:: Annual Registration Statement 2009 ::

Table of Content

Page Part I Information about the Securities Issuing Company 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12.

General Information Associated Risks Nature of the Business Business Operation of Each Production The Operating Assets Legal Disputes Capital Structure Management Internal Control and Audit Systems Related Party transactions Financial Statements and Operating Results Others Relevant Information

2 3 4 10 15 17 18 21 40 41 43 56

Part II Certification of Accuracy of the Information

Attachment 1 Information about the Management and Controlling parties

1. Information about the management and controlling parties 2. The Companyâ&#x20AC;&#x2122;s directors who are members of the Board directors of the subsidiaries and affiliates companies

58 69

Attachment 2 Directors of Subsidiaries

Attachment 3 Report of the Audit Committee

Attachment 4 Report of the Board of Directorsâ&#x20AC;&#x2122; Responsibilities for Financial Statements

GISTRATION STATEMENT

PART 1 Information about the Securities Issuing Company 1 General Information

Siam City Cement Public Company Limited Registration No. 0107536001346 (Formerly, Bor Mor Jor 208)

Stock Code

SCCC (Listed on the Stock Exchange of Thailand (SET))

Type of business:

Cement manufacturing and distribution

Head office:

Column Tower, 7th - 12th Floor, 199 Ratchadapisek Road, Klongtoey, Bangkok 10110, Thailand

Factory:

• 99 Moo 9 (Plant 1 & 3), and 219 Moo 5 (Plant 2 & Mortar Plant), Mitraparp Road Km. 129 – 131, Tabkwang Subdistrict, Kaengkhoi District, Saraburi 18260, Thailand • 301 Moo 5 ( AFR Platform), Mitraparp Road Km.133, Tabkwang Subdistrict, Kaengkhoi District, Saraburi 18260, Thailand

Telephone:

+ 66 2 797 7000

Fax:

+ 66 2 797 7001 to 2

Website:

www.siamcitycement.com

The Company’s securities 1) Ordinary share Issued and paid-up shares: 2) Debentures Issued Amount: Issued Date: Debenture Name:

Credit Rating of Debenture Tenor: Coupon Rate:

237,500,000 ordinary shares with the par value of 10 baht per share. Among them, 7.5 million shares were bought back by the Company and presently hold in treasury. Baht 4,000 million, 4 million units, Par value 1,000 baht per unit 16 June 2009 Unsubordinated and Unsecured Debentures of Siam City Cement Public Company Limited No. 1/2552 due B.E. 2556 Rated A by Fitch Ratings (Thailand) 4 Years from date of issuance 4.50% per annum

Page 2 of 73

2. Associated Risks Risk and Risk Management The Executive Committee of Siam City Cement Public Company (SCCC) is aware of its responsibilities in good corporate governance in order to maximize shareholders wealth. The Business Risk Management unit under the Strategic Business Planning works on analysing possible risks related to the Company on a 5-year horizon. This unit then reports to the Executive Committee on possible risk factors and recommends solutions on how to manage these risks. In this way, the company is well aware of the possible risks and makes sure these risks are managed properly. 2009 Risk The lower cement consumption, fierce competition in the market, and high energy cost have been identified as risks that may have substantial impact on the performance of the company: 1. Less cement consumption Due to the global economic crisis and domestic political instability that has weakened investors’ and consumers’ confidences, SCCC domestic cement demand experienced dwindled demand due mainly to slowdown in construction investments of residential and government projects. Therefore, an export push for cement and clinker was one important mitigation that has assisted to reduce the risk, to maintain the production at cost efficient level and to increase business opportunity for future market. 2. Fierce competition The Thai cement industry was affected by lower demand that led to more intense competition, especially pressure on pricing in Ready-Mixed concrete (RMX) business due largely to delays of government mega projects. In order to increase business advantage, we have launched initiatives, products and innovation to cope with the competition as follows;

Slag cement (Slag is a by-product of iron refinery) is increasingly being used in the manufacture of blended Portland cement. Due to its high durability and strength, slag cement can be used in both general construction and high-compressive projects such as ports and offshore platforms.

“INSEE Ngarn Lor” is conceived through relentless research and development to be particularly suitable for dry cast concrete applications. The quality of INSEE Ngarn Lor conforms to ASTM C 1157 type GU (Hydraulic Cement for General Construction) standard.

In order to promote INSEE brand and enhance sales channels for customers, SCCC initiated Baan U Sabai house (low cost housing) with the concept of green and energy saving by bundling sales of SCCC products, other construction materials from selected dealers and labor from certified contractors

INSEE InterLock Block is an SCCC innovative CPM product. A patent was registered in Jun’09. Its key features are using much thinner cement in the laying process, thus reducing the overall amount of cement used. In addition the laying work is faster as the blocks have fins that assist in vertical and horizontal alignment. As a result total construction cost decreases due to lower cement usage, and reduced labor cost from shorter construction time.

High energy cost The unit cost of traditional fuel was higher than budgeted. Hence, the company has implemented measures and projects such as Waste Heat Recover (electricity generation), Alternative Fuels & Raw Materials, diversified fuel types, fuel mix optimization and overall operational efficiency improvement in order to minimize and optimize energy cost.

Page 3 of 73

Nature of the Business

3.1

Company History

The Company was incorporated as a company limited on May 16, 1969, with the initial registered capital of Baht 100 million, and later listed on The Stock Exchange of Thailand (“SET”) on April 15, 1977, and converted to a public company limited on November 5, 1993. In 1999, the capital was increased to Baht 3,000 million authorized capital, divided into 300 million ordinary shares with the par value of Baht 10 per share, and Baht 2,500 million paid up. Under 2 shares repurchase schemes in 2003 (scheme 1) and 2006 (scheme 2), 20 million shares, equivalent to 8%, of issued shares bought back are held as treasury stock for the purpose of financial management due to the Company’s excess liquidity. In order to comply with the Ministerial Regulations concerning treasury stock under which the Company has to dispose all of its repurchased shares and not being resold within the prescribed period by reduction of its paid-up capital. Therefore, in 2007, the company reduced its registered and paid-up capital by disposal of all repurchased shares under scheme 1, for 12.5 million shares, or equal to capital of Baht 125 million. As its results, registered capital became Baht 2,875 million, and capital became Baht 2,375 million. In 2010, the company reduced its registered and paid-up capital by disposal of all repurchased shares under scheme 2, for 7.5 million shares, or equal to capital of Baht 75 million. As its results, registered capital became Baht 2,800 million, and capital became Baht 2,300 million in January 2010. 40 Years of Achievment In 2009, Siam City Cement Public Company Limited, one of Thailand’s leading cement manufacturers and distributors, celebrated its 40th anniversary with deep pride and a strong sense of achievement. Throughout the years, the Company has been providing the market with high-quality products under the “INSEE” brand, a name that has become synonymous with quality to customers. The name INSEE has today become a leading brand of cement that is well trusted by customers, a fact that has helped the Company maintain its position in the market through the various peaks and troughs that the Thai economy has experienced over the 40 years since establishment in 1969. Siam City Cement was listed on the Stock Exchange of Thailand (SET) in 1977 and has since shown to all its stakeholders the value of being a good corporate citizen. Over the years, it has excelled in giving its stakeholders the best in quality and this has been evident from the continuous research and development effort over the years to improve and innovate products to meet customers’ demand and expectation. Throughout its 40 years of operations, the Company has played a part in creating the foundations for Thai society by progressively developing technologies with an aim of being a “Solution Provider”. During 2009, when the overall cement and concrete market was in a downturn, the widely recognized ‘INSEE’ brand helped the Company gain market share in the concrete & aggregates segment. The rise in market share came at a time when the overall market shrank, thus giving the Company the optimism of seeing the business further growing in 2010. Among other reasons, it is clear that the customization of products to meet each customer’s demand and the trust that customers have in the ‘INSEE’ brand will help Siam City Cement achieve more successes in the years to come. Innovation – Foundation for a secured future Siam City Cement’s stated vision is to "Provide Foundations for Thailand’s Future." Achieving such a lofty aim requires the Company to be farsighted and, above all, highly innovative. Throughout the past 40 years, Siam City Cement has led the industry in terms of innovation, creating new products and services, manufacturing the best products to meet customer requirements, and striving to continuously make customers and all stakeholders of the Company happy and satisfied. New breakthroughs in cement products were made with the launch of the INSEE range of cement products, including the first premium masonry cement, INSEE Tong. The Company's research & development division is tasked with the development of new products and services. The division aims to create improved quality and more effective products and develop solutions to fulfill customer expectations. Page 4 of 73

The partnership with Swiss-based Holcim gives the Company a cutting edge over its competitors as Siam City Cement can tap into the innovative contributions of its experienced partner. This, coupled with the Company’s dynamism, is a strong recipe for future development which goes further to benefit the Thai society as a whole.

