Connected Transactions

Data for the Siam Cement Group: subsidiaries, associated and other
companies can be found on page 19-23. Transactions between the Group and
a company or a person which/who may have a potential conflict are based
on traditional business practice to optimize benefits to each company,
based on a policy of market-mediated trading with prices being
comparable to prevailing market rates or rates in similar industries
with appropriate negotiation.

Details of connected transactions between the Group and a company or a
person which/who may have a potential conflict are presented on page
120-124.

Permission to connected transactions

Each company has defined a clear authority, which is approved by the
Board of Directors of the Company. This authority is reviewed and
renewed on a regular basis, to monitor inter-company activities using an
internal system adequate to prevent transgressions or abuses. In
addition, the Group has established a performance assessment system at
the company and business unit levels, as well as at the Group level,
that keeps all levels cognizant of what is happening and serves as a
strict oversight tool for monitoring transactions to ensure they
accurately reflect true markets conditions.

Future connected transactions

Connected transactions in the future will continue to be based on
traditional business practices and will follow the policy of the market
controlling prices in negotiated transactions, as in the past. No
special benefits will accrue either to companies or individuals from
connected transactions.

Connected Transactions in 2005 listed by types

1.  Financial assistance transactions

    1.  Loans

        1.  Seven transactions valued approximately Baht 6-151 million
            each between the Company and subsidiaries amounted to Baht
            294 million.

        2.  Nine Transactions valued approximately Baht 10-960 million
            each between subsidiaries and subsidiaries amounted to Baht
            1,181 million.

    2.  Guarantees

        1.  One transaction worth Baht 3,200 million between the Company
            and subsidiary.

        2.  One transaction between subsidiary and subsidiary amounted
            to Baht 738 million.

        3.  One transaction between subsidiary and associated company
            amounted to Baht 72 million.

2.  Assets transactions

    1.  Fixed assets

        1.  Two transactions worth Baht 21 million and Baht 281 million
            respectively between subsidiaries and subsidiaries amounted
            to Baht 302 million.

        2.  One transaction worth Baht 60 million between subsidiaries
            and another company.

        3.  One transaction between subsidiary and a major shareholder
            of subsidiary amounted to Baht 31 million.

    2.  Investments

        1.  Four transactions worth approximately Baht 1-300 million
            each between subsidiaries and subsidiaries amounted to Baht
            323 million.

        2.  One transaction worth Baht 140 million between subsidiaries
            and associated company.

    3.  Other assets

        1.  One transaction between subsidiary and another subsidiary
            amounted to Baht 9 million.

3.  Ordinary and usual course of business transactions

    1.  Buy / Sale property

        1.  One transaction between subsidiary and another subsidiary
            amounted to Baht 574 million.

        2.  One transaction between subsidiary and another company
            amounted to Baht 527 million.

  All of the above 31 transactions occurring in 2005, although
  connected, were exempted from disclosure, as required of listed
  company for the following reasons:

1.  It is a transaction between the Company/subsidiary with subsidiary
    that having other connected person that holding no more than 10
    percent of total shares of the subsidiary.

2.  The value of the transaction does not exceed 0.03 percent of value
    of the Company net tangible assets.

3.  It is a transaction between subsidiaries and other juristic persons
    when the Company/subsidiaries have sent connected personnel to
    oversee the other juristic person in the status of a shareholder.

4.  It is a fair transaction that will not lead to the transfer of
    business interests.

  Remark:

1.  Subsidiaries with connected transactions are Cementhai Chemicals
    Co.,Ltd., Siam TPC Co.,Ltd., The Siam pulp and paper Public Company
    Limited, Thai Containers Ratchaburi (1989) Co.,Ltd., United Pulp and
    Paper Co., Inc., The Concrete Products and Aggregate Co.,Ltd., The
    Siam Cement (Ta Luang) Co.,Ltd., ., The Siam Cement (Kaeng Khoi)
    Co.,Ltd., ., The Siam Cement (Thung Song) Co.,Ltd., The Siam White
    Cement Co.,Ltd., Cementhai Building Products Co. ,Ltd., The CPAC
    Concrete Products Co.,Ltd., The CPAC Roof Tile Co.,Ltd., Siam
    Fiberglass Co.,Ltd., CPAC Monier Philippines, Inc., CPAC Concrete
    Products (Cambodia) Co.,Ltd., Cementhai Building Materials
    (Singapore) Pte Ltd., SCT Co.,Ltd., SIL Industrial Land Co.,Ltd.,
    Property Value Plus Co.,Ltd., PT. TPC Indo Plastic and Chemicals.

2.  Associated companies with connected transactions are Mitsui Advance
    Composites Co.,Ltd.

3.  Other companies with connected transactions are Siam Tyre Phra
    Pradaeng Co.,Ltd., Michelin Siam Co.,Ltd.

4.  Major share holder of subsidiary is Rengo Co.,Ltd.

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