SIAM MAKR : Resolutions of the 2020 Annual General Meeting of Shareholders

Translation

Date:	July 24, 2020
Subject:	Resolutions of the 2020 Annual General Meeting of Shareholders
To:	President of the Stock Exchange of Thailand

The 2020 Annual General Meeting of Shareholders ("the Meeting") of Siam Makro Public Company Limited ("the Company") which was held on July 24, 2020 from 3.00 to 4.15 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, had the following resolutions:

Agenda 1To consider and affirm the management report on the Company's business operations for the year 2019

Resolution

The Meeting affirmed the management report on the Company's business operations for the year 2019 by majority votesof the shareholders who were present at the meeting and entitled to vote as follows:

Approved	4,721,461,137	votes, equivalent to	99.99999 %
Disapproved	0	votes, equivalent to	0.00000 %
Abstained	600	votes, equivalent to	0.00001 %
Voided Ballots	0	votes, equivalent to	0.00000 %

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

Resolution

The Meeting approved the financial statements for the year ended December 31, 2019 by unanimous resolutionas follows:

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Approved	4,721,471,737	votes, equivalent to	100.00000 %
Disapproved	0	votes, equivalent to	0.00000 %
Abstained	0	votes, equivalent to	0.00000 %
Voided Ballots	0	votes, equivalent to	0.00000 %

Agenda 3To acknowledge the interim dividend payments from the Company's 2019 operating results

The Meeting acknowledged two interim dividend payments paid from the Company's 2019 operating results as follows:

1. The first interim dividend payment on September 5, 2019 at the rate of Baht 0.40 per share, totaling approximately Baht 1,920 million, as declared by the resolution of the Board of Director's meeting of the Company No. 3/2019 dated 8 August 2019;
2. The second interim dividend payment on April 22, 2020 at the rate of Baht 0.56 per share, totaling approximately Baht 2,688 million which declared by the resolution of the Board of Director's meeting of the Company No. 2/2563 dated 3 April 2020, in substitution of the annual dividend payment to reduce impact from the indefinite postponement of the AGM which was previously scheduled to be held on April 23, 2020.

Agenda 4To consider and approve the election of the Company's directors to replace the directors retiring by rotation for the year 2020

Resolution

The Meeting approved the re-election of 5 directors who retired by rotation to resume their previous position(s) for another term by majority votesof the shareholders who were present at the meeting and entitled to vote. The directors were appointed individually as follows:

1) Mr. Suphachai Chearavanont	Director/ Chairman
Approved	4,717,555,229	votes, equivalent to	99.91705 %
Disapproved	3,916,512	votes, equivalent to	0.08295 %
Abstained	0	votes, equivalent to	0.00000 %
Voided Ballots	0	votes, equivalent to	0.00000 %
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2) Dr. Prasert Jarupa nich	Director
	Approved	4,717,652,429	votes, equivalent to	99.91911 %
	Disapproved	3,819,312	votes, equivalent to	0.08089 %
	Abstained	0	votes, equivalent to	0.00000 %
	Voided Ballots	0	votes, equivalent to	0.00000 %
3)	Mr. Pittaya Jearavisitkul	Director
	Approved	4,717,652,429	votes, equivalent to	99.91911 %
	Disapproved	3,819,312	votes, equivalent to	0.08089 %
	Abstained	0	votes, equivalent to	0.00000 %
	Voided Ballots	0	votes, equivalent to	0.00000 %
4)	Mrs. Suchada Ithijarukul	Director/ Second Vice Chairman and
		Group Chief Executive Officer - Siam Makro
	Approved	4,720,692,941	votes, equivalent to	99.98351 %
	Disapproved	778,800	votes, equivalent to	0.01649 %
	Abstained	0	votes, equivalent to	0.00000 %
	Voided Ballots	0	votes, equivalent to	0.00000 %
5)	Mrs. Saowaluck Thithapant	Director/ Group Chief Shared Service Officer - Siam Makro
	Approved	4,717,882,429	votes, equivalent to	99.92398 %
	Disapproved	3,589,312	votes, equivalent to	0.07602 %
	Abstained	0	votes, equivalent to	0.00000 %
	Voided Ballots	0	votes, equivalent to	0.00000 %

