CAPITAL STRUCTURE

At the Extraordinary General Meeting of Shareholders No. 4/2004, held on
26 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 July 2007, the Extraordinary General Meeting of Shareholders No.
1/2007 passed resolutions to increase the Company’s registered capital
by 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 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 14 of December 2007
for an EGM in January, the resolutions of the Extraordinary General
Meeting of Shareholders No. 1/2008 on 29 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 with a par
value of THB 1 by cancelling 17,948,982 shares with a 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 with a par
value of THB 1 each.

On 21 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 April 2008, the Company’s authorised share capital was THB
521,366,118 divided into 521,366,118 ordinary shares with a par value of
THB 1 each.

The Extraordinary General Meeting of Shareholders No. 1/2009 on 16
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 Board of Directors’ Meeting No. 2/2010 on 5 April 2010 approved the
first allotment of 85,800,000 new ordinary shares with a par value of
THB 1 per share at an offering price of THB 1 per shares to 5 Investors.

The Board of Directors’ Meeting No. 4/2010 on 18 June 2010 approved the
second allotment of 21,000,000 new ordinary shares with a par value of
THB 1 per share at an offering price of THB 1 per shares to 3 Investors.

On 15 October 2010, Mr. Simon Morris Gerovich, was given the discretion
to consider, determine, amend, or revise the term and other related
details of the Private Placement’s unalloted shares by the Board of
Directors’ Meeting no. 4/2010, considered and allotted the remaining
65,833,882 new ordinary shares with a par value of THB 1 per share at an
offering price of THB 1 per shares to 3 investors.

After the completion of the three allotments of the Private Placement,
the paid-up share capital increased to THB 694,000,000.

Following the call made by the Board of Directors on 10 August 2010 for
an EGM in November, the resolutions of the Extraordinary General Meeting
of Shareholders No. 1/2010 on 19 November 2010 approved the issuance of
347,000,000 rights warrants to purchase the Company’s ordinary shares by
way of rights issue, with an offering price of Baht 0.1 per warrant and
a subscription ratio of 2 ordinary shares to 1 warrant. The Company’s
registered capital increased by Baht 347,000,000 from the existing
registered capital of Baht 694,000,000 to a new registered capital of
Baht 1,041,000,000 divided into 1,041,000,000 ordinary shares with a par
value of Baht 1 each by issuing 347,000,000 new ordinary shares with a
par value of Baht 1 each.

The current registered capital is THB 1,041,000,000 and the paid-up
share capital is THB 694,000,000.

