Invitation to Annual General Shareholders Meeting for the year 2016 Siam Makro Public Company Limited

Transcription

1 Invitation to Annual General Shareholders Meeting for the year 2016 Siam Makro Public Company Limited Wednesday, April 20, 2016 At 3.00 p.m. (registration opens at 1.00 p.m.) Wassana Room, 3rd floor, Golden Tulip Sovereign Hotel Bangkok No. 92 Soi Saengcham, Rama 9 Road, Bangkapi, Huay Kwang, Bangkok No Souvenirs

2 Invitation to Annual General Shareholders Meeting for the year 2016 March 15, 2016 Subject: Invitation to Annual General Shareholders Meeting for the year 2016 To: The Company's Shareholders Enclosures: 1. A copy of the Minutes of the Annual General Shareholders Meeting for the year 2015 held on April 24, An Annual Report of the Board of Directors (CD-ROM) with a copy of the audited statements of financial position, statements of income, statements of comprehensive income, statements of changes in shareholders equity, statements of cash flows and the report of the auditor of Siam Makro Public Company Limited and its subsidiaries as of December 31, Biographical information of the nominated persons to be elected as directors in replacement of those retired by rotation 4. Information and working experiences of the Auditors 5. The Articles of Association of the Company regarding the shareholders meeting and the votes 6. Documents and evidence to be declared on the Meeting date 7. Information of the Company s Independent Directors that the shareholders may appoint to be the proxy 8. 3 Proxy Forms 9. Request Form for Annual Report (Hard Copy) 10. Map of the Meeting location 11. Registration Form (Required to bring on the Meeting date) Pursuant to the resolution adopted by the Board of Directors of Siam Makro Public Company Limited, the Annual General Shareholders Meeting for the year 2016 will be held on April 20, 2016 at 3.00 p.m., at Wassana Room, 3rd floor, Golden Tulip Sovereign Hotel Bangkok, No. 92 Soi Saengcham, Rama 9 Road, Bangkapi, Huay Kwang, Bangkok Metropolis, Thailand to consider various matters according to the following agenda: Page 1 of 9 Pages SIAM MAKRO PUBLIC COMPANY LIMITED nd Fl. LARDPRAO ROAD, KLONGCHAN, BANGKAPI, BANGKOK THAILAND TEL FAX บร ษ ท สยามแม คโคร จาก ด (มหาชน) 3498 ช น 2 ถนนลาดพร าว แขวงคลองจ น เขตบางกะป กร งเทพมหานคร โทร โทรสาร เลขทะเบ ยน

3 Agenda 1 Agenda 1 Agenda 2 Agenda 2 To consider and confirm the Minutes of the Annual General Shareholders Meeting of the year 2015 held on 24 April 2015 To consider and confirm the Minutes of the Annual General Shareholders Meeting of the Objective year 2015 and held Reason 24 April 2015 Objective For the Meeting and Reason to confirm the Minutes of the Annual General Shareholders Meeting of the year 2015 held on 24 April The said Minutes were submitted to the Stock For the Meeting to confirm the Minutes of the Annual General Shareholders Meeting of Exchange of Thailand (SET) within 14 days of the meeting date. The details were also the year 2015 held on 24 April The said Minutes were submitted to the Stock publicly disclosed on the Company s website and submitted to the Ministry of Commerce Exchange of Thailand (SET) within 14 days of the meeting date. The details were also within the period as required by law. (As details in Enclosure 1). publicly disclosed on the Company s website and submitted to the Ministry of Commerce Board within of the Directors' period as opinion required by law. (As details in Enclosure 1). Board of Directors' opinion is of the opinion that it would be appropriate for the meeting of shareholders to consider and confirm the Minutes of the Annual General Shareholders Board of Directors is of the opinion that it would be appropriate for the meeting of Meeting of the year 2015 held on 24 April shareholders to consider and confirm the Minutes of the Annual General Shareholders Meeting To consider of the and year approve 2015 held the on audited 24 April statements of financial position, statements of income, statements of comprehensive income, statements of changes in shareholders To consider and approve the audited statements of financial position, statements of equity, statements of cash flows and the report of the auditor of Siam Makro Public income, statements of comprehensive income, statements of changes in shareholders Company Limited and its subsidiaries as of December 31, 2015 equity, statements of cash flows and the report of the auditor of Siam Makro Public Company Objective and Limited Reason and its subsidiaries as of December 31, 2015 Objective For the meeting and Reason of shareholders to consider and approve the audited statements of financial position, statements of income, statements of comprehensive income, statements of For the meeting of shareholders to consider and approve the audited statements of financial changes in shareholders equity, statements of cash flows and the report of the Auditor of position, statements of income, statements of comprehensive income, statements of Siam Makro Public Company Limited and its subsidiaries as of 31 December 2015 which changes in shareholders equity, statements of cash flows and the report of the Auditor of have been audited by the Company s auditor (As details in Enclosure 2). Siam Makro Public Company Limited and its subsidiaries as of 31 December 2015 which have Board been of Directors' audited by opinion the Company s auditor (As details in Enclosure 2). Board of Directors' opinion is of the opinion that the audited statements of financial position, statements of income, statements of comprehensive income, statements of changes in Board of Directors is of the opinion that the audited statements of financial position, shareholders equity, statements of cash flows and the report of the Auditor of Siam Makro statements of income, statements of comprehensive income, statements of changes in Public Company Limited and its subsidiaries as of 31 December 2015 are correct and that shareholders equity, statements of cash flows and the report of the Auditor of Siam Makro they should be considered and approved by the meeting of shareholders. Public Company Limited and its subsidiaries as of 31 December 2015 are correct and that they A summary should be of considered the Company s and approved consolidated by the operating meeting result of shareholders. and financial position are as follows: A summary of the Company s consolidated operating result and financial position are as follows: For the year ended Consolidated Operating Results 31 December 2015 For the year ended Total income Consolidated Operating Results (Million Baht) 31 December 155, Net Total profit income (Million Baht) 155,917 5,378 Earnings Net profit per Share (Baht (Million per Share) Baht) 5, Earnings per Share (Baht per Share) 1.12 Page 2 of 9 Pages Page 2 of 9 Pages

4 Consolidated Financial Position As at 31 December 2015 Total Assets Consolidated Financial Position (Million Baht) As at 31 December 47, Total Assets Liabilities (Million Baht) 47,910 33,703 Shareholders Total Liabilities Equity - Net (Million Baht) 33,703 14,207 Shareholders Equity - Net (Million Baht) 14,207 Agenda 3 Agenda 3 Agenda 4 Agenda 4 To consider, confirm and acknowledge the following matters: 3.1 To consider, To confirm the and report acknowledge of the Company's the following Management matters: regarding the Company's activities. 3.1 To confirm the report of the Company's Management regarding the Company's Objective activities. and Reason To Objective report the and Company s Reason activities in the year 2015 to the meeting of shareholders to confirm (As details in Enclosure 2). To report the Company s activities in the year 2015 to the meeting of shareholders 3.2 To to confirm acknowledge (As details payment in Enclosure of interim 2). dividend to the Company s shareholders on 4 September 2015 by the Board of Directors Meeting No. 3/2015 held on August 3.2 To acknowledge payment of interim dividend to the Company s shareholders on 6, September 2015 by the Board of Directors Meeting No. 3/2015 held on August Objective 6, and Reason Objective To report and the Reason payment of interim dividend in the year 2015 to the meeting of shareholders to acknowledge as required by the law. To report the payment of interim dividend in the year 2015 to the meeting of shareholders Board of Directors' acknowledge opinion as required by the law. Board of Directors' is opinion of the opinion as follows: Board 3.1 The of report Directors of the is Company's of the opinion Management as follows: regarding the Company's activities should be considered and confirmed by the meeting of shareholders. 3.1 The report of the Company's Management regarding the Company's activities should 3.2 The be payment considered of interim and confirmed dividend by on the 4 September meeting of 2015 shareholders. is the matter to be informed to the meeting of shareholders for its acknowledgement under the law. 3.2 The payment of interim dividend on 4 September 2015 is the matter to be To consider informed the election to the meeting of the Directors of shareholders to replace for its those acknowledgement who retire by under rotation the law. To Objective consider and the Reason election of the Directors to replace those who retire by rotation Objective Under Article and Reason 15 of the Company s Articles of Association, at every annual ordinary meeting, one-third of the directors shall retire from office. The directors who have been the Under Article 15 of the Company s Articles of Association, at every annual ordinary longest in office shall retire. If their number is not a multiple of three, then the number meeting, one-third of the directors shall retire from office. The directors who have been the nearest to one-third must retire from office. A retiring director is eligible for re-election. longest in office shall retire. If their number is not a multiple of three, then the number At the Annual General Shareholders Meeting for the year 2016, 6 directors to be retired nearest to one-third must retire from office. A retiring director is eligible for re-election. by rotation are as follows: At the Annual General Shareholders Meeting for the year 2016, 6 directors to be retired by rotation 1) Mr. are Soopakij as follows: Chearavanont Director 2) 1) Mr. Narong Soopakij Chearavanont Executive Director Director 2) Mr. Narong Chearavanont Executive Director Page 3 of 9 Pages Page 3 of 9 Pages

