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

  As of the latest share register book closing on 29^(th) December 2006,
  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
  879,808 shares or 1.04% 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
  29^(th) December 2006 ^(#)

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

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

        (1) Banyan Tree Holdings Limited          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                                        1,209,200       1.43

  5     Mr. Suvit Laohapholwattana                                990,200         1.17

  6     Thai NVDR Company Limited                                 879,808         1.04

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

  8     Dusit Thani Public Company Limited                        500,000         0.59

        Other Minority Shareholders                               5,140,780       6.07

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

  Note:

  # = As of the last shares register book closing date. Updated
  shareholder information prior to the 2007 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

  ** = Broker of Banyan Tree Holdings Limited and its Group of Companies

  *** = Banyan Tree Holdings Limited 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.  Dividend policy of the subsidiaries

-   There is no dividend policy.