Towards more successes – with care, dynamism and innovation Those, in a nutshell, are Siam City Cement’s proud achievements throughout its 40 years of eventful history. At the same time, they also show the caring, dynamic and innovative side that the Company is confident will lead us towards more successes in the years to come. Major Development in 2009: Customers Marketing & Sales 1. Siam City Cement introduced small concrete mixer trucks with playful themes to serve the retail market. These trucks were designed to be environmentally friendly and to attract attention. The retail operation started in October 2008 and has consistently grown ever since. In order to ensure the highest possible coverage, the expansion plan is being undertaken to cover up-country provinces. 2. Continued to expand the INSEE Concrete Franchise to extend our strategic partnership network and market coverage. 3. The INSEE Brand has achieved strong recognition as one of the top cement brands in Thailand through a focused visibility strategy. This effect was further enhanced with the 40th Anniversary celebrations in the latter half of the year. 4. Broadened the INSEE product line and enhanced the manufacturing standard of our valued customers, INSEE CPM (Concrete Product Manufacturer) franchise offering includes concrete block, slab, pipe and pile. 5. Focusing on innovation that meets both customers’ needs and being environmental friendly, the company launched “INSEE Interlock Block” and the housing solution called “Baan U Sabai”. INSEE CPM franchisees serve as producers and distribution channels for both products. 6. A cement substitute material was introduced as a basis to develop new products that are aimed at specialized applications. For example, “Slag” (a by-product from steel production) is used to produce a sulfate/chloride resistant cement that releases less CO2 into the atmosphere. 7. Customer Relationship Management enhancement through the sub-dealer channels has been implemented in order to ensure the accuracy of our information and maintain a competitive edge in the market. The information is fully utilized to formulate marketing and sales strategies. 8. Introduced a wide range of new value-added cement and concrete products to address the specific requirements of each customer group and enhance SCCC’s competitiveness, for example INSEE Ngan Lor, INSEE TileFix Pro, INSEE FloorCrete, INSEE FreezeCrete and INSEE ThruCrete. Logistics 1. Provided differentiated services to Mono-Brand Platinum customers to improve logistics efficiency and increase customer satisfaction. 2. Implemented First Class Fleet Management Project to improve delivery lead time and on time delivery.

Employees People and Organization Performance 1. Reorganized and transformed the HR function to be able to support SCCC’s continued growth more effectively.

Page 5 of 73

2. Established INSEE Academy as an integrated unit responsible for employee development in all dimensions from functional, managerial and leadership capabilities. 3. Launched the INSEE Excellence Award aiming to motivate and reward employees who demonstrated creative thinking and innovation. Nominated were 291 initiatives/projects with 1,391 employees involved. 4. Structured and Implemented leadership identification and development process as part of company effort to strengthen leadership pipeline. Recognition 1. Award for Outstanding Workplace 2009 (Excellent Labor Relations and Labor Welfare) from the Ministry of Labor for the third consecutive year. 2. Award for Outstanding Workplace 2009 (Excellent Employee Training) from Ministry of Labor. Occupational Health & Safety 1. Adopted and implemented new Five Cardinal Rules to prevent the most critical incidents within the Group and achieve the OH&S goal of “Zero harm to people”. 2. Implemented Fatality Prevention Elements (FPE) on Electrical Safety, Confined Space, Lifting & Supporting Loads for all relevant business units within the Group. 3. Launched Contractor Safety Management (CSM) OH&S Directive to enable safe management of contractor-related activities in high risk operational units. 4. Carried out Fatality Prevention Element Audits on Vehicle & Traffic Safety, Isolation & Lockout and Working at Height for all relevant business units within the INSEE Group Company. 5. Promoted & communicated “Passion for Safety” within the Group and launched INSEE Safety Junior Camp for employees' children by using ‘Stop and Think about Me’ theme. Recognition 1. CONWOOD was awarded for Zero Accident Campaign and Occupational Health & Safety Management from Department of labor protection and welfare, Saraburi. Society and Communities 1. Carried out many educational, environmental or community-improvement projects such as the “80 years, 880 Check Dams INSEE Builds for His Majesty the King”, achieving more than 3,000 check dams completed to date. 2. Established Tabkwang Community and Environment Development Fund for social and culture development, education support and environment preservation. The fund is managed by the villagers themselves. 3. Continued the INSEE Awards program, presented for outstanding construction projects. This is one of the company’s educational support schemes designed to encourage vocational students and teachers to raise the level of their skills and make greater contributions to community development. 4. Continued its financial contribution to the Tabkwang Health Security Fund to support public health services.

Business Partners and Suppliers Logistics 1. Implemented “Transportation Safety Program” for the whole transportation network and “Environment Care At Port” for clinker export. 2. Completed “Centralized Dispatching Management Process” by using Radio Frequency Identification (RFID) for all three plants to improve in-plant logistics visibility and increase efficiency in dispatching process. Page 6 of 73

3. Increased use of waterway transportation of cement bags to the southern region using containerization to increase reliability & speed and also reduce fossil fuel consumption. 4. Pre-loaded bag cement on pallets to reduce loading time and better utilize packing machines. 5. Extended Integrated Supply & Demand Planning to solid fuel and Kraft paper supply and demand planning for better control of inventory and working capital and more productive operations. Procurement 1. The company is in process of implementing a Supplier Relationship Management with the objective to increase relationship with its key suppliers for long-term wins and total overall better values to its business. 2. The company has implemented a Procurement Excellence Program to develop long-term plans and organizational renewal to implement best practices, skills and capabilities for future growth. 3. The company implemented a Procurement Sustainability Development Review to ensure longterm development and effectiveness of its world-class procurement activities. 4. The company has continued to expand the scope of Contractor Management and Services Sourcing Program to Logistic Supply Chain and transportation services with the target to achieve higher efficiency, reliability and also reductions in total cost of ownership. 5. The company enhanced the automated payment system to ensure most efficient, accurate and complete payments. Manufacturing Operations Production 1. Implemented Maintenance Transformation for improved Overall Equipment Efficiency targeting global best performance. 2. Installing Waste Heat Recovery systems at K5 and K6 to use hot gas from kiln and clinker cooler to generate 25 MW of electricity. 3. Optimized fuel cost through process improvement and improved mixing facilities to handle low grade fuels. 4. Proceeded with Alternative Fuel & Raw Material platform expansion. 5. Product Quality Management to comply with global Holcim Quality Standard. Recognition 1. Awarded the Carbon Label for continual reduction in carbon emission in the manufacturing process of INSEE Dang, INSEE Petch, INSEE Dam & INSEE Fah. 2. Wall Street Journal ranked Siam City Cement one of the top 10 companies in Thailand for Quality. Shareholders Finance & Controlling 1. Successfully issued 4,000-million-baht Senior Unsecured Debentures with a period of four years at an interest rate of 4.50 percent per annum. 2. Made substantial progress towards International Financial Reporting Standard (IFRS) convergence to ensure highest quality reporting. 3. Executed a cost reduction program to achieve immediate and significant cash cost benefits compared to financial year 2008. Legal 1. Implemented dividend payment policy to be used in 2010. 2. Invited shareholders to nominate a person to be elected as a director at AGM. Page 7 of 73