5 3) Mr. Suphachai Chearavanont Director 4) 3) Mr. Adirek Suphachai Sripratak Chearavanont Director 5) 4) Mr. Umroong Adirek Sripratak Sanphasitvong Executive Director Director 5) 6) Mr. Umroong Philip William Sanphasitvong Cox Executive Director Director The 6) Company Mr. Philip had William granted the Cox minority shareholders Director an opportunity to nominate persons to be considered and selected as directors during 26 October 2015 to 29 January 2016 by The Company had granted the minority shareholders an opportunity to nominate persons posting criteria for the said nomination via the news system of the Stock Exchange and the to be considered and selected as directors during 26 October 2015 to 29 January 2016 by Company s website for the shareholders to be aware of in advance. The outcome is that no posting criteria for the said nomination via the news system of the Stock Exchange and the shareholder nominating any person to be considered. Company s website for the shareholders to be aware of in advance. The outcome is that no The shareholder Nomination nominating and Remuneration any person to Committee s be considered. opinion The Nomination and and Remuneration Committee s opinion has considered the qualifications, knowledge, experience and competence in managing the businesses of the Company as The Nomination and Remuneration Committee has considered the qualifications, well as performance of each director, and then proposed to the Company s Board of knowledge, experience and competence in managing the businesses of the Company as Directors Meeting to recommend the meeting of shareholders to consider and re-elect the well as performance of each director, and then proposed to the Company s Board of following 4 directors to serve the same post for another term. Directors Meeting to recommend the meeting of shareholders to consider and re-elect the following 1) Mr. 4 directors Narong Chearavanont to serve the same post for another Executive term. Director 1) 2) Mr. Narong Adirek Sripratak Chearavanont Executive Director Director 2) 3) Mr. Adirek Umroong Sripratak Sanphasitvong Director Executive Director 3) 4) Mr. Umroong Philip William Sanphasitvong Cox Executive Director Director For other 4) Mr. 2 retired Philip directors, William Cox Mr. Soopakij Chearavanont Director and Mr. Suphachai Chearavanont, they expressed their intention not to be re-elected due to their business engagements. For other 2 retired directors, Mr. Soopakij Chearavanont and Mr. Suphachai Chearavanont, they The resolution expressed on their the intention election not of the to be Directors re-elected under due this to their Agenda business must engagements. be adopted by an affirmative vote of a majority vote of the total votes of shareholders attending the meeting The resolution on the election of the Directors under this Agenda must be adopted by an and being entitled to vote pursuant to criteria and procedures described in the Company s affirmative vote of a majority vote of the total votes of shareholders attending the meeting Articles of Association as follows: and being entitled to vote pursuant to criteria and procedures described in the Company s Articles a) A of shareholder Association shall as follows: have a number of votes which is equivalent to the number of shares held by him; a) A shareholder shall have a number of votes which is equivalent to the number of b) shares Each shareholder held by him; may exercise all the votes he has under a) to elect one or more persons as directors but he may not split his votes among any such persons; b) Each shareholder may exercise all the votes he has under a) to elect one or more c) The persons persons as directors receiving but the highest may not number split his of votes among in the any respective such persons; order of the votes shall be elected as directors up to the total number of directors required or c) The persons receiving the highest number of votes in the respective order of the to be elected at such time. In the event that a number of persons receiving an equal votes shall be elected as directors up to the total number of directors required or number of votes for the last directorship exceed the number of directors the to be elected at such time. In the event that a number of persons receiving an equal Company required or to be elected at such time, the Chairman of the meeting shall number of votes for the last directorship exceed the number of directors the have a casting vote. Company required or to be elected at such time, the Chairman of the meeting shall have a casting vote. Page 4 of 9 Pages Page 4 of 9 Pages

6 Board of Directors' opinion Board Having of considered Directors' opinion the opinion of the Nomination and Remuneration Committee, the Board of Directors, excluding directors having conflicts of interest in this agenda, is of Having considered the opinion of the Nomination and Remuneration Committee, the the opinion, that the following four (4) retired directors should be re-elected as the Board of Directors, excluding directors having conflicts of interest in this agenda, is of Directors for another term since they are qualified and capable of managing the the opinion, that the following four (4) retired directors should be re-elected as the businesses of the Company (Biographical information of the said 4 nominated directors Directors for another term since they are qualified and capable of managing the are detailed in Enclosure 3). businesses of the Company (Biographical information of the said 4 nominated directors are detailed 1) Mr. Narong in Enclosure Chearavanont 3). Executive Director 2) 1) Mr. Adirek Narong Sripratak Chearavanont Director Executive Director 3) 2) Mr. Umroong Adirek Sripratak Sanphasitvong Executive Director Director 4) 3) Mr. Philip Umroong William Sanphasitvong Cox Director Executive Director Agenda 5 To consider 4) Mr. Philip the Directors William Cox remuneration for the Director year 2016 Agenda 5 Objective To consider and the Reason Directors remuneration for the year 2016 According Objective and to Article Reason 29 of the Company s Articles of Association, the directors are entitled to receive remuneration from the Company in form of salary, gratuity, meeting attendance According to Article 29 of the Company s Articles of Association, the directors are entitled fee, reward, bonus, and other benefit in accordance with the Articles of Associations or the to receive remuneration from the Company in form of salary, gratuity, meeting attendance resolution of the shareholders meeting which may be specified as fixed amount or rules fee, reward, bonus, and other benefit in accordance with the Articles of Associations or the and may be fixed for a specified period or permanently until change and this shall not affect resolution of the shareholders meeting which may be specified as fixed amount or rules the right of the Company s officer or employee who is appointed as the Company s director and may be fixed for a specified period or permanently until change and this shall not affect to receive remuneration or benefit from the Company as being the Company s employee. the right of the Company s officer or employee who is appointed as the Company s director In to receive addition, remuneration under Section or 90 benefit of the from Public the Company Limited Company as being Act, the Company s payment of employee. directors remuneration must be adopted by the resolution of the meeting of the shareholders with at In addition, under Section 90 of the Public Limited Company Act, payment of directors least two-third of the total favorable votes of the shareholders attending the meeting. remuneration must be adopted by the resolution of the meeting of the shareholders with at The least Nomination two-third of and the Remuneration total favorable Committee s votes of the shareholders opinion attending the meeting. The Nomination and Remuneration Committee s opinion deliberately considered the directors remuneration by taking into account various factors, for example, the Company s The Nomination and Remuneration Committee deliberately considered the directors performance, responsibilities of the Directors, comparison with other companies within the remuneration by taking into account various factors, for example, the Company s same industry of similar size, including overall business situations. Therefore, the performance, responsibilities of the Directors, comparison with other companies within the Nomination and Remuneration Committee proposed to the Company s Board of Directors same industry of similar size, including overall business situations. Therefore, the Meeting to recommend the meeting of shareholders to consider and approve to pay the Nomination and Remuneration Committee proposed to the Company s Board of Directors directors remuneration for the year 2016 at the same rate as that approved in the year Meeting to recommend the meeting of shareholders to consider and approve to pay the Board directors of Directors remuneration Opinion for the year 2016 at the same rate as that approved in the year Having Board of considered Directors the Opinion opinion of the Nomination and Remuneration Committee, the Board of Directors is of the opinion that the directors remuneration for the year 2016 should be Having considered the opinion of the Nomination and Remuneration Committee, the Board fixed at the same rate as approved by the Annual General Shareholders Meeting of the of Directors is of the opinion that the directors remuneration for the year 2016 should be year The details are clarified as follows: fixed at the same rate as approved by the Annual General Shareholders Meeting of the year The details are clarified as follows: Page 5 of 9 Pages Page 5 of 9 Pages

