Tender Offer

Subject                                  : Tender offer
Listed company subject to tender offer   : SIAM MAKRO PUBLIC COMPANY LIMITED 
(MAKRO)
Offeror                                  :
1. C.P. Merchandising Company Limited ("CPM"), a subsidiary of CPF with 99.99% 
holding, and
2. Charoen Pokphand Holding Company Limited ("CPH")
Offer price
Common shares (baht per share)           : 43.50
Tender offer                             : Not for delisting
Remark                                   : The tender offer obligations will be 
triggered once CPM and CPH acquire shares in Makro exceeding the trigger point
that requires a tender offer to be made for all securities of the business
(Mandatory Tender Offer) subject to the following conditions:
1. the Extraordinary General Meeting of Shareholders of Makro and CP All Public 
Company Limited ("CPALL") have resolved to approve their relevant transactions
in relation to the entire business transfer ("EBT");
2. the EBT has been completed; and
3. C.P. Retail Holding Company Limited ("CPRH") has delivered Makro shares to 
CPM and CPH.
CPM will  make the mandatory tender offer for all securities in Makro jointly 
with CPH at the price of THB 43.50 per share. CPM will purchase ordinary shares
in Makro in the proportion of one-third and CPH will purchase ordinary shares in
Makro in the proportion of two-thirds of the shares accepted in such mandatory
tender offer for all securities in Makro. The maximum number of shares that CPM
will have to purchase in this mandatory tender offer will not be more than
110,699,500 shares at the price of THB 43.50 per share, which equivalent to the
total value of not more than THB 4,815,428,250.
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