6. Capital Structure

  6.1 Securities of the Company

-   The Company has a registered capital of Baht 2,116,753,580 and
    issued and paid-up capital of Baht 1,666,827,010 divided into
    166,682,701 ordinary shares at par value of Baht 10 per share.

-   The Company has no shares of which the rights and conditions are
    different from the ordinary shares.

-   The Company is participating in the Thai Trust Fund Scheme and has
    consented to the Thai Trust Fund’s investment in and holding of the
    Company’s shares in the amount not exceeding 20 percent of the total
    issued and paid-up shares of the Company.

  As of the latest share register book closing on 30 December 2011, the
  total shares held by Thai Trust Fund Management Co., Ltd and Thai NVDR
  Company Limited (a subsidiary wholly owned by the Stock Exchange of
  Thailand issuing “Non-Voting Depository Receipt” or “NVDR”) in the
  Company’s shares are 23,469,665 shares or 14.1 percent and 1,270,508
  shares or 0.8 percent of the total issued and paid-up shares of the
  Company respectively. Pursuant to the provisions of the prospectus of
  Thai Trust Fund Management Co., Ltd and Thai NVDR Company Limited,
  they will not attend nor vote in any meeting of shareholders’ meeting
  of the Company other than delisting. Then the shares held by Thai
  Trust Fund Management Co., Ltd and Thai NVDR Company Limited will not
  be considered for quorum and voting in shareholders’ meeting except
  when the Company wishes to delist its shares from the Stock Exchange
  of Thailand.

-   The Company has not issued any debentures, notes, convertible
    securities, debt instruments, etc.

-   There are no shareholding agreements among the major shareholders,
    to which the Company is a party, which has an effect on the issue
    and offer for sale of securities or business operations of the
    Company.

  6.2 Shareholders

  6.2.1 Major shareholders as at 30 December 2011 ^(#)

  ----- ----------------------------------------- ------------ --------------- -------
  No.   Shareholders                              No. of       Total           %
                                                  Shares Held  Shareholdings   

  1     Banyan Tree Holdings Limited Group of                  91,422,911      54.8
        Companies                                                              

        (1) Banyan Tree Holdings Limited          74,632,342                    

        (2) Banyan Tree Resorts & Spas (Thailand) 15,737,807                   
        Company Limited *                                                      

        (3) Kim Eng Securities Pte Ltd **         1,052,762                     

  2     Thailand Securities Depository Co., Ltd.               25,823,988      15.5
        for Depositors                                                         

  3     Thai Trust Fund Management Co., Ltd. ***               23,469,665      14.1

  4     Universal Starch Public Company Limited                3,513,100       2.1

  5     Goldman Sachs & Co                                     3,000,500       1.8

  6     Mr. Suvit Laohapholwattana                             2,402,300       1.4

  7     Citibank Nominees Singapore Pte Ltd-UBS                1,374,400       0.8
        AG London Branch                                                       

        -NRBS IPB Client SEG                                                   

  8     East Fourteen Limited-Dimensional EMER                 1,342,400       0.8
        MKTS VALUE FD                                                          

  9     Thai NVDR Company Limited                              1,270,508       0.8

  10    Dusit Thani Public Company Limited                     1,250,000       0.8

        Other Minority Shareholders                            11,812,929      7.1

        Total                                                  166,682,701     100.0
  ----- ----------------------------------------- ------------ --------------- -------

  Remarks:

  # = As at the last share register book closing date. Updated
  shareholder information prior to the 2012 Annual General Meeting can
  be accessed through www.lagunaresorts.com, the Company’s corporate
  website.

  * = A company which is under the control of Banyan Tree Holdings
  Limited.

  ** = Holds the Company shares for and on behalf of Banyan Tree Hotels
  & Resorts Pte. Ltd., a wholly-owned subsidiary of Banyan Tree Holdings
  Limited.

  *** = Banyan Tree Holdings Limited holds 18,175,265 units in Thai
  Trust Fund Management Co., Ltd.

2.  Major shareholder who has significant influence on determining
    Company’s policy or the operation of business

  Banyan Tree Holdings Limited is a listed company in the Singapore
  Exchange operating as a leading manager and developer of premium
  resorts, hotels and spas in the Asia-Pacific. It is a major
  shareholder holding 65.8 percent in aggregation of both direct and
  indirect of the total shares issued and paid-up of the Company.

  6.3 Dividend Policy of the Company

  The Company’s dividend policy is structured into 2 components as
  follows:

  1) A fixed component amounting to one-third of the consolidated net
  profit for the year attributable to the shareholders; and

  2) A variable component subject to the Board of Directors' discretion
  on the availability of cash after taking into account major capital
  expenditure and debt repayment obligations in the following year.

4.  Dividend Policy of the Subsidiaries

  There is no dividend policy.