8. CAPITAL STRUCTURE 

8.1 The Company’s Securities 

8.1.1 Registered and paid-up capital 

  The following table shows details of the Company’s capital, as at 31
  December 2008:

  Registered Capital

As at 31 December 2008

+----------------+------------------+------------+--------------------+
|                | Number of Shares | Par Value  | Registered Capital |
|                |                  |            |                    |
|                |                  |            | (Baht)             |
+----------------+------------------+------------+--------------------+
| Ordinary       | 920,919,935      | 1.00       | 920,919,935        |
| shares         |                  |            |                    |
+----------------+------------------+------------+--------------------+
| Preferred      | 1,782,750        | 1.00       | 1,782,750          |
| shares         |                  |            |                    |
+----------------+------------------+------------+--------------------+
| Total          | 922,702,685      |            | 922,702,685        |
+----------------+------------------+------------+--------------------+

  Paid-up Capital

As at 31 December 2008

+----------------+------------------+------------+--------------------+
|                | Number of Shares | Par Value  | Registered Capital |
|                |                  |            |                    |
|                |                  |            | (Baht)             |
+----------------+------------------+------------+--------------------+
| Ordinary       | 728,269,472      | 1.00       | 728,269,472        |
| shares         |                  |            |                    |
+----------------+------------------+------------+--------------------+
| Preferred      | 1,782,750        | 1.00       | 1,782,750          |
| shares         |                  |            |                    |
+----------------+------------------+------------+--------------------+
| Total          | 730,052,222      |            | 730,052,222        |
+----------------+------------------+------------+--------------------+

  In the first quarter of 2008, 66,700 preferred shares (2007: 377,400
  shares) were converted into ordinary shares at ratio of one preferred
  share to one ordinary share. The Company registered this conversion
  with the Ministry of Commerce on 14 March 2008.

8.1.2 Preferred Shares

  As at 31 December 2008, the Company had issued and paid-up preferred
  shares of 1,782,750 shares. Preferred shareholders have similar rights
  to ordinary shareholders, except for the right to dividends, which is
  detailed in Section 8.3 Dividend Policy. In February of every year,
  preferred shareholders can convert their preferred shares into
  ordinary shares at the rate of one preferred share to one ordinary
  share.

8.1.3 Thai Trust Funds of Non-Voting Depository Receipts (NVDR) 

  As at 30 December 2008, there were 50,027,585 shares (including both
  preferred shares and ordinary shares) held in NVDR. This accounts for
  6.85% of the total shares. The shares held by NVDR will not be
  entitled to voting rights.

8.1.4 Convertible bonds 

  As at 31 December 2008, the Company has two tranches of convertible
  bonds in a total outstanding amount of Baht 550 million. Details of
  each tranche are as follows:

  ------------------------------------------------------------------------
  Name             BH Partly Secured           BH Partly Secured
                   Convertible Bonds Series #1 Convertible Bonds Series #2
                   Due 2012                    Due 2012
  ---------------- --------------------------- ---------------------------
  Date of issue    24 August 2000              24 August 2000

  Issuing amount   Baht 300 million            Baht 1,000 million

  Outstanding      Baht 300 million            Baht 250 million
  amount                                       

  Maturity         12 years                    12 years

  Coupon rate      2.5% for year 1-4, 5% for   1%
                   year 5-8 and 10% for year   
                   9-12                        

  Terms of payment Semiannually                Semiannually

  Current          Baht 4.55                   Baht 3.50
  conversion price                             

  Conversion       The bondholders have the    The bondholders have the
  option           option to convert the bonds option to convert the bonds
                   into ordinary shares        into ordinary shares
                   throughout the life of the  throughout the life of the
                   bonds                       bonds

  Forced           On the maturity date, the   On the maturity date, the
  conversion       Company has the option to   Company has the option to
  feature          either redeem the           either redeem the
                   convertible bonds or to     convertible bonds or to
                   convert the bonds into      convert the bonds into
                   ordinary shares             ordinary shares

  Collateral       A mortgage of the Company’s A mortgage of the Company’s
                   land                        land

  Credit rating    Not required as the bonds   Not required as the bonds
                   were issued to specific     were issued to specific
                   investors with restriction  investors with restriction
                   on transfer of the bonds of on transfer of the bonds of
                   maximum of 10 bondholders   maximum of 10 bondholders
                   at any time                 at any time
  ------------------------------------------------------------------------

8.1.5 Agreement between major shareholders

  A letter of undertaking has been signed between the Company, Istithmar
  and Temasek that Istithmar and Temasek together shall be entitled to
  nominate a single director and a single observer to the Company’s
  Board of Directors, whereby the director seat and observer seat shall
  be rotated between Istithmar and Temasek every year, so long as the
  combined shareholding by Istithmar and Temasek continue to exceed 5%
  of the Company’s ordinary shares on a fully diluted basis.