The Company would like to summarize the list of the Board of Directors and the sub-committees as of July 24, 2020 as follows:

1.	Mr. Suphachai Chearavanont Chairman of the Board of Directors

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2.	Mr. Joti Bhokavanij	Independent Director, Chairman of the Audit
		Committee, and Chairman of the Nomination and
		Remuneration Committee
3.	Mr. Rawat Chamchalerm	Independent Director and Chairman of the
		Corporate Governance Committee
4.	Mrs. Kannika Ngamsopee	Independent Director and Member of the Audit
		Committee
5.	Mr. Jukr Boon-Long	Independent Director, Member of the Audit
		Committee, and Member of the Corporate
		Governance Committee
6.	Mr. Prasobsook Boondech	Independent Director and Member of the
		Nomination and Remuneration Committee
7.	Mr. Korsak Chairasmisak	Director, First Vice Chairman, and Member of the
		Nomination and Remuneration Committee
8.	Mr. Umroong Sanphasitvong	Director and Member of the Corporate Governance
		Committee
9.	Mr. Piyawat Titasattavorakul	Director
10.	Mr. Pittaya Jearavisitkul	Director
11.	Mr. Adirek Sripratak	Director
12.	Dr. Prasert Jarupanich	Director
13.	Mr. Narong Chearavanont	Director
14.	Mrs. Suchada Ithijarukul	Director, Second Vice Chairman, and Group Chief
		Executive Officer - Siam Makro
15.	Mrs. Saowaluck Thithapant	Director and Group Chief Shared Service Officer -
		Siam Makro

Agenda 5To consider and approve the Directors' remuneration for the year 2020

Resolution

The Meeting approved the directors' remuneration for the year 2020 as follows:

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		Types of Remuneration	(Baht/Person/Month)	(Baht/Person/Year)
1.	Regular Remuneration
	-	Chairman	155,000	1,860,000
	- Chairman of the Audit Committee and	140,000	1,680,000
		Independent Director
	- Member of the Audit Committee and	115,000	1,380,000
		Independent Director
	-	Director	100,000	1,200,000
	- Chairman of the sub-committee1)	15,000	180,000
	- Member of the sub-committee1)	5,000	60,000
2.	Annual Bonus 2)	Baht 23.04 million
3.	Other Benefit	None

Remarks:

1. The sub-committee excluding the Audit Committee.
2. At the rate of 0.50% of dividend paid to the Shareholders for the 2019 operating results. The Chairman will consider the appropriate amount of annual bonus allocated to each director.

The said directors' remuneration was approved by the affirmative votes of not less than two-thirds(2/3)of the total number of votes of shareholders who were present at the meeting as follows:

Approved	4,720,416,141	votes, equivalent to	99.97764 %
Disapproved	1,055,600	votes, equivalent to	0.02236 %
Abstained	0	votes, equivalent to	0.00000 %
Voided Ballots	0	votes, equivalent to	0.00000 %

Agenda 6To consider and approve the appointment of the Company's auditors and fix the

auditors' remuneration for the fiscal year ended December 31, 2020

Resolution

The Meeting approved the appointment of the auditors from KPMG Phoomchai Audit Ltd. for the Company, any one being authorized to conduct the audit and express an opinion on the annual

