SIAM MAKR : Resolutions of the Board of Directors' Meeting No.4/2020 and schedule for the 2020 Annual General Meeting of Shareholders

Translation

Date:

June 1, 2020

Subject:

Resolutions of the Board of Directors' Meeting No.4/2020 and schedule for the 2020 Annual General Meeting of Shareholders

To: President of the Stock Exchange of Thailand

Enclosure: Agenda of the 2020 Annual General Meeting of Shareholders

Siam Makro Public Company Limited (the "Company") would like to inform you that the Board of Directors' Meeting No.4/2020 held on June 1, 2020 has adopted significant resolutions as follows:

• 1. Approved to propose to the 2020 Annual General Meeting of Shareholders ("2020 AGM") to acknowledge two interim dividend payments from the Company's consolidated net profit at the total rate of Baht 0.96 per share, totaling Baht 4,608 million and equivalent to 73.8% of the net profit for the year 2019, details are as follows:

  • 1) The first interim dividend payment at the rate of Baht 0.40 per share, totaling Baht 1,920 million which was paid on September 5, 2019, declared by the resolution of the Board of Directors' Meeting No. 3/2019 held on August 8, 2019.

  • 2) The second interim dividend payment at the rate of Baht 0.56 per share, totaling Baht 2,688 million which was paid on April 22, 2020 in substitution of 2019 annual dividend payment, declared by the resolution of the Board of Directors' Meeting No. 2/2020 held on April 3, 2020.

  The second interim dividend payment was to minimize impact from the indefinite postponement of the 2020 AGM previously scheduled on April 23, 2020. As such, the Board of Directors will not propose to the AGM to approve 2019 annual dividend payment.

• 2. Approved to fix the date of 2020 AGM on Friday, July 24, 2020 at 3.00 p.m. at Convention Room, 4th floor, Siam Makro Public Company Limited, Tara Phatthanakan Building, No. 1468, Phatthanakan Road, Phatthanakan Sub District, Suan Luang District, Bangkok 10250. The Record Date to determine the shareholders who are entitled to attend the 2020 AGM will be on June 15, 2020. The agenda are set out as follows:

-1-

Agenda 1	To consider and affirm the management report on the Company's
business operations for the year 2019.
Agenda 2	To consider and approve the financial statements for the year ended
December 31, 2019
Agenda 3	To acknowledge the interim dividend payments
Agenda 4	To consider and approve the election of the Company's directors to
replace the directors retiring by rotation
Agenda 5	To consider and approve the Directors' Remuneration for the year 2020
Agenda 6	To consider and approve the appointment of the Company's auditors
and fix the auditors' remuneration for the fiscal year ended December
31, 2020
Agenda 7	To consider and approve the amendment to the objectives and Clause
3 of the Company's Memorandum of Association
Agenda 7.1	To consider and approve the amendment to the Company's objectives
Agenda 7.2	To consider and approve the amendment to Clause 3 of the Company's
Memorandum of Association
Agenda 8	To consider other businesses (if any)

3) Approved the delegation of authority to Group Chief Executive Officer - Siam Makro to have power to perform any acts including issuance of meeting notice; changing of date, time, venue and other details in relation to the arrangement of the 2020 Annual General Meeting of Shareholders; as well as amendment to the meeting agenda if necessary and in the case of force majeure.

Please be informed accordingly.

Yours faithfully,

Siam Makro Public Company Limited -----------------------------------------------(Saowaluck Thithapant)

Group Chief Shared Service Officer - Siam Makro

SET & Investor Relations

Tel. [phone] Ext. 8255 / 8261 Fax. [phone]

Enclosure

Agenda of the 2020 Annual General Meeting of Shareholders

Siam Makro Public Company Limited

The Board of Directors' Meeting No.4/2020 held on June 1, 2020 has adopted the resolutions to fix the date of the 2020 Annual General Meeting of Shareholders on Friday, July 24, 2020 at 3.00 p.m. at Convention Room, 4th floor, Siam Makro Public Company Limited, Tara Phatthanakan Building, No. 1468, Phatthanakan Road, Phatthanakan Sub District, Suan Luang District, Bangkok 10250. In this regards, there was no additional agenda item proposed by the shareholders. The Company, therefore, would like to announce the agenda as follows:

Agenda 1

To consider and affirm the management report on the Company's business operations for the year 2019

The Board requests the Meeting to consider and affirm the management report on the Company's business operations for the year 2019.

