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Approval to pay dividend & Information Connected transaction

BackMar 15, 2006

Subject:	Report on Resolution of the Board of 
                Directors' Meeting No. 3/2006
Attention:	Managing Director, 
		The Stock Exchange of Thailand (the "SET")
Enclosure:    	Information Memorandum of Connected Transactions
                of the Listed Companies and the subsidiaries

We, Big C Supercenter Public Company Limited (the "Company"),
would like to inform you of the resolution of the Board of 
Directors' Meeting No. 3/2006 held on 14 March 2006 
at 10:00 a.m., as follows:
1. Approval of the payment of dividend for the operating 
period year 2005.
2. Approval of the appointment of JONES LANG LASALLE as
the Independent Appraisal for valuation of the asset 
transaction including the appointment of SICCO ADVISORY
COMPANY LIMITED as the Independent Financial Advisor of
the Company for the connected transaction
3. Fixing the date, time and place for the Annual General
Shareholders' Meeting for the year 2005 to be held on 
the 27th April 2006 at 9:00 a.m. in Arnoma I Room, 
at the 3rd Floor of Arnoma Hotel, No.99 Rajdamri road,
Lumpini Sub-District, Pathumwan District, Bangkok, and
the fixed the agendas for this Annual General 
Shareholders' Meeting as follows:
(1) To consider and approve the Minutes of the Annual
    General Shareholders' Meeting for the year 2005
    held on 28 April 2005.
    Opinion of the Board: To propose to the Annual
    General Shareholders' Meeting to approve the
    Minutes of the Annual General Shareholders' 
    Meeting for the year 2005.
(2) To consider and approve the Annual Report and
    the Financial Statements of the Company for
    the year ended 31 December 2005 audited by 
    the Company's auditor.
    Opinion of the Board: To propose to the Annual
    General Shareholders' Meeting to acknowledge
    and approve Annual Report and the Financial 
    Statements of the Company for the Year ended
    31 December 2005 audited by the auditor.
(3) To consider and approve the allocation of 
    profit, payment of dividend and legal reserve
    for the year 2005.
    Opinion of the Board: To propose to the Annual
    General Shareholders' Meeting to approve the
    payment of dividend for the year 2004 at the
    rate of 70% of the net profit after deduction
    of the statutory reserve, allocation of profit,
    payment of dividend and statutory reserve 
    for the year 2005 as follows:
    Allocation for dividend payment: 1,252,044,753.23 Baht     
    Payment for each ordinary share: 1.56  Baht (per share)
    Statutory Reserve:               94,138,703.25    Baht
    Date of dividend payment:	     May 27, 2006
    As such, the Company will fix the date for closing
    the Company Share Register for designation the 
    Right of shareholders to receive the dividend 
    on the 7th of April 2006 at 12.00 hr.
(4) To consider and approve the election of directors
    in place of those retiring from the office 
    by rotation.
    The retiring directors at this Meeting are
    (1) Mr. Suthichart Chirathivat
    (2) Mr. Tos Chirathivat
    (3) Mr. Thierry Bourgeron
    (4) Mr. John Sian-Zu Lin
    (5) Mr. Viet Hung Do
    Opinion of the Board: To propose to the Annual 
    General Shareholders' Meeting to re-appoint 
    all retiring directors. 
(5) To consider and approve the appoint an 
    auditor of the Company and fix his/her remuneration.
    Opinion of the Board:	
    -To appoint Ms.Saifon Inkaew, auditor license 
     no.4434 and/or Ms.Ratana Jala, auditor license
     no.3734 and/or Ms.Tippawan Nananuwat, auditor
     license no. 3459 of Ernst & Young office to
     be the Company's auditor and to appoint 
     Mr.Wichart Lokatekrawee, auditor license
     no.4451 and/or Ms.Kamontip Lertwitworatep,
     auditor license no.4377 of Ernst & Young 
     office to be the auditor of the Company's
     subsidiaries for the financial year 
     ending 31 December 2006.
    -To approve the remuneration of Baht3,400,000
     (Baht Three Million Four Hundred Thousand)
     for the Company only and of Baht6,010,000
     (Baht Six Million and Ten Thousand) for 
     the whole group.
(6)  To consider and approve the connected 
     transactions regarding the renewal of 
     the land and building lease agreements
     including service agreement relating 
     to Wongsawang.
     Opinion of the Board:	
     -This connected transaction has given at
      the most benefits to the  Company because
      it is a renewal of the lease for Wongsawang
      which is currently one of the Company's 
      branches.  In order that the Company will be
      able to continue its business operation in
      Wongsawang for another 10 years period.
     -This connected transaction has been approved
      by majority vote (8/10) of the directors 
      whom have no conflict of interest in this
      respect.  The directors who are considered
      as the connected persons are Khun Suthichart
      and Khun Tos Chirathivat have not made any
      vote to this transaction.
     -There is no dissent opinion from any director
      whom is acting as the Audit Committee to 
      the said majority votes of the Board.  
      The Audit Committee will have a meeting to
      consider again after their receipt of the
      opinion report of the Independent Financial
      Advisor.
     -To approve this connected transaction regarding
      the renewal of the land and building lease 
      agreement including service agreement 
      relating to Wongsawang.
(7) To consider and approve the revenue recognition for
    the cancellation of the Dividend amount of 
    Baht 55,974 (Fifty Five Thousand Nine Hundred 
    Seventy Four Baht) due to the non qualification
    of the shareholders to receive the dividend.
    Opinion of the Board: To approve the Revenue 
    Recognition for the cancelled Dividend of 
    the Year 2005 at the amount of Baht 55,974
    (Fifty Five Thousand Nine Hundred Seventy 
    Four Baht).
(8) Other business (if any).

