SHAREHOLDERS

Major Shareholders (Top 10 Shareholders as of 15^(th) January 2009)

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

  1.      Thai NVDRs Company Limited            174,248,932   33.42%

  2.      MGP Hazel (Mauritius) No. 1 Limited   106,708,400   20.47%

  3.      Goldman Sachs International           61,490,800    11.79%

  4.      Mr. Simon Morris Gerovich             54,602,100    10.47%

  5.      Citibank Nominees Singapore Pte.      17,500,000    3.36%
          Ltd.-UBS AG Zurich                                  

  6.      Thai Securities Depository Company    10,429,003    2.00%
          Limited                                             

  7.      M.R. Chatu Mongol Sonakul             9,800,000     1.88%

  8.      Miss Kessuda Tispak                   8,388,300     1.61%

  9.      Mr. Mark Michael Reinecke             7,894,997     1.51%

  10.     Miss Pida Choksukchalalai             5,140,000     0.99%
  ------- ------------------------------------- ------------- -------------

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.

[]THE MANAGEMENT STRUCTURE

THE BOARD OF DIRECTORS

As of 15^(th) February 2009, the Board of Directors consists of nine
Directors.

  ----- -------------------------- ----------------------------------------
  NO.   NAME                       POSITION

  1.    M.R. Chatu Mongol Sonakul  Chairman of the Board of Directors

  2.    Mr. Simon Morris Gerovich  President / Managing Director

  3.    Mr. Mark Michael Reinecke  Executive Director / Chief Finance
                                   Officer

  4.    Mr. Arthur Hugh Napolitano Executive Director

  5.    Mr. Witit Sujjapong        Independent Director and Chairman of
                                   Audit Committee

  6.    Ms. Soontaree Chanprasit   Independent Director and Audit Committee
                                   member

  7.    Mr. Krish Detter           Independent Director and Audit Committee
                                   member

  8.    Mr. Christiaan Brett       Director
        Straattemeier              

  9.    Mr. Philip Andrew White    Director
  ----- -------------------------- ----------------------------------------

On 28^(th) April 2008, the 2008 Annual General Meeting of Shareholders
passed resolutions to re-appoint M.R. Chatu Mongol Sonakul and Mr.
Arthur Hugh Napolitano who retired by rotation. Mr. Christiaan Brett
Straatemeier and Mr. John Russell Saunders were also appointed as new
Directors.

On 12^(th) November 2008, Mr. Philip Andrew White was appointed as a
Director to replace Mr. John Russell Saunders who resigned on 10^(th)
November 2008.

The authorised Directors are Mr. Simon Morris Gerovich, Mr. Mark Michael
Reinecke, and Mr. Arthur Hugh Napolitano. The authorised signatory of
the Directors on behalf of the Company is Mr. Simon Morris Gerovich to
sign jointly with Mr. Mark Michael Reinecke or Mr. Arthur Hugh
Napolitano and affix the company’s seal.

Miss Kulkunya Ratanapongdhara is the Company Secretary and Secretary to
the Board of Directors.

SCOPE OF POWER AND DUTIES OF BOARD OF DIRECTORS

The Scope of Powers and Duties of the Board of Directors are defined as
follows:

1.  The Board of Directors shall be fully authorised by the shareholders
    to manage and operate the Company’s business in accordance with the
    law, the Company’s objectives, vision, mission, and strategy as well
    as the Articles of Association and resolutions of the Shareholders’
    Meeting;

2.  The Board of Directors shall be responsible for approving,
    monitoring and providing guidance on the Company’s strategic
    planning process and business plan. The Chief Executive Officer and
    the senior management team will have direct responsibility for the
    ongoing strategic planning process, implementation of the business
    plan, and the establishment of long term goals for the Company,
    which are to be reviewed and approved at least annually by the Board
    of Directors. The Board will establish annual performance objectives
    against which to measure corporate and executive performance. Based
    on the reports from the Chief Executive Officer, the Board will
    monitor the Management’s success in implementing the approved
    strategies and goals;

3.  The Board of Directors shall be responsible for identifying the
    principal risks of the Company’s business and use reasonable steps
    to ensure the implementation of appropriate systems to manage these
    risks, and attempt to achieve a proper balance between the risks
    incurred and the potential returns to shareholders.

