Section 1

9. Capital Structure

9.1 TSTH’s securities

  On March 31, 2009, the registered capital of the Company is Baht
  11,025,579,573, the paid-up capital is Baht 8,421,540,848, divided
  into 8,168,767,623 shares of the ordinary share and 252,773,225 shares
  of the preferred share, with a par value of Baht 1.

  For the rights attaching to the preferred shares are as follows:

1.  The preferred shares are eligible to convert into ordinary shares at
    any time within the duration of 11 years from the effective date
    (November 29, 2002), or shall be forced conversion at the 11^(th)
    anniversary date or unless the preferred shareholders sell/transfer
    its shares, whenever each circumstance first arises. In this regard,
    the conversion ratio of preferred shares to the ordinary shares is
    1:1.

2.  The preferred shareholders are equally entitled to vote and receive
    its dividend as the ordinary shareholders are entitled.

3.  The preferred shareholders are eligible to receive the value from
    liquidation in the first priority to the ordinary shareholders.

4.  The Company is entitled to redeem its preferred shares from any
    holders if the surplus in cash flow arises with the redemption price
    based on conversion price per share of Baht 1.87 and the additional
    Baht 1.30 per share plus the interest calculated from the conversion
    price from the effective date, until the redemption date at MLR.

  In addition, the Company has issued the warrants totaling
  2,604,038,725 units, which the ordinary shares have been allotted as a
  reserve for the exercise as shown below:

+-------------------+----------------+----------------+---------------+
| Type of           | Amount (Unit)  | Exercise ratio | Exercise      |
| securities        |                |                | price (Baht)  |
+-------------------+----------------+----------------+---------------+
| 1. Warrants 1     | 1,083,275,200  | 1 Unit per     | 2.10          |
|                   |                |                |               |
|                   |                | 1 Ordinary     |               |
|                   |                | share          |               |
+-------------------+----------------+----------------+---------------+
| 2. Warrants 2     | 1,520,763,525  |                | 6.114         |
+-------------------+----------------+----------------+---------------+

  The 2 type of warrants are tenure up to 10 years. The warrant holders
  can exercise such warrants in every last business day of each quarter,
  with the expiry date ending on December 1, 2012. Currently, none of
  the warrants holder has exercised its right to purchase the ordinary
  share.

  History and Development of capital increase and decrease including
  paid-up capital of the Company is shown below:

