Siam Makro Public : Notification of the Board of Directors' Resolutions No. 6/2018 on the Connected Transactions

Translation

Date: 12 November 2018

Subject: Notification of the Board of Directors' Resolutions No. 6/2018 on the Connected Transactions

To: The President of the Stock Exchange of Thailand

Siam Makro Public Company Limited ("the Company") would like to inform that the Company's Board of Directors at the meeting No. 6/2018, held on 12 November 2018, adopted the resolutions on the following connected transactions relating trademark and service mark license agreement as follows:-

• 1. Date of Transaction

  1 January 2019

• 2. Term of Agreement 1 year. The agreement renewal shall be made each year continuously.

• 3. 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 royalty 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 of the Company holding the Company's shares over 10%.

• 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 the country, the Company will obtain knowledge and technique of the business operation resulting in efficiency in the business operation.

8. Interested Directors and/or Directors being connected persons not attending the meeting nor having the right to vote

1. Mr. Korsak Chairasmisak	5. Mr. Adirek Sripratak
2. Mr. Pittaya Jearavisitkul	6. Mr. Umroong Sanphasitvong
3. Mr. Piyawat Titasattavorakul	7. Mr. Narong Chearavanont
4. Mr. Prasert Jarupanich
9. Opinion of the Board of Directors

The Board of Directors (excluding the directors with the conflict of interest 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 transactions as mentioned above is considered as connected transactions relating to assets or service which have total amount of Baht 180 million. With reference to the Company's Consolidated Financial Statements for the period ending 30 September 2018, the Company's net tangible assets (NTA) is Baht 11,970 million. Total value of the transactions is 1.50% which exceeds 0.03% but not exceed 3.00% of the Company's NTA. Therefore, the aforesaid transactions shall be approved by the Board of Directors and disclosed the connected transaction information to the Stock Exchange of Thailand without any approval of the shareholders.

When combining aforementioned connected transactions with other connected transaction in the past 6 months, the total size of connected transaction is Baht 181.67 million which exceeds 0.3% but not exceed 3.0% of the Company's NTA. Therefore the transaction is not subject to get any approval of the shareholders.

Please be informed accordingly.

Yours faithfully,

Siam Makro Public Company Limited

(Saowaluck Thithapant)

Group Chief Financial Officer - Siam Makro

SET & Investor Relations

Tel. [phone] extension 8260/8261 Fax. [phone]