8 Capital Structure

  8.1 Securities of the Company

-   The Company has a registered and fully paid-up capital of Baht
    846,701,430 divided into 84,670,143 ordinary shares at Baht 10 each.

-   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% of the total issued
    and paid-up shares of the Company.

  As of the latest share register book closing on 30^(th) December 2005,
  the total shares held by Thai Trust Funds and Thai NVDR Company
  Limited in the Company’s shares are 4,987,866 shares or 5.89% and
  490,108 shares or 0.58% of the total issued and paid-up shares of the
  Company respectively. Pursuant to the provisions of the prospectus of
  Thai Trust Fund and Thai NVDR Company Limited (“NVDR” = Non-Voting
  Depository Receipt), they will not attend nor vote in any meeting of
  shareholders meeting of LRH other than delisting. Then the shares held
  by Thai Trust Fund and Thai NVDR Company Limited will not be
  considered for quorum and voting in shareholders’ meeting except when
  LRH 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.

  8.2 Shareholders

  Major shareholders as at the last share register book closing on
  30^(th) December 2005 ^(#)

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

  1     Banyan Tree Holdings Pte Ltd Group of                     40,969,165      48.39
        Companies                                                                 

        (1) Banyan Tree Holdings Pte Ltd          38,230,149                       

        (2) Banyan Tree Resorts & Spas (Thailand) 2,317,911                       
        Company Limited *                                                         

        (3) Kim Eng Ong Asia Securities (Pte) Ltd 421,105                          
        **                                                                        

  2     Thai Wah Public Company Limited                           29,447,324      34.78

  3     Thai Trust Funds ***                                      4,987,866       5.89

  4     Goldman Sachs & Co                                        1,201,500       1.42

  5     Mr. Suvit Laohapholwattana                                1,000,000       1.18

  6     Gerlach & Co-Dimensional Emerging Markets                 545,800         0.64
        Value Fund, Inc.                                                          

  7     Dusit Thani Public Company Limited                        500,000         0.59

  8     Thai NVDR Company Limited                                 490,108         0.58

        Other Minority Shareholders                               5,528,380       6.53

        Total                                                     84,670,143      100.00
  ----- ----------------------------------------- --------------- --------------- --------

  Note

  # = Update shareholder information prior to the 2006 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 Pte
  Ltd

  ** = Broker of Banyan Tree Holdings Pte Ltd and its Group of Companies

  *** = Banyan Tree Holdings Pte Ltd holds 2,870,106 units in Thai Trust
  Funds

  8.3 Dividend policy of the Company

  The dividend policy of the Company is structured into 2 components as
  follows:

-   a fixed component amounting to one third of net earnings for the
    year attributable to its shareholders; and

-   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.  8.4 Dividend policy of the subsidiaries

-   There is no dividend policy.