7 Types of of Remuneration (Current Proposal) (Baht/Person/Month) (Baht/Person/Month) Types of Remuneration (Current Proposal) Monthly Remuneration (Baht/Person/Month) (Baht/Person/Month) Remuneration for for Directors 1. Monthly Remuneration - - Chairman 150, , , Remuneration for Directors - Director 95,000 95,000 95,000 95,000 - Chairman 150, , Remuneration for for the the Audit Committee - Director 95,000 95,000 - Chairman of of the the Audit Audit Committee and and 135, , , Remuneration for the Audit Committee Independent Director - Chairman of the Audit Committee and 135, ,000 - Member of of the the Audit Audit Committee and and 110, , ,000 Independent Director Independent Director - Member of the Audit Committee and 110, , Other Remuneration Independent Director None None None None (Meeting Attendance Fee, Fee, Bonus) 2. Other Remuneration None None Other (Meeting Benefit Attendance Fee, Bonus) None None None None 3. Other Benefit None None Agenda 6 6 Agenda 6 To To consider and and approve the the declaration of of the the dividend payment and and the the appropriation of of reserved fund fund To consider and approve the declaration of the dividend payment and the Objective appropriation and and Reason of reserved fund The Objective The Company s and Reason Dividend Payment Policy Policy states states that that unless unless it is it otherwise required, the the Company s Board of of Directors has has a policy a policy to to propose to the to the shareholders meeting meeting for for The Company s Dividend Payment Policy states that unless it is otherwise required, the approval that that the the Company pays pays dividends not not less less than than percent percent of its of annual its annual net net profit profit Company s Board of Directors has a policy to propose to the shareholders meeting for after tax, tax, subject to to annual operating performance, whereby this this has has been been effective as from as from approval that the Company pays dividends not less than 40 percent of its annual net profit the the fiscal year year ended December onwards. after tax, subject to annual operating performance, whereby this has been effective as from The The the Company fiscal year has ended has Baht Baht 315,378 December 5,378 million 1994 net net profit onwards. profit in the in the fiscal fiscal year year or Baht or Baht per per share and and the the Company has has paid paid interim dividend of Baht of Baht 1,920 1,920 million million or Baht or Baht per per The Company has Baht 5,378 million net profit in the fiscal year 2015 or Baht 1.12 per share in in the the past past year. year. Therefore, the the Company has has sufficient profit profit to pay to pay final final dividend share and the Company has paid interim dividend of Baht 1,920 million or Baht 0.40 per to to shareholders for for the the year year at at Baht Baht per per share, share, and and as the as the total total shares shares are share in the past year. Therefore, the Company has sufficient profit to pay final dividend 4,800,000,000 shares; the the total total dividend to to be be paid paid is Baht is Baht 2,160 2,160 million. million. Dividend to shareholders for the year 2015 at Baht 0.45 per share, and as the total shares are payment rate rate may may be be compared with with that that in the in the previous 3 years 3 years as follows: as 4,800,000,000 shares; the total dividend to be paid is Baht 2,160 million. Dividend payment rate may be compared with that in the previous 3 years as follows: Page Page 6 of 6 9 of Pages 9 Pages Page 6 of 9 Pages

8 Year Change (%) Details of Dividend Payment 2015 (Current Year /2014 Change 2014/2013 (%) Details of Dividend Payment Proposal) 2015 (Current Total Dividend Payment (Baht/Share) 0.85 Proposal) / / Total - Interim Dividend Dividend Payment (Baht/Share) (Baht/Share) Final Dividend for the Year (Baht/Share) - Interim Dividend (Baht/Share) Total - Final Dividend Dividend Payment for the (Million Year (Baht/Share) Baht) 4, , , Dividend Total Dividend rate per Payment net profit (Million Baht) 75.9% 4, % 3, % 3,840 Dividend *In 2015, rate the Company per net profit restated 2013 & 2014 consolidated 75.9% statements 75.1% of comprehensive 89.1% income due to the adoption of new and revised TFRS - TAS 19 (revised 2014), Re: Employee Benefits. *In 2015, the Company restated 2013 & 2014 consolidated statements of comprehensive income due to the adoption of new Board and of revised Directors TFRS opinion - TAS 19 (revised 2014), Re: Employee Benefits. Agenda 7 Agenda 7 Board of Directors is opinion of the opinion that the Company should declare the final dividend payment for the year 2015 at Baht 0.45 per share, totaling 4,800,000,000 shares being the Board of Directors is of the opinion that the Company should declare the final dividend total dividend of Baht 2,160 million. The final dividend shall be paid on 18 May The payment for the year 2015 at Baht 0.45 per share, totaling 4,800,000,000 shares being the said amount of the final dividend is in addition to that of the interim dividend declared by total dividend of Baht 2,160 million. The final dividend shall be paid on 18 May The the resolution of the Board of Directors Meeting No. 3/2015 held on 6 August 2015 and said amount of the final dividend is in addition to that of the interim dividend declared by paid on 4 September 2015 at the rate of Baht 0.40 per share, totaling Baht 1,920 million. the resolution of the Board of Directors Meeting No. 3/2015 held on 6 August 2015 and Therefore, the total dividend payment for the year 2015 will be Baht 4,080 million or Baht paid on 4 September 2015 at the rate of Baht 0.40 per share, totaling Baht 1,920 million per share which is equivalent to 75.9% of the net profit for the year Since the Therefore, the total dividend payment for the year 2015 will be Baht 4,080 million or Baht reserved fund as at 31 December 2015 is Baht 240,000,000 equal to 10% of registered 0.85 per share which is equivalent to 75.9% of the net profit for the year Since the capital, the Company, therefore, is not required to set aside more legal reserve. reserved fund as at 31 December 2015 is Baht 240,000,000 equal to 10% of registered In capital, this regard, the Company, the Board therefore, of Directors is not required has resolved to set to aside determine more legal the shareholders reserve. names who will have the right to receive the dividend on 10 March 2016 (Record Date) and to In this regard, the Board of the Directors has resolved to determine the shareholders names collect the shareholders names under Section 225 of the Securities and Exchange Act B.E. who will have the right to receive the dividend on 10 March 2016 (Record Date) and to 2535 (A.D. 1992) by closing the Company's share register book on 11 March 2016, and to collect the shareholders names under Section 225 of the Securities and Exchange Act B.E. pay dividend on 18 May However, the said right to receive dividend is not confirmed 2535 (A.D. 1992) by closing the Company's share register book on 11 March 2016, and to until the approval from the Annual General Shareholders Meeting for the year 2016 has pay dividend on 18 May However, the said right to receive dividend is not confirmed been granted. until the approval from the Annual General Shareholders Meeting for the year 2016 has To been consider granted. and appoint the auditors and to fix the auditing fee for the fiscal year ended 31 December 2016 To consider and appoint the auditors and to fix the auditing fee for the fiscal year ended Objective 31 December and Reason 2016 Objective For the meeting and Reason of shareholders to consider and appoint the auditors and to fix the auditing fee for the fiscal year ended 31 December 2016 in accordance with Section 120 of the For the meeting of shareholders to consider and appoint the auditors and to fix the auditing Public Limited Company Act which prescribes that The Annual General Shareholders fee for the fiscal year ended 31 December 2016 in accordance with Section 120 of the Meeting shall appoint the Company s auditor and fix the auditing fee every year. Regarding Public Limited Company Act which prescribes that The Annual General Shareholders the appointment of the auditor, the same auditor may be appointed. Meeting shall appoint the Company s auditor and fix the auditing fee every year. Regarding the appointment of the auditor, the same auditor may be appointed. Page 7 of 9 Pages Page 7 of 9 Pages