+----------+----------+---------+------------+------------------------+
| D/M/Y    | Re       | I       | After      |                        |
|          | gistered | ncrease | Increase   |                        |
|          | Capital  | (De     | (Decrease) |                        |
|          |          | crease) | Capital    |                        |
|          | (Baht    |         |            |                        |
|          | million) | (Baht   | (Baht      |                        |
|          |          | m       | million)   |                        |
|          |          | illion) |            |                        |
+----------+----------+---------+------------+------------------------+
| July 12, | Ordinary | 0.01    | 0.01       | Established with its   |
| 2002     | share    |         |            | initial capital of     |
|          |          |         |            | Baht 10,000, divided   |
|          | Baht     |         |            | into the ordinary      |
|          | 10,000   |         |            | share of 10,000 shares |
|          |          |         |            | with a par value of    |
|          | P        |         |            | Baht 1. Its paid-up    |
|          | referred |         |            | capital was Baht       |
|          | share    |         |            | 10,000 divided into    |
|          |          |         |            | 10,000, ordinary       |
|          | -None-   |         |            | shares                 |
+----------+----------+---------+------------+------------------------+
| August   | Ordinary | 0.01    | 0.01       | Increased its          |
| 1, 2002  | share    |         |            | registered capital     |
|          |          |         |            | from Baht 10,000 to    |
|          | 6,729.44 |         |            | Baht 8,813.12 million  |
|          |          |         |            | divided into 6,729.44  |
|          | P        |         |            | million ordinary       |
|          | referred |         |            | shares and 2,083.68    |
|          | share    |         |            | million preferred      |
|          |          |         |            | shares with a par      |
|          | 2,083.68 |         |            | value of Baht 1. The   |
|          |          |         |            | paid-up capital is     |
|          |          |         |            | Baht 10,000, divided   |
|          |          |         |            | into 10,000 ordinary   |
|          |          |         |            | shares                 |
+----------+----------+---------+------------+------------------------+
| November | Ordinary | O       | Ordinary   | Issued the ordinary    |
| 29, 2002 | share    | rdinary | share      | shares and preferred   |
|          |          | share   |            | shares totaling        |
|          | 6,729.44 |         | 1,851.62   | 2,639.92 million       |
|          |          | 1       |            | shares to right        |
|          | P        | ,851.62 | Preferred  | offering for existing  |
|          | referred |         | share      | NTS’s shareholders,    |
|          | share    | Pr      |            | divided into 1,851.62  |
|          |          | eferred | 788.30     | million ordinary       |
|          | 2,083.68 | share   |            | shares and 788.30      |
|          |          |         |            | million preferred      |
|          |          | 788.30  |            | shares with a par      |
|          |          |         |            | value of Baht 1. Its   |
|          |          |         |            | paid-up capital was    |
|          |          |         |            | Baht 2,639.92 million  |
+----------+----------+---------+------------+------------------------+
| December | Ordinary | O       | Ordinary   | Issued the ordinary    |
| 2, 2002  | share    | rdinary | share      | shares and preferred   |
|          |          | share   |            | shares totaling        |
|          | 6,729.44 |         | 3,394.18   | 2,805.54 million       |
|          |          | 1       |            | shares to right        |
|          | P        | ,542.56 | Preferred  | offering for CHC,      |
|          | referred |         | share      | McDonald and MCL as    |
|          | share    | Pr      |            | detailed below:        |
|          |          | eferred | 2,051.28   |                        |
|          | 2,083.68 | share   |            | -   Issued the         |
|          |          |         |            |     ordinary shares of |
|          |          | 1       |            |     1,542.56 million   |
|          |          | ,262.98 |            |     shares and         |
|          |          |         |            |     preferred shares   |
|          |          |         |            |     of 895.38 million  |
|          |          |         |            |     shares to CHC with |
|          |          |         |            |     a par value of     |
|          |          |         |            |     Baht 1             |
|          |          |         |            |                        |
|          |          |         |            | -   Issued the         |
|          |          |         |            |     preferred shares   |
|          |          |         |            |     totaling 367.60    |
|          |          |         |            |     million shares to  |
|          |          |         |            |     McDonald and MCL.  |
|          |          |         |            |                        |
|          |          |         |            | Its paid-up capital    |
|          |          |         |            | was Baht 5,445.46      |
|          |          |         |            | million.               |
+----------+----------+---------+------------+------------------------+

