8. Capital Structure

8.1 Securities

  Capital-Ordinary Shares

As at December 31, 2008, the Company registered share capital is Baht
267,957,660 consists of 267,957,660 ordinary shares with par value of
Baht 1 each.

Paid-up capital is Baht 265,900,484 consists of 265,900,484 ordinary
shares with par value of Baht 1 each.

The value and number of registered share capital and paid-up capital,
are the value and number of shares after the alteration of par value
from Baht 10 to Baht 1 each according to the resolution of the Annual
General Meeting of the shareholders 1/2003 held on April 24, 2003, and
include shares set aside for the Employee Stock Ownership Program and
the Executive Stock Incentive Plan of which details are reported in
9.3.2.

  Calculating the Dilution Effect of the Warrants

Because the exercise price of warrants under the Employee Stock
Ownership Program is lower than the average market price. The dilution
effect on profit per share can be calculated as follows:

  2008 2007

Basic Earnings per Share Baht 0.53 Baht 1.25

Number of Weighted Average Shares used for calculation 265,900,484
264,492,533

Diluted Earnings per Share Baht 0.53 Baht 1.25

Number of Weighted Average Share used for calculation 265,900,484
265,492,533

2.  Shareholders

  Major Shareholders:

Pepsi-Cola (Thai) Trading Co., Ltd.

Core Business: Importing, production, buying, selling, distributing,
packing in cartons, bottling, and exporting of

  all types of beverage products, including raw materials or ingredients
  used in production.

Seven-Up Nederland, B.V.

Core Business: Foreign investment.

  Shareholders list

As of the close of Share Register Book on April 9, 2008:

  ------- --------------------------------------- ------------ -------------
  Order   Name                                    Number of    % of Total
                                                  Shares       Shares

  1       Pepsi –Cola (Thai) Trading Co., Ltd.    66,321,960   24.98

  2       Seven-Up Nederland, B.V.                44,140,000   16.63

  3       Mr. Nithi Osathanugrah                  23,456,340   8.84

  4       Thai NVDR Company Limited               13,073,470   4.92

  5       Bangkok Rinvest Company Limited         10,728,030   4.04

  6       Aberdeen Growth                         6,447,000    2.43

  7       Aberdeen LTF                            4,994,500    1.88

  8       Mr.Somchai Bulsook                      4,118,913    1.55

  9       Mrs.Somporn Osathanugrah                3,378,890    1.27

  10      Mrs. Supa Supantharida                  3,206,800    1.21
  ------- --------------------------------------- ------------ -------------

8.3 Dividend Pay-out Policy

  Dividend policy for Serm Suk Public Co., Ltd. and its subsidiary
  company:

No payment of dividend from other fund except profit, there will be no
dividend payment if the Company still carries accumulative losses.

  Dividend will be paid for each share equally.

The Board of Directors may declare interim dividend payment to the
shareholders if the Company has sufficient profit for the payment and
has to report such payment to the shareholders in the subsequent
shareholders’ meeting.

Dividend payment must be made within 1 month after the approval from the
shareholders’ meeting or the Board of Directors. Notification of such
dividend payment must be sent to the shareholders and published in a
Thai newspaper for 3 consecutive days.

In case the Company has not fully issued all its registered shares or
the Company has registered for share capital increase, with approval
from the shareholders’ meeting, the Company may pay part or all of the
dividends by issuing new ordinary shares to the shareholders.

The Company has the policy to pay dividend with payout ratio not less
than 40% of its net profit of each fiscal year of separate financial
statements after providing a legal reserve and carried forward loss (if
any) as required by law. However, the actual dividend payment will
depend on the Company’s cash flow position, investment plan, obligations
and other conditions of the agreements as well as other necessities and
appropriateness in the future.