9 The Audit Committee s opinion Having The Audit considered Committee s and selected opinion the Company s auditors in in terms of of their performance and independence as well as the remuneration, the Audit Committee, proposed to to the Having considered and selected the Company s auditors in terms of their performance and Company s Board of Directors Meeting to recommend the meeting of of shareholders to to independence as well as the remuneration, the Audit Committee, proposed to the consider and appoint auditors from KPMG Phoomchai Audit Limited ( KPMG ) as as the Company s Board of Directors Meeting to recommend the meeting of shareholders to following names to be the Company's auditors, any one being authorized to to conduct the consider and appoint auditors from KPMG Phoomchai Audit Limited ( KPMG ) as the audit and express an opinion on the annual financial statements of of the Company, for for the following names to be the Company's auditors, any one being authorized to conduct the fiscal year ended on 31 December audit and express an opinion on the annual financial statements of the Company, for the 1) fiscal Mr. year Charoen ended Phosamritlert on 31 December Certified Public Accountant (Thailand) No Number of years certified on the Company s financial statements: 22 years (2014 and 2015) 1) Mr. Charoen Phosamritlert Certified Public Accountant (Thailand) No ) Mrs. Number Munchupa of years Singsuksawat certified on the Company s Certified financial Public Accountant statements: (Thailand) 2 years (2014 No and 2015) Number of years certified on the Company s financial statements: None 2) Mrs. Munchupa Singsuksawat Certified Public Accountant (Thailand) No ) Mr. Number Veerachai of years Ratanajaratkul certified on the Company s Certified financial Public Accountant statements: (Thailand) None No Number of years certified on the Company s financial statements: None 3) Mr. Veerachai Ratanajaratkul Certified Public Accountant (Thailand) No The Number nominated of auditors years certified do not on have the Company s relationship financial and/or statements: conflict of of None interest with the Company, subsidiaries, managements, major shareholders or or related persons of of the said The nominated auditors do not have any relationship and/or conflict of interest with the parties. In the absence of the above-named auditors, KPMG is is authorized to to identify one Company, subsidiaries, managements, major shareholders or related persons of the said other Certified Public Accountant of KPMG to to carry out the work. The Audit Committee parties. In the absence of the above-named auditors, KPMG is authorized to identify one also opines that the remuneration for the said auditors should be be proposed to to the meeting other Certified Public Accountant of KPMG to carry out the work. The Audit Committee of shareholders to fix at the total amount of Baht 5,860,000 which is is 8.3% increase over also opines that the remuneration for the said auditors should be proposed to the meeting the auditing fee for the year 2015 which has the following details: of shareholders to fix at the total amount of Baht 5,860,000 which is 8.3% increase over the auditing fee for the year 2015 which has 2016 the following details: 2015 Increase Type of Fee (Current Proposal) Increase (Baht) (Baht) (%) Type of Fee (Current Proposal) Fee for auditing annual 4,300,000 (Baht) 3,850,000 (Baht) 11.7 (%) financial statements Fee for auditing annual 4,300,000 3,850, Fee for reviewing quarterly 1,560,000 1,560, financial statements financial statements Fee for reviewing quarterly 1,560,000 1,560, financial statements Total 5,860,000 5,410, Remarks: Total 5,860,000 5,410, Remarks: The above fee includes: 1. The stock count attendance fee; - The above fee includes: 2. Fee for reviewing quarterly financial statements of of the Company s subsidiaries. 1. The stock count attendance fee; - The above fee does not include the attendance fee for goods destroying and actual 2. Fee for reviewing quarterly financial statements of the Company s subsidiaries. expensed occurred during the audit but not exceeding 10% of of audit fee. - The above fee does not include the attendance fee for goods destroying and actual expensed occurred during the audit but not exceeding 10% of audit fee. Page 8 of 9 Pages Page 8 of 9 Pages

10

11 Page 1 of 12 Pages Enclosure 1

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23 Enclosure 3 Biographical information of the 4 nominated persons to be elected as directors in replacement of those retired by rotation 1. Mr. Narong Chearavanont Age: Nationality: Position: Shareholding in the Company: Relationship with Executives: 50 years Thai Executive Director and Director None None Date of Appointment: 5 July 2013 Number of years as Directorship: 2 years 10 months Education: - Bachelor of Science, Major in Business Administration, New York University, USA Training with Thai Institute of Directors: - Advance Management Program: Transforming Proven Leaders into Global Executives, Harvard Business School, Harvard University, USA - Honorary Doctorate in Business Administration, Ramkhamhaeng University 2007 Director Accreditation Program (DAP) Director/Executive of the listed company: Director/Executive of non-listed company: 2 Companies 53 Companies Page 1 of 11 Pages

24 Working experiences Working Experiences in Listed Company Period Position Company 2008 Present Director True Corporation Public Company Limited 1999 Present Director CP All Public Company Limited Working experiences Working Experiences in Non Listed Company Present Vice Chairman Charoen Pokphand Group Company Limited 2013 Present Director Shanghai Yilian Supermarket Company Limited 2013 Present Director Shanghai Ailian Supermarket Company Limited 2013 Present Director Shanghai Songlian Supermarket Company Limited 2013 Present Director Wenzhou Yichu Ailian Supermarket Company Limited Present Director Shanghai Callian Supermarket Company Limited 2012 Present Director Nantung Tonglian Supermarket Company Limited 2012 Present Director Kunshan Tailian Supermarket Company Limited 2012 Present Director C.P. Zonglian (Shanghai) Management Company Limited 2012 Present Director Shantou Lotus Supermarket Chain Store Company Limited 2012 Present Director Beijing Lotus Supermarket Chain Store Company Limited 2011 Present Director Charoen Pokphand Group Global Talent Recruitment 2011 Present Director SM True Company Limited Page 2 of 11 Pages

25 Working experiences Working Experiences in Non Listed Company 2011 Present Director Chia Tai Qingdao Holdings (Hong Kong) Company Limited 2011 Present Director Chia Tai Xiangyang Holdings (Hong Kong) Company Limited 2011 Present Director Chia Tai Qingdao Holdings Company Limited 2011 Present Director The IconSiam Superlux Residences Corporation Limited 2011 Present Director The ICONSIAM Residences Corporation Company Limited 2011 Present Director ICONSIAM Company Limited 2010 Present Director True Visions Cable Public Company Limited 2010 Present Vice Chairman Panther Entertainment Company Limited 2010 Present Vice Chairman Marketing and Distribution Business (Thailand) 2010 Present Vice Chairman Marketing and Distribution Business (China) 2010 Present Vice Chairman Real Estate & Land Development Business (China) 2010 Present Vice Chairman Shanghai Kinghill Company Limited 2010 Present Vice Chairman CP Lotus Corporate Management Company Limited 2010 Present President CP Corporate University 2009 Present Director Cineplex Company Limited 2009 Present Director Satellite Services Company Limited 2009 Present Director Wuxi Ailian Supermarket Chain Store Company Limited 2009 Present Director Wuxi Yilian Supermarket Company Limited 2009 Present Director Taizhou Yilian Supermarket Company Limited 2009 Present Director Hefei Ailian Supermarket Company Limited Page 3 of 11 Pages

