Notice of 2020 Annual General Meeting of Shareholders Siam Makro Public Company Limited Thursday, April 23, 2020 at 3.00 p.m. at Siam Makro Public Company Limited Tara Phatthanakan Building, Convention Room, 4th floor, 1468 Phatthanakan Road, Phatthanakan Sub District, Suan Luang District, Bangkok Registration starts at 1.00 p.m. For convenience in registration, please bring the Registration Form with barcode to the meeting. Guidelines for attending the Meeting during the pandemic of COVID-19 With our deep concern over the health of the Meeting attendees during the pandemic of COVID-19, Siam Makro Public Company Limited would like to inform shareholders of the following guidelines: 1. Shareholders who are in a high-risk situation, e.g. having recently returned from overseas trip in less than 14 days of active monitoring, or suffering any respiratory symptoms, are advised to appoint the Company’s independent directors as their proxy, the process described in Enclosure 9. 2. The Company shall conduct screening tests at the building entrance. In case of any high-risk shareholders being identified, the Company shall kindly ask for their cooperation to avoid entering into the Meeting and proxy a representative or the Company’s Independent Director to attend the Meeting. Please be informed accordingly and kindly cooperate with the aforementioned guidelines, conscientiously. *** No Souvenirs Provided for the Meeting Attendees.*** Notice of 2020 Annual General Meeting of Shareholders March 23, 2020 Subject: Notice of 2020 Annual General Meeting of Shareholders To: The Company's Shareholders Enclosures: 1. 2019 Annual Report (QR Code) and the Meeting Registration Form (required to present at the Meeting) 2. Definition of Independent Director’s qualifications 3. Profiles of the nominated candidates to be elected as directors to replace those who retire by rotation (accompanying document for Agenda 4) 4. Profiles of the proposed auditors for the year 2020 (accompanying document for Agenda 6) 5. The Articles of Association of the Company regarding the shareholders’ meeting and voting 6. Profiles of the Independent Directors proposed by the Company to act as Proxy for Shareholders 7. Map of the Meeting location 8. Annual Report Requisition Form and QR Code Downloading Procedures for the 2019 Annual Report 9. Documents required prior to attending the Meeting 10. Proxy Forms (provided in 3 types, i.e. Form A, Form B, and Form C) Page 1 of 12 Pages SIAM MAKRO PUBLIC COMPANY LIMITED 1468 PHATTANAKAN ROAD, PHATTANAKAN, SUAN LUANG, BANGKOK 10250 THAILAND TEL. 0-2067-8999 FAX 0-2067-9888 บริษัท สยามแมค็ โคร จา กดั (มหาชน) 1468 ถนนพัฒนาการ แขวงพัฒนาการ เขตสวนหลวง กรุงเทพมหานคร 10250 โทร. 0-2067-8999 โทรสาร. 0-2067-9888 เลขทะเบียน 0107537000521 Pursuant to the resolution adopted by the Board of Directors of Siam Makro Public Company Limited, the 2020 Annual General Meeting of Shareholders will be held on Thursday, April 23, 2020 at 3.00 p.m., at Convention Room, 4th floor, Siam Makro Public Company Limited, Tara Phatthanakan Building, No. 1468 Phatthanakan Road, Phatthanakan Sub District, Suan Luang District, Bangkok. The Board of Directors has set the Record Date to be on March 4, 2020in order to impose the list of shareholders who are entitled to attend 2020 AGM and to receive the dividend. The Company would like to inform you that the minutes of 2019 AGM was submitted to the Stock Exchange of Thailand and the Ministry of Commerce within 14 days from the meeting date and has been uploaded on the Company’s website since May 3, 2019 for shareholders to review, object and/or suggest for revision. Furthermore, in order to set the 2020 AGM agenda, the Company had announced on its website to invite agenda proposal from shareholders in advance from October 25, 2019 to January 31, 2020. After the said period there was no agenda proposed to the Company. The Company, therefore, would like to announce the agenda proposed by the Board of Directors together with opinions of the Board of Directors as follows: Agenda 1 To consider and affirm the management report on the Company’s business operations for the year 2019 Facts and rationales: Under Article 35 of the Company’s Articles of Association, the shareholders meeting must consider the report of the Board of Directors submitted to the meeting concerning the activities carried out in the past year. The Company, therefore, reports the business operations and significant changes in 2019, as appeared in 2019 Annual Report (details appeared in Enclosure 1) to the meeting for consideration and affirmation. Board of Directors' opinion: The Board of Directors requests the Meeting to consider and affirm the management report on the Company's business operations for the year 2019. Vote required: Majority votes of the shareholders who are present at the meeting and are entitled to vote. Agenda 2 To consider and approve the