3. Conducted shareholdersâ&#x20AC;&#x2122; visit to the Saraburi Plant. 4. Implemented legal assessment in order to improve legal awareness and compliance in accordance with legal requirements. 5. Implemented automatic warning system for all users to ensure that reports for government authorities are prepared and submitted timely and completely. 6. Cascaded Code of Conduct awareness. Recognitions 1. Wall Street Journal ranked Siam City Cement one of the top three companies in Thailand for Corporate Reputation. 2. The Company was evaluated as â&#x20AC;&#x153;Very Goodâ&#x20AC;?, by the AGM assessment 2009 project, organized by Thailand Investors Association.

Page 8 of 73

3.2

Nature of business of the subsidiaries and related company

3.3

Revenue Structure

Page 9 of 73

Business Operation of Each Production

4.1

Nature of products and services The Company operates in the manufacturing and sales of the cement and mortar products under INSEE brands as follows:

INSEE Cement Brand

Type

INSEE Tong

Masonry cement, specially formulated for plastering works

INSEE Dang

Mixed cement, for plastering, bricklaying and ordinary concrete works

INSEE Petch

Portland cement Type-1, for high strength reinforced concrete

INSEE Dum

Portland cement Type-3, for high early strength concrete

INSEE Keaw

Portland pozzolan cement (Fly ash Cement), for high durability concrete or mass concrete structures

INSEE Samut

Portland pozzolan cement - Sulfate and Choride Resistance Cement

INSEE Fah

Portland cement Type-5 - High sulfate resistance cement

INSEE Poon Keaw

Mixed cement, for plastering, bricklaying and ordinary concrete works

INSEE Power Plus

Mixed cement, concentrated formula for plastering, bricklaying and ordinary concrete works

INSEE Mortar Brand

Type

INSEE Mortar Max 11, Green-Red

General Plastering Mortar

INSEE Mortar Max 12, Green-Pink

Fine Plastering Mortar

INSEE Mortar Max 13, Green-Blue

Lightweight block Plastering Mortar

INSEE Mortar Max 14, Green-Dark Blue

Lightweight block Plastering-Special Fine Mortar

INSEE Mortar Max 15, Green-Gray

Concrete Plastering Mortar

INSEE Mortar Max 21, Dark blue-Red

Normal Bricklaying Mortar

INSEE Mortar Max 23, Dark blue-Blue

Lightweight block Bricklaying Mortar

INSEE Mortar Max 31, Brown-Red

Floor Leveling Mortar

INSEE Mortar Max 41, Black-Dark blue

INSEE TileFix Pro-Tile Adhesive

INSEE Mortar Max 42, Black-Silver

INSEE TileFix Silver – High adhesion Tile Adhesive

The Company has focused on value creation on our products and services in order to fulfil our aspiration – “Solution Provider”. With such aspiration, timely respond to customers’ needs and meet customer satisfactions with advanced manufacturing technology and absolute quality control system is the path that we follow. These ensure that our products and services contain higher quality than normal standards. The Company produced clinker,cement and mortar to serve the demand both domestic and export. Currently, SCCC has three cement plants where located in the same location, Saraburi. With the market share of approximately 27 percent, SCCC is the second largest cement producer in the country.

Page 10 of 73

For the domestic sales, we extent the new channel by sales through WebSALES to the customer. Moreover, The Company has developed a new channel concept, called “INSEE SuperPro” to be an agents from traditional stores to a more modern look with systematic processes. Our customer and sales consultants have also been professionally trained to take care of valued dealers in all aspects, providing service, sharing knowledge, offering consultation, and most importantly, delivering solutions. In addition to high quality control and assurance, The Company not only provides technical service teams to recommend product usage and solve any related problems; customers can promptly notify their problems via the Company’s Customer Complaint Call Center. But The company also increased the number of Mobile Lab for mobile lab crew to increase our technical service supports. For the proportion of the Company’s sale in 2009, it comprises of domestics sales and export sales. Key channels of domestic distribution are through: 1) the Company agent network, 2) subsidiaries that produce related products such as ready-mixed concrete, and wood replace product 3) a direct sale to their-party ready-mixed concrete, concrete product manufacturers and large contractors. For overseas sales, Vietnam remained the Company’s biggest export market for clinker. Furthermore, the company and its subsidiaries produce and sale products related to cement such as; Siam City Concrete Co., Ltd.

Ready-mix concrete and aggregates

SCCO is a Ready Mix Concrete supplier, under the name of “INSEE Concrete” brand for many type of construction projects using and “INSEE Aggregate” product, together with service center that genuinely meet customers’ requirements, and a qualified concrete lab supervised by concrete experts who can respond, can provide consultation including after sales service and reliable delivery that equipped with vehicle status control system. CONWOOD Co., Ltd.

Fiber cement

Products under the name of “CONWOOD” brand are the new innovation of construction material that we can replace natural wood from CONWOOD Co., Ltd. (Siam City Cement Group Company). We use green technology from Switzerland to mix with Portland cement and cellulose-fiber without asbestos that is medically proved that cause the pollution and poor health. Because of their wood-like property and lightness comparing with other fiber cement materials, CONWOOD products offer a wide range of applications in terms of construction and renovation. They can be easily used as decorative construction materials such as ceilings, eaves, lathes. Flexible as wood and strong as concrete, CONWOOD products are now becoming the preferred choice among the professional group such as Architects, Home Builders and Home Developers. As an alternative replacement of natural wood, CONWOOD not only offer a wood-like property, but also provides lightness, heat insulation and greatest workability. They can be cut, nailed, screwed, grooved, and sanded, and provide strong, termite-free, fire resistant properties, as well as dimensional stability and durability. Geocycle

a business unit providing total waste management services for industrial, municipal and agricultural sectors in Thailand.

The Company is aware of the important of development for alternative fuels and raw materials in cement production process. It is one of the first pioneer in AFR development in Thailand, founding a business unit to focus on AFR development. With Factory 101 and 106 Licenses granted by Department of Industrial Works, Ministry of Industry, it allows us to handle both hazardous and non-hazardous wastes. This business unit has been well developed until now it is well equipped with experienced employees together with one of the best and biggest alternative fuels pre-processing platforms in Thailand, as well as Geocycle networks which are regarded as leader in waste management at international level. Geocycle received BOI privilege and received Integrated Management System (ISO 9001, ISO 14001 and OHSAS 18001)