26 Working experiences Working Experiences in Non Listed Company 2009 Present Director Changsha Chulian Supermarket Company Limited 2009 Present Director Wuhan Yichu Ailian Supermarket Company Limited 2009 Present Director Changsha Ailian Supermarket Company Limited 2009 Present Director Guangzhou Lotus Supermarket Chain Store Company Limited 2008 Present Director CPPC Company Limited 2008 Present Director Beston Action Utility Wear (Lianyungang) Company Limited 2008 Present Director Jiangsu CP Lotus Supermarket Chain Store Limited 2008 Present Director Beijing CP Lotus Supermarket Chain Store Company Limited 2008 Present Director Zhejiang CP Trading Company Limited Director True Visions Public Company Limited 2007 Present Executive Vice Chairman 2007 Present Executive Vice Chairman Chia Tai (China) Investment Company Limited CP Lotus Corporation Company Limited Director CP Pokphand Company Limited 2005 Present Director Qingdao Lotus Supermarket Chain Store Company Limited 2004 Present Director Shantou Lotus Supermarket Chain Store Company Limited 2004 Present Director Xi an Lotus Supermarket Chain Store Company Limited 2003 Present Director Tai an Lotus Supermarket Chain Store Company Limited 2003 Present Director Beijing Lotus Supermarket Chain Store Company Limited 2002 Present Director Business Development Bank Page 4 of 11 Pages

27 Working experiences 2001 Present Executive Director Working Experiences in Non Listed Company Wuhan Lotus Supermarket Chain Store Company Limited 2001 Present Director Yangtze Supermarket Investment Company Limited 2000 Present Director Shanghai Lotus Supermarket Chain Store Company Limited President Ex-Chor Trading (Shanghai) Company Limited President Ex-Chor Distribution (Thailand) Company Limited Meeting attendance in AGM 0/1 time - Board of Directors Meeting 4/4 times Director/Executive in other businesses which may cause conflict of interest to the Company Professional Service Provider to the Company and its subsidiaries None None Personal interest in related agenda items To consider the election of the Directors in agenda 4 To consider the Directors remuneration in agenda 5 Page 5 of 11 Pages

28 2. Mr. Adirek Sripratak Age: Nationality: Position: Shareholding in the Company: Relationship with Executives: 69 years Thai Director None None Date of Appointment: 5 July 2013 Number of years as Directorship: 2 years 10 months Education: - Honorary Doctorate in Science, Maejo University Training with Thai Institute of Directors: Director/Executive of the listed company: Director/Executive of non-listed company: - Honorary Doctorate in Economics, Chiang Mai University - Honorary Doctorate in Science, Rajamangala University of Technology Isan - Honorary Doctorate in Philosophy, Faculty of Agriculture, Ubon Ratchatani University - Honorary Doctorate in Philosophy, Faculty of Food Technology - Mae Fah Luang University - Honorary Doctorate in Philosophy, Faculty of Food Science, Kasetsart University - Certificate of Accounting, Rajamangala Institute of Technology, Bangkok Commercial Campus 2005 Director Accreditation Program (DAP) 2001 Director Certification Program (DCP) 2 Companies 1 Company Page 6 of 11 Pages

29 Working experiences Working Experiences in Listed Company Period Position Company 2005 Present Director CP All Public Company Limited 2003 Present President & Chief Executive Officer Charoen Pokphand Foods Public Company Limited Working experiences Working Experiences in Non Listed Company 2005 Present Vice Chairman Charoen Pokphand Group Company Limited President Agro Industry Business, Thailand and Indochina President Agro Industry Business, Indonesia, Malaysia and Singapore Executive Vice President Senior Vice President Regional Integration Business Chicken Processing and Integration Business Vice President Food Business General Manager Northern Area Operation (Feed Business) Plant Manager Bangkok Feedmill Company Limited Meeting attendance in AGM 0/1 time - Board of Directors Meeting 2/4 times Director/Executive in other businesses which may cause conflict of interest to the Company Professional Service Provider to the Company and its subsidiaries None None Personal interest in related agenda items To consider the election of the Directors in agenda 4 To consider the Directors remuneration in agenda 5 Page 7 of 11 Pages

30 3. Mr. Umroong Sanphasitvong Age: Nationality: Position: Shareholding in the Company: Relationship with Executives: 62 years Thai Executive Director and Director None None Date of Appointment: 5 July 2013 Number of years as Directorship: 2 years 10 months Education: - Bachelor Degree in Accounting, Thammasat University - Master Degree in Accounting, Thammasat University Training with Thai Institute of Directors: Director/Executive of the listed company: Director/Executive of non-listed company: 2007 Role of the Compensation Committee 2006 Board Performance Evaluation 2006 DCP Refresher 2003 Company Secretary 2001 Director Certification Program (DCP) 2 Companies 5 Companies Working experiences Working Experiences in Listed Company Period Position Company 2001 Present Director True Corporation Public Company Limited 1999 Present Director CP All Public Company Limited Page 8 of 11 Pages

31 Working experiences Present Working Experiences in Non Listed Company Deputy Group CFO Charoen Pokphand Group Company Limited 2005 Present Director C.P. Lotus Corporation 2004 Present Director CPPC Public Company Limited Present Director Vina Siam Bank (Vietnam) Present Director Allianz C.P. Insurance Public Company Limited 1980 Deputy Division Manager, Accounting and Finance Charoen Pokphand Group Company Limited Project Analyst The Industrial Finance Corporation of Thailand Meeting attendance in AGM 0/1 time - Board of Directors Meeting 4/4 times Director/Executive in other businesses which may cause conflict of interest to the Company Professional Service Provider to the Company and its subsidiaries None None Personal interest in related agenda items To consider the election of the Directors in agenda 4 To consider the Directors remuneration in agenda 5 Page 9 of 11 Pages

32 4. Mr. Philip William Cox Age: 70 years Nationality: Australian Position: Director Shareholding in the Company: None Relationship with Executives: None Date of Appointment: 25 April 2013 Number of years as Directorship: 3 years 0 month Education: - Attended the Sydney University to study Business Administration Training with Thai Institute of Directors: Director/Executive of the listed company: Director/Executive of non-listed company: None None None Working experiences Working Experiences in Listed Company Period Position Company Executive Commercial Director (Dry Food and Supply Chain Management) Commercial Director (Dry Food) Siam Makro Public Company Limited Siam Makro Public Company Limited Page 10 of 11 Pages

33 Working experiences Working Experiences in Non Listed Company Chief Commercial Officer and Member of the Executive Board of Directors Makro South America Director Siam Food Services Company Limited Managing Director Mah Boonkrong Sirichai Supermarket Company Limited Meeting attendance in AGM 1/1 time - Board of Directors Meeting 4/4 times Director/Executive in other businesses which may cause conflict of interest to the Company Professional Service Provider to the Company and its subsidiaries None None Personal interest in related agenda items To consider the election of the Directors in agenda 4 To consider the Directors remuneration in agenda 5 Page 11 of 11 Pages

34 Enclosure 4 Profile of the Company s External Auditors Mr. Charoen Phosamritlert C.P.A. Reg. No Work experience with KPMG : more than 25 years Position Relationship and/or interest with the Company/ its subsidiaries/ executives/ major shareholders or the connected persons Name of Firm Address Audit Partner, Head of Audit None Telephone Fax KPMG Phoomchai Audit Ltd. 50 th 51 st Floor, Empire Tower 1 South Sathorn Road, Sathorn, Yannawa Bangkok charoen@kpmg.co.th Education, Licenses & Certifications - Bachelor of Accounting, Bangkok University - Master of Business Administration, Chulalongkorn University - Senior Executive Program, Sasin Graduate Institute of Business Administration of Chulalongkorn University - TLCA Leadership Development Program (LDP), Thai Listed Companies Association - Licensed CPA, Thailand - SEC and BOT licensed auditor Page 1 of 4 Pages

35 Relevant Experience Number of years certified on the Company s financial statements He has accumulated extensive audit and business advisory experiences in diversified industries covering multinational and listed companies. He is part of the overseas teams for the audit of national clients listed in Foreign Stock Exchanges and coordinator for the global audit of U.S. based clients doing business in Thailand and Asia Pacific. He is involved in merger and acquisition projects on a regular basis. 2 years (Year 2014 and Year 2015) Page 2 of 4 Pages