+----------+----------+---------+------------+------------------------+
|          |          | Paid-up |            | Transaction            |
|          |          | capital |            |                        |
+----------+----------+---------+------------+------------------------+
| D/M/Y    | Re       | I       | After      |                        |
|          | gistered | ncrease | Increase   |                        |
|          | Capital  | (De     | (Decrease) |                        |
|          |          | crease) | Capital    |                        |
|          | (Baht    |         |            |                        |
|          | million) | (Baht   | (Baht      |                        |
|          |          | m       | million)   |                        |
|          |          | illion) |            |                        |
+----------+----------+---------+------------+------------------------+
| December | Ordinary | -       | Ordinary   | The preferred          |
| 9,       | share    |         | share      | shareholders converted |
| 2002 -   |          |         |            | its 447.53 million     |
| August   | 7,097.04 |         | 3,841.71   | preferred shares to    |
| 29, 2003 |          |         |            | the ordinary shares in |
|          | P        |         | Preferred  | the conversion ratio   |
|          | referred |         | share      | of 1:1. Accordingly,   |
|          | share    |         |            | its total paid-up      |
|          |          |         | 1,603.75   | capital was Baht       |
|          | 1,716.08 |         |            | 5,445.46 million.      |
|          |          |         |            |                        |
|          |          |         |            | Amendment of the       |
|          |          |         |            | Clause 4 of the        |
|          |          |         |            | Memorandum of          |
|          |          |         |            | Association of the     |
|          |          |         |            | Company to be in line  |
|          |          |         |            | with the conversion of |
|          |          |         |            | preferred shares       |
|          |          |         |            | amounting 367.60       |
|          |          |         |            | million shares.        |
+----------+----------+---------+------------+------------------------+
| October  | Ordinary | O       | Ordinary   | Second issuance of     |
| 16 and   | share    | rdinary | share      | newly issued shares    |
| 20, 2003 |          | share   |            | amounting to 132.60    |
|          | 7,097.04 |         | 3,974.31   | million shares to      |
|          |          | 132.60  |            | existing shareholders, |
|          | P        |         | Preferred  | up to 62.08 million    |
|          | referred |         | share      | shares, and to CHC as  |
|          | share    |         |            | private placement, up  |
|          |          |         | 1,603.75   | to 70.52 million       |
|          | 1,716.08 |         |            | shares pursuant to the |
|          |          |         |            | merger agreement, with |
|          |          |         |            | a par value of Baht 1. |
|          |          |         |            | Total paid-up capital  |
|          |          |         |            | was Baht 5,578.06      |
|          |          |         |            | million.               |
+----------+----------+---------+------------+------------------------+
| December | Ordinary |         | Ordinary   | The preferred          |
| 23, 2003 | share    |         | share      | shareholders converted |
|          |          |         |            | its 3.34 million       |
|          | 7,097.04 |         | 3,977.65   | preferred shares to    |
|          |          |         |            | the ordinary shares in |
|          | P        |         | Preferred  | the conversion ratio   |
|          | referred |         | share      | of 1:1. Accordingly,   |
|          | share    |         |            | its total paid-up      |
|          |          |         | 1,600.41   | capital was Baht       |
|          | 1,716.08 |         |            | 5,578.06 million.      |
+----------+----------+---------+------------+------------------------+
| December | Ordinary | -       | Ordinary   | Amendment of the       |
| 30       | share    |         | share      | Clause 4 of the        |
|          |          |         |            | Memorandum of          |
| and 31,  | 7,138.91 |         | 3,977.65   | Association of the     |
| 2003     |          |         |            | Company to be in line  |
|          | P        |         | Preferred  | with the above         |
|          | referred |         | share      | transaction as         |
|          | share    |         |            | follows:               |
|          |          |         | 1,600.41   |                        |
|          | 1,603.75 |         |            | -   Conversion of      |
|          |          |         |            |     preferred shares   |
|          |          |         |            |     to ordinary shares |
|          |          |         |            |     up to 79.93        |
|          |          |         |            |     million shares.    |
|          |          |         |            |                        |
|          |          |         |            | -   Reduction of       |
|          |          |         |            |     unissued shares    |
|          |          |         |            |     and unallotted for |
|          |          |         |            |     the convertible    |
|          |          |         |            |     debenture and      |
|          |          |         |            |     warrants up to     |
|          |          |         |            |     70.46 million      |
|          |          |         |            |     shares. (38.06     |
|          |          |         |            |     million ordinary   |
|          |          |         |            |     shares, 32.4       |
|          |          |         |            |     million preferred  |
|          |          |         |            |     shares).           |
|          |          |         |            |                        |
|          |          |         |            | Its registered capital |
|          |          |         |            | was 8,742.66 million   |
|          |          |         |            | shares with its        |
|          |          |         |            | paid-up capital of     |
|          |          |         |            | 5,578.06 million       |
|          |          |         |            | shares.                |
+----------+----------+---------+------------+------------------------+