Page 11 of 73

4.2 Market and Competition Domestic In 2009, Thai cement industry experienced the lowest domestic cement consumption for the past 6 years at 24.2 million tons. (Ref: Bank of Thailand) Consumption contracted by 2 percent from the previous year. This contraction was due to the global economic crisis that extended into the domestic economy, together with domestic political unrest, that undermine both investors’ and consumers’ confidences to delay their investments. Although, the government has released Economic Stimulus Package 1 and 2 during the year, the benefits of boost construction activity will largely occur in year 2010 and 2011. 2010 cement consumption is projected to increase 3-5% from 2009 as a result of government’s injection under the Stimulus Package 2 worth THB 1.4 trillion. 50% of the budget is planned to be invest in water resources, logistics and social well-being sectors, with approximately THB 300 billion to be spent on construction related materials including iron, steel, cement and gravel. Investor confidence is likely to pick up due to the recovering economic conditions and public transportation development projects such as the extension of mass transit system and road construction to suburban areas which will induce the development of real estate projects along the new transportation routes. Export The global economic downturn continuing from 2008 caused contracted demand in the first half of 2009. From the middle of 2009, however, the recession had bottomed out and demand in key developing markets i.e. Vietnam and Bangladesh, had started to rise. This reflected the increase in volume in the second half, allowing Thailand’s 2009 export volume to reach approximately 14.4 million tons, 8 % decline over the previous year, yet bouncing up from a previous forecast of 13.8 million tons. In 2010, despite the input of the government’s stimulus package, the domestic cement market growth is projected at a modest level only, causing cement manufacturers concentrate on exports in order to optimize their production cost. A worldwide excess of cement is anticipated to create increased competition whilst putting more pressure on selling price. Notwithstanding, some upside is still seen in the emerging markets e.g. Vietnam, Cambodia, Bangladesh. The trading pattern is also anticipated to shift more toward this region. Consequently, we anticipate some upward growth, with the national forecast for 2010 cement export at 16.2 million tons or 9 % increase approximately. Business Forecast for the Cement Industry in 2010 Thai economy tends to improve in a range of 3.5 – 4.5 percent given a strong momentum from the global economic recovery. In this respect, the government direction of economic management in 2010 will focus primarily on policy implementation to assure continue economic recovery in parallel with maintaining economic stability, to foster a broad base economic recovery, and to mitigate the negative impacts from global economic and financial fluctuation. Subsequently, the domestic cement demand will expectedly increase at a moderate growth of 3% from 2009. The key issues of cement industry will emphasize in some certain sectors. The construction sector is expected to be expanded. Public construction is likely to accelerate following implementation projects under stimulus package 2. Likewise, an outlook of private construction tends to improve especially in residential, commercial and industrial components. The real estate sector is expected to be improved as a result of i) higher private and consumer confidence toward economic recovery, ii) slow adjustment on residential price, iii) relaxation of credit approval, iv) increasing numbers of low- and medium-income dwellings, v) new trends of consumer behaviors, which tend to have second accommodations, and iv) solid mass transit plan. The outlook can be significantly influenced by the capability of the Government to resolve investment problems, reestablish investors’ confidence to prevent the bottlenecks that obstruct the investment recovery, and accelerate the investments in public infrastructure in order to stimulate economic growth and construction demand, but it also depends to a large extend on the international economic situation. Page 12 of 73

4.3

Procurement of Raw Materials and Services Production Capacity The Company has 3 cement production plants, with total clinker production capacity of 12.3 million tones per year and cement production capacity of 14.5 million tones per year. Raw Materials and Raw Material Suppliers 92% of raw materials are produced in-house. The Company possesses mining concessions, which entitle it to produce major raw materials for cement manufacturing, i.e. limestone, shale and gypsum. The rest of 8% is procured from outside sources, both domestically and overseas. Alternative Fuels and Raw Materials (AFR) Since 2005, Geocycle has been offering a total waste management service to our customers by transforming those wastes into alternative fuels and raw materials used in cement production process. Wastes derived from both industrial and community sectors were such as electronic, food and beverage, paint and garment, power generation, rubber and leather, steel and metal manufacturing, automotive, furniture, petroleum, pharmaceutical and agriculture as well as sorted municipal solid waste. In 2009, Geocycle put focus on the effort to lift up the laboratory standard. Within this context, Geocycle is expected to be accredited with international standard for laboratory, ISO17025, in 2010 and to re-affirm our laboratory capability. Furthermore, Geocycle also realized the important of being customer centric organization. With this in mind, we had raised the waste transportation standard by increasing the ratio of trucks equipped with GPS in order to monitor and control of our trucks at all times. This will give an assurance to our customers that their reputation will always be protected from any illegal dump or non-compliance activities. In 2008, the Company revisited its initiative on waste heat recovery that once used with No.4 as the first kiln in South East Asia that used the waste heat from cooling tower to generate electricity. Each year Kiln No.4 generated electricity up to 8,000 kilowatt hours. The Company reapplied this concept with Kiln No.5 and 6 which are one of the biggest cement kilns in Asia. It is expected that the project will commence in 2010 and that the Company then can save electricity cost for approximately 500-600 million baht per annum. Environmental Impact In doing the business, social responsibility is always taking into consideration. The Company believes in sustainable growth, which cannot be accomplished without social responsibility. The Company considers environment conservation as one of its most important responsibilities to the society. Green Products – The result of environmentally friendly processes Being “Green” seems to be the current trend, but at Siam City Cement. “Green” has been a natural way of life for a good number of years. The fact that we want to be environmentally friendly has been in our hearts, and various investments and projects have been undertaken towards that direction. Addressing climate change, Siam City Cement was among the first few Thai companies to obtain the Carbon Label, which stipulates that the manufacturing process must show a reduction in CO2 emissions by at least 20% over the past five years. So far, four of its cement products, INSEE Dang, INSEE Petch, INSEE Dum and INSEE Fah, have won this recognition. The Waste Heat Recovery by using heat recovered from cement production process to generate electricity would be able to replace up to 25 percent of its electricity requirement – thus saving precious natural resources for the Company as well as for the national power grid. Page 13 of 73

Siam City Cement Plc. is also active in the field of alternative fuels and raw materials through Geocycle, a world-class processing platform for waste preparation, allowing the recovery of materials, which would otherwise be sent to landfills, trash incinerators or illegal dumps, to be coprocessed in cement kilns as fuel and raw materials in place of traditional natural materials, reducing dependency on fossil fuels and natural resources. The following certifications prove the Company’s determination in maintaining its social responsibility, environment-friendly business and product quality: •

Quality of Laboratory: SCCC ISO/IEC 17025

•

Quality Management System: SCCC and its subsidiaries ISO 9001; version 2000

•

Environmental Management System: SCCC and its subsidiaries ISO 14001

•

Occupational Health & Safety Management System: SCCC and its subsidiaries TIS/ OHSAS 18001

•

CSR-DIW award which was initiated by the Department of Industrial Waste, by applying criteria of ISO 26000 as guideline

The above certifications confirm that the Company is environmental law compliance.

Environmental Impact from Waste Heat Recovery (WHR) Power Plant Project This project dose not require construction of power plant, but will use the thermodynamic technology therefore will not generate any problematical pollution. So its has positive impact, such as less dust emission from kiln process through due to no any fuel combustion. In addition, the project can potentially help to reduce the Carbon Dioxide emission through the reduction of consuming the fossil fuel based power generation from Electic Generating Authority of Thailand (EGAT). This project has obtained the investment promotion from Thailand’s Board of Investment (BOI) for import tax privileges on machinery.

4.4

Work in Progress None.

Page 14 of 73

The Operating Assets

5.1

Property, Plant and Equipment Objective: For business operations of the Company and its subsidiaries as at December 31, 2009

The Company and its subsidiaries are the owner of all assets, a portion of subsidiariesâ&#x20AC;&#x2122; construction thereon and machinery as discussed above is mortgaged as collateral for long-term loans from financial institution amounted to Baht 197 million. 5.2

The Company and its company carry on the business of real property -N/A â&#x20AC;&#x201C;

Page 15 of 73

5.3

Intangible asset

The Company and its subsidiaries have trademarks, concessions for shale and limestone mining in Kaengkhoi and Cholermprakiet, Saraburi, limestone mining and plant license for aggregate in Uthong, Suphanburi, and Gypsum mining in Nongbue, Nakornsawan.

