8. Capital Structure

8.1 Securities

  Capital-Ordinary Shares

As at December 31, 2006, 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 265,174,317 consists of 265,174,317 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:

  2006 2005

Basic Earnings per Share Baht 1.97 Baht 1.93

Number of Weighted Average Shares used for calculation 264,931,036
264,447,124

Diluted Earnings per Share Baht 1.96 Baht 1.93

Number of Weighted Average Share used for calculation 265,114,039
264,690,596

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 date of closure of the Share Registry for submission at the
General Meeting of Shareholders on April 5, 2006:

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

  1       Pepsi –Cola (Thai) Trading Co., Ltd.      66,321,960   25.05

  2       Seven-Up Nederland, B.V.                  44,140,000   16.67

  3       Thai NVDR Limited                         32,817,770   12.39

  4       Mr. Nithi Osathanugrah                    23,456,340   8.86

  5       Bangkok Rinvest Co., Ltd.                 9,728,030    3.67

  6       NORBAX INC., 18                           7,255,600    2.74

  7       Mr. Somchai Bulsook                       3,843,170    1.45

  8       Mrs. Somporn Osathanugrah                 3,378,890    1.28

  9       Mr. Peema Bulsook                         3,299,640    1.25

  10      Aberdeen Growth Fund                      3,139,900    1.19

  11      Mr. Jakkris Bulsook                       2,364,711    0.89

  12      TFB For MFC – Thai Fund Investment Plan   2,252,600    0.85
  ------- ----------------------------------------- ------------ -----------

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 policy of the Board of Directors is to propose to the shareholders’
meeting to pay the dividend by not less than 40% of net profit each
year. However, the Board of Directors reserves the right to recommend
paying the dividend on another basis if the Company needs to retain or
reserve the profit for other purposes.