Siam Makro Public : Information Memorandum on Acquisition of Asset

	(Translation)
Date:	16 July 2021
Subject:	Information Memorandum on Acquisition of Asset
To:	President
	The Stock Exchange of Thailand

Siam Makro Public Company Limited ("Company") hereby notifies that the Board Meeting No. 5/2021 held on 16 July 2021 adopted the resolution to approve the investment in the new distribution center in Wang Noi District, Ayuddhaya Province ("New Distribution Center") to replace the current two distribution centers, of which the contracts will expire soon. Such investment includes (a) a lease of land and warehouse from a third party with the lease term of 28 years, having the total rental and service fees throughout the contract for 6,841 million Baht, and

1. an investment in the warehouse automation system, related materials handling equipment and IT systems for a total of 1,946 million Baht. The total investment value is 8,427 million Baht.

The transaction is considered as an acquisition of asset where the total value of considerations is 11.2% of the value of total assets based on the Company's consolidated financial statements as of 31 March 2021. Combining with the acquisition of assets in the past six months, which was 8% of the value of total assets, the total transaction size equals to 19.2% of the value of total assets. Such acquisition falls under Class 2 transaction according to the Notification of the Capital Market Supervisory Board No. TorJor. 20/2008 Re: Rules for Entering into Significant Transactions deemed as Acquisition or Disposition of Assets (as amended) and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, 2004 (as amended) ("The Notifications on Asset Acquisition or Disposal"). The Company, therefore, has the duty to disclose the information memorandum of such transaction to the Stock Exchange of Thailand and send the information memorandum to its shareholders within 21 days from the date of disclosure to the Stock Exchange of Thailand. The details appear in the enclosure.

Please be informed accordingly.

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Yours faithfully,

Siam Makro Public Company Limited

-- //--

(Mrs. Saowaluck Thithapant)

Group Chief Shared Service Officer - Siam Makro

SET & Investor Relations

Tel. [phone] Ext. 8285/ 8255

Fax. [phone]

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Information Memorandum on Acquisition of Assets of Siam Makro Public Company Limited

Pursuant to Schedule 2 of the Notification of the Board of Governors of

the Stock Exchange of Thailand

(No. 1, 2, 3, 5(3), 7 and 8 of List 2)

1. Information Memorandum Schedule 1 - Information Memorandum submitted to The Stock Exchange of Thailand according to the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, 2004 ("Information Memorandum Schedule 1")

1. Date of Transaction
   According to the resolution of the Board Meeting No. 5/2021 held on 16 July 2021, the Company expects to enter into the land and warehouse lease agreement within 30 June 2023.
2. Contracting Parties and Relationship with the Company

2.1)	Land and Warehouse Lease Agreement
	Lessee:	Siam Makro Public Company Limited
	Lessor:	BFTZ Wangnoi Company Limited
	Relationship:	Not considered as a connected person of the Company
2.2)	Investment in the warehouse automation system, related materials handling
	equipment and IT systems
	Purchaser:	Siam Makro Public Company Limited
	Seller:	Daifuku (Thailand) Company Limited
	Relationship:	Not considered as a connected person of the Company

1. General Condition and Size of Transactions 3.1) General Condition of Transactions

	Transaction	Value (million Baht)
1)	Land and Warehouse Lease Agreement with BFTZ	6,481
	Wangnoi Company Limited with 28-year lease term
2)	Investment in the warehouse automation system,	1,946
	related materials handling equipment and IT systems
	Total	8,427

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1. 3.2 Type and Size of Transaction

   The transaction is considered as an acquisition of asset where the highest transaction size on a total-value-of-consideration basis equals to 11.2% of the value of total assets. Combining with the acquisition of assets in the past six months, the total transaction size equals to 19.2% of the value of total assets based on the Company's consolidated financial statements as of 31 March 2021. Such acquisition falls under Class 2 transaction, with the value greater than 15% but less than 50% of the value of total assets. The Company, therefore, has the duty to disclose the information memorandum of such transaction to the Stock Exchange of Thailand and send the information memorandum to its shareholders within 21 days from the date of disclosure to the Stock Exchange of Thailand.

2. Details of Assets
   4.1) The leasehold right of the land, having the total area of 122 Rai, 2 Ngan and 54.72 Square Wah, located on Phaholyothin Road KM 65, Lum Sai Sub-district, Wang Noi District, Ayuddhaya Province and the warehouse, having the total usable area approximately 88,401 square meters, for the lease term of 28 years. The Company has the right to terminate the agreement from 15th year onward by giving one-year notice to the lessor.
   4.2) Investment in the warehouse automation system, related materials handling equipment and IT systems according to the following details:

System and Equipment	Usage Condition
Automated Storage and	An automated storage and retrieval pallets
Retrieval System (ASRS)	system, retrieving products from defined pallet
	locations once receiving an order.
Sorting System	For sorting products upon receiving into the
	storage system or transferring to the exit
	automatically
Picking System	For prioritizing the products according to the
	purchase order and assisting the front-line
	operators to take the products by purchasing
	orders received

1. Total Value of Considerations
   The land and warehouse lease agreement with 28-year lease term has the rental and service fees throughout the contract of 6,481 million Baht (monthly rental fee) and the investment in the warehouse automation system, related materials handling equipment

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and IT systems costs 1,946 million Baht. The total value of investment is 8,427 million Baht.

1. Value of Acquired Assets
   The value of the acquired assets is equivalent to the total value of considerations as indicated in Clause 5) above.
2. Basis Used to Determine the Value of Considerations
   The value of considerations is referred to the contract value as agreed with the lessor of the land and warehouse and the contract price as agreed with the seller of the warehouse automation system, related materials handling equipment and IT systems.
3. Potential Benefits Received from the Transactions
4. 1. To replace the two current distribution centers, of which the contracts will expire soon.
   2. To facilitate the growth of the sales of fresh foods, chilled foods, frozen foods, and commodities including the continually increase in online sales.
   3. To increase the efficiency in the storage and distribution of products to stores and customers.
   4. To save operating costs such as energy consumption, etc.
   5. To reduce employees' contact of the products, which will eventually reduce the risk of product contamination.
5. Sources of Funds
   Working capital in the business and/or loan from financial institution whereby the conditions of the loan agreement with the financial institution would not have material negative impact to the Company's shareholders.
6. Opinion of the Board of Directors
   The Board, with the presence of the Audit Committee Members, viewed that the said acquisition of asset of the Company is appropriate due to its necessity to have storage space and distribution center to support the future growth of the business.
7. Opinion of the Audit Committee and/or Directors that Differ from the Opinion of the Board The Audit Committee and/or Directors of the Company do not have different opinion from the Board.

2. Responsibility of the Board with respect to the information sent to the shareholders

The Board has reviewed the information in this Information Memorandum with due care in their capacity and according to the available information and certified that the information contained in this Information Memorandum is accurate, complete, true, not materially misleading, and no important information, which should be disclosed, are omitted.

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