+----------+----------+---------+------------+------------------------+
|          |          | Paid-up |            | Transaction            |
|          |          | Capital |            |                        |
+----------+----------+---------+------------+------------------------+
| D/M/Y    | Re       | I       | After      |                        |
|          | gistered | ncrease | Increase   |                        |
|          | Capital  | (De     | (Decrease) |                        |
|          |          | crease) | Capital    |                        |
|          | (Baht    |         |            |                        |
|          | million) | (Baht   | (Baht      |                        |
|          |          | m       | million)   |                        |
|          |          | illion) |            |                        |
+----------+----------+---------+------------+------------------------+
| January  | Ordinary | -       | Ordinary   | Amendment of the       |
| 5, 2004  | share    |         | share      | Clause 4 of the        |
|          |          |         |            | Memorandum of          |
|          | 9,138.91 |         | 3,977.65   | Association of the     |
|          |          |         |            | Company to be in line  |
|          | P        |         | Preferred  | with the increase of   |
|          | referred |         | share      | registered capital of  |
|          | share    |         |            | the Company amounting  |
|          |          |         | 1,600.41   | Baht 2,000 million     |
|          | 1,603.75 |         |            | from Baht 8,742.66     |
|          |          |         |            | million to Baht        |
|          |          |         |            | 10,724.66 million,     |
|          |          |         |            | divided into the newly |
|          |          |         |            | issued ordinary shares |
|          |          |         |            | of 2,000 million       |
|          |          |         |            | shares with a par      |
|          |          |         |            | value of Baht 1. The   |
|          |          |         |            | total paid-up capital  |
|          |          |         |            | was Baht 5,578.06      |
|          |          |         |            | million.               |
+----------+----------+---------+------------+------------------------+
| January  | Ordinary | -       | Ordinary   | The preferred          |
| 13,      | share    |         | share      | shareholders converted |
|          |          |         |            | its 12.06 million      |
| 2004     | 9,138.91 |         | 3,989.71   | preferred shares to    |
|          |          |         |            | the ordinary shares in |
|          | P        |         | Preferred  | the conversion ratio   |
|          | referred |         | share      | of 1:1. Accordingly,   |
|          | share    |         |            | its total paid-up      |
|          |          |         | 1,588.35   | capital was Baht       |
|          | 1,603.75 |         |            | 5,578.06 million.      |
+----------+----------+---------+------------+------------------------+
| February | Ordinary | O       | Ordinary   | Existing ordinary      |
| 13, 2004 | share    | rdinary | share      | shareholders and       |
|          |          | share   |            | preferred shareholders |
|          | 9,138.91 |         | 4,168.09   | as of January 9, 2004  |
|          |          | 178.38  |            | exercised their right  |
|          | P        |         | Preferred  | to purchase the newly  |
|          | referred |         | share      | issued shares in the   |
|          | share    |         |            | proportion of 10       |
|          |          |         | 1,588.35   | existing shares held   |
|          | 1,603.75 |         |            | to 1 new share at the  |
|          |          |         |            | exercise price set to  |
|          |          |         |            | be Baht 2.30 per       |
|          |          |         |            | share, totaling 178.38 |
|          |          |         |            | million shares. The    |
|          |          |         |            | total paid-up capital  |
|          |          |         |            | was Baht 5,756.44      |
|          |          |         |            | million.               |
+----------+----------+---------+------------+------------------------+
| April    | Ordinary | -       | Ordinary   | Amendment of the       |
| 22, 2004 | share    |         | share      | Clause 4 of the        |
|          |          |         |            | Memorandum of          |
|          | 9,154.31 |         | 4,168.09   | Association of the     |
|          |          |         |            | Company to be in line  |
|          | P        |         | Preferred  | with the conversion of |
|          | referred |         | share      | preferred shares       |
|          | share    |         |            | amounting 15.40        |
|          |          |         | 1,588.35   | million shares.        |
|          | 1,588.35 |         |            |                        |
+----------+----------+---------+------------+------------------------+
| October  | Ordinary | -       | Ordinary   | The preferred          |
| 19,      | share    |         | share      | shareholders converted |
|          |          |         |            | its 4.27 million       |
| 2004     | 9,154.31 |         | 4,172.36   | preferred shares to    |
|          |          |         |            | the ordinary shares in |
|          | P        |         | Preferred  | the conversion ratio   |
|          | referred |         | share      | of 1:1. Accordingly,   |
|          | share    |         |            | its total paid-up      |
|          |          |         | 1,584.08   | capital was Baht       |
|          | 1,588.35 |         |            | 5,756.44 million.      |
+----------+----------+---------+------------+------------------------+