Agenda 2 To consider and approve the financial statements for the year ended December 31, 2019

The Board concurs with the Audit Committee's recommendation and requests the Meeting to consider and approve the Company's financial statements for the year ended December 31, 2019 which were audited and certified by the auditor and reviewed by the Audit Committee.

Agenda 3 To acknowledge the interim dividend payments

The Board requests the Meeting to acknowledge two interim dividend payments declared by the resolution of the Board of Directors' Meeting No. 3/2019 held on August 8, 2019 and the resolution of the Board of Directors' Meeting No. 2/2020 held on April 3, 2020

In addition, the Company's legal reserve as at December 31, 2019 is equal to Baht 240 million or 10% of its registered capital. The Company, therefore, needs not to appropriate the annual net profit for legal reserve.

Agenda 4 To consider and approve the election of the Company's directors to replace the directors retiring by rotation

At the 2020 Annual General Meeting of Shareholders, there are 5 directors who are retiring by rotation, namely, 1) Mr. Suphachai Chearavanont, 2) Dr. Prasert Jarupanich, 3) Mr. Pittaya Jearavisitkul, 4) Mrs. Suchada Ithijarukul, and 5) Mrs. Saowaluck Thithapant

The Board concurs with the Audit Committee's recommendation and requests the Meeting to consider and re-elect the 5 directors who are retiring by rotation to resume their previous position(s) for another term.

Agenda 5 To consider and approve the Directors' Remuneration for the year 2020 The Board concurs with the Audit Committee's recommendation and requests the Meeting to consider and approve the directors' remuneration for the year 2020, which is the same rate as the remuneration in 2019 as follows:

Remarks:

• 1) Other sub-committees apart from the Audit Committee.

• 2) Equal to a rate of 0.50% of the dividend paid to the Shareholders for the 2019 operating results. The Chairman of the Board will consider the allocation of appropriate amount of annual bonus to each director.

Agenda 6

To consider and approve the appointment of the Company's auditors and fix the auditors' remuneration for the fiscal year ended December 31, 2020

The Board concurs with the Audit Committee's recommendation and requests the Meeting to consider and approve the appointment of auditors from KPMG Phoomchai Audit Limited, as listed out below, as the Company's auditors for the fiscal year ended December 31, 2020.

• 1) Ms. Sujitra Masena, Certified Public Accountant (Thailand) No. 8645

• 2) Mr. Charoen Phosamritlert, Certified Public Accountant (Thailand) No. 4068

• 3) Mrs. Munchupa Singsuksawat, Certified Public Accountant (Thailand) No. 6112

In the absence of the above-mentioned auditors, KPMG Phoomchai Audit Limited is authorized to appoint other Certified Public Accountants of KPMG Phoomchai Audit Limited to carry out the work.

The Board of Directors opined that the remuneration for the said auditors shall be fixed at the total amount of Baht 7,170,000 which is 5.1% increase from the auditing fee for the year 2019 due to the increasing number of subsidiaries and the local and overseas business expansion, resulting in higher duty and responsibility of the auditors.

Agenda 7 To consider and approve the amendment to the objectives and Clause 3 of the Company's Memorandum of Association

Agenda 7.1 To consider and approve the amendment to the Company's objectives

In order that the Company's objectives cover the trading of some products which requires the trader to register as importer according to the Notification of the Ministry of Commerce, and cover future investment and business operation, the Board requests the Meeting to consider and approve the amendment to the Company's objectives, details as follows:

1. To amend the objectives of the Company, Clause 7 and 8 by adding the underlined words as follows:

"(7) To trade rice, rice products, tapioca, tapioca products, maize, sesame, beans, paper, jute, kapok, cotton, lac, caster beans, wood, rubber, vegetables, fruits, jungle products, herbs, animal skin, horns, living animals, cut-up fresh, animal offal, pig offal, sugar, animal feeds, and all kinds of agricultural product"

"(8) To trade machinery, engines, devices, labour-saving devices, vehicles, generators, and electric appliances, refrigerators, air conditioners, fans, electric cookers, electric irons, pumps, heaters, coolers, kitchen appliances, ironware, copperware, brassware, sanitary ware, household hardware, furniture, electric accessories, pipe-water accessories, computers, microprocessors, software, equipment for storing value of product or service in cards, debt repayment system, payware machine, debit machine, cash deposit machine, cash withdrawal machine, card readers, card insertion machine, card transmitter machine, calculators, bookkeeping machine, photocopying machines, radios, televisions, all types of radio transceivers, electronic equipment, radar equipment, sonar equipment, laser equipment, stereos, cameras, water heaters, humidity control