8.2 Shareholders

  List of the Company’s 10 major shareholders as at 30 December 2008 is
  as follows:

+------------------------------------------+------------+--------------+
| Shareholder                              | Number of  | Sh           |
|                                          | shares*    | areholding** |
|                                          |            |              |
|                                          |            | (%)          |
+==========================================+============+==============+
| 1. Bangkok Insurance Pcl.                | 96,099,702 | 13.16        |
+------------------------------------------+------------+--------------+
| 2. Sinsuptawee Asset Management Co.,     | 63,258,514 | 8.66         |
| Ltd.                                     |            |              |
+------------------------------------------+------------+--------------+
| 3. UOB Kay Hian (Hong Kong) Limited -    | 58,673,690 | 8.04         |
| Client Account                           |            |              |
+------------------------------------------+------------+--------------+
| 4. Thai NVDR Co., Ltd.                   | 50,027,585 | 6.85         |
+------------------------------------------+------------+--------------+
| 5. Littledown Nominees Limited 9         | 43,774,600 | 6.00         |
+------------------------------------------+------------+--------------+
| 6. Istithmar PJSC                        | 43,370,743 | 5.94         |
+------------------------------------------+------------+--------------+
| 7. State Street Bank and Trust Company   | 27,420,000 | 3.76         |
| for London                               |            |              |
+------------------------------------------+------------+--------------+
| 8. Wattanasophonpanich Co., Ltd.         | 25,121,875 | 3.44         |
+------------------------------------------+------------+--------------+
| 9. Citibank Nominees Singapore Pte.      | 21,685,372 | 2.97         |
| Ltd. - Aranda Investments Pte. Ltd.      |            |              |
+------------------------------------------+------------+--------------+
| 10. TLS Alpha Pte. Ltd.                  | 21,685,371 | 2.97         |
+------------------------------------------+------------+--------------+
| Total                                    | 4          | 61.79        |
|                                          | 26,197,517 |              |
+------------------------------------------+------------+--------------+

  * Number of shares includes both preferred shares and common shares

  ** The calculation of holding percentage includes both preferred
  shares and ordinary shares

  The Company has shareholders in the top ten major shareholders list
  who are foreign financial institutions or custodians acting as trust
  companies or nominee accounts. Except for Citibank Nominees Singapore
  Pte. Ltd. - Aranda Investments Pte. Ltd. and TLS Alpha Pte. Ltd.,
  which are representatives of Temasek, the Company has no knowledge of
  the ultimate shareholders of these companies as these shareholders
  have never nominated their representatives to serve on the Board of
  Directors or take part in the management of the Company.

  Shareholders with significant influence on the policies or management
  of the Company

  Bangkok Bank Public Company Limited, the major shareholder of the
  Company with 9.75%* shareholding, has two representatives on the Board
  of Directors, which are Mr. Chatri Sophonpanich and Mrs. Kulathida
  Sivayathorn. The other group of major shareholders, Istithmar and
  Temasek, with a total shareholding of 11.88%**, has one rotating board
  seat between the two. Currently, Mr. Felix Herlihy from Istithmar is
  the representative on the Company’s Board of Directors.

  * Data as of 30 December 2008; the shareholding includes that of
  Sinsuptawee Asset Management Co., Ltd. and Bangkok Bank Pcl.

  ** Data as of 30 December 2008; the shareholding includes that of
  Istithmar PJSC, Aranda Investments Pte. Ltd. and TLS Alpha Pte. Ltd.

8.3 Dividend Policy

8.3.1 The Company’s dividend policy is as follows:

  8.3.1.1 When the Company has net profit which can be distributed to
  shareholders, the preferred shareholders will receive dividends before
  the ordinary shareholders. In any year that dividends distributed to
  the preferred shareholders reach 15% of the capital represented by the
  preferred shares, the balance of the profit shall be distributed to
  the ordinary shareholders at any amount as determined by the
  shareholders meeting.

  In any year that the Company is able to distribute dividends of more
  than 15% of its capital, the shareholders of both types shall receive
  the dividends equally.

  8.3.1.2 For the payment of dividends, the Board of Directors is to
  follow the resolution of the shareholders’ meeting.

  8.3.1.3 For every dividend payment, the Company shall reserve at least
  5% of the profit as appropriated statutory reserve, until the reserve
  accounts for 10% of the Company’s capital.

  8.3.1.4 Accrued dividends are not entitled to any interest payment.

8.3.2 Subsidiaries’ dividend policy is as follows:

  8.3.2.1 When the company has profit which can be distributed to
  shareholders, the company is eligible to pay dividends to its
  shareholders at any amount in accordance with the resolution of
  shareholders’ meeting.

  8.3.2.2 Accrued dividends are not entitled to any interest payment.

  On 25 February 2009, the Board of Directors approved, subject to
  shareholders’ approval in shareholders’ meeting to be held in April
  2009, a dividend payment for the year 2008 to preferred and ordinary
  shareholders at the rate of Baht 0.80 per share, totaling Baht 584
  million, which is a 49% pay-out ratio. The Company already paid an
  interim dividend of Baht 0.40 per share, totaling Baht 292 million, on
  4 September 2008. The remaining dividend payment of Baht 0.40 per
  share, amounting to Baht 292 million will be paid after the
  shareholders’ approval.

  For the year 2007, the Company paid dividend of Baht 0.80 per share,
  totaling Baht 584 million, or 49.0% pay-out ratio. The net profit used
  to calculate the dividend pay-out ratio is the consolidated net profit
  for 2007, netted off with the non-cash share gain from CDE Trading
  Company Limited, which is a one-time non-operating item.