+----------+----------+---------+------------+------------------------+
|          |          | Paid-up |            | Transaction            |
|          |          | Capital |            |                        |
+----------+----------+---------+------------+------------------------+
| D/M/Y    | Re       | I       | After      |                        |
|          | gistered | ncrease | Increase   |                        |
|          | Capital  | (De     | (Decrease) |                        |
|          |          | crease) | Capital    |                        |
|          | (Baht    |         |            |                        |
|          | million) | (Baht   | (Baht      |                        |
|          |          | m       | million)   |                        |
|          |          | illion) |            |                        |
+----------+----------+---------+------------+------------------------+
| November | Ordinary | O       | Ordinary   | CHC, a convertible     |
| 30, 2004 | share    | rdinary | share      | debenture holder,      |
|          |          | share   |            | converted its          |
|          | 9,154.31 |         | 4,591.08   | convertible debenture  |
|          |          | 418.72  |            | up to 5,903.86 units,  |
|          | P        |         | Preferred  | each of which was      |
|          | referred |         | share      | valued at Baht         |
|          | share    |         |            | 100,000, to the        |
|          |          |         | 1,584.07   | ordinary shares        |
|          | 1,588.35 |         |            | amounting to 418.72    |
|          |          |         |            | million shares at the  |
|          |          |         |            | conversion price of    |
|          |          |         |            | Baht 1.41:1 ordinary   |
|          |          |         |            | share. The total       |
|          |          |         |            | paid-up capital was    |
|          |          |         |            | Baht 6,175.15 million. |
+----------+----------+---------+------------+------------------------+
| February | Ordinary | -       | Ordinary   | The preferred          |
| 18, 2005 | share    |         | share      | shareholders converted |
|          |          |         |            | its 12.30 million      |
|          | 9,154.31 |         | 4,603.37   | preferred shares to    |
|          |          |         |            | the ordinary shares in |
|          | P        |         | Preferred  | the conversion ratio   |
|          | referred |         | share      | of 1:1. Accordingly,   |
|          | share    |         |            | its total paid-up      |
|          |          |         | 1,571.78   | capital was Baht       |
|          | 1,588.35 |         |            | 6,175.15 million.      |
+----------+----------+---------+------------+------------------------+
| April    | Ordinary | -       | Ordinary   | Amendment of the       |
| 22, 2005 | share    |         | share      | Clause 4 of the        |
|          |          |         |            | Memorandum of          |
|          | 9,170.88 |         | 4,603.37   | Association of the     |
|          |          |         |            | Company to be in line  |
|          | P        |         | Preferred  | with the conversion of |
|          | referred |         | share      | preferred shares       |
|          | share    |         |            | amounting 16.57        |
|          |          |         | 1,571.78   | million shares.        |
|          | 1,571.78 |         |            |                        |
+----------+----------+---------+------------+------------------------+
| December | Ordinary | -       | Ordinary   | The preferred          |
| 20, 2005 | share    |         | share      | shareholders converted |
|          |          |         |            | its 900.39 million     |
|          | 9,170.88 |         | 5,503.76   | preferred shares to    |
|          |          |         |            | the ordinary shares in |
|          | P        |         | Preferred  | the conversion ratio   |
|          | referred |         | share      | of 1:1. Accordingly,   |
|          | share    |         |            | its total paid-up      |
|          |          |         | 671.39     | capital was Baht       |
|          | 1,571.78 |         |            | 6,175.15 million.      |
+----------+----------+---------+------------+------------------------+
| December | Ordinary | O       | Ordinary   | CHC, a convertible     |
| 21, 2005 | share    | rdinary | share      | debenture holder       |
|          |          | share   |            | converted its convert  |
|          | 9,170.88 |         | 5,645.61   | its debenture up to    |
|          |          | 141.84  |            | 2,000 units, each of   |
|          | P        |         | Preferred  | which was valued at    |
|          | referred |         | share      | Baht 100,000 to the    |
|          | share    |         |            | ordinary shares        |
|          |          |         | 671.39     | amounting to 141.84    |
|          | 1,571.78 |         |            | million shares at the  |
|          |          |         |            | conversion price of    |
|          |          |         |            | Baht 1.41:1 ordinary   |
|          |          |         |            | share. The total       |
|          |          |         |            | paid-up capital was    |
|          |          |         |            | Baht 6,317 million.    |
+----------+----------+---------+------------+------------------------+
| January  | Ordinary | -       | Ordinary   | The preferred          |
| 10,      | share    |         | share      | shareholders converted |
|          |          |         |            | its 18.45 million      |
| 2006     | 9,170.88 |         | 5,664.06   | preferred shares to    |
|          |          |         |            | the ordinary shares in |
|          | P        |         | Preferred  | the conversion ratio   |
|          | referred |         | share      | of 1:1. Accordingly,   |
|          | share    |         |            | its total paid-up      |
|          |          |         | 652.94     | capital was Baht 6,317 |
|          | 1,571.78 |         |            | million.               |
+----------+----------+---------+------------+------------------------+

