8. Capital structure

  (1) Company’s securities

a.  Company’s common stock

As of 31 December 2008, the Company had total registered capital and paid-up capital of Baht 1,991,763,130 (1,991,763,130 shares with par value of Baht 1.00 per share). 

  (b) The Company’s Thai Trust Fund

  Thai Trust Fund Management Co., Ltd., a wholly owned subsidiary of the
  Stock Exchange of Thailand (SET), was established on December 17, 1996
  with registered capital of 100 million baht. Thai Trust Fund is a
  passive open-ended mutual fund and does not participate in corporate
  decision-makings.

  Following the resolution of KGI Securities (Thailand) Public Company
  Limited Extraordinary Shareholders Meeting No. 1/2001 dated March
  8^(th) 2001, the Company joined the Thai Trust Fund program. The
  objective was to stimulate investment from foreign investors and to
  increase the liquidity of the Company’s shares. The fund is permitted
  to hold no more than 25% of the total shares of the Company, and
  foreign investors in the Thai Trust Fund have no voting rights.
  However, as of 31 December 2008, there were no shares held in the Thai
  Trust Fund.

  (c) Non Voting Depository Receipts (NVDRs)

  Non-Voting Depository Receipt is a trading instrument issued by the
  Thai NVDRs Company Limited, a wholly owned subsidiary of The Stock
  Exchange of Thailand (SET). The main purpose of NVDRs is to help
  eliminate foreign investment barriers, such as the foreign investment
  limits. By investing in NVDRs, investors will receive all financial
  benefits; i.e., dividends, right issues or warrants, as if they had
  invested in a company's ordinary shares. The only difference between
  investing in the NVDRs and the company's shares is the voting right.
  Unlike ordinary shareholders, NVDRs holders cannot be involved in
  company decision-making. Additionally, although the NVDRs is designed
  mainly to ease foreign investment barriers, the SET does not prohibit
  Thai investors from trading this instrument.

  As of 31 December 2008, investors had bought KGI NVDRs totaling
  136,763,506 shares (equivalent to 6.87% of paid-up capital).
  (Investors can search for information on NVDRs in the SET’s website at
  www.set.or.th/nvdr)

  (2) Company’s shareholders

  KGI Group is the Company’s major shareholder, owning approximately
  34.98% of the Company’s shares as of 24 April 2008 (the last
  registration close book date). The top ten shareholders are as
  follows:

  ------------------------------------------------ -------------- ------- ------
  Shareholder                                      Number of              %
                                                   shares                 

  1. KGI Group*                                    696,614,400    34.98   

  2. THAI NVDR Co.,LTD                             124,692,956    6.26    

  3. Somers (U.K.) Limited                         56,323,400     2.83    

  4. Gerlach&Co.-Third Avenue International Value  39,319,600     1.97    
  Fund                                                                    

  5. Gerlach&Co.-Dimensional Emerging Markets      14,256,100     0.72    
  Value Fund                                                              

  6. State Street Bank and Trust Company for       13,429,900     0.67    
  Australia                                                               

  7. HSBC (Singapore) Nominees PTE LTD             11,442,124     0.57    

  8. State Street Bank and Trust Company for       10,201,200     0.51    
  London                                                                  

  9. Mr. Taweechat Chulangkul                      9,000,000      0.45    

  10.Mr. Tawee Asawasopee                          7,550,000      0.38    

  Total                                            982,829,680    49.34   
  ------------------------------------------------ -------------- ------- ------

  Note: * KGI Group comprised of Richpoint Company Limited, Bangkok
  Tiger Limited and Pacific Line Limited.

  (3) Company’s dividend policy

  The Company has a flexible dividend policy. Any dividend payment will
  be considered by the Board of Directors and, if approved, be proposed
  to the shareholders, on a case by case basis, and will take into
  account prevailing business conditions, outlook, investment
  opportunities, and other relevant factors.

  For our subsidiary’s dividend policy, the subsidiary’s board will
  recommend the appropriate dividend by looking at the profit of the
  subsidiary company and available investment opportunities.

  (see details of dividend in section 29 and 33.2 of the Notes to
  Financial Statements)