The Company’s capital increases from the date the Company was listed on
the Market for Alternative Investment are 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 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.    |
+---+-------+-------+-------+-------+-------+------------------------+
| 7 | 5/04  | 6     | 5     | 6     | 6     | The Board of           |
| . | /2010 | 94,00 | 21,36 | 94,00 | 07,16 | Directors’ Meeting No. |
|   |       | 0,000 | 6,118 | 0,000 | 6,118 | 2/2010 on 5 April 2010 |
|   |       |       |       |       |       | approved the first     |
|   |       |       |       |       |       | allotment of           |
|   |       |       |       |       |       | 85,800,000 new         |
|   |       |       |       |       |       | ordinary shares with a |
|   |       |       |       |       |       | par value of THB 1 per |
|   |       |       |       |       |       | share at an offering   |
|   |       |       |       |       |       | price of THB 1 per     |
|   |       |       |       |       |       | shares to:             |
|   |       |       |       |       |       |                        |
|   |       |       |       |       |       | -   Thai NVDR Co.,     |
|   |       |       |       |       |       |     Ltd. 60,600,000    |
|   |       |       |       |       |       |     shares             |
|   |       |       |       |       |       |                        |
|   |       |       |       |       |       | -   Mr. Charles        |
|   |       |       |       |       |       |     Merimee 3,200,000  |
|   |       |       |       |       |       |     shares             |
|   |       |       |       |       |       |                        |
|   |       |       |       |       |       | -   Mr. Suparat        |
|   |       |       |       |       |       |     Sribhadung         |
|   |       |       |       |       |       |     18,000,000 shares  |
|   |       |       |       |       |       |                        |
|   |       |       |       |       |       | -   Mr. Ryan Fattore   |
|   |       |       |       |       |       |     3,000,000 shares   |
|   |       |       |       |       |       |                        |
|   |       |       |       |       |       | -   Ms. Kittiya        |
|   |       |       |       |       |       |     Tunmanont          |
|   |       |       |       |       |       |     1,000,000 shares   |
+---+-------+-------+-------+-------+-------+------------------------+
| 8 | 18/06 | 6     | 6     | 6     | 6     | The Board of           |
| . | /2010 | 94,00 | 07,16 | 94,00 | 28,16 | Directors’ Meeting No. |
|   |       | 0,000 | 6,118 | 0,000 | 6,118 | 4/2010 on 18 June 2010 |
|   |       |       |       |       |       | approved the second    |
|   |       |       |       |       |       | allotment of           |
|   |       |       |       |       |       | 21,000,000 new         |
|   |       |       |       |       |       | ordinary shares with a |
|   |       |       |       |       |       | par value of THB 1 per |
|   |       |       |       |       |       | share at an offering   |
|   |       |       |       |       |       | price of THB 1 per     |
|   |       |       |       |       |       | shares to:             |
|   |       |       |       |       |       |                        |
|   |       |       |       |       |       | -   TP Thailand        |
|   |       |       |       |       |       |     Opportunity Fund   |
|   |       |       |       |       |       |     L.P.               |
|   |       |       |       |       |       |                        |
|   |       |       |       |       |       |   14,800,000 shares    |
|   |       |       |       |       |       |                        |
|   |       |       |       |       |       | -   Mr. Kirt           |
|   |       |       |       |       |       |     Srichawala         |
|   |       |       |       |       |       |     5,000,000 shares   |
|   |       |       |       |       |       |                        |
|   |       |       |       |       |       | -   Mr. Radab          |
|   |       |       |       |       |       |     Kanhanawanit       |
|   |       |       |       |       |       |     1,200,000 shares   |
+---+-------+-------+-------+-------+-------+------------------------+
| 9 | 15/10 | 6     | 6     | 6     | 6     | Mr. Simon Morris       |
| . | /2010 | 94,00 | 28,16 | 94,00 | 94,00 | Gerovich, was given    |
|   |       | 0,000 | 6,118 | 0,000 | 0,000 | the discretion to      |
|   |       |       |       |       |       | consider, determine,   |
|   |       |       |       |       |       | amend, or revise the   |
|   |       |       |       |       |       | term and other related |
|   |       |       |       |       |       | details of the Private |
|   |       |       |       |       |       | Placement’s unalloted  |
|   |       |       |       |       |       | shares by the Board of |
|   |       |       |       |       |       | Directors’ Meeting no. |
|   |       |       |       |       |       | 4/2010, considered and |
|   |       |       |       |       |       | allotted the remaining |
|   |       |       |       |       |       | 65,833,882 new         |
|   |       |       |       |       |       | ordinary shares with a |
|   |       |       |       |       |       | par value of THB 1 per |
|   |       |       |       |       |       | share at an offering   |
|   |       |       |       |       |       | price of THB 1 per     |
|   |       |       |       |       |       | shares to:             |
|   |       |       |       |       |       |                        |
|   |       |       |       |       |       | -   Mr. Akeyuth        |
|   |       |       |       |       |       |     Anchanbutr         |
|   |       |       |       |       |       |     30,000,000 shares  |
|   |       |       |       |       |       |                        |
|   |       |       |       |       |       | -   Mr. Phaithoon      |
|   |       |       |       |       |       |     Techadanai         |
|   |       |       |       |       |       |     20,000,000 shares  |
|   |       |       |       |       |       |                        |
|   |       |       |       |       |       | -   Ms. Thanyavan      |
|   |       |       |       |       |       |     Jarumon 15,833,882 |
|   |       |       |       |       |       |     shares             |
+---+-------+-------+-------+-------+-------+------------------------+
| 1 | 19/10 | 6     | 6     | 1,0   | 6     | Allocation             |
| 0 | /2010 | 94,00 | 94,00 | 41,00 | 94,00 |                        |
| . |       | 0,000 | 0,000 | 0,000 | 0,000 | Allot not exceeding    |
|   |       |       |       |       |       | 347,000,000 warrants   |
|   |       |       |       |       |       | to all existing        |
|   |       |       |       |       |       | shareholders at a      |
|   |       |       |       |       |       | ratio of 2 existing    |
|   |       |       |       |       |       | shares per 1 unit of   |
|   |       |       |       |       |       | warrant whose name     |
|   |       |       |       |       |       | appears in the         |
|   |       |       |       |       |       | shareholding book on   |
|   |       |       |       |       |       | the closing date for   |
|   |       |       |       |       |       | the right to receive   |
|   |       |       |       |       |       | the warrants.          |
|   |       |       |       |       |       |                        |
|   |       |       |       |       |       | Objectives             |
|   |       |       |       |       |       |                        |
|   |       |       |       |       |       | For use as the         |
|   |       |       |       |       |       | Company’s working      |
|   |       |       |       |       |       | capital and future     |
|   |       |       |       |       |       | investments            |
+---+-------+-------+-------+-------+-------+------------------------+

 

SHAREHOLDERS

Major Shareholders (Top 10 Shareholders as of 30 November 2010)

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

  1.     Thai NVDR Co., Ltd.                        158,109,137 22.8%

  2.     MGP Hazel (Mauritius) No. 1 Limited        106,708,400 15.4%

  3.     Goldman Sachs International                            11.8%
                                                  81,500,000    

  4.     Ms. Kessuda Tispak                       31,600,000    4.6%

  5.     JP Morgan Securities Ltd.                25,000,000    3.6%

  6.     Mr. Simon Gerovich                        20,000,000   2.9%

  7.     Ms. Tanyawan Jarumon                     15,833,882    2.3%

  8.     Banque Morval & Cie S.A.                 13,978,200    2.1%

  9.     Mr. Surapong Atichartsak                 12,474,000    1.8%

  10.    Mrs. Hudsadee Prachaktham                4,900,000     0.7%
  ------ ---------------------------------------- ------------- ------------

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.