meetings and the Annual General Shareholders' Meeting should be fixed in the amount of not exceeding Baht 270,000 per person per annum. At present, the Company has 3 directors residing in the foreign countries, namely: (1) Mr. Dennis Casey (2) Mr. Stephan Ronald Nanninga (3) Mr. Willem Hendrikus van Leeuwen 5. The meeting unanimously resolved to propose to Annual General Shareholders' Meeting No. 17 (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. 17, which will be held on April 29, 2010 as members of the Audit Committee for another two years because their qualifications and independence are in compliance with the SEC and SET's requirements. 6. The meeting resolved to propose to Annual General Shareholders' Meeting No. 17 (after conversion into a public company limited) for approval of the Company to declare final dividend payment at the rate of 43.2% of the net profit for the year, at Baht 2.75 per share, totaling 240,000,000 shares being the total dividend of Baht 660,000,000 and that the dividend payment date is on May 27, 2010. Since the reserve fund as at 31 December 2009 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. 3/2009 held on August 7, 2009 and having been paid since September 4, 2009 in the amount of Baht 2 per share, totaling Baht 480,000,000; and - The resolution of the Board of Directors' Meeting No. 5/2009 held on November 6, 2009 and having been paid since December 4, 2009 in the amount of Baht 1 per share, totaling Baht 240,000,000. Therefore, the total dividend payment for the year 2009 will be Baht 1,380,000,000 or Baht 5.75 per share, being 90.4% of the net profit for the year 2009. 7. The meeting resolved to propose to Annual General Shareholders' Meeting No. 17 (after conversion into a public company limited) to appoint Mr. Prasan Chuaphanich, Certified Public Accountant (Thailand) No.3051, Ms. Nangnoi Charoenthaveesub, Certified Public Accountant (Thailand) No.3044, and Mr. Somchai Jinnovart, Certified Public Accountant (Thailand) No.3271 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, 2010. 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 3 % increase over the remuneration for the year 2009, totaling Baht 4,810,768 which composed of the base audit fee and the base stock count fee. Such amount does not include the audit fee and the stock count attendance fee for new stores opened in 2010 in the amount of Baht 47,000 per each new store. Please be informed accordingly. Yours faithfully, Siam Makro Public Company Limited Signature (Mrs. Saowaluck Thithapant) Director and Finance Director