Siam Makro : Notification of the Board of Directors' Resolutions No. 8/2020 on Connected Transaction
November 11, 2020 at 05:15 am EST
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10 November 2020
Subject: Notification of the Board of Directors' Resolutions No. 8/2020 on Connected Transaction
To:
President of the Stock Exchange of Thailand
Siam Makro Public Company Limited ("the Company") would like to inform you that the Company's Board of Directors' Meeting No. 8/2020, held on 10 November 2020, has resolved to approve the following connected transaction relating trademark and service mark license agreement as follows:
Date of Transaction
January 2021
Term of Agreement
year. The agreement renewal shall be made each year continuously.
Parties involved
Licensor: CP All Public Company Limited ("CP ALL")
Licensee: Siam Makro Public Company Limited
4. Type of Transaction
The Company is granted the right to use trademarks and service marks.
5. Total Value of Consideration
The Company pays loyalty fee of 0.5% of the total gross sales of the first 10 Makro stores or approximately Baht 180,000,000.
6. Nature and scope of interest of connected persons
CP ALL is a major shareholder, holding over 10% of the Company's shares.
7. Company's justification
The Company has been using the trademarks such as "makro", "aro", etc. in operating the businesses including the store layout, product display, and the business management. Whenever, there is any development of new store layout of "makro" in any country, the Company will obtain knowledge and technique of the business operation resulting in efficiency in the business operation.
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8.
Directors with vested interests and/or Directors being connected persons not attending the meeting
nor having the right to vote
1.
Mr. Suphachai Chearavanont
5.
Dr. Prasert Jarupanich
2.
Mr. Korsak Chairasmisak
6.
Mr. Adirek Sripratak
3.
Mr. Pittaya Jearavisitkul
7.
Mr. Umroong Sanphasitvong
4.
Mr. Piyawat Titasattavorakul
8.
Mr. Narong Chearavanont
9.
Opinion of the Board of Directors
The Board of Directors (excluding the directors with vested interests as aforementioned) considered and viewed that this connected transaction is reasonable and beneficial to the Company.
10. Opinion of the Audit Committee
The Company's Audit Committee has no different opinion from the Board of Directors.
According to the Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 re: Rules on Connected Transactions, entering into the transaction as mentioned above is considered as a connected transaction relating to assets or service with total value of Baht 180 million. With reference to the Company's Consolidated Financial Statements for the period ending 30 September 2020, the Company's net tangible assets (NTA) is Baht 15,425 million. The transaction size compared with the NTA equals to 1.17%. However, the Company has no other connected transactions under the same connected person during the past 6 months. The total value of the abovementioned transaction is higher than 0.03%, but less than 3.00% of the Company's NTA. Therefore, the Company is obliged to seek approval from the Board of Directors and disclose the connected transaction information to the Stock Exchange of Thailand without any approval of the shareholders.
Please be informed accordingly.
Yours faithfully,
Siam Makro Public Company Limited
-----------------------------------------------
(Saowaluck Thithapant)
Group Chief Shared Service Officer - Siam Makro
SET & Investor Relations
Tel. 02 067 8999 Ext. 8255 / 8261 / 8260 / 8285
Fax. 02 067 9044
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CP Axtra Public Company Limited, formerly Siam Makro Public Company Limited, is a Thailand-based company. The Company operates a wholesale business under the name Makro, which is engaged in selling food and non-food products to registered members, mainly small and medium-sized businesses, retailers, caterers, professional sectors, and institutions. The principal businesses of the Company and its subsidiaries involve the operation of retail businesses and mall rentals in Thailand and foreign countries, wholesale businesses in foreign countries, the importing and trading of frozen and chilled foods, and the operation of restaurants and minimarts. Its segments include Wholesale, Retail and mall. The wholesale business consists of the Company's wholesale stores under Makro and the foodservice business. Retail Business, which is operated by Lotus's in Thailand and Malaysia. Its subsidiaries include Makro ROH Company Limited, ProMart Co., Ltd., and C.P. Retail Development Company Limited.
SIAM MAKRO 
