7. Shareholding Structure

7.1 The Company’s Securities

As at 31 March 2010, the Company had registered capital of Baht
7,704,149,999 and registered paid-up capital of Baht 7,614,391,803,
divided into 7,614,391,803 shares at a par value of Baht one per share.

As at 17 June 2010, the Company has registered capital of Baht
65,142,190,902 and registered paid-up capital of Baht 54,813,275,885,
divided into 54,813,275,885 shares at a par value of Baht one per share.

7.2 Shareholders

Top 10 major shareholders according to the book closing date as at 17
June 2010, are as follows:

  ---------------------------------------------- ---------------- ---------
  Name of Shareholder                            Number of Shares %

  1. Mr. Keeree Kanjanapas Group*                24,995,400,859   45.60

  2. Siam Capital Developments (Hong Kong)       12,609,092,693   23.00
  Limited                                                         

  3. Siam Infrastructure Limited                 5,178,622,804    9.45

  4. UOB Kay Hian (Hong Kong) Limited – Client   2,158,982,531    3.94
  Account                                                         

  5. Bangkok Bank Pcl.                           1,723,592,238    3.14

  6. Mr. Lo Wing Kong                            603,750,000      1.10

  7. VMS Private Investment Partners II Limited  450,000,000      0.82

  8. Mr. Wanchai Panvichien                      421,100,000      0.77

  9. Thai NVDR Co., Ltd.                         311,331,292      0.57

  10. Tanayong Food & Beverage Co., Ltd.**       271,843,540      0.50
  ---------------------------------------------- ---------------- ---------

  * Mr. Keeree Kanjanapas Group consists of Mr. Keeree Kanjanapas, Mr.
  Kavin Kanjanapas, K2J Holding Co., Ltd., Saraburi Property Co., Ltd.,
  Amfield Holdings Pte. Ltd. and Crossventure Holdings Limited.

  ** The subsidiary holds the shares of the Company for the creditors
  pursuant to the business rehabilitation plan of the Company. The
  shares of which now wait to be transferred to the creditors in the
  future.

7.3 Dividend Payment Policy

7.3.1 Dividend Payment Policy of the Company

The Company has a policy of paying dividend at the rate of no less than
50 percent of net profit after tax in accordance with the Company’s
financial statements (on a standalone basis). The Company shall pay
dividend in the following fiscal year taking into consideration the cash
flow from the operation of the business. The annual dividend payment
announcement must be approved at the Annual General Meeting of
Shareholders. As for the interim dividend payment, the Company’s Board
of Directors may deem it appropriate to pay interim dividend if the
Company has sufficient profits and working capital for business
operation after the interim dividend payment. The Board of Directors has
the responsibility to inform shareholders of the payment in the
subsequent shareholders meeting.

The Board of Directors shall take the following factors into account
when considering dividend payment to the shareholders.

-   The Company’s performance, liquidity, current cash flow and
    financial status;

-   Provision and conditions regarding dividend payment as provided in
    the loan agreements, debentures, any contracts which create the
    Company’s liabilities, including agreements or contracts that the
    Company is obliged to comply with;

-   Future business plan and investment capital requirement;

-   Other factors as deemed appropriate by the Board of Directors.

Moreover, the Company must comply with Public Limited Companies Act B.E.
2535 (1992), which states that the Company cannot pay dividend if the
Company has an accumulated loss, even though the Company has a net
profit in that particular year. Additionally, the Public Limited
Companies Act B.E. 2535 (1992) also states that a public company limited
is required to reserve an amount equal to 5 percent of the annual net
profit after deduction of the accumulated loss (if any) as legal reserve
fund until such legal reserve fund is equal to not less than 10 percent
of the registered capital. In additional to the legal reserve fund, the
Board of Directors may consider making other types of reserve fund as
deemed appropriate.

7.3.2 Dividend Payment Policy of Subsidiaries

BTSC

The dividend payment policy of BTSC is to pay dividend of no less than
50 percent of net profits from operations, excluding “extra items” such
as gains (losses) on exchange rate, gains (losses) on business
rehabilitation, interest payments pursuant to the rehabilitation plan
and depreciation. In this regard, in specifying the dividend payment,
the Company may consider (1) reservations pursuant to the law, (2)
restrictions in respect of debts of the Company as per agreement with
its creditors, and (3) expenses and investment funds which would be
required for the next year being taken into account together with
cash-flow projections.

Other Subsidiaries

For subsidiaries, the dividend payment policy takes into consideration
the potential growth of business operation, investment plan, business
expansion, conditions of loan agreements or debentures of the Company
and subsidiaries, together with future necessity and appropriateness.
The dividend payment policy is to pay dividend of no less than 50
percent of net profits after deduction of tax and legal reserve fund
provided that there is no other obligation and that dividend payment
does not affect the normal business operation of that subsidiary.