4.  The Board of Directors shall be responsible for control and policy
    related issues, including approving, reviewing, and controlling
    policies, implementing policies, and setting requirements for new
    policies, reviewing and controlling the financial and operational
    management, managing risk, being responsible to the shareholders,
    preserving shareholders’ interests, and disclosing information
    accurately and completely with the highest standards and
    transparency;

5.  The Board of Directors will ensure that executive compensation is
    linked appropriately to corporate performance. This responsibility
    is carried out primarily through the appointment of the Chief
    Executive Officer as the Company’s business leader. The Board will
    assess, on an ongoing basis, the Chief Executive Officer’s
    performance against criteria and objectives established by the Board
    from time to time. The Board will also use reasonable steps to
    ensure that the Chief Executive Officer has in place adequate
    programs to recruit, retain, develop and assess the performance of
    senior management;

6.  The Board of Directors shall be responsible for keeping in place
    adequate and effective succession plans for the Chief Executive
    Officer and senior management and review these plans on an annual
    basis;

7.  The Board of Directors shall be responsible for the performance of
    the Board on an annual basis;

8.  The Board of Directors shall be authorised to approve the annual
    budget, the operational plans, budget revisions, mergers and
    acquisitions, investment plans, the establishment of subsidiaries or
    joint ventures, interim dividends, the appointment of Directors and
    establishment of Sub-Committees and/ or Executives to act under the
    scope of authority and duties of the Board of Directors, provided
    that:

    a.  Any such matters that require the approval of shareholders
        according to the law must be proposed by the Board to a
        Shareholders’ Meeting for final approval;

    b.  Any transaction in which Directors have an interest, and for
        which there is a law or provision of the Stock Exchange of
        Thailand, must secure the approval of a Shareholders’ Meeting.
        In this connection, a Director who has an interest, or conflict
        of interest, in any matter, is not entitled to cast a vote on
        such a matter.

9.  The Board of Directors shall be responsible for ensuring adequate
    resources, determining and monitoring the Company’s programs and
    services, enhancing the Company’s public image, exercising approval
    of outside counsel, and overseeing new Board member orientation.

ELECTION OF DIRECTORS AND EXECUTIVES

The Directors must be appointed at a General Meeting of Shareholders,
with the exception of a vacancy for any Director. The Board of Directors
will consider and elect a person who is qualified and does not possess
any characteristics prohibited by law, to be a Director and retain
office only during the remaining term of the vacant Director.

According to article three of the Company’s Articles of Association, the
Board of Directors shall comprise of at least five Directors. No less
than half of the Directors must be domiciled in Thailand.

Currently, the Company does not have a nomination committee to select
candidates for directorship. A Director shall be elected at the
shareholders’ meeting in accordance with the following requirements and
procedures:

1.  Each shareholder shall have votes equal to the number of shares held
    by him.

2.  Each shareholder may exercise all the votes he has to elect one or
    several persons as Directors.

3.  The person who receives the highest number of votes in their
    respective order of the votes shall be elected as Director. In the
    event of an equal number of votes being cast for candidates up for
    election, the chairman of the meeting shall exercise a casting vote.

In addition, the candidate for the Directors’ position shall be a person
with qualifications under the Public Company Act and notifications of
the Securities and Exchange Commission.

AUDIT COMMITTEE

The Company has three independent Audit Committee members who are
responsible for monitoring its operations. As of 15^(th) February 2009,
the Audit Committee consists of Mr. Witit Sujjapong, Ms. Soontaree
Chanprasit, and Mr. Krish Detter.

