Capital structure

1.  Company’s securities

    a.  The Company’s common shares

As of 31 December 2004, the Company had total registered capital of Baht
23,049,357,922.50 (3,073,247,723 shares with par value of Baht 7.50 per
share). Issued and fully paid-up capital was Baht 14,938,223,475.00
(1,991,763,130 common shares with par value of Baht 7.50 per share).

The difference between registered capital and paid-up capital of Baht
8,111,134,447.50 (1,081,484,593 shares, each with par value of Baht7.50)
was reserved to accommodate the exercise by the holders of Warrant # 4.

Since Warrant#4 expired on 30 April 2004, , the Company’s Board of
Director will propose to shareholder in the annual general meeting no.
1/2005 that will be held on 21 April 2005 to consider and approve the
reduction of the Company’s registered capital by cancellation of
unissued shares previously reserved to accommodate the exercise by
holders of Warrant #4.

(b) Warrant

The extraordinary general meeting of shareholders no. 1/1999 held on 19
February 1999 approved the issue of warrant no. 4 at 1,520 million units
to existing shareholders whose name appeared in share register book as
of 12 March 1999, free of charge at the ratio of 1 common share to 1
warrant. A total of 943.64 million warrants were issued. Those warrants
are listed in the Stock Exchange of Thailand under the ticker code of
KGI-W4.

The Company adjusted terms and conditions of KGI-W 4 three times as
follows:

+------------------+------------+------------+-----------+------------+
| Terms &          | Existing   | First      | Second    | Third      |
| Conditions       | terms      | Adjustment | A         | Adjustment |
|                  | &          |            | djustment |            |
|                  | conditions |            |           |            |
|                  |            |            |           |            |
|                  | As of      |            |           |            |
|                  | issuing    |            |           |            |
|                  | date       |            |           |            |
+------------------+------------+------------+-----------+------------+
| Exercise ratio   | 1 ordinary | 1.22077    | 0.10      | 0.27806    |
|                  | share      | shares     | shares    | shares     |
| (No. of shares : |            |            |           |            |
| 1 warrant)       |            |            |           |            |
+------------------+------------+------------+-----------+------------+
| Exercise price   | Baht10.00  | B          | Baht5.00  | B          |
|                  | each       | aht8.19152 | each      | aht1.79816 |
|                  |            | each       |           | each       |
+------------------+------------+------------+-----------+------------+
| Effective date   | 31 May     | 30 June    | 1 May     | 12 March   |
|                  | 1999       | 1999       | 2001      | 2003       |
+------------------+------------+------------+-----------+------------+
| Expiry date      | 30 April   | 30 April   | 30 April  | 30 April   |
|                  | 2001       | 2001       | 2004      | 2004       |
+------------------+------------+------------+-----------+------------+

13,869,815 unexercised KGI-W4 expired on 30 April 2004.

(c) 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
2004, there were no shares held in the Thai Trust Fund.

(d) 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 2004, investors had bought KGI NVDRs totaling
47,657,497 shares (equivalent to 2.39% of paid-up capital). (Investors
can search for information on NVDRs in the SET’s website at
www.set.or.th.

(e) Bill of Exchange (B/E)

A board of directors meeting No.5/2004 dated November 11^(th),2004
approved the Company to issue bills of exchange. The maximum value of
the bills is not exceed Baht 1,000,000,000 (One thousand million), tenor
is not to exceed 270 days, and the bills are to be issued within 1 year
upon SEC’s approval. As of 31 January 2005, the Company had issued B/Es
for the value of Baht300 million to financial institutions.

(2) Company’s shareholders

KGI Group is the Company’s major shareholder, owning approximately 34.7%
of the Company’s shares as of 13 May 2004 (the last registration close
book date). The top ten shareholders in the share register book were as
follows:

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

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

  2. Bangkok Tiger Co.,Ltd ^(*)      116,150,000         5.83

  3. The Thai NVDR Co.,Ltd           51,639,633          2.59

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

  5. Mr.Viroj Tansirikongkol         13,228,800          0.66

  6. Mr.Chatchaval Piyaprapanpong    12,640,300          0.63

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

  8. Mr.Kitti Kalayapichet           8,000,035           0.40

  9. ABN Amro Asia Securities        7,925,050           0.40
  Co.,Ltd                                                

  10. Mr. Taveechat Chulangkul       7,800,000           0.39

  Total                              802,348,218         40.27
  ---------------------------------- ------------------- ----------------

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 and other relevant factors.

On 29 April 2004, 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 2003. Such dividend
was paid on 28 May 2004.

Subject to Shareholders’ approval, the Board of Directors meeting,
No.1/2005, that was held on Thursday February 24^(th) 2005, approved the
payment of a dividend for the period from January 1, 2004 to December
31, 2004 of Bt 0.10 per share (a payout ratio of 63%). The share
register book will be closed on March 31^(st) 2005 at noon to determine
the list of shareholders entitled to receive the dividend. The dividend
will be paid on May 20^(th) 2005.

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 2004, One
Asset Management Co., Ltd., 96% owned by the Company, announced a
dividend payment of Baht 6.54 per share. The Company received dividend
from One Asset Management Co., Ltd. of Baht 65.40 million.