36 Mrs. Munchupa Singsuksawat C.P.A. Reg. No Work experience with KPMG : more than 15 years Position Relationship and/or interest with the Company/ its subsidiaries/ executives/ major shareholders or the connected persons Name of Firm Address Audit Partner None Telephone Fax KPMG Phoomchai Audit Ltd. 50 th 51 st Floor, Empire Tower 1 South Sathorn Road, Sathorn, Yannawa, Bangkok munchupa@kpmg.co.th Education, Licenses & Certifications - BA, Thammasat University - MBA, Kasetsart University - Member FAP, Thailand - Licensed CPA, Thailand - SEC licensed auditor Relevant Experience Number of years certified on the Company s financial statements She has audit experience in diversified industries covering multinational and listed companies in Stock Exchange of Thailand. She is also a coordinator for audit services to multinational business operating in Thailand. She has managed several complex global audits for clients in a variety of industries. Core strengths and accomplishments include: - Served a rotation in KPMG LLP Audit, Columbus - Office, USA - Served as the lead audit manager for CP All Plc. - Experienced in coordinating with many international KPMG offices simultaneously to serve multinational clients. None Page 3 of 4 Pages

37 Mr. Veerachai Ratanajaratkul C.P.A. Reg. No Work experience with KPMG : more than 25 years Position Relationship and/or interest with the Company/ its subsidiaries/ executives/ major shareholders or the connected persons Name of Firm Address Audit Partner None Telephone Fax KPMG Phoomchai Audit Ltd. 50 th 51 st Floor, Empire Tower 1 South Sathorn Road, Sathorn, Yannawa, Bangkok veerachai@kpmg.co.th Education, Licenses & Certifications - Bachelor degree of Accounting, Thammasat University - Master degree of Financial & Accounting, Chulalongkorn University - Licensed CPA, Thailand - SEC and BOT licensed auditor Relevant Experience Number of years certified on the Company s financial statements He has several years industrial experiences both multinational and local companies, and also Thai listed companies. Service Line - Agribusiness - Consumer Markets - Industrial Markets - Electronic Components - Technology, Media & Telecommunications - Petrochemicals & Chemicals None Page 4 of 4 Pages

38 Enclosure 5 The Articles of Association of the Company regarding the shareholders meeting and the votes 1. Summoning the Shareholders Meeting Article 30. The Board of Directors shall hold an annual ordinary meeting of shareholders within 4 months from the end of the fiscal year of the Company. All other meetings of shareholders apart from the abovementioned meeting shall be called extraordinary shareholders meetings. The Board of Directors may summon an extraordinary meeting of shareholders whenever it thinks fit or whenever, the shareholders holding altogether not less than one-fifth of all issued shares or not less than 25 shareholders holding altogether not less than one-tenth of all issued shares make a requisition in writing to the Board of Directors to summon an extraordinary meeting by clearly specifying therein a reason of such requisition. The Board shall summon a shareholders' meeting within 1 month from the date the shareholders' request is received. Article 31. In summoning a shareholders' meeting, the Board of Directors shall prepare a notice specifying the place, date, time, agenda and matters to be proposed to the meeting together with adequate details by clearly indicating whether such matters are proposed for acknowledgement, for approval or for consideration, as the case may be, as well as the Board s opinions on such matters and send to the shareholders not less than 7 days prior to the date of the meeting and advertise the notice summoning the meeting in a newspaper for 3 consecutive days not less than 3 days prior to the date of the meeting. During the period of 21 days prior to each meeting of shareholders, the Company may suspend registration of share transfer by posting up a notice for information of shareholders in advance at the head office and every branch office for a period not less than 14 days prior to the date of commencement of share transfer suspension. The place where the meeting is to be held does not have to be in the locality in which the head office of the company is situated. The meeting can be held anywhere else as the Board of Directors deems appropriate. 2. The Quorum Article 32. At a shareholders meeting, there shall be not less than 25 shareholders and/or the shareholders' proxies (if any), or not less than half of the total number of shareholders and holding altogether not less than one-third of the total issued shares attending the meeting to constitute a quorum. In case it appears at any shareholders' meeting that within one hour after the time appointed for the meeting the number of shareholders attending the meeting does not constitute the quorum, the meeting, if summoned upon the requisition of shareholders, shall be cancelled. If the meeting had not been summoned upon the requisition of shareholders, another meeting shall be summoned and a notice summoning the meeting shall be sent to the shareholders not less than 7 days before the meeting and at such subsequent meeting no quorum shall be necessary. At a shareholders meeting, the Chairman of the Board of Directors shall preside over the meeting of shareholders. In the case where the Chairman is absent or unable to perform the duty, the Vice Page 1 of 2 Pages

39 Chairman shall act as the Chairman of the meeting. If the Vice Chairman does not exist or exists but unable to perform the duty, the shareholders present shall elect one shareholder to act as the chairman of the meeting. 3. Voting Article 33. The resolution of the shareholders' meetings shall require of the following votes: (1) In normal cases, they shall be adopted by the majority votes of the shareholders who are present and are entitled to vote. One share shall have one vote. In case of equality of votes, the chairman of the meeting shall have a second or casting vote. (2) In the following cases, they shall be adopted by the votes of not less than three-fourth of the total votes of shareholders who are present and are entitled to vote: (a) Sale or transfer of the whole or an essential part of the Company's business to other person. (b) Purchase or acceptance of transfer of business of another company or private company to the Company. (c) Execution, amendment or termination of a contract in relation to the leasing of the whole or an essential part of the Company's business, the assignment to any other person to manage the Company's business or the consolidation of the business with other persons for the purpose of sharing profit and loss. (d) Increase of Registered Capital. (e) Reduction of Registered Capital. (f) Issuance of Debenture. (g) Amalgamation. (h) Dissolution. (i) Amendment to Memorandum of Association and Articles of Association. Article 34. meeting. A poll may be carried out if so requested by not less than 5 shareholders and approved by the Page 2 of 2 Pages

40 Enclosure 6 Documents and evidence to be declared on the Meeting date 1. Shareholders Attending the Meeting in Person The Shareholder presents the original of Identification Card or Government Official Identification Card or passport (for non-thai nationals) together with the Registration Form with barcode of shareholder s registration number (Enclosure 11) signed by the shareholder for registration. 2. Proxy Please use the Proxy Form B under the Notification of Department of Business Development No. 5 B.E which is the form providing various items to enable the shareholders to determine the direction on the required vote of each matter whether or not they agree / disagree / abstain. In addition, there is a separated column in Agenda on appointing director to enable the shareholder to exercise the right to vote for appointing each individual director. Proxy holder submits the proxy form (Enclosure 8) together with the Registration Form with barcode of shareholder s registration number (Enclosure 11) by proceeding as follows: 2.1 Fill in the required information clearly before signing the proxy form (Enclosure 8). Please also affix the duty stamp of Baht 20 to the Proxy form. - Ordinary person Please attach a copy of the identification card / passport (for non-thai nationals) of the proxy grantor. - Juristic person Please attach a copy of the Affidavit of the Juristic person and identification card / passport (for non-thai nationals) of the director/s who has/have the authority to sign the proxy. 2.2 All copies of the documents in 2.1 must be certified as true. 2.3 If a shareholder prefers to appoint Siam Makro Public Company Limited s independent directors to be the proxy, please appoint any one of the following persons: (1) Mr. Athaporn Khaimarn Independent Director and Chairman of the Audit Committee; (2) Mr. Chavalit Uttasart Independent Director and Member of the Audit Committee; (3) Mr. Thira Wipuchanin Independent Director and Member of the Audit Committee; or (4) Dr. Chaiyawat Wibulswasdi Independent Director and Member of the Audit Committee. Information of the Company s Independent Directors that the shareholders may appoint to be the proxy is shown in Enclosure For your convenience, please deliver the proxy form to SET & Investor Relations, Siam Makro Plc. Head Office located at nd Floor, Lardprao Road, Klongchan Subdistrict, Bangkapi District, Bangkok at least one day prior to the meeting date. 3. Change of Title / Name / Surname of Meeting Participants Please present the evidence to verify that change. Page 1 of 1 Pages