  ----- --------------------- --------------------------------------------
  NO.   NAME                  POSITION

  1.    Mr. Witit Sujjapong   Independent Director and Chairman of Audit
                              Committee

  2.    Ms. Soontaree         Independent Director and Audit Committee
        Chanprasit            member

  3.    Mr. Krish Detter      Independent Director and Audit Committee
                              member
  ----- --------------------- --------------------------------------------

The Audit Committee Chairman, Mr. Witit Sujjapong is knowledgeable and
experienced in reviewing accounting and finance matters and possesses a
comprehensive knowledge of the preparation of financial reports.

SCOPE OF POWER AND DUTIES OF THE AUDIT COMMITTEE

1.  The Audit Committee shall ensure that the Company has accurate and
    sufficiently transparent financial reports by working with the
    Company’s external auditor and responsible executives to prepare
    both quarterly and annual financial reports. In addition, during the
    Company’s audit process, the Audit Committee may recommend that the
    auditor audit or check any transaction deemed necessary and
    important.

2.  The Audit Committee shall increase diligence in the performance of
    duties by the Board of Directors. Responsibilities include:

-   reporting of financial information

-   selection of proper accounting policies

-   financial management

-   internal control system and internal audit

-   compliance with applicable regulations and laws

-   management and control of business risk

  Other significant or unusual accounting matters include:

-   the company’s revenue recognition and compliance with relevant
    accounting standards

-   restructuring changes

-   the use of reserves and accruals

3.  The Audit Committee shall review the adequacy of internal controls
    and monitor the internal audit department. This includes:

-   monitoring and discussing (with management, the internal audit
    department and the external auditor) the Company’s internal control
    structure to determine whether its policies are working and
    responsive to the current environment

-   evaluate weaknesses in the Company’s internal control system

-   evaluate whether internal controls are enforced consistently

-   evaluate the quality of personnel in key internal audit positions

-   review on an annual basis and participate in the budget and staffing
    for the internal audit department

-   reinforce the independence of the internal auditor and internal
    audit department to enable them to present opinions that will give
    rise to more efficient operations

-   review the assignments and priorities for the internal auditor

-   meet with the internal auditor at least quarterly to discuss the
    preparation of Company’s financial statements, the adequacy of the
    Company’s financial reporting processes and internal control
    structure, the internal auditor’s methods of risk assessments, and
    the results of those assessments.

-   reinforce improvement in the quality of the internal audit reports

-   consider the independence of the internal auditor

-   endorse the appointment, removal or discharge of the internal
    auditor

4.  The Audit Committee shall make recommendations to the Board of
    Directors on matters concerning the nomination of the Company’s
    external auditor and propose its remuneration by considering the
    credibility, availability of resources and workload of the audit
    firm, inclusive of the independence and experience of the personnel
    assigned to audit the Company’s accounts and meet with the auditor
    without the management team at least once a year.

5.  The Audit Committee shall review any related transaction or conflict
    with management as it arises to ensure compliance with the relevant
    rules.

6.  The Audit Committee shall ensure the accuracy and completeness of
    the Company’s information as disclosed, where there are connected
    transactions or transactions that may involve a conflict of
    interest.

7.  The Audit Committee shall act upon other matters as assigned by the
    Board of Directors and approved by the Audit Committee; for
    instance, the review of the Company’s financial and risk management
    policies, the review of the executives’ compliance with business
    ethics, the joint review with the Company’s executives of important
    reports to be disclosed to the public as required by law, the
    executives’ report and analysis, etc.

8.  The Audit Committee shall prepare the activities of the Audit
    Committee by publishing them in the Company’s annual report, where
    such reports must be signed by the Chairman of the Audit Committee.
    The following information should be included in the report:

-   opinions in connection with the preparation process and disclosure
    of information from the Company’s financial reports, with respect to
    the accuracy, completeness and credibility of the report

-   opinions in connection with the adequacy of the Company’s internal
    control system

-   reasons for the re-appointment of the Company’s auditor for a second
    term

-   opinions in a conflict of interest transaction of the Company’s
    business

-   reports on the schedule the audit committee meetings and the
    member’s attendance

-   reports on the opinion or observation given by the Company auditor
    of the Company’s business