+----------+----------+---------+------------+------------------------+
|          |          | Paid-up |            | Transaction            |
|          |          | Capital |            |                        |
+----------+----------+---------+------------+------------------------+
| D/M/Y    | Re       | I       | After      |                        |
|          | gistered | ncrease | Increase   |                        |
|          | Capital  | (De     | (Decrease) |                        |
|          |          | crease) | Capital    |                        |
|          | (Baht    |         |            |                        |
|          | million) | (Baht   | (Baht      |                        |
|          |          | m       | million)   |                        |
|          |          | illion) |            |                        |
+----------+----------+---------+------------+------------------------+
| February | Ordinary | -       | Ordinary   | Amendment of the       |
| 17, 2006 | share    |         | share      | Clause 4 of the        |
|          |          |         |            | Memorandum of          |
|          | 1        |         | 5,664.06   | Association of the     |
|          | 0,089.72 |         |            | Company to be in line  |
|          |          |         | Preferred  | with the conversion of |
|          | P        |         | share      | preferred shares       |
|          | referred |         |            | amounting 918.84       |
|          | share    |         | 652.94     | million shares.        |
|          |          |         |            |                        |
|          | 652.94   |         |            |                        |
+----------+----------+---------+------------+------------------------+
| February | Ordinary | -       | Ordinary   | Reduction of the       |
| 20, 2006 | share    |         | share      | registered capital     |
|          |          |         |            | from Baht 10,742.66    |
|          | 8,268.10 |         | 5,664.06   | million to Baht        |
|          |          |         |            | 8,921.04 million by    |
|          | P        |         | Preferred  | way of reduction of    |
|          | referred |         | share      | unissued shares and    |
|          | share    |         |            | unalloted for the      |
|          |          |         | 652.94     | convertible debenture  |
|          | 652.94   |         |            | and warrants up to     |
|          |          |         |            | 1,821.62 shares.       |
+----------+----------+---------+------------+------------------------+
| February | Ordinary | -       | Ordinary   | Increase of the        |
| 22, 2006 | share    |         | share      | registered capital     |
|          |          |         |            | from Baht 8,921.04     |
|          | 1        |         | 5,664.06   | million to Baht        |
|          | 0,372.64 |         |            | 11,025.58 million by   |
|          |          |         | Preferred  | issuing up to 2,104.54 |
|          | P        |         | share      | million shares with a  |
|          | referred |         |            | par value of Baht 1    |
|          | share    |         | 652.94     |                        |
|          |          |         |            |                        |
|          | 652.94   |         |            |                        |
+----------+----------+---------+------------+------------------------+
| February | Ordinary | -       | Ordinary   | The preferred          |
| 23, 2006 | share    |         | share      | shareholders converted |
|          |          |         |            | its 18.09 million      |
|          | 1        |         | 5,682.15   | preferred shares to    |
|          | 0,372.64 |         |            | the ordinary shares in |
|          |          |         | Preferred  | the conversion ratio   |
|          | P        |         | share      | of 1:1. Accordingly,   |
|          | referred |         |            | its total paid-up      |
|          | share    |         | 634.85     | capital was Baht       |
|          |          |         |            | 6,317.00 million.      |
|          | 652.94   |         |            |                        |
+----------+----------+---------+------------+------------------------+
| March    | Ordinary | -       | Ordinary   | The preferred          |
| 21, 2006 | share    |         | share      | shareholders converted |
|          |          |         |            | its 41.68 million      |
|          | 1        |         | 5,723.83   | preferred shares to    |
|          | 0,372.64 |         |            | the ordinary shares in |
|          |          |         | Preferred  | the conversion ratio   |
|          | P        |         | share      | of 1:1. Accordingly,   |
|          | referred |         |            | its total paid-up      |
|          | share    |         | 593.17     | capital was Baht       |
|          |          |         |            | 6,317.00 million.      |
|          | 652.94   |         |            |                        |
+----------+----------+---------+------------+------------------------+
| March    | Ordinary | O       | Ordinary   | Issuance of newly      |
| 22, 2006 | share    | rdinary | share      | issued shares          |
|          |          | share   |            | amounting to 2,104.54  |
|          | 1        |         | 7,828.37   | million shares to Tata |
|          | 0,372.64 | 2       |            | Steel as its private   |
|          |          | ,104.54 | Preferred  | placement basis with a |
|          | P        |         | share      | par value of Baht 1.   |
|          | referred |         |            | Total paid-up capital  |
|          | share    |         | 593.17     | was Baht 8,421.54      |
|          |          |         |            | million.               |
|          | 652.94   |         |            |                        |
+----------+----------+---------+------------+------------------------+
| May 2,   | Ordinary | -       | Ordinary   | Amendment of the       |
| 2006     | share    |         | share      | Clause 4 of the        |
|          |          |         |            | Memorandum of          |
|          | 1        |         | 7,828.37   | Association of the     |
|          | 0,432.41 |         |            | Company to be in line  |
|          |          |         | Preferred  | with the conversion of |
|          | P        |         | share      | preferred shares       |
|          | referred |         |            | amounting 59.77        |
|          | share    |         | 593.17     | million shares.        |
|          |          |         |            |                        |
|          | 593.17   |         |            |                        |
+----------+----------+---------+------------+------------------------+