41 Enclosure 7 Information of the Company s Independent Directors that the shareholders may appoint to be the proxy Mr. Athaporn Khaimarn Position Age Education Address Personal interest in related agenda items Independent Director and Chairman of the Audit Committee 71 years - Former member of the Institute of Chartered Accountants in Australia - Associateship in Accounting from Western Australian Institute of Technology (presently known as Curtin University of Technology) Siam Makro Plc., Head Office nd Floor, Lardprao Road, Klongchan Subdistrict, Bangkapi District, Bangkok In agenda 5 Mr. Chavalit Uttasart Position Age Education Address Personal interest in related agenda items Independent Director and Member of the Audit Committee 67 years - LL.B. (Second Class Honours), Chulalongkorn University - Barrister-At-Law, The Institute of Legal Education, Thai Bar Association - Barrister-At-Law, The Honorable Society of Gray s Inn, London, England Siam Makro Plc., Head Office nd Floor, Lardprao Road, Klongchan Subdistrict, Bangkapi District, Bangkok In agenda 5 Page 1 of 2 Pages

42 Mr. Thira Wipuchanin Position Age Education Address Personal interest in related agenda items Independent Director and Member of the Audit Committee 66 years - Bachelor of Economics and Business Administration, University of Wisconsin- Stevens Point, USA Siam Makro Plc., Head Office nd Floor, Lardprao Road, Klongchan Subdistrict, Bangkapi District, Bangkok In agenda 5 Dr. Chaiyawat Wibulswasdi Position Age Education Address Personal interest in related agenda items Independent Director and Member of the Audit Committee 69 years - Bachelor of Economics, Williams College, USA - Ph.D. in Economics, Massachusetts Institute of Technology, USA Siam Makro Plc., Head Office nd Floor, Lardprao Road, Klongchan Subdistrict, Bangkapi District, Bangkok In agenda 5 Page 2 of 2 Pages

43 Enclosure 8 Notification of Department of Business Development Re: Provision of Proxy Forms (No. 5) B.E (A.D.2007) Whereas it deemed appropriate to reform the Proxy Forms for any meeting of the share subscribers and the shareholders of the Limited Public Company to be more suitable. By virtue of Section 34 of the Limited Public Company Act B.E (A.D.1992), the Director General of the Department of Business Development, acting as the Registrar hereby issues a notification as follows: Clause 1. The Notification of Department of Business Development, Re: Provision of Proxy Forms (No. 4) B.E (A.D.2006) dated September 27, 2006 be repealed. Clause 2. Three Proxy Forms for any meeting of the share subscribers and the shareholders be provided as follows: (1) Form A. being a simple non-complicated form; (2) Form B. being a form demonstrating the fixed and clear detailed authorization; and (3) Form C. being a form to be used only by foreign investor appointing a custodian in Thailand to be the securities depositor and caretaker. Clause 3. The shareholder being a foreign investor appointing a custodian in Thailand to be the securities depositor and caretaker may use either Form A or Form B or Form C of the said Proxy Forms. The other shareholder may use only either Form A or Form B. Clause 4. The share subscriber or the shareholder of a public company may use the Proxy Forms prescribed under Notification of Department of Business Development, Re: Provision of Proxy Form (No. 4) B.E (A.D.2006) dated September 27, 2006 having been repealed for the share subscribers meeting and shareholders meeting of a public company limited to be held in the year Effective from the date hereof onwards. Notified on February 2, 2007 (Mr. Kanissorn Nawanukror) Director-General of Department of Business Development Registrar Page 1 of 11 Pages

44 Proxy Form A (a simple non-complicated form) Attachment to the Notification of the Department of Business Development Re: Provision of Proxy Forms (No. 5) B.E (A.D.2007) Written at Date (1) I/We Nationality Residing at No. Road Subdistrict/ Kwang District/ Khet Province Postal Code (2) Being a shareholder of Siam Makro Public Company Limited holding the total number of shares, entitled to votes as follows: ordinary shares, entitled to votes preferred shares, entitled to votes (3) I/We hereby appoint (1) aged years Residing at No. Road Subdistrict/ Kwang District/ Khet Province Postal Code or (2) aged years Residing at No. Road Subdistrict/ Kwang District/ Khet Province Postal Code or (3) aged years Residing at No. Road Subdistrict/ Kwang District/ Khet Province Postal Code (Duty Stamp Baht 20) only one of the above persons to be my/our proxy holder to attend and vote in my/our behalf at the Annual General Shareholders Meeting for the year 2016 held on April 20, 2016 at 3.00 p.m., at Wassana Room 3 rd floor of Golden Tulip Sovereign Hotel Bangkok, No. 92 Soi Saengcham, Rama 9 Road, Bangkapi Subdistrict, Huay Kwang District, Bangkok Metropolis, Thailand or on the other date and at the other place as may be postponed or changed. I/We shall be liable for any action taken by the proxy holder at the meeting in all respects. Signed: Proxy Grantor ( ) Signed: Proxy Holder ( ) Signed: Proxy Holder ( ) Signed: Proxy Holder ( ) Remark: The shareholder shall appoint only one proxy holder to attend and vote at the meeting. The number of shares may not be allocated to more than one proxy holder in order to separately vote. Page 2 of 11 Pages

45 Form B (Demonstrating the Fixed and Clear Detailed Authorization) Attachment to the Notification of the Department of Business Development Re: Provision of Proxy Form (No. 5) B.E (A.D.2007) Written at Date (1) I/We Nationality Residing at No. Road Subdistrict/ Kwang District/ Khet Province Postal Code (2) Being a shareholder of Siam Makro Public Company Limited holding the total number of shares, entitled to votes as follows: ordinary shares, entitled to votes preferred shares, entitled to votes (3) I/We hereby appoint (1) aged years Residing at No. Road Subdistrict/ Kwang District/ Khet Province Postal Code or (2) aged years Residing at No. Road Subdistrict/ Kwang District/ Khet Province Postal Code or (3) aged years Residing at No. Road Subdistrict/ Kwang District/ Khet Province Postal Code (Duty Stamp Baht 20) only one of the above persons to be my/our proxy holder to attend and vote in my/our behalf at the Annual General Shareholders Meeting for the year 2016 held on April 20, 2016 at 3.00 p.m., at Wassana Room 3 rd floor of Golden Tulip Sovereign Hotel Bangkok, No. 92 Soi Saengcham, Rama 9 Road, Bangkapi Subdistrict, Huay Kwang District, Bangkok Metropolis, Thailand or on the other date and at the other place as may be postponed or changed. (4) I/We hereby authorize the proxy holder to vote on my/our behalf in this meeting as follows: Agenda 1 To consider and confirm the Minutes of the Annual General Shareholders Meeting of the year 2015 held on 24 April 2015 (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Page 3 of 11 Pages

46 Agenda 2 Agenda 3 To consider and approve the audited statements of financial position, statements of income, statements of comprehensive income, statements of changes in shareholders equity, statements of cash flows and the report of the auditor of Siam Makro Public Company Limited and its subsidiaries as of December 31, 2015 (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: To consider, confirm and acknowledge the following matters: (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: 3.1 To confirm the report of the Company's Management regarding the Company's activities. 3.2 To acknowledge payment of interim dividend to the Company s shareholders on 4 September 2015 by the Board of Directors Meeting No. 3/2015 held on August 6, Agenda 4 To consider the election of the Directors to replace those who retire by rotation (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Appointment of all directors Appointment of each individual director 1. Name of Director: Mr. Narong Chearavanont 2. Name of Director: Mr. Adirek Sripratak 3. Name of Director: Mr. Umroong Sanphasitvong 4. Name of Director: Mr. Philip William Cox Page 4 of 11 Pages

