Siam Makro Public : The Acceptance of the Entire Business Transfer of C.P. Retail Holding Company Limited and the Offering of Newly Issued Shares of Siam Makro Public Company Limited (Public Offering) (Revised Template)

		(English Translation)
		31 August 2021
Subject:	Notification of the Resolutions of the Board of Directors' Meeting No. 7/2021 in
	relation to the Acceptance of the Entire Business Transfer of C.P. Retail Holding
	Company Limited and the Offering of Newly Issued Shares of Siam Makro Public
	Company Limited to the Public (Public Offering)
Attention:	President
	The Stock Exchange of Thailand
Enclosures:	1.	Information Memorandum on the Acquisition of Assets and Connected
		Transaction in relation to the Acceptance of the Entire Business Transfer of
		C.P. Retail Holding Company Limited
	2.	Information Memorandum on the Offering of Newly Issued Shares of Siam
		Makro Public Company Limited to C.P. Retail Holding Company Limited as
		Consideration for the Entire Business Transfer
	3.	Information Memorandum on the Offering of Newly Issued Shares of Siam
		Makro Public Company Limited to the Public (Public Offering)
	4.	Capital Increase Report Form (F 53-4)

We, Siam Makro Public Company Limited (the "Company"), hereby notify the Stock Exchange of Thailand (the "SET") of the significant resolutions of the meeting of the Board of Directors No. 7/2021 which was held on 31 August 2021 as follows:

1. The acceptance of the entire business transfer of C.P. Retail Holding Company Limited

The Board of Directors, by the disinterested directors, resolved to propose to the Extraordinary General Meeting of Shareholders for consideration and approval of the acceptance of the transfer of the entire business of C.P. Retail Holding Company Limited ("CPRH") pursuant to which the Company will accept the transfer of the entire business of CPRH, including all assets, debts, rights, obligations and liabilities of CPRH existing at present and in the future as at the entire business transfer date (the "EBT Date") with the total value of THB 217,949,072,250 through the entire business transfer method to reinforce the business of the Company and support the Company's long-term strategies to become the leader in the retail and wholesale business and to expand the coverage of its business operations to be at a regional level, and resolved to approve the entering into an entire business transfer agreement (the "EBT Agreement"), contracts and other documents in relation to the acceptance of the entire business transfer from CPRH (the "EBT Transaction"). Details of the transaction are as follows:

Overview of the Transaction

CPRH have 3 shareholders, namely, CP All Public Company Limited ("CPALL"), Charoen Pokphand Holding Company Limited ("CPH") and C.P. Merchandising Company Limited ("CPM") (CPALL, CPH and CPM are collectively referred to as the "CPRH Shareholders").

CPRH is an investment holding company with its main assets being shares in C.P. Retail Development Company Limited ("CPRD") in the proportion of 99.99 percent of the registered capital of CPRD and other assets such as cash and cash equivalents. CPRD holds (a) 99.99 percent shares in Lotus's Stores (Thailand) Company Limited which holds 99.99 percent

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(English Translation)

shares in Ek-Chai Distribution System Company Limited, an operator of a retail business under the name Lotus's in Thailand; and (b) 100.00 percent shares in Lotuss Stores (Malaysia) Sdn. Bhd. which operates a retail business under the name Lotus's in Malaysia (collectively referred to as the "Lotus's Group"). The business of the Lotus's Group is divided into two main groups which are the retail business and the business of leasing space in shopping malls. The Lotus's Group is a leading operator in the retail business of groceries and consumer products with multi-store formats comprising hypermarkets, supermarkets and mini-supermarkets, and operates the business of leasing space in shopping malls in Thailand and Malaysia. For the year ended 31 December 2020, CPRD's total pro forma revenue was THB 208,648 million and the total pro forma assets was THB 406,640 million.

The EBT Transaction and the Share Allocation Transaction as EBT Consideration

Under the EBT Transaction, the Company will issue and allocate up to 5,010,323,500 new ordinary shares of the Company with a par value of THB 0.50 each at the offering price of THB 43.50 per share, totalling THB 217,949,072,250, to CPRH as consideration for the entire business transfer from CPRH as payment in kind, instead of in cash, representing

104.38 percent of the total issued and paid-up shares in the Company prior to the allocation of shares as consideration for the entire business transfer (the "Share Allocation Transaction as EBT Consideration"). The Share Allocation Transaction as EBT Consideration has taken into consideration the appropriateness of the capital structure of the Company.