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financial statements of the Company, for the fiscal year ended December 31, 2020, namely, Ms. Sujitra Masena, Certified Public Accountant (Thailand) No. 8645, Mr. Charoen Phosamritlert, Certified Public Accountant (Thailand) No. 4068, and Mrs. Munchupa Singsuksawat, Certified Public Accountant (Thailand) No. 6112. In the absence of the abovementioned auditors, KPMG Phoomchai Audit Ltd. is authorized to appoint other Certified Public Accountant from KPMG Phoomchai Audit Ltd. to carry out the work. The Meeting also approved the determination of audit fee for the fiscal year ended December 31, 2020 at the total amount of Baht 7,170,000, which is 5.1% increase from the auditing fee for the year 2019. However, it does not include the attendance fee for goods destroying and actual expensed occurred during the audit which would not exceed 10% of the audit fee. The appointment of the auditors and the determination of audit fee were approved by majority votesof the total votes of the shareholders who were present at the meeting and entitled to vote as follows:

Approved	4,721,471,541	votes, equivalent to	100.00000 %
Disapproved	0	votes, equivalent to	0.00000 %
Abstained	200	votes, equivalent to	0.00000 %
Voided Ballots	0	votes, equivalent to	0.00000 %

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

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

Resolution

The Meeting approved as follows:

1. The amendment to 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"

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"(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 equipment, telecommunication equipment, light bulbs, 3D printers, including spare parts and accessories of the aforesaid merchandise."

1. The amendment to the objectives of the Company by adding objectives no. 65 and 66 as follows:
   "(65) To provide services for engineering design, procurement of equipment and integrated system, installation, operation and maintenance, technical consultant, or other services for construction of renewable energy power plant to generate electricity from natural or renewable energy such as solar energy, wind energy, hydropower, biogas energy, biomass energy, waste- to-energy, etc., or any other constructions related to electricity generation projects from various renewable energy"
   "(66) To operate the production and distribution of electricity, development and distribution, and transfer of rights related to electricity generation projects from various renewable energy which is generated from natural or renewable energy such as solar energy, wind energy, hydropower, biogas energy, biomass energy, waste-to-energy, etc."
2. The delegation of authority to the Board of Directors and/or Group Chief Executive Officer - Siam Makro and/or any persons delegated by the Board of Directors and/or Group Chief Executive Officer - Siam Makro to perform any acts relating to the amendment and/or adjustment of the wording of documents and/or applications for the registration of the amendment to the
   Company's objectives including any acts according to an order, a recommendation or an
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opinion of the registrar, Department of Business Development, Ministry of Commerce, or an officer of relevant government agencies.

The above amendment to the Company's objectives was approved by the affirmative votes of not less than three-fourths(3/4)of the total number of votes of shareholders who are present at the meeting and entitled to vote as follows:

Approved	4,721,471,741	votes, equivalent to	100.00000 %
Disapproved	0	votes, equivalent to	0.00000 %
Abstained	0	votes, equivalent to	0.00000 %
Voided Ballots	0	votes, equivalent to	0.00000 %

Agenda 7.2To consider and approve the amendment to Clause 3 of the Company's Memorandum of Association

Resolution

The Meeting approved the amendment to Clause 3 of the Company's Memorandum of Association from "Clause 3. There are 64 objectives of the Company, the details of which are shown in the attached Form BorMorJor. 002" to "Clause 3. There are 66 objectivesof the Company, the details of which are shown in the attached Form BorMorJor. 002" by the affirmative votes of not less than three- fourths (3/4)of the total number of votes of shareholders who are present at the meeting and entitled to vote as follows:

Approved	4,721,471,541	votes, equivalent to	100.00000 %
Disapproved	200	votes, equivalent to	0.00000 %
Abstained	0	votes, equivalent to	0.00000 %
Voided Ballots	0	votes, equivalent to	0.00000 %

Agenda 8To consider other business

- None -

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Please kindly be informed accordingly.

Yours faithfully,

Siam Makro Public Company Limited

---------------------

(Mrs. Saowaluck Thithapant)

Group Chief Shared Service Officer - Siam Makro

SET & Investor Relations

Tel. [phone] Ext. 8255/ 8261/ 8260 Fax. [phone]

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