Capital structure

1.  Company’s securities

    a.  The Company’s common shares

As of 31 December 2005, the Company had total registered capital and
paid-up capital of Baht 3,983,526,260 (1,991,763,130 shares with par
value of Baht 2.00 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
2005, 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 2005, investors had bought KGI NVDRs totaling
88,589,236 shares (equivalent to 4.45% of paid-up capital). (Investors
can search for information on NVDRs in the SET’s website at
www.set.or.th/nvdr)

(d) Bill of Exchange (B/E)

A board of directors meeting No.5/2005 dated November 10^(th), 2005
approved the Company to issue bills of exchange. The maximum value of
the bills shall not exceed Baht 1,000 million (One thousand million),
tenor shall not to exceed 270 days, and the bills are to be issued
within 1 year upon SEC’s approval. As of 31 December 2005, the Company
had no outstanding B/Es.

(2) Company’s shareholders

KGI Group is the Company’s major shareholder, owning approximately
34.98% of the Company’s shares as of 31 March 2005 (the last
registration close book date). The top ten shareholders in the share
register book are as follows:

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

  1. Rich Point Company Limited*     545,864,400         27.41

  2. Bangkok Tiger Co.,Ltd*          121,650,000         6.11

  3. The Thai NVDR Co.,Ltd           59,970,997          3.01

  4. Pacific Line Co.,Ltd*           29,100,000          1.46

  5. HSBC (Singapore) Nominee PTE    22,065,774          1.11
  Ltd                                                    

  6. Mr.Viroj Tansirikongkol         13,804,300          0.69

  7. Mr.Chatchaval Piyaprapanpong    11,640,300          0.58

  8. Mr.Kamol Ealsivikul             10,000,000          0.50

  9. Mr.Chotivit Techavibool         9,063,034           0.46

  10.Mr.Sieng Jangrungrueng          8,896,000           0.45

  Total                              832,054,805         41.77
  ---------------------------------- ------------------- ----------------

Note: * companies which held shares belonging to KGI Group

(3) Company’s dividend policy

The Company’s dividend policy is that dividend payout will be considered
by the Board of Directors, and further 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.

On 21 April 2005, the annual general meeting of the Company’s
shareholders passed a resolution for the Company to declare a dividend
of Baht 0.10 per share, totaling Baht 199 million for distribution to
shareholders in respect of the earnings for the year 2004. Such dividend
was paid on 20 May 2005.

On 24 February 2006, the Board of Directors’ Meetings No. 1/2006
clarified that the Company cannot pay dividend because of a change in
interpretation of regulations. Details as follow:

On 16 November 2005, The Office of the Securities and Exchange
Commission issued an announcement providing guidelines on how to record
the offset of a share capital reduction against a retained deficit, with
reference to the opinion expressed by the Federation of Accounting
Professions (“FAP”) in a letter dated 10 November 2005, in respect of
recording the offset of premiums or reserves against deficits in
retained earnings while there is still share discount outstanding in
shareholders’ equity. It opined that companies must use the share
premium arising as a result of a capital reduction to eliminate the
outstanding share discount first, and then any remaining premium can be
used to offset the deficit; and that any companies whose accounting does
not accord with such principle should take corrective action,
implementing the changes with immediate effect.

However, on 26 January 2006, the FAP issued a letter relaxing the
enforcement of this accounting method, whereby it allowed companies to
reduce share capital to eliminate any share discount. The Company chose
to reduce its share capital and transfer the resulting share premium to
eliminate the share discount. The capital reduction plan and the
transfer of share premium to eliminate the outstanding share discount
will next be proposed for approval by a meeting of the shareholders.

According to the FAP’s letters, while this process has not yet been
completed if any dividend is paid by the Company the balance of retained
earnings remaining after such dividend payment must not be less than the
balance of the share discount. As at 31 December 2005, the outstanding
balances of the Company’s share discount, net of share premium, is Baht
1,010 million and the retained earnings is Baht 924 million. As a
result, the Company cannot pay dividend.

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. In 2005, One
Asset Management Co., Ltd., 95% owned by the Company, announced a
dividend payment of Baht 5.63 per share. The Company received dividend
from One Asset Management Co., Ltd. of Baht 56.41 million. (see details
of dividend in section 26 of the Notes to Financial Statements)