Page 16 of 73

5.4

The Policy on investment in Subsidiary and Associated Companies The Company’s business operation policy is to emphasize on its core business, i.e. cement manufacturing and distribution. Formation any associated company or investment in any subsidiary will be made only when it is in line with this policy. Generally, the Company’s equity interest in a subsidiary is 100%, except in the case of a joint venture company which would depend on the agreement with the joint venture partner(s). With respect to the management, the Company would normally have its representatives in the Board of Directors of the subsidiary and associated company.

The Company’s equity interest and control in the existing subsidiary and associated companies are as follows: Company

Relation / % of shareholding

Number of Participation Directors in policy representing the setting Company/Total of Directors

Siam City Concrete Company Limited

Subsidiary / 99.99

4/5

Yes

Conwood Company Limited

Subsidiary / 99.99

5/5

Yes

Eagle Cement Holdings Company Limited

Subsidiary / 99.99

4/4

Yes

Lanna Resources Public Company Limited

Associated / 44.99

2/13

Khmer Cement Industry Company Limited*

Subsidiary / 75.00

2/3

Yes

Remark: * According to the joint venture agreement, Khmer Cement Industry Company Limited (herein after called “KCI”) was incorporated under the law of Cambodia. KCI commenced its operation on 1 April 2005. However, at the time of its incorporation and until 31 December 2009, the registered capital was equivalent to USD 405,000. The capital will be increased from time to time when the business of the company requires. The Company holds 75 percent interest or equal to USD 303,750.

Page 17 of 73

Legal Disputes

6.1

dispute that may adversely affect the Company assets by over 5% of the shareholdersâ&#x20AC;&#x2122; equity as at December 31, 2009 -None.-

6.2

Pending dispute that may materially affect the Companyâ&#x20AC;&#x2122;s business operation that cannot be assessed in term of monetary value. -None.-

6.3

Pending dispute not arising out of the normal course of business -None.-

Page 18 of 73

Capital Structure

7.1

Securities issued by the Company •

•

Debt Securities: - Type of security:

Unsubordinated, unsecured, and no discount debentures with a name-registered debentures certificate

- Term to maturity

4 years

- Value of debentures

4,000 million baht

- Number of debentures

4 million units

- Par value per unit:

1,000 baht

- Offering price per unit:

1,000 baht

- Issuing date:

June 16,2009

- Maturity date:

June 16,2013

- Coupon rate:

4.5% per annum

- Credit rating

Equity Securities: - Authorized Shares:

287.5 million ordinary shares with the par value of Baht 10 per share.

- Issued Shares:

237.5 million ordinary shares.

- Shares repurchased and held in treasury:

7.5 million ordinary shares. (Share repurchased scheme 2)

- Issued and Outstanding Shares:

230 million ordinary shares.

Derivatives:None

Page 19 of 73

7.2

Shareholding and Management Structures 1 The top 10 major shareholders as of August 21, 2009 are the following:

No.

1 2 3 4 5 6 7 8 9 10

Shareholders

Sunrise Equity Company Limited Thai Roc-Cem Company Limited CLEARSTREAM NOMINEES LTD. JPMSSPL NORTRUST NOMINEES LTD. Vayupak Mutual Fund by MFC Asset Management Public Company Limited Vayupak Mutual Fund by Krungthai Asset Management Public Company Limited Mrs. Sasithorn Ratanarak HSBC (Singapore) Nominees PTE LTD. Miss Pilanuch Ratanarak

Number of Shares Held

Percentage (%)2

80,065,840 77,628,433 8,350,200 7,051,100 6,819,300 2,419,900

33.71 32.69 3.52 2.97 2.87 1.02

2,419,900

1.02

2,085,040 1,921,993 1,439,742

0.88 0.81 0.61

Remark: 1.

The above top 10 major shareholders did not include 7.5 million treasury stock held by the Company.

The proportion of the equity interest of each top 10 major shareholder is based on the total issued and outstanding of 237.5 million shares.

Page 20 of 73

7.3

Dividend Payment Policy The Board of Directors fully recognizes the importance of shareholders’ return and places emphasis on the need to faithfully compensate shareholders for their loyal investment participation. Over the past three years dividend payments have been in the range of 11 – 14 Baht per share. The Company’s reserve has reached 10 percent of its registered capital. During 2007-2009, Siam City Cement allocated dividends as follows: For fiscal year 2009, total dividend is 11 Baht per share - The Board of Directors approved payment of interim dividend on August 6, 2009 of 6.00 Baht per share. - The Board of Directors proposes the Shareholders to approve payment of dividend for the second half of 2009 on April 9, 2010 for 5.00 Baht per share. - Dividend payout THB 2,530 million, 85.9% For fiscal year 2008, total dividend is 11 Baht per share - The Board of Directors approved payment of interim dividend on August 7, 2008 of 6.50 Baht per share. - The Shareholders approved payment of dividend for the second half of 2008 on April 10, 2009 for 4.50 Baht per share. - Dividend payout THB 2,530 million, 79.7% For fiscal year 2007, total dividend was 14 Baht per share - The Board of Directors approved payment of interim dividend on August 9, 2007 of 6.50 Baht per share. - The Shareholders approved payment of dividend for the second half of 2007 on April 10, 2008 for 7.50 Baht per share. - Dividend payout THB 2,530 million, 100% In addition the board will propose the following Dividend Policy to the 17th AGM:

“Dividend payments will be at least 60% of net profit on its Consolidated Financial Statement. In case of negative financial situation, the Board may propose a lower percentage of dividend payment as it considers appropriate under such circumstance.”

Page 21 of 73

Management

8.1

Management Structure

8.1.1

Board Structure:

The Company’s Board Structure consist of the Company Board of director and Committees appointed by the Board to assist in overseeing the Company’s business as the Audit Committee and the Executive Committee. The structure, role and responsibilities of those committees are described in detail below: (1) The Company Board of Directors According to the AOA no. 11, the Board must consist of the members not less than 5 persons and not over 13 persons. As 31 December 2008, the Company Board consists of 11 members. •

8 non-executive directors (4 independent directors and 3 of them are Audit Committee)

•

3 executive directors

Role and Responsibilities of the Board The Board has considered and approved on the important matters concerning the company operation. The company has specified the policy and regulations of practice, responsibilities and operations of the Board, chairman and deputy chairman including those of the Executive committee. The duties and responsibilities of the Board and the management are separated clearly. The board of Board has the duty to specify the importance issue on the operation of the company such as the vision, mission, strategies, financial target, risk, plan, and budget and the Executive committee has the duty to carry out the vision, mission and strategies and provide good management and controlling system. The Board then consider and approve so as the practice can be performed and achieve the effective results. Balance of Power for Non-Executive Directors Members of Board of Directors are appointed by shareholder meeting, comprising executive and nonexecutive directors. At present there are 8 non- executive directors among 11 Board of Directors members. Aggregation versus Segregation of Positions In order to ensure balanced and transparent management, the Company has a clear policy on the segregation of responsibilities of the Chairman of the Board of Directors and the Managing Director. In addition role and responsibilities of the Board of Directors and of the Executive Committee are clearly set. Main duties of the Chairman and Managing Director are as follows: Chairman: •

Being elected among the Board of Directors, serving for 3 years each, the Chairman shall handle all activities responsible by Board of Directors, setting meeting agenda, providing information about the Board of Directors, proceeding the meetings at which opportunity is granted for discussion and expression of opinion;

•

In making decision, the Chairman has a deciding vote in the event of tie votes;

•

Chairman is not an executive and is not same person as Managing Director.

Managing Director: •

Managing Director, appointed by Board of Directors, holds the position for a specified term, and may be rotated. Managing Director chairs the Executive Committee;

•

Managing Director is responsible for management of the Company in general and shall report results to the Board of Directors.