The process of the entire business transfer will occur after the meetings of shareholders of the Company and CPALL (which the Company is a subsidiary) resolve to approve the EBT Transaction and the Share Allocation Transaction as EBT Consideration as well as other matters necessary for and/or in connection with the foregoing transactions in compliance with the relevant regulations, including the regulations relating to the acquisition or disposal of assets and connected transactions, and the satisfaction of the conditions precedent under the EBT Agreement. Initially, it is expected that the EBT Transaction and the Share Allocation Transaction as EBT Consideration will be completed within 1 to 3 weeks from the date of the Extraordinary General Meeting of Shareholders of the Company and CPALL resolve to approve the EBT Transaction and the Share Allocation Transaction as EBT Consideration or on any other date as mutually agreed between the Company and CPRH.

In this regard, the EBT Transaction will be carried out in compliance with the conditions under the Revenue Code in relation to the entire business transfer, pursuant to which CPRH will proceed to register its dissolution within the year 2021, which is within the same fiscal year in which the entire business transfer of CPRH takes place. Following the registration of dissolution, all remaining assets of CPRH, including shares in the Company which CPRH will receive as consideration for the entire business transfer, will be delivered to the CPRH Shareholders in proportion to their respective shareholding as part of the liquidation process of CPRH (the "Return of Investment to the CPRH Shareholders"). CPALL, CPH and CPM will receive 2,004,129,400 shares, 2,004,129,400 shares and 1,002,064,700 shares in the Company, representing 20.43 percent, 20.43 percent and 10.21 percent of the total outstanding shares in the Company after the Share Allocation Transaction as EBT Consideration, respectively. In this regard, CPALL, CPH and CPM will be required to comply with the relevant regulations of the SET.

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(English Translation)

The offering of newly issued ordinary shares to the public (Public Offering)

After the completion of the EBT Transaction and the Share Allocation Transaction as EBT Consideration, the Company will issue and offer newly issued ordinary shares to the public (Public Offering). CPALL, CPH and CPM will jointly sell a portion of the ordinary shares in the Company which are held by them at the same time as the public offering in compliance with the relevant regulations of the SET in order to increase the shares distribution of minority shareholders of the Company to be in the total proportion of not less than 15.00 percent of the paid-up capital of the Company which will result in the Company being able to successfully maintain the qualification relating to shares distribution ("Free Float") in accordance with the Regulation of the SET Re: Listing of Ordinary Shares or Preferred Shares as Listed Securities B.E. 2558 (2015) dated 11 May 2015 (as amended) (the "SET Regulation Re: Listing of Shares as Listed Securities"). The public offering has taken into consideration the various relevant factors such as the appropriateness of the capital structure and proceeds utilisation plan of each company etc.

Shareholding structure before and after the EBT Transaction and the obligation of CPH an CPM to make a tender offer for all securities in the Company

The shareholding structure of the Company and CPRH before the EBT Transaction is summarised below.

Notes: (1) Information on the shareholding in (a) Makro; (b) CPALL; and (c) CPF (before deducting the repurchased shares for financial management) is based on the Record Date on 15 March 2021, 6 May 2021 and 18 May 2021, respectively.

1. CPG means Charoen Pokphand Group Company Limited
2. Lotus's Stores (Thailand) means Lotus's Stores (Thailand) Company Limited
3. Lotus's Stores (Malaysia) means Lotuss Stores (Malaysia) Sdn. Bhd.
4. Ek-Chaimeans Ek-Chai Distribution System Company Limited
5. CPG's shareholding in CPF includes the shareholding of CPG's subsidiaries (other than CPH) in CPF
6. CPG's shareholding in CPALL includes the shareholding of CPG's subsidiaries in CPALL
7. CPF's shareholding in CPALL includes the shareholding of CPF's subsidiaries (other than CPM) in CPALL

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(English Translation)

The shareholding structure of the Company after the completion of the EBT Transaction, the Share Allocation Transaction as EBT Consideration, including after the registration of dissolution of CPRH, and the Return of Investment to the CPRH Shareholders is summarised below.

Notes: (1) Information on the shareholding in (a) Makro; (b) CPALL; and (c) CPF (before deducting the repurchased shares for financial management) is based on the Record Date on 15 March 2021, 6 May 2021 and 18 May 2021, respectively.