financial statements for the year ended December 31, 2019 Facts and rationales: According to Section 112 of the Public Limited Companies Act B.E. 2535 (1992) and Article 38 of the Company’s Articles of Association, the Company shall prepare its balance sheet and profit and loss statement at the end of the fiscal year and arrange for them to be audited and certified by the auditor before proposing for shareholders' approval (details appeared in Enclosure 1). Audit Committee’s opinion: The Audit Committee reviewed the Company’s financial statements for the year ended December 31, 2019 as duly audited and certified by the Company’s auditor and opined Page 2 of 12 Pages that the financial statements were accurate and disclosed adequate information thoroughly. Board of Directors' opinion: The Board requests the Meeting to consider and approve the Company’s financial statements for the year ended December 31, 2019 which were audited and certified by the auditor and reviewed by the Audit Committee. A summary of the Company’s consolidated operating results and financial position are as follows: For the year ended Consolidated Operating Results December 31, 2019 Total revenues (Million Baht) 210,627 Net profit* (Million Baht) 6,245 Earnings per Share (Baht per Share) 1.30 * Profit attributable to equity holders of the Company Consolidated Financial Position As at December 31, 2019 Total Assets (Million Baht) 62,641 Total Liabilities (Million Baht) 41,907 Shareholders’ Equity - Net (Million Baht) 20,734 Details are as shown in the financial statements section of the Company's 2019 Annual Report submitted to the shareholders together with this Notice in Enclosure 1. Vote required: Majority votes of the shareholders who are present at the meeting and are entitled to vote. Agenda 3 To consider and approve the declaration of the dividend payment and the appropriation of the legal reserve Facts and rationales: The Company’s Dividend Payment Policy states that unless it is otherwise required, the Board of Directors has a policy to propose to the shareholders’ meeting for approval that the Company pays dividends not less than 40 percent of its annual net profit as specified on the consolidated financial statements and subject to the Company’s annual operating results, whereby this has been effective as from the fiscal year ended December 31, 1994 onwards. In addition, Section 116 of the Public Limited Companies Act B.E. 2535 (1992) and Article 35 and 41 of the Company’s Articles of Association require that 1) the annual general meeting of the shareholders shall approve the allocation of profit and the annual dividend payment; and Page 3 of 12 Pages 2) the Company must appropriate at least 5 percent of its annual net profit, less accumulated loss brought forward (if any), as legal reserve until the legal reserve reaches an amount of not less than 10 percent of its registered capital The fiscal year ended December 31, 2019, the Company reported the net profit attributable to equity holders as specified on the consolidated financial statements amounted to Baht 6,245 million, or Baht 1.30 per share; and the legal reserve as at December 31, 2019 is equal to Baht 240 million or 10% of registered capital. Board of Directors’ opinion: The Board of Directors requests the Meeting to consider and approve the distribution of annual dividend for the operating results from January 1, 2019 to December 31, 2019 at Baht 0.96 per share, totaling approximately Baht 4,608 million which is equivalent to 73.8% of the consolidated net profit conforming to the Company’s Dividend Payment Policy. The Company already paid the interim dividend at Baht 0.40 per share, totaling approximately Baht 1,920 million on September 5, 2019, and will pay the final dividend at Baht 0.56 per share, totaling approximately Baht 2,688 million. Year Details of Dividend Payment 2019 2018 2017 (Current Proposal) Consolidated Net Profit 1) (Million Baht) 6,245 5,942 6,178 Number of Shares (Million Shares) 2,400 2,400 2,400 Total Dividend Payment (Baht/Share) 0.96 0.96 0.96 - Interim Dividend 0.40 0.40 0.40 - Final Dividend 0.56 0.56 0.56 Total Dividend Payment (Million Baht) 4,608 4,608 4,608 Dividend Payout Ratio 73.8% 77.5% 74.6% Remark: 1) Net profit attributable to equity holders of the Company The above dividend distribution shall be payable to the shareholders entitled to receive the dividend who are listed on the Record Date on March 4, 2020. The dividend payment will be made on May 22, 2020. However, the dividend payment is uncertain as it is subject to the approval from the 2020 Annual General Shareholders’ Meeting. The Board of Directors also requests the Meeting to acknowledge the interim dividend payment approved by the Board of Directors on August 8, 2019 at the rate of Baht 0.40 per share, totaling approximately Baht 1,920 million, which was paid to the shareholders on September 5, 2019.