Page 22 of 73

Performance of the Board: Putting the utmost effort into its many duties, the Board sets a meeting schedule on a yearly basis. The Managing Director submits a notice with supporting documentation and agenda in advance and early enough before each board meeting takes place and has clear guideline that such agenda will be proposed or approved by the Executive Committee or by the Audit Committee, or by the Board of Directors, or by the Shareholders (as the case may be). Information on the Company’s operations is presented so that the board can make inquiries or express opinions. Every board member is encouraged to express their opinion freely.

(2) Audit Committee Audit Committee comprises 3 independent directors and non-executive, appointed by Board of Directors and Shareholder. 2 of them have experience in reviewing financial statement of the Company. Qualification of an audit committee member The qualification of audit committee member of the Company as follows: 1. To be an independent director 2. Not be the director of the parent company, subsidiary, associated company 3. Have sufficient experience to be audit committee member. At least one of the member have sufficient experience in reviewing the financial statement. 4. Must be in accordance with the rules prescribed under the requirement of the SEC, SEC or the other authorities. Role and Responsibility of Audit committee The scope of duties and responsibilities of the audit committee of the Audit Committee, (Charter of Audit Committee), as follow: 1. To review the Company’s financial reporting process to ensure its accuracy and adequacy, and coordinating with the external auditors and members of the Executive Committee responsible for preparing the quarterly and yearly financial reports. The Audit Committee may suggest issues to be reviewed or audited by the external auditors during their audit of the Company. 2. To review the internal control systems and internal audit system to ensure that they are suitable and efficient, and to determine an internal audit unit’s independence, as well as to approve the appointment, transfer and dismissal of the Chief of Internal Audit unit or any other unit in charge of an internal audit. 3. To review compliance with the Securities and Exchange Act, including the rules, notifications, and regulations thereof and the rules and regulations of the Stock Exchange of Thailand (“SET”), and any other relevant laws. 4. To advise the Company on the appointment of the external auditors including the remuneration, as well as to attend a non-management meeting with the auditor at least once a year. 5. To review the connected transactions or transactions that may lead to conflicts of interests, including the accuracy and completeness of the Company’s disclosure of such information, to ensure that they are in compliance with the laws and the Exchange’s regulations, and are reasonable and for the highest benefit of the Company. 6. To prepare a report on the activities of the Audit Committee for the Company’s annual report. The Chairman of the Audit Committee shall sign this report, which consist of at least the following information: •

An opinion on the accuracy, completeness and credibility of Company’s financial report and the disclosure of its financial information.

•

An opinion on the adequacy of the Company’s internal control systems. Page 23 of 73

•

An opinion on the suitability of the Company’s external auditor and the re-appointment.

•

An opinion on compliance with the Securities and Exchange Act, and the rules, notifications, and regulations thereof including the rules and regulations of the SET, and any other relevant laws.

•

An opinion on the transactions that may lead to conflicts of interests.

•

The number of audit committee meetings, and the attendance of such meetings by each committee member.

•

Other transactions which, according to the audit committee’s opinion, should be known to the shareholders and general investors, subject to the scope of duties and responsibilities assigned by the Company’s Board of Directors.

•

Other comments or statements as required by the Securities and Exchange Act, and the rules, notifications, and regulations thereof including the rules and regulations of the SET, and any other relevant laws.

7. To perform other duties as required by the Securities and Exchange Act, and the rules, notifications, and regulations thereof including the rules and regulations of the SET, and any other relevant laws. The Audit Committee’s practice Audit Committee meets on a regular basis, at least once every quarter before Board of Directors meeting. Audit Committee reports its findings and giving its suggestions to the Board of Directors. Chairman of the Audit Committee may sometimes call a special meeting of the Audit Committee or invite any management of the Company to join and consider in certain particular financial matters or other matters. However, under current practice the Audit Committee has met every month. Scheduled of the monthly and quarterly meeting are being prepared in advance for the whole year. The Audit Committee shall regularly report to the Board of Directors about the performance of their duties and responsibilities as specified in Clause 1 above. In its performance of duties, if it is found or suspected that there is a transaction or any of the following acts which may materially affect the Company’s financial condition and operating results, the audit committee shall report it to the Board of Directors for rectification within the period of time that the audit committee thinks fit: • • •

A transaction which causes a conflict of interest; Any fraud, irregularity, or material defect in the internal control system; or An infringement of the law on securities and exchange, the Exchange’s regulations, or any law relating to the Company’s business.

If the Company’s Board of Directors or Management fails to make a rectification within the period of time under the first paragraph, any audit committee member may report on the transaction or act under the first paragraph to the Office of the Securities and Exchange Commission or the Exchange. (3) Executive Committee Executive Committee meets on regular basis approximately twice a month and it may meet as an extraordinary session as the Company’s business requires. The business considered at Executive Committee meetings are those related to the production, business administration, financial and accounting management, risk management, important financial transactions, Company’s plans, Company’s budgets and to consider and further propose to the Board of Directors for matters required Board approval, as stipulated in the Company ‘s Articles of Association or the Organizational Regulations, or to consider and approve for matters delegated to the Executive Committee under the Organizational Regulations. In our practice, these Organizational Regulation shall be reviewed and updated at least every 2 years. In general, Executive Committee has to report and propose to Board of Directors in relation to important matters.

Page 24 of 73

8.1.2

Board of Directors and Executives in 2009

Board of Directors/Executives

Position

Non-executives Mr. Veraphan Teepsuwan

Chairman

Mr. Paul Heinz Hugentobler

Vice Chairman

Mr. Chachchon Ratanarak

Director

Mr. Thaveepol Kongseri

Director

Mr. Prakob Visitkitjakarn

Independent Director

Mr. Chet Raktakanishta

Independent Director

Mr. Harald Link

Independent Director

Mr. Prabhol Buranasiri

Independent Director

Executive Director Mr. Philippe Arto

Managing Director

Ms.Chantana Sukumanont

Director

Mr. Vanchai Tosomboon

Director

Audit Committee Mr. Prakob Visitkitjakarn*

Chairman of Audit Committee

Mr. Prabhol Buranasiri

Audit Committee member

Mr. Chet Raktakanishta*

Audit Committee member (*have experience in reviewing financial statements of the Company)

Executive Committee Mr. Philippe Arto

Chairman of the Executive Committee

Ms.Chantana Sukumanont

Deputy Chairman of Executive Committee (Customer Relation)

Mr. Vanchai Tosomboon

Executive Vice President (Saraburi Operations)

Mr. Andreas Leutenegger

Senior Vice President (Finance and Controlling)

Mr. Nopporn Thepsithar

Senior Vice President (Logistics and Exports)

Mr. Siva Mahasandana

Senior Vice President (RMX & Aggregate)

Mr. Tasporn Chantree

Senior Vice President (People & Organization Performance (P&OP))