-   opinions in connection with compliance according to the laws on the
    Securities and Stock Exchange of Thailand, rules and regulations of
    Stock Exchange of Thailand or any laws relating to the Company’s
    business

-   any other reports under the Audit Committee’s scope of duties and
    responsibilities as assigned by the Board of Directors which should
    be known to the shareholders and investors

ELECTION OF AUDIT COMMITTEE/INDEPENDENT DIRECTORS

The Audit Committee/Independent Directors are elected at a Shareholders’
Meeting, whereby the selection procedure is similar to that employed in
the election of the Board of Directors. Thus, the Audit
Committee/Independent Directors are elected in accordance with the
following rules:

1. The candidate for the position of Independent Director/Audit
Committee member must not hold shares in excess of 1% of the registered
capital, fully paid, including those shares held by related persons.

2. The candidate for the position of Independent Director/Audit
Committee member must not play any role in the management of the Company
and any related companies. They must not be a director, hired staff, a
Company employee, a consultant/advisor receiving a salary from the
Company, nor possess influence over the direction of the Company, and
must not have had any special interest in the Company within at least
two years in advance of the appointment.

3. The candidate for the position of Independent Director/Audit
Committee member must have no business relationship with the Company’s
auditor and business connections or relationships, no special interests,
whether direct or indirect, both in terms of the finances and management
of the Company, nor be a person who has a conflict of interest, which
would jeopardise his independence in the Company within at least two
years in advance of the appointment.

4. The candidate for the position of Independent Director/Audit
Committee member must not be a close relative of the Directors or
executives, a major shareholder of the Company, nor a person who may
have a conflict of interest. Further, the members of the Audit Committee
must comprise at least one person who is knowledgeable and experienced
in accounting or finance matters and possesses a comprehensive knowledge
of the preparation of financial reports.

THE MANAGEMENT

As of 15^(th) February 2009, the Management consisted of the following
persons:

  ----- ------------------------ -----------------------------------------
  NO.   NAME                     POSITION

  1.    Mr. Simon Morris         Director/ President
        Gerovich                 

  2.    Mr. Mark Michael         Director/ Senior Vice President Finance
        Reinecke                 

  3.    Mr. Arthur Hugh          Director/ Senior Vice President Business
        Napolitano               Development

  4.    Mr. Isorn Chandrawong    Senior Vice President Legal

  5.    Mr. Sayarm Tongkrabin    Senior Vice President Investments

  6.    Mr. Robert Gilmour       Senior Vice President Development

  7.    Mr. David Burnett        Senior Vice President Development
  ----- ------------------------ -----------------------------------------

SCOPE OF POWER AND DUTIES OF PRESIDENT/MANAGING DIRECTOR

1.  The Managing Director shall manage, control, and be responsible for
    the common day-to-day operations of the Company in accordance with
    the approved budget and continuously be responsible for monitoring,
    supervising and improving overall operations.

2.  The Managing Director shall manage the Company in accordance with
    the resolutions of the Board of Directors.

3.  The Managing Director shall develop and propose corporate and
    business unit strategies to be endorsed and approved by the Board of
    Directors, and be responsible for the implementation of such
    approved and endorsed strategies.

4.  The Managing Director shall develop and propose the corporate
    policies of the Company, to be endorsed and approved by the Board of
    Directors, and be responsible for the implementation of such
    policies.

5.  The Managing Director shall be responsible for the budget process
    and the operational plans of the Company and conduct quarterly
    budget reviews and propose revisions of the budget, to be approved
    by the Board.

6.  The Managing Director shall report to the Board of Directors on a
    monthly basis.

7.  The Managing Director shall develop and maintain all the Company’s
    third party relationships in the direction of the corporate
    strategy, business unit strategies and corporate policy.

8.  The Managing Director shall approve the Company’s financial
    transactions within the budget, and also approve expenses, costs and
    investments not included in the approved budget of unlimited amount
    without prior approval by the Board.

