Capital structure

1.  Company’s securities

A.  The Company’s common shares

The Company has total registered capital of Bt37,069,343,690. Registered
and paid-up shares are Bt14,933,526,860 (1,493,352,686 common shares
with par value of Bt10 per share).

B.  The Company’s other securities

As of December 31^(st) 2001, the Company had unexercised warrants 3
(KGI-W3) and unexercised warrants 4 (KGI-W4) were 554,971,440 units and
943,558,624 units, respectively. Common shares reserved for exercise of
warrants were 2,129,675,978 shares. Those warrants are listed in the
Stock Exchange of Thailand under the ticker code of KGI-W3 and KGI-W4.

C.  The Company’s Thai Trust Fund (TTFs)

As of March 14^(th) 2001, the Office of Securities and Exchange
Commission granted the approval to establish and manage the investment
units of the Thai Trust Fund (TTF) by investing in the shares of KGI
Securities (Thailand) Public Company Limited. TTF was an open-ended fund
established as a fund for foreign investors. The fund had no maturity.

D.  Non Depository Voting Receipts (NVDRs)

As of December 28^(th) 2001, investors bought 30,227,298 shares
(equivalent to 2.02% of paid-up capital) of Non Depository Voting
Receipts (NVDRs) which had the Company’s common shares as underlying
assets. (Investors can search for information of NVDR in the Stock
Exchange of Thailand’s website at www.set.or.th).

E.  Debentures and convertible debentures

At the Extraordinary General Shareholders’ Meeting No. 1/2001 on March
8^(th) 2001, shareholders voted to sell the shares in the overseas
securities to KGII. In return, the Company received US$35mn in Secured
Convertible Notes and Bt1,575mn in Secured Notes.

2.  Company’s securities

KGI Group is the Company’s major shareholder. As of April 9^(th) 2001
(the last registration close book date), top ten major shareholders as
in the registration book are as follows:

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

  1. Hegemony Pte., Ltd *               463,138,284        31.01

  2. Xenner Pte.,Ltd                    135,278,150        9.06

  3. Bangkok Tiger Co., Ltd. *          121,650,000        8.15

  4. Pacific Line Co., Ltd. *           101,256,041        6.78

  5. SG Securities (Singapore)          49,165,000         3.29
  Pte.,Ltd * , **                                          

  6. One Holdings Public Company        29,935,301         2.00
  Limited                                                  

  7. Thailand Securities Depository     28,893,063         1.93

  8. State Street Bank and Trust        15,151,122         1.01
  Company                                                  

  9. Mr. Wansin Chaiwikrai              15,000,000         1.00

  10. Adkinson Securities Plc.          9,376,192          0.63

  Total                                 968,843,153        64.88
  ------------------------------------- ------------------ ---------------

  Note: * companies related to KGI Group

  ** Collateral held against borrowing by KGI Group

3.  Company’s dividend policy

The Company has policy to pay dividend to shareholders at the rate of
not less than 30% of the Company’s net profit. The dividend policy also
depends upon the Board of Directors’ approval and the Company’s ability
to pay dividend and should receive an approval from the Shareholders
Meeting.