Page 25 of 73

8.1.3 Qualification and Nomination of Independent Director “Independent Director” of the Company must have at least qualifications as instructed by the Stock Exchange of Thailand, the Securities and Exchange Commission, the Capital Market Supervisory Board, and other relevant office as follows: 1. holding shares not exceeding one per cent of the total number of shares with voting rights of the applicant, its parent company, subsidiary company, associate company, major shareholder or controlling person, including shares held by related persons of such independent director; 2. neither being nor used to be an executive director, employee, staff, advisor who receives salary, or controlling person of the applicant, its parent company, subsidiary company, associate company, same-level subsidiary company, major shareholder or controlling person, unless the foregoing status has ended not less than two years prior to the date of filing an application with the Office. Such prohibited characteristic shall not include the case where the independent director used to be a government official or advisor of a government unit which is a major shareholder or controlling person of the applicant; 3. not being a person related by blood or legal registration as father, mother, spouse, sibling, and child, including spouse of child, executive, major shareholder, controlling person, or person to be nominated as executive or controlling person of the applicant or its subsidiary company; 4. neither having nor used to have a business relationship with the applicant, its parent company, subsidiary company, associate company, major shareholder or controlling person, in the manner which may interfere with his independent judgment, and neither being nor used to be a significant shareholder or controlling person of any person having a business relationship with the applicant, its parent company, subsidiary company, associate company, major shareholder or controlling person, unless the foregoing relationship has ended not less than two years prior to the date of filing an application with the Office. The term ‘business relationship’ under the first paragraph shall include any normal business transaction, rental or lease of immovable property, transaction relating to assets or services or granting or receipt of financial assistance through receiving or extending loans, guarantee, providing assets as collateral, and any other similar actions, which result in the applicant or his counterparty being subject to indebtedness payable to the other party in the amount of three percent or more of the net tangible assets of the applicant or twenty million baht or more, whichever is lower. The amount of such indebtedness shall be calculated according to the method for calculation of value of connected transactions under the Notification of the Capital Market Supervisory Board governing rules on connected transactions mutatis mutandis. The consideration of such indebtedness shall include indebtedness occurred during the period of one year prior to the date on which the business relationship with the person commences; 5. neither being nor used to be an auditor of the applicant, its parent company, subsidiary company, associate company, major shareholder or controlling person, and not being a significant shareholder, controlling person, or partner of an audit firm which employs auditors of the applicant, its parent company, subsidiary company, associate company, major shareholder or controlling person, unless the foregoing relationship has ended not less than two years prior to the date of filing an application with the Office; 6. neither being nor used to be a provider of any professional services including those as legal advisor or financial advisor who receives service fees exceeding two million baht per year from the applicant, its parent company, subsidiary company, associate company, major shareholder or controlling person, and not being a significant shareholder, controlling person or partner of the provider of professional services, unless the foregoing relationship has ended not less than two years prior to the date of filing an application with the Office; 7. not being a director appointed as representative of directors of the applicant, major shareholder or shareholder who is related to major shareholder; 8. not undertaking any business in the same nature and in competition to the business of the applicant or its subsidiary company or not being a significant partner in a partnership or being an executive director, employee, staff, advisor who receives salary or holding shares exceeding one per cent of the total number of shares with voting rights of other company which undertakes Page 26 of 73

business in the same nature and in competition to the business of the applicant or its subsidiary company; 9. not having any other characteristics which cause the inability to express independent opinions with regard to the applicantâ&#x20AC;&#x2122;s business operations. Nomination of Independent Director The Company does not have a nomination committee at this moment. Therefore, independent director nomination is done by the Board of Directors who searches for a qualified person in order to have number of independent directors at least 1/3 of the total number of the Board not less than 3 independent directors. Now, the Company has 4 independent directors out of the total of 11 members of the Board. Shareholders will elect independent directors, as proposed by the Board, unless for the case of fulfillment of vacancy, where the Board will consider and approve such fulfillment. 8,1.4

Total attendance at Board Meetings, Audit Committee Meeting and Executive Committee Meetings in 2009

Director/Executive Officers

Total Attendance/Total Meeting Board Meeting

Remarks

Audit Executive Committee Committee Meeting Meeting

Non-Executive Director Mr. Veraphan Teepsuwan

4/4

Mr. Paul Heinz Hugentobler

4/4

Mr. Chachchon Ratanarak

4/4

Mr. Thaveepol Kongseri

4/4

Mr. Prakob Visitkitjakarn

4/4

12/12

Mr. Chet Raktakanishta

4/4

7/12

Mr. Harald Link

3/4

0/10

Mr. Prabhol Buranasiri

4/4

2/2

Since November 2009

Mr. Philippe Arto

4/4

23/23

Ms. Chantana Sukumanont

4/4

22/23

Mr. Vanchai Tosomboon

4/4

21/23

Mr. Andreas Leutenegger

21/23

Mr. Nopporn Thepsithar

23/23

Mr. Siva Mahasandana

23/23

Mr. Tasporn Chantree

15/15

Executive Director -

Executive Committee

8.1.5

Since February 2009 Since May 2009

Names and Position of executive and controlling person and name of the companyâ&#x20AC;&#x2122;s secretaries

Please refer to the Attachment 1 for brief background information of the members of the Board of Directors, Audit Committee, and members of the Executive Committee.

Page 27 of 73

8.1.6

Directors’ and Executive Officers’ Record of Accredited Course Attendance

Director/Executive Officers Non-Executive Director 1.Mr. Veraphan Teepsuwan

The Courses Organized by Thai Institute of Directors (IOD) - The Role of Chairman Program (RCP) Class 18/2008

2.Mr. Paul Heinz Hugentobler 3.Mr. Chachchon Ratanarak 4.Mr. Thaveepol Kongseri Independent Director (5-8) 5.Mr. Prakob Visitkitjakarn

6.Mr. Chet Raktakanishta

The Courses Organized by Others - First Nation City Bank (Presently Citigroup) : Credit-Department Scholarship Master’s Degree: USAID -

- Director Accreditation Program(DAP), 2005

The Role of Chairman Program (RCP) Class 5/2001 Director Certification Program (DCP) Class 33/2003 Audit Committee Program (ACP) Class 27/2009 Monitoring the Quality of Financial Reporting (MFR) Class 8/2009

Financial for Non-Finance Director (FN), 2003 Directors Certificate Program (DCP), 2003 Audit Committee Program (ACP), 2005 Director Financial, 2005 DCP refresher Course Class 3/2006

-Monitoring Fraud Risk Management (MFM) Class 1/200 9

7.Mr. Harald Link

8.Mr. Prabhol Buranasiri Executive Director 9.Mr. Philippe Arto 10.Ms. Chantana Sukumanont

- Director Accreditation Program (DAP)

11.Mr. Vanchai Tosomboon

- Director Accreditation Program (DAP), 2004 - Director Certificate Program (DCP), 2001

Executive Committee 12. Mr. Andreas Leutenegger

13. Mr. Nopporn Thepsithar

14. Mr. Siva Mahasandana 15. Mr. Tasporn Chantree

- Director Accreditation Program (DAP)

- Audit Committee Program (ACP) - Director Accreditation Program (DAP) - Director Certificate Program (DCP) -

- Course on Good Corporate Governance at St. Gallen, Switzerland -

- Capital Market Academy’s Course(s) - Leader Program (2008) -

- Responsible for corporate governance report for Holcim Ltd. Annual - Seminar on Corporate Governance , by Stock Exchange of Switzerland - Seminar on Corporate Governance, by Swiss Institute of Chartered Accountants - Good Governance, Mini MBA Course for INSEE Logistics

Name, Title and contact detail of the company secretary as following: Name: Mrs. Phatchada Muenthong Position: Company Secretary and Legal & Compliance Department Manager Tel No.: +66 2 797 7050 Fax No.: +66 2 663 1834

Page 28 of 73

8.2

Nomination of Director and Executive

The company doses not have a nomination committee. Potential directors are selected from a field of qualified and experienced professionals. The election of each director is made by majority votes of shareholders. Notably, most shareholders of the Company are minority shareholders (i.e., only 6 shareholders hold more than 1 percent of Companyâ&#x20AC;&#x2122;s share each, from total 4,155 shareholders at the AGM 2009). However, each director received supporting vote on election over 98 percent. This reflects support from minority shareholders. The nominated directors must meet qualifications of the Companyâ&#x20AC;&#x2122;s AOA, laws, regulations of SET, SEC and Capital Market Supervisory Committee. Re-election of Directors whose terms and expired by rotation at the AGM 2009 has criteria and guidelines as follows; 1. One share, one vote. 2. No cumulative voting. Shareholders shall cast their vote for one director at a time. 3. If there are more nominations than the vacant positions, those who received highest votes will be directors. In case of tie-vote, the Chairman of the Board shall have a casting vote. For the case of fulfillment of director vacancy other than retirement, the Board shall select a qualified person at the next meeting by obtaining consent of at least 3/4 from the remaining directors, unless the remaining office is less than 2 months. If the remaining directors are less than the quorum, such remaining directors can act on behalf of the Board only on calling for shareholders meeting to elect replacing directors. The replacing director(s), if elected by the Board, shall be in the office only up to the remaining tenor.