9.  The Managing Director shall be responsible for the Company’s cash
    management including investments in fixed assets, interest-bearing
    financial instruments, funds, and other financial investment
    opportunities, and be authorised to delegate these powers.

10. The Managing Director shall be responsible for the Company’s credit
facilities, loan applications, loan extensions, overdraft facilities,
credit line extension of credit lines, debenture issuance, collateral,
money deposits, and be authorised to delegate these powers.

11. The Managing Director shall employ, hire, remove and terminate
employees and approve their compensation and incentives programs in
accordance with the approved budget. For key management positions such
as the COO and CFO, the Chief Executive Officer shall request opinions
from the Board before taking the final hiring or firing decision.

The above mentioned powers and duties granted to the Managing Director
or authorised representatives shall not include the approval of
transactions conducted with the Company or subsidiaries by themselves or
any other parties which have or may have stakes or conflicts of
interest. However, the prohibition does not extend to common
transactions within the specific scope of authorisation, such as
transactions relating to the sale or purchase of products or services to
or from conflicting parties, under a specific amount, expressly
pre-defined. The Managing director shall be responsible to the Board of
Directors.

REMUNERATION OF DIRECTORS AND MANAGEMENT

Remuneration in cash

Directors

(Unit: THB m)

+----------------------------------------+---------------+------------+
| Remuneration Type                      | 2008          |            |
+----------------------------------------+---------------+------------+
|                                        | Persons       | Amount     |
+----------------------------------------+---------------+------------+
| Meeting and Retainer Fee               | 10            | 2.08       |
+----------------------------------------+---------------+------------+
| Directors and Officers Liability and   | 10            | 0.37       |
| Corporate Reimbursement Insurance *    |               |            |
+----------------------------------------+---------------+------------+

* Directors and Officers Liability and Corporate Reimbursement Insurance include 

 Directors’ training

Details of remuneration of Company Directors in 2008 are as follows:

(Unit: THB m)

+--------------------------------------------+-------------------------+
| Name                                       | Meeting and Retainer    |
|                                            | Fee                     |
+--------------------------------------------+-------------------------+
| 1.  Mr. Witit Sujjapong                    | 495,000                 |
+--------------------------------------------+-------------------------+
| 2.  Mr. Simon Morris Gerovich              | -                       |
+--------------------------------------------+-------------------------+
| 3.  Mr. Mark Michael Reinecke              | -                       |
+--------------------------------------------+-------------------------+
| 4.  Mr. Krish Detter                       | 485,000                 |
+--------------------------------------------+-------------------------+
| 5.  Ms. Soontaree Chanprasit               | 435,000                 |
+--------------------------------------------+-------------------------+
| 6.  Mr. Arthur Hugh Napolitano             | -                       |
+--------------------------------------------+-------------------------+
| 7.  M.R. Chatu Mongol Sonakul              | 662,500                 |
+--------------------------------------------+-------------------------+
| 8.  Mr. Christiaan Brett Straatemeier      | -                       |
+--------------------------------------------+-------------------------+
| 9.  Mr. John Russell Saunders              | -                       |
+--------------------------------------------+-------------------------+
| 10. Mr. Philip Andrew White                | -                       |
+--------------------------------------------+-------------------------+
| Total                                      | 2,077,500               |
+--------------------------------------------+-------------------------+

Management

(Unit: THB m)

+--------------------------------------------+------------+------------+
| Remuneration Type                          | 2008       |            |
+--------------------------------------------+------------+------------+
|                                            | Persons    | Amount     |
+--------------------------------------------+------------+------------+
| Salary                                     | 7          | 30.16      |
+--------------------------------------------+------------+------------+
| Other welfare, such as social security     | 7          | 1.33       |
| fund, provident fund                       |            |            |
+--------------------------------------------+------------+------------+
| Health insurance, rental allowances,       | 7          | 2.42       |
| traveling allowances                       |            |            |
+--------------------------------------------+------------+------------+
| Total                                      | 7          | 33.91      |
+--------------------------------------------+------------+------------+