4.  Fixing the date for closing the Company 
Share Register Book for designating the right to
attend the Annual General Shareholders' Meeting 
for the year 2005 on the 7th of April 2006 
at 12:00 hr. until the Annual General 
Shareholders' Meeting is completed..
 
To comply with the SET regulations and to 
disclose information to interested investors,
we hereby notify you of the Resolutions of 
the Board of Directors' Meeting No.3/2006. 

Please be informed accordingly.

Sincerely Yours,

Ms. Rumpa Kumhomreun
Vice President, Finance and Accounting

Appendix 1

Big C Supercenter Public Company Limited
Registration No. Bor Mor Jor. 137
Information Memorandum of Connected Transaction of 
the Listed Company and thesubsidiary

According to the Board of Directors Meeting No 3/2006
of Big C Supercenter Public Company Limited 
("Big C, Listed Company") held on 14 March 2006 
has approved the renewal of land and building lease
and service agreement at the building called Central
Wongsawang from Central Department Store Co., Ltd. 
(Owner of the land and building).  Such transaction
is considered as the connected transaction with 
following particulars:

1. Date of Transaction and Related Party
1.1	Date of transaction
	1)	Land Lease Agreement
	2)	Building Lease and Service Agreement
Both transactions will come effective immediately when
the Annual General Meeting of shareholders of Big C for
the year 2006 pass a resolution to approve the transaction. 
1.2	Related party  
	Land	
	Lessor	:	Central Department Store Co., Ltd.	
	Lessee	:	Central Superstore Co., Ltd. (Subsidiary)
	Building Lease and Service Agreement
	Lessor/ Service provider : Central Department Store Co., Ltd.	
	Lessee/ Service receiver : Big C Supercenter Public Company
                                   Limited 

2. Details of related assets
This transaction is to renew the land and building lease 
and service agreement at the building located at Wongsawang
Shopping Center with details as follows:
2.1	Land Lease Agreement
        2.2.1	Leased premises 
	To lease the land, Deed title Nos. 153304, 
        35763, 24219 Land Nos 678, 2378, 1978, Bang Sue
        Sub-district, Bang Khen (Bang Sue) District, 
        Bangkok, totaling 3 plots of land with an area 
        of 3 Ngan, 38.3 Square Wah.
        2.2.2	Objective of lease 
	To use a building as an office and a warehouse
        2.2.3	Lease period
	10 years, starting form 1 April 2006 - 31 March 2016
        with an option to renew for another 2 years at 
        the same rental rate of the 10th year
2.2 	Building Lease and Service Agreement
        2.2.1	Leased premises 
	To lease the area of 8,345.25 Square Meters of
        the 1st and 2nd floors of Wongsawang Town Center
        located at No. 888 Piboonsongkram Road, Bang Sue
        Sub-district, Bang Sue District, Bangkok
        2.2.2	Objective of lease 
	To operate a supercenter under the name of "Big C 
        Supercenter"
        2.2.3	Lease period
	10 years, starting form 1 April 2006 - 31 March 2016
        with an option to renew for another 2 years at the
        same rental rate of the 10th year
        2.2.4	Scope of service
	To provide a facilities service such as 
        air-conditioning system, escalator, elevator, 
        emergency electricity, electricity, water and gas 
        supply including cleaning and maintenance services etc.
        2.2.5	Service period
	Same as the lease period

3. Size of transaction
According to calculation of the value of land and building
lease and service agreement for 10 years, the total amount
of the transaction is of Baht 497,638,044.61 (Four Hundred
Ninety Seven Million Six Hundred Thirty Eight Thousand Forty
Four Baht and Sixty One Satang).  The transaction is 
considered as connected transaction in category 4 which
is an asset transaction.