Page 29 of 73

8.3

Remuneration of the Board of Directors and Executives

The process of giving remuneration for the Board is done in a transparency manner and the process has been approved by the shareholders annually. The policy of payment is according to the operation profit of that particular year. Level and elements of the payment made to the management is suitable and tempting enough to keep the qualified members in their position and is comparatively well to the industrial norm and also to the experiences, duties, roles, responsibilities. Remuneration in Cash Remuneration in Cash for 13 Board members was 14.050 million baht, included meeting per diem and bonus paid in 2009 List of Directors

Allowance

Bonus

Total amount

(for year

(Baht)

2008) Board of

Audit

Directors

Committee

Non-Executive Directors 1Mr. Veraphan Teepsuwan

2,400,000

500,000

2,900,000

2Mr. Paul Heinz Hugentobler

1,200,000

400,000

1,600,000

3Mr. Chachchon Ratanarak

840,000

325,000

1,165,000

4Mr. Thaveepol Kongseri

840,000

325,000

1,165,000

100,000

6Mr. Prakob Visitkitjakarn

480,000

325,000

1,285,000

7Mr. Chet Raktakanishta

480,000

480,000 360,000

325,000

1,165,000

8Mr. Harald Link

480,000

360,000

325,000

1,165,000

9Mr. Prabhol Buranasiri

480,000

325,000

805,000

5Mr. Wolfgang Bieri Independent Directors (6-9)

Executive Directors 10 Mr. Philippe Arto

840,000

11 Ms. Chantana Sukumanont

480,000

300,000

780,000

12 Mr. Vanchai Tosomboon

480,000

300,000

780,000

300,000

13 Mr. Marcel Smit*

840,000

Total 9,000,000 1,200,000 3,850,000 *Resigned in year 2008, but received remuneration in year 2009 on pro rata basic

14,050,000

Remuneration for 7 members of the Company’s Executive Committee was 98.515 million baht, included salary and bonus paid in 2009 Other Remunerations Contribution to Provident Fund for its executives was 5.107 million baht. Company cars are provided to the members of the Executive Committee. The Board of Directors proposes the Shareholders to approve the Director’s Remuneration Principle at 17th AGM on April 9, 2010 as following; “Remuneration of directors consist of, director fees, payable on monthly basis, and yearly bonus. Payment of remuneration of directors shall be made in accordance with following principle from the day the resolution is passed by a vote of the shareholders onwards and until the shareholders’ meeting determined otherwise

Page 30 of 73

Director Fees: The Board shall receive director fees on monthly basis, at the aggregated amount of not more than Baht 1.5 million per month. The Chairman and Vice-Chairman of the Board are authorized to allocate amongst the Directors in such manner they consider appropriate. Bonuses: The Board shall receive the annual bonuses at the amount not exceeding Baht 5 million. The Chairman and Vice-Chairman of the Board are authorized to allocate amongst the Directors in such manner they consider appropriate. The provisions of the foregoing paragraphs shall not affect the right of any officers or employees of the Company who are elected as directors to receive their remuneration and benefits as officers or employees of the Company.”

8.4

Corporate Governance Update 2009

Siam City Cement promotes Corporate Governance at every level of the organization from the Board of Directors, the Executive Committee and down all the way to the operational level. We reflected our respect for society and the environment, our commitment to communicate in an open and transparent manner and act in accordance with legal, regulations, our alignment with the principles of Good Corporate Governance stipulated by the Stock Exchange of Thailand, and with the guidelines set down by the Organization for Economic Cooperation and Development (OECD) through the Company’s Code of Conduct and through our managing responsibly. We strive to our commitment to good corporate governance through managing responsibly. Our Code of Conduct is the solid foundation for corporate governance. It has been deployed to become a commitment of each and every employee. This is a guarantee that the policy is implemented by both the Company and its personnel. Ten elements of CG identified how we operate and manage or set our achievement, together with how we involve stakeholders, i.e. Corporate Governance. Our CG aims at protecting the legitimate interests of our stakeholders in an appropriate and effective way. CG considerations are consistently reflected in our evolving organizational structure and procedures. Corporate Social Responsibility. We recognize our social responsibility and aim to improve the quality of life of our workforce, their families and the communities around our operations. We pursuer a clear policy dealing with employment practices, occupational health and safety, community involvement as well as customer and supplier relations. Sustainable Environmental Performance. We strive to preserve the environment for future generations by striking a balance between economic growth and continuously improving environmental performance and social responsibility. Compliance. Appropriate measures are put in place to assist in complying with applicable laws and regulations in the businesses and the Kingdom of Thailand. In particular with regard to: • • •

Insider Trading. Each of us who has access to insider information, likely to result in substantial movements in the price of the stock or any other financial instruments of any involved company, shall comply with applicable insider trading laws. Bribery and corruption. We will not utilize bribery and corruption in conducting our business. We will not offer or provide, either directly or indirectly, any undue pecuniary or other advantage for the purpose of obtaining, retaining, directing or securing any improper business advantage. Fair Competition. We respect the principles and rules of fair competition.

Use and Protection of Assets and Information. • Each of us, entrusted with property belonging to or controlled by the Group, is responsible for the careful use, protection, expenditure and administration of such assets. • We use and protect confidential proprietary information, except to the extent we are required to disclose such information in the proper course of our duties. • We pay particular attention to IT aspects such as data protection and data security.

Conflict of Interest. Page 31 of 73

• • •

In situations in which our personal or financial interests may conflict materially with those of Group, we are expected to fully disclose them. We shall not take part in any business activities of Group where we may be influenced by our personal relations that are, or may be, construed as a hindrance to objective decision taking. If we see ourselves in a potential conflict of interest, we shall seek advice from line management or from our legal counsel so that an appropriate solution can be found.

Gifts and Donation. We are prohibited from offering, soliciting or accepting gifts and donations related to our business. However, entertainment and gifts of insignificant monetary value arising out of ordinary corporate hospitality or appropriate gifts of insignificant monetary value under our culture are acceptable. Records and Accounting. All business transactions are recorded in a true, fair and timely fashion. In accordance with established procedures, appropriate accounting systems, controls and audits, we ensure the reliability and accuracy of our accounts, records, and reports. Communication. We have a clear communications policy with our shareholders, employees and other stakeholders. We commit ourselves to open, transparent, impartial and timely information. Responsibility. Each of SCCC personnel is responsible to know the relevant laws and regulations including this Code of Conduct. All of them are expected to adhere to this Code of Conduct in both the letter and the spirit. Violations against this Code of Conduct will not be tolerated and applied with disciplinary sanctions. In the year 2009, there were many tasks and implementations that we put focus on making our Code of Conduct becomes part of SCCC personnel. We believed that our good corporate culture will help not only to sustain our commitment to Code of Conduct but to lead the industry and community into a better society in the future. As a listed company of the Stock Exchange of Thailand (SET), our update here is therefore categorized into 5 chapters as those recognized by SET. Detailed in the following are descriptions of the initiatives and actions that were taken throughout the course of the year: Chapter 1: Rights of shareholders Siam City Cement committed to protecting the rights and benefits of all our shareholders. Siam City Cement always realizes and