47 Agenda 5 To consider the Directors remuneration for the year 2016 (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Agenda 6 Agenda 7 Agenda 8 To consider and approve the declaration of the dividend payment and the appropriation of reserved fund (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: To consider and appoint the auditors and to fix the auditing fee for the fiscal year ended 31 December 2016 (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: To consider other businesses (if any) (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: (5) Any vote of the proxy holder not being in compliance with that specified in this Proxy Form shall be deemed that the said vote is incorrect and is not my vote as a shareholder. (6) In case I do not specify my intention to vote in any Agenda or unclear specify or in case the meeting considers or votes in other businesses than those specified above, including in case of an amendment or addition to any fact, the proxy holder shall be entitled to vote on my/our behalf in all respect as he/she deems appropriate. I/We shall be liable for any action taken by the proxy holder at the meeting in all respects, except in the case where the proxy holder fails to vote in compliance with those specified in the Proxy Form. Signed: Proxy Grantor ( ) Signed: Proxy Holder ( ) Signed: Proxy Holder ( ) Signed: Proxy Holder ( ) Remark: 1. The shareholder shall appoint only one proxy holder to attend and vote in the meeting. The number of shares cannot be allocated to more than one proxy holder in order to separately vote. 2. Agenda on Appointment of Directors are eligible to appoint all directors or to appoint each individual director. 3. In case where the agenda to be considered at the meeting exceed those specified above, the Proxy Grantor can specify additional details in the Continued List of Proxy Form B attached hereto. Page 5 of 11 Pages

48 The Continued List of Proxy Form B The proxy of the shareholder of Siam Makro Public Company Limited At the Annual General Shareholders Meeting for the year 2016 held on April 20, 2016 at 3.00 p.m., at Wassana Room 3 rd floor of Golden Tulip Sovereign Hotel Bangkok, No. 92 Soi Saengcham, Rama 9 Road, Bangkapi Subdistrict, Huay Kwang District, Bangkok Metropolis, Thailand or on the other date and at the other place as may be postponed or changed. Agenda No Subject. (a) (b) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. The proxy holder shall vote according to my intention as follows: Agenda No Subject. (a) (b) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. The proxy holder shall vote according to my intention as follows: Agenda No Subject. (a) (b) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. The proxy holder shall vote according to my intention as follows: Agenda No Subject: Appointment of Directors (Continued) Director Name:.. Director Name:.. Director Name:.. Director Name:.. Director Name:.. Page 6 of 11 Pages

49 Proxy Form C (To be used only by foreign investor appointing a custodian in Thailand to be the securities depositor and caretaker) Attachment to the Notification of the Department of Business Development Re: Provision of Proxy Form (No. 5) B.E (A.D.2007) Written at Date (1) I/We Nationality Residing at No. Road Subdistrict/ Kwang District/ Khet Province Postal Code As a business operator as a custodian business as the security depositor and caretaker to being a shareholder of Siam Makro Public Company Limited holding the total number of shares and entitled to votes as follows: ordinary share shares, entitled to votes preferred share shares, entitled to votes (2) I/We hereby appoint (1) aged years Residing at No. Road Subdistrict/ Kwang District/ Khet Province Postal Code or (2) aged years Residing at No. Road Subdistrict/ Kwang District/ Khet Province Postal Code or (3) aged years Residing at No. Road Subdistrict/ Kwang District/ Khet Province Postal Code (Duty Stamp Baht 20) only one of the above persons to be my/our proxy holder to attend and vote in my/our behalf at the Annual General Shareholders Meeting for the year 2016 held on April 20, 2016 at 3.00 p.m., at Wassana Room 3 rd floor of Golden Tulip Sovereign Hotel Bangkok, No. 92 Soi Saengcham, Rama 9 Road, Bangkapi Subdistrict, Huay Kwang District, Bangkok Metropolis, Thailand or on the other date and at the other place as may be postponed or changed. (3) I/We hereby authorize the proxy holder to vote on my/our behalf in this meeting as follows: Authorize all the number of shares held and entitled to vote. Partly authorize as follows:..ordinary shares, entitled to votes..preferred shares, entitled to..votes Totaling votes. Page 7 of 11 Pages

50 (4) I/We hereby authorize the proxy holder to vote on my/our behalf in this meeting as follows: Agenda 1 To consider and confirm the Annual General Shareholders Meeting of the year 2015 held on 24 April 2015 (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Agenda 2 To consider and approve the audited statements of financial position, statements of income, statements of comprehensive income, statements of changes in shareholders equity, statements of cash flows and the report of the auditor of Siam Makro Public Company Limited and its subsidiaries as of December 31, 2015 (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Agenda 3 To consider, confirm and acknowledge the following matters: (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: 3.1 To confirm the report of the Company's Management regarding the Company's activities 3.2 To acknowledge payment of interim dividend to the Company s shareholders on 4 September 2015 by the Board of Directors Meeting No. 3/2015 held on August 6, 2015 Agenda 4 To consider the election of the Directors to replace those who retire by rotation (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Appointment of all directors Page 8 of 11 Pages

51 Appointment of each individual director 1. Name of Director: Mr. Narong Chearavanont 2. Name of Director: Mr. Adirek Sripratak 3. Name of Director: Mr. Umroong Sanphasitvong 4. Name of Director: Mr. Philip William Cox Agenda 5 To consider the Directors remuneration for the year 2016 (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Agenda 6 To consider and approve the declaration of the dividend payment and the appropriation of reserved fund (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Agenda 7 To consider and appoint the auditors and to fix the auditing fee for the fiscal year ended 31 December 2016 (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Agenda 8 To consider other businesses (if any) (a) The proxy holder -3- shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Page 9 of 11 Pages

52 (5) Any vote of the proxy holder not being in compliance with that specified in this Proxy Form shall be deemed that the said vote is incorrect and is not my vote as a shareholder. (6) In case I do not specify my intention to vote in any Agenda or unclear specify or in case the meeting considers or votes in other businesses than those specified above, including in case of an amendment or addition to any fact, the proxy holder shall be entitled to vote on my/our behalf in all respect as he/she deems appropriate. I/We shall be liable for any action taken by the proxy holder at the meeting in all respect, except in the case where the proxy holder fails to vote in compliance with those specified in the Proxy Form. Signed: Signed: Signed: Signed: ( ) ( ) ( ) ( ) Proxy Grantor Proxy Holder Proxy Holder Proxy Holder Remark: 1. This Proxy Form C applies only for a shareholder whose name appeared in the shareholder register being a foreign investor appointing a custodian in Thailand as the securities depositor and caretaker. 2. Evidences to be attached to the Proxy Form are: (1) A power of Attorney from the shareholder authorizing the custodian to sign the Proxy Form on his/her/its behalf. (2) A confirmation letter that the person signing the Proxy Form authorized to engage in the custodian business. 3. The shareholder shall appoint only one proxy holder to attend and vote in the meeting. The number of shares cannot be allocated to more than one proxy holder in order to separately vote. 4. Agenda on Appointment of Directors are eligible to appoint all directors or to appoint each individual director. 5. In case where the agenda to be considered at the meeting exceed those specified above, the Proxy Grantor can specify additional details in the Continued List of Proxy Form C attached hereto. Page 10 of 11 Pages

53 The Continued List of Proxy Form C The proxy of the shareholder of Siam Makro Public Company Limited At the Annual General Shareholders Meeting for the year 2016 held on April 20, 2016 at 3.00 p.m., at Wassana Room 3 rd floor of Golden Tulip Sovereign Hotel Bangkok, No. 92 Soi Saengcham, Rama 9 Road, Bangkapi Subdistrict, Huay Kwang District, Bangkok Metropolis, Thailand or on the other date and at the other place as may be postponed or changed. Agenda No Subject. (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Agenda No Subject. (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Agenda No Subject. (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Agenda No Subject: Appointment of Directors (Continued) Director Name:.. Director Name:.. Director Name:.. Director Name:.. Director Name:.. Page 11 of 11 Pages

54 Enclosure 9 Request Form for Annual Report If the shareholder wishes to request the Company s Annual Report for the year 2015 in written form, please fill in the form below and return to the following address: SET & Investor Relations Telephone: / 1768 (Direct Line) or ext / 1768 Fax: or ir@siammakro.co.th Address: Siam Makro Public Company Limited SET & Investor Relations nd Floor, Lardprao Road, Klongchan Subdistrict, Bangkapi, District, Bangkok for the company to further deliver the said report to you. Name - Surname (Shareholder) Address Telephone No.... Page 1 of 1 Pages