+----------+----------+---------+------------+------------------------+
|          |          | Paid-up |            | Transaction            |
|          |          | Capital |            |                        |
+----------+----------+---------+------------+------------------------+
| D/M/Y    | Re       | I       | After      |                        |
|          | gistered | ncrease | Increase   |                        |
|          | Capital  | (De     | (Decrease) |                        |
|          |          | crease) | Capital    |                        |
|          | (Baht    |         |            |                        |
|          | million) | (Baht   | (Baht      |                        |
|          |          | m       | million)   |                        |
|          |          | illion) |            |                        |
+----------+----------+---------+------------+------------------------+
| May 16,  | Ordinary | -       | Ordinary   | The preferred          |
| 2008     | share    |         | share      | shareholders converted |
|          |          |         |            | its 340.40 million     |
|          | 7,828.37 |         | 8,168.77   | preferred shares to    |
|          |          |         |            | the ordinary shares in |
|          | P        |         | Preferred  | the conversion ratio   |
|          | referred |         | share      | of 1:1. Accordingly,   |
|          | share    |         |            | its total paid-up      |
|          |          |         | 252.77     | capital was Baht       |
|          | 593.17   |         |            | 8,421.54 million.      |
+----------+----------+---------+------------+------------------------+

9.2 Shareholders

  Top ten major shareholders of the Company on the book closing date on
  June 30, 2008 for the right to attend the Seventh Ordinary General
  Meeting of Shareholders are detailed below:

  ------- -------------------------- ---------- ----------- ---------- ------------
  No.     Namelist                   Amount of                         Percentage
                                     shares                            of
                                     (Million                          
                                     shares)                           

