Siam Makro Public : Notification of the Board of Directors' Resolutions No. 1/2018 on the Connected Transactions

Translation

Date: 20 February 2018

Subject: Notification of the Board of Directors' Resolutions No. 1/2018 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. 1/2018, held on 20 February 2018, approved to enter into the connected transaction in Trademark and Service Mark License Agreement between Makro (Cambodia) Company Limited and CP All Public Company Limited as following details:-

• 1. Date of Transaction

  Within March 2018

• 2. Term of Agreement 4 years. The agreement renewal shall be made each year.

• 3. Parties Involved

  Licensor : CP All Public Company Limited ("CPALL")

  Licensee : Makro (Cambodia) Company Limited ("MAC") - 70% owned by the Company via

  Makro ROH Company Limited

• 4. Type of Transaction

  MAC is granted the right to use trademarks and service marks

• 5. Total Value of Consideration

  Total royalty fee for 4-year term of agreement will be charged at 0.5% of the total gross sales in the 4th year of all Makro stores opened in Cambodia or approximately Baht 53,040,000 (the calculation is based on the estimated total gross sales in the 4th year and the exchange rate of Baht 31.20 for USD 1.00)

• 6. Nature and scope of interest of connected persons

  CPALL is a major shareholder of the Company holding the Company's shares over 10%.

7.

The Company's justification

MAC has been using the trademarks such as "makro", "aro", etc. in operating the businesses in Cambodia including the store layout, product display, and the business management so as to enhance operational efficiency.

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

9.

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
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 53.04 million. With reference to the Company's Consolidated Financial Statements for the period ending 31 December 2017, the

Company's net tangible assets (NTA) is Baht 12,802 million. Total value of the transactions is 0.41% 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 383.24 million which exceeds 0.03% 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]