Comparing to a value of tangible asset of Big C 
and Subsidiary, the size of the transaction is equal
to 3.75 percent, according to the financial statement
audited by the Company Auditor as of 31 December 2005.  

The listed Company has to perform and disclose the
transactions agreement pursuant to the Notification
of the Stock Exchange of Thailand Re: Rules, Procedures
and a Disclosure of Connected Transactions of the 
Listed Company.  Whereas, the size of this transaction
is over or equivalent to Baht 20 Million or 3 percent
of the book value of the tangible assets of Big C and
subsidiaries, therefore, the transaction has to be 
approved by the shareholders and has to be disclosed

4. Name of Connected Persons and Related Persons
   4.1	Connection with the Listed Company
        Central Department Store Co.,Ltd. is a
        shareholder of Big C who holds 9,632,000
        shares or 1.20 percent as of 12 April 2005.   
   4.2	Connected persons are the persons directly
        and indirectly holding the shares of Big C
        and Central Department Store Co.,Ltd. as follows:

shareholders		% of Total Shares of	 % of Total Shares of
				Big C	Central Department Store Co., Ltd.
1. Mr.Tos Chirathivat	      3.03			0.0000009
2. Mr.Suthisak Chirathivat    2.79			0.0000009
3. Mr.Pichai Chirathivat      2.79			   --
4. Ms.Nattaya Chirathivat     2.39		           --
5. Mr.Sutthichai Chirathivat  0.79			0.0000009
6. Central Retail Corporation Ltd.-		       99.9999919
Total			     11.79		       99.99

The Connected Persons and the other persons being relative to
the Connected Persons hold an approximately 11.79% of the total
distributed shares of Big C as of April 12, 2005.  
In accordance with the Notification of the Stock Exchange of
Thailand Re: Rules, Procedures and Disclosure of Connected 
Transaction of the Listed Companies, the said transaction is
required to be approved by a resolution of the Company's 
Shareholders whom do not have any interests from such 
transaction.
   4.3	Directors whom are the Connected Persons
	Mr. Suthichart Chirathivat and Mr. Tos Chirathivat
        did not attend the meeting of this Agenda and have
        no right to vote in the said meeting.  Those 
        persons have the management power in Big C and
        Central Department Store Limited.

5.  Total Consideration, Payment Method, Installment Payment
     5.1 Rental Rate, Payment and Installment Payment for Land
	 1st - 3rd Year, Rate of Monthly Rental is 
         458,544 Baht which will be increased at 15% 
         in every 3 years and the installment payment
         will be made in every 6 months in advance.
     5.2 Rental Rate, Service Rate for 1st and 2nd Floors
         of the Building and Payment Method as well as 
         Installment Payment
         (a) Rental Rate at 300 Baht per square meter 
             being the total monthly rental of 2,503,575 Baht
             of which will be increased at 10% in 
             every 3 years.
         (b) Service Fee for common area at 20 Baht 
             per square and service fee for air-conditioning
             at 65 Baht per square meter, totaling 85 Baht 
             per square meter.
	Therefore, a monthly service fee is equivalent 
        to Baht 709,346.25
	In addition, the service fee for air-conditioning
        will be increased in accordance with the electricity,
        inflation rate and others related expenses.   

6. Use of Fund:	Big C's working capital

7. Opinion of the Board of Directors of Big C 
   and Audit Committee:	
   The Board of Directors of Big C has agreed to approve
   a resolution for this Connected Transaction due to 
   their market prices which have an appropriate 
   reference.  The Connected Transaction is also 
   given the most beneficial to Big C because it is
   an extension of the lease period for Land and 
   Building of Big C Wongsawang which is one of 
   Big C stores.  Thus, Big C is able to operate
   its business in Big C Wongsawang continuously.
   The extension term of the lease will be renewed
   for another 10 years thereto.  In this regards,
   the Audit Committee will have a meeting to 
   consider such Connected Transaction again after
   they have received an opinion report of the 
   Independent Financial Advisor.