CAPITAL STRUCTURE

At the Extraordinary General Meeting of Shareholders No. 4/2004, 26^(th)
August 2004, shareholders of the Company authorised the issue of common
shares, thereby increasing the share capital allotted to the public,
supporters, and Company employees. Consequently, the Company’s
registered capital was THB 40,931,510 divided into 40,931,510 ordinary
shares with a par value of THB 1 each.

On 23^(rd) July 2007, the Extraordinary General Meeting of Shareholders
No. 1/2007 passed resolutions to increase the Company’s registered
capital of THB 368,383,500 divided into 368,383,500 ordinary shares at a
par value of THB 1 each, therefore increasing the existing registered
capital of THB 40,931,510 to THB 409,315,100, divided into 409,315,100
ordinary shares at par value of THB 1 each. On 6^(th) August 2007, the
Company reported the results of the sale of shares to the existing
shareholders whereby 350,434,608 ordinary shares were subscribed while
17,948,982 shares remain unsubscribed.

Following the call made by the Board of Directors on the 14^(th) of
December 2007 for an EGM in January, the resolutions of the
Extraordinary General Meeting of Shareholders No. 1/2008 on 29^(th)
January 2008 approved the reduction of the Company’s registered capital
from THB 409,315,100 to THB 391,366,118, divided into 391,366,118
ordinary shares at the par value of THB 1 by cancelling 17,948,982
shares at the par value of THB 1 per share. These cancelled shares had
remained unissued from the previous rights issue approved by the
Extraordinary General Meeting of Shareholders No. 1/2008, and increased
the registered capital by THB 130,000,000 from the existing registered
capital of THB 391,366,118 to be THB 521,366,118 divided into
521,366,118 ordinary shares at the par value of THB 1 each.

On 21^(st) March 2008, the Board of Directors’ Meeting No. 4/2008
approved the allotment of 130,000,000 new ordinary shares with a par
value of THB 1 per share at an offering price of THB 2.10 per shares to
MGP Hazel (Mauritius) No. 1 Limited.

As of 9^(th) April 2008, the Company’s authorised share capital was THB
521,366,118 divided into 521,366,118 ordinary shares at a par value of
THB 1 each.

The Extraordinary General Meeting of Shareholders No. 1/2009 on the
16^(th) October 2009 approved the increase of registered capital by THB
172,633,882 from the existing registered capital of THB 521,366,118 to
THB 694,000,000 divided into 694,000,000 ordinary shares at a par value
of THB 1 each.

The current registered capital is THB 694,000,000 and the paid-up share
capital is THB 521,366,118.

The Company’s capital increase from the date the Company was listed on
the Market for Alternative Investment is as follows:

+---+-------+-------+-------+-------+-------+------------------------+
| N | Re    | Regis | Inc   | Regis | Paid  | Remarks                |
| o | gistr | tered | rease | tered | – up  |                        |
| . | ation | share | /     | share | share |                        |
|   | date  | ca    | (Decr | ca    | ca    |                        |
|   |       | pital | ease) | pital | pital |                        |
|   |       | b     | (THB) | after | (THB) |                        |
|   |       | efore |       | inc   |       |                        |
|   |       | ca    |       | rease |       |                        |
|   |       | pital |       | /     |       |                        |
|   |       | c     |       | redu  |       |                        |
|   |       | hange |       | ction |       |                        |
|   |       | (THB) |       | (THB) |       |                        |
+---+-------+-------+-------+-------+-------+------------------------+
| 1 | 27/04 | 40,93 | -     | -     | 40,93 | -                      |
| . | /2005 | 1,510 |       |       | 1,510 |                        |
+---+-------+-------+-------+-------+-------+------------------------+
| 2 | 8/08  | 40,93 | 3     | 4     | 3     | Allocated              |
| . | /2007 | 1,510 | 68,38 | 09,31 | 91,36 |                        |
|   |       |       | 3,500 | 5,100 | 6,118 | to existing            |
|   |       |       |       |       |       | shareholders           |
|   |       |       |       |       |       |                        |
|   |       |       |       |       |       | Objectives             |
|   |       |       |       |       |       |                        |
|   |       |       |       |       |       | 1) Support and expand  |
|   |       |       |       |       |       | the Company’s existing |
|   |       |       |       |       |       | business.              |
|   |       |       |       |       |       |                        |
|   |       |       |       |       |       | 2) Business expansion  |
|   |       |       |       |       |       | into a well - defined  |
|   |       |       |       |       |       | media placement and    |
|   |       |       |       |       |       | advisory services,     |
|   |       |       |       |       |       | sales and marketing    |
|   |       |       |       |       |       | and investment into a  |
|   |       |       |       |       |       | branded hotel project  |
|   |       |       |       |       |       | in Samui, Surathani    |
|   |       |       |       |       |       | Province               |
|   |       |       |       |       |       |                        |
|   |       |       |       |       |       | 3) For use as the      |
|   |       |       |       |       |       | Company’s working      |
|   |       |       |       |       |       | capital                |
+---+-------+-------+-------+-------+-------+------------------------+
| 3 | 11/02 | 4     | (1    | 3     | 3     | Reduction of           |
| . | /2008 | 09,31 | 7,948 | 91,36 | 91,36 | 17,948,982 unissued    |
|   |       | 5,100 | ,982) | 6,118 | 6,118 | shares.                |
+---+-------+-------+-------+-------+-------+------------------------+
| 4 | 12/02 | 3     | 1     | 5     | 3     | Allocation             |
| . | /2008 | 91,36 | 30,00 | 21,36 | 91,36 |                        |
|   |       | 6,118 | 0,000 | 6,118 | 6,118 | Offered to private     |
|   |       |       |       |       |       | placement investors    |
|   |       |       |       |       |       | and/or institutional   |
|   |       |       |       |       |       | investors              |
|   |       |       |       |       |       |                        |
|   |       |       |       |       |       | Objectives             |
|   |       |       |       |       |       |                        |
|   |       |       |       |       |       | For use as the         |
|   |       |       |       |       |       | Company’s working      |
|   |       |       |       |       |       | capital and future     |
|   |       |       |       |       |       | investments            |
+---+-------+-------+-------+-------+-------+------------------------+
| 5 | 09/04 | 5     | 1     | 5     | 5     | The Board of           |
| . | /2008 | 21,36 | 30,00 | 21,36 | 21,36 | Directors’ Meeting No. |
|   |       | 6,118 | 0,000 | 6,118 | 6,118 | 4/2008 on 21^(st)      |
|   |       |       |       |       |       | March 2008 approved    |
|   |       |       |       |       |       | the allotment of       |
|   |       |       |       |       |       | 130,000,000 new        |
|   |       |       |       |       |       | ordinary shares with a |
|   |       |       |       |       |       | par value of THB 1 per |
|   |       |       |       |       |       | share at an offering   |
|   |       |       |       |       |       | price of THB 2.10 per  |
|   |       |       |       |       |       | shares to MGP Hazel    |
|   |       |       |       |       |       | (Mauritius) No. 1      |
|   |       |       |       |       |       | Limited.               |
+---+-------+-------+-------+-------+-------+------------------------+
| 6 | 28/10 | 5     | 1     | 6     | 5     | Allocation             |
| . | /2009 | 21,36 | 72,63 | 94,00 | 21,36 |                        |
|   |       | 6,118 | 3,882 | 0,000 | 6,118 | Offered to private     |
|   |       |       |       |       |       | placement investors    |
|   |       |       |       |       |       | and/or institutional   |
|   |       |       |       |       |       | investors              |
|   |       |       |       |       |       |                        |
|   |       |       |       |       |       | Objectives             |
|   |       |       |       |       |       |                        |
|   |       |       |       |       |       | For use as the         |
|   |       |       |       |       |       | Company’s additional   |
|   |       |       |       |       |       | working capital and    |
|   |       |       |       |       |       | future investments.    |
+---+-------+-------+-------+-------+-------+------------------------+

 

SHAREHOLDERS

Major Shareholders (Top 10 Shareholders as of 17 November 2009)

  ------ ---------------------------------------- ----------------- ------------
  RANK   NAME                                     SHARES            % HOLDING

  1.     Thai NVDR Co., Ltd.                        146,942,232     28.2%

  2.     MGP Hazel (Mauritius) No. 1 Limited        106,708,400     20.5%

  3.     Goldman Sachs International                  66,490,800    12.8%

  4.     Mr. Simon Gerovich                        54,772,100       10.5%

  5.     Citibank Nominees Singapore Pte.             17,500,000    3.4%
         Ltd.-UBS AG Zurich                                         

  6.     M.R. Chatu Mongol Sonakul                     12,000,000   2.3%

  7.     Thailand Securities Depository Co., Ltd.     7,489,303     1.4%

  8.     Mr. Mark Reinecke                             7,288,297    1.4%

  9.     Mr. Jit Sriwannawit                           6,328,900    1.2%

  10.    Mrs. Sompis Awakul                       5,750,000         1.1%
  ------ ---------------------------------------- ----------------- ------------

DIVIDEND PAYMENT POLICY

Pursuant to the Company’s Articles of Association, the Company’s
dividend payment policy is to pay out no less than 50% of the net profit
after tax and statutory reserves required by Thai Law and Regulations,
with the condition that the Company would still have adequate cash for
ongoing operation and working capital purposes. The Company’s dividend
policy is subject to change from time to time as approved by
Shareholders in the General Shareholders Meeting.