8. Capital Structure

  8.1 Securities issued by the Company

  • Debt Securities: None

  • Equity Securities:

+------------------------------------+---------------------------------+
| -   Authorized Shares:             | 287.5 million ordinary shares   |
|                                    | with the par value of Baht 10   |
|                                    | per share.                      |
+------------------------------------+---------------------------------+
| -   Issued Shares:                 | 237.5 million ordinary shares.  |
+------------------------------------+---------------------------------+
| -   Shares repurchased and held in | 7.5 million ordinary shares.    |
|     treasury:                      |                                 |
|                                    | (Share Buy-Back Scheme 2)       |
+------------------------------------+---------------------------------+
| -   Issued and Outstanding Shares: | 230 million ordinary shares.    |
+------------------------------------+---------------------------------+

  • Derivatives: None

  8.2 Shareholders of the Company

  The top 10 major shareholders¹ as of August 22, 2008 are the
  following:

  ----- ------------------------------------------ ------------ -------------
  No.   Shareholders                               Number of    Percentage
                                                   Shares Held  (%)²

  1     Sunrise Equity Company Limited             80,065,840   33.712

  2     Thai Roc-Cem Company Limited               77,628,433   32.686

  3     CLEARSTREAM NOMINEES LTD.                  8,350,200    3.516

  4     JPMSSPL                                    7,051,100    2.969

  5     NORTRUST NOMINEES LTD.                     5,627,800    2.370

  6     THAI NDVR Company Limited                  2,654,052    1.117

  7     HSBC (Singapore) Nominees PTE LTD.         2,411,693    1.015

  8     Vayupak Mutual Fund I by MFC Asset         2,254,000    0.949
        Management Public Company Limited                       

  9     Vayupak Mutual Fund I by Krungthai Asset   2,254,000    0.949
        Management Public Company Limited                       

  10    Mrs. Sasithorn Ratanarak                   2,085,040    0.878
  ----- ------------------------------------------ ------------ -------------

  Remarks: 1) Not included 7.5 million shares repurchased and held in
  treasury.

  2) Percentage calculated from 237.5 million ordinary issued shares,
  from TSD database.

3.  Dividend Payment Policy

    The Board of Directors aims at optimizing wealth of its
    shareholders, both through dividend payments and share value,
    without compromising on internal growth and commitment to
    sustainable development.

    Over the past three years dividend payments have been in the range
    of 11 – 14 Baht per share. The Company’s reserve has reached 10
    per-cent of its registered capital. The Board of Directors always
    ensures that there are enough profits to make interim payments and
    final dividend allocations.

    During 2006-2008, Siam City Cement allocated dividends as follows:

    For fiscal year 2008, total dividend is 11 Baht per share

    (Subject to shareholders approval at the 16^(th) Annual General
    Meeting of Shareholders on April 10, 2009)

-   The Board of Directors approved payment of interim dividend on
      August 7, 2008 of 6.50 Baht per share.

-   The Board of Directors proposes the Shareholders to approve payment
      of dividend for the second half of 2008 on April 10, 2009 for 4.50
      Baht per share.

    For fiscal year 2007, total dividend was 14 Baht per share

-   The Board of Directors approved payment of interim dividend on
      August 9, 2007 of 6.50 Baht per share.

-   The Shareholders approved payment of dividend for the second half of
      2007 on April 10, 2008 for 7.50 Baht per share.

    For fiscal year 2006, total dividend was 14 baht per share

-   The Board of Directors approved payment of interim dividend on
      August 10, 2006 of baht 6.50 per share.

-   The Shareholders approved payment of dividend for the second half of
      2006 on March 14, 2007 of baht 7.50 per share.