1. 1. CPG means Charoen Pokphand Group Company Limited
   2. Lotus's Stores (Thailand) means Lotus's Stores (Thailand) Company Limited
   3. Lotus's Stores (Malaysia) means Lotuss Stores (Malaysia) Sdn. Bhd.
   4. Ek-Chaimeans Ek-Chai Distribution System Company Limited
   5. CPG's shareholding in CPF includes the shareholding of CPG's subsidiaries (other than CPH) in CPF
   6. CPG's shareholding in CPALL includes the shareholding of CPG's subsidiaries in CPALL
   7. CPF's shareholding in CPALL includes the shareholding of CPF's subsidiaries (other than CPM) in CPALL
2. CPALL's direct and indirect shareholding in the Company will decrease from approximately 93.08 percent to 65.97 percent of the total voting rights in the Company, and when combined with the 10.21 percent shareholding of the person under Section 258 of the Securities and Exchange Act B.E. 2535 (1992), as amended (the "SEC Act") of CPALL, namely CPM, the total direct and indirect shareholding of CPALL will be 76.19 percent. This does not constitute an acquisition of shares of a business that exceeds the trigger point that requires a tender offer to be made for all securities of that business as prescribed under the Notification of the Capital Market Supervisory Board No. ThorJor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers dated 13 May 2011, as amended (The "Notification No. ThorJor. 12/2554"). Therefore, CPALL is not required to make a mandatory tender offer for all securities in the Company.

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(English Translation)

In this regard, CPALL will not sell shares in the Company in respect of the tender offer for all securities in the Company to be made by CPH and CPM, as further clarified in paragraphs (2) and (3) below.

1. CPH's direct shareholding in the Company will increase from 0.00 percent to 20.43 percent of the total voting rights in the Company, and when combined with the 65.97 percent and 10.21 percent shareholding of the persons under Section 258 of the SEC Act of CPH, namely CPALL and CPM, respectively, the total direct and indirect shareholding of CPH will be 96.61 percent. This constitutes an acquisition of shares of a business that exceeds the trigger point that requires a tender offer to be made for all securities of that business as prescribed under the Notification No. ThorJor. 12/2554. Therefore, CPH is required to make a mandatory tender offer for all securities in the Company.
2. CPM's direct shareholding in the Company will increase from 0.00 percent to 10.21 percent of the total voting rights in the Company, and when combined with the 65.97 percent shareholding of the person under Section 258 of the SEC Act of CPM, namely CPALL, the total direct and indirect shareholding of CPM will be 76.19 percent. This constitutes an acquisition of shares of a business that exceeds the trigger point that requires a tender offer to be made for all securities of that business as prescribed under the Notification No. ThorJor. 12/2554. Therefore, CPM is required to make a mandatory tender offer for all securities in the Company.
   As CPM and CPH are required to make a mandatory tender offer for all securities in the Company, both CPM and CPH will jointly make a mandatory tender offer for all securities in the Company at the price of THB 43.50 per share which is the same price as the Company's share price under the Share Allocation Transaction as EBT Consideration and which is the highest price that CPM and CPH have acquired ordinary shares in the Company during the period of 90 days prior to the date on which CPM and CPH submit the tender offer document with the Office of the Securities and Exchange Commission (the "SEC Office") pursuant to the Notification No. ThorJor. 12/2554. CPM will purchase ordinary shares in the Company in the proportion of one-third and CPH will purchase ordinary shares in the Company in the proportion of two-thirds of the shares accepted in such mandatory tender offer for all securities in the Company. The maximum number of shares that CPM and CPH will have to purchase in this tender offer will not be more than 332,098,500 shares, representing up to 3.39 percent of the total outstanding shares in the Company following the Share Allocation Transaction as EBT Consideration. Such maximum number of shares is calculated by deducting (a) the number of shares in the Company which CPM and CPH will hold following the Return of Investment to the CPRH Shareholders; and (b) the number of shares in the Company which CPALL currently holds and will acquire following the Return of Investment to the CPRH Shareholders as CPALL will not sell shares in respect of the tender offer by CPH and CPM in this case. It is expected that such tender offer for securities will occur within 3 business days after CPM, CPH and CPALL have fully received newly issued shares in the Company from the Return of Investment to the CPRH Shareholders.
   Nonetheless, CPM and CPH have never had any mutual intention or nature of relationship or behaviour that would be considered as acting-in-concert in the context of the Notification of the Capital Market Supervisory Board No. TorChor. 7/2552 Re:

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