                                     Ordinary   Preferred   Total      Total Shares
                                     Shares     Shares      Shares     

  1       NatSteel Asia Pte., Ltd.   3,613.93   -           3,613.93   42.91
          ⁽¹⁾                                                          

  2       Tata Steel Ltd. ⁽¹⁾        2,104.54   -           2,104.54   24.99

  3       Bangkok Bank Plc.          43.28      252.77      296.05     3.52

  4       Thai NVDR Co., Ltd.        236.81     -           236.81     2.81

  5       Sukhumvit Asset Management 218.42     -           218.42     2.59
          Co., Ltd.                                                    

  6       HSBC (Singapore) Nominees  146.19     -           146.19     1.74
          Pte., Ltd.                                                   

  7       Social Security Office     128.26     -           128.26     1.52

  8       Bear, Stearns              103.58     -           103.58     1.23
          International                                                
          Limited-Customer                                             
          Reg.Account                                                  

  9       Goldman Sachs              61.14      -           61.14      0.73
          International                                                

  10      Caceis Bank Luxembourg     60.76      -           60.76      0.72

  Total                              6,716.91   252.77      6,969.68   82.76

  11      Other Shareholders         1,451.86   -           1,451.86   17.24

  Grand                              8,168.77   252.77      8,421.54   100.00
  Total                                                                
  ------- -------------------------- ---------- ----------- ---------- ------------

Note: (1) Together called “Tata Steel Group” (At present, Tata Steel
Group had restructured their shareholdings, the major shareholders of
TSTH has been changed from Tata Steel Limited and NatSteel Asia Pte.
Ltd. to Tata Steel Global Holdings Pte. Ltd.)

9.3 Dividend payment policies of the Company and its subsidiaries

  The Company has the policy for the dividend payment to the
  shareholders at the rate of not exceeding 40% of net profit after tax
  (after deduction of legal reserve) by considering the relevant factors
  which shall not cause significant effects to the Company’s business
  operation. Such factors are such as the operation performance,
  financial status, the Company’s solvency, the business expansion, the
  obligations to complete the debts service according to the Company’s
  restructuring loan agreements as well as other loan agreements
  including any other factors relevant to the business operation of the
  Company. The consideration shall be consistent with the concept of
  maximizing long-term benefit for the shareholders but it shall also be
  subject to the approval from the Board of Directors and/or the
  Shareholders’ meeting.

  Dividend Policy of subsidiaries takes into account of each
  subsidiary’s operating results; that is, a dividend will be declared
  when the subsidiaries are able to general an adequate amount of the
  net profit and no retained deficits are reported. In addition, the
  subsidiaries refer to major factors mentioned earlier in consideration
  of a dividend payment.

  The history of dividend payment is as follows:

+------------------------------+------------+------------+------------+
|   Dividend Payment⁽¹⁾        | 2007 -     | 2007⁽²⁾    | 2006       |
|                              | 2008       |            |            |
+------------------------------+------------+------------+------------+
|   Net profit (Million Baht)  | 3,391      | 44         | 708        |
+------------------------------+------------+------------+------------+
|   Net profit per share       | 0.40       | 0.01       | 0.09       |
|   (Baht)                     |            |            |            |
+------------------------------+------------+------------+------------+
|   Number of shares (Million) | 8,421.54   | 8,421.54   | 8,421.54   |
+------------------------------+------------+------------+------------+
|   Dividend per share (Baht)  | 0.076      | -          | 0.03       |
+------------------------------+------------+------------+------------+
|   Dividend payout ratio      | 20         | -          | 38         |
|   (Percent)                  |            |            |            |
+------------------------------+------------+------------+------------+

  Remarks : ⁽¹⁾ Starting from January 1, 2007, TSTH changed its
  accounting policy for its investment from the Equity Method to Cost
  Method. This adjustment caused difference in reporting net profit
  (PAT) between the Separate Financial Statements and the Consolidated
  Financial Statements

  ⁽²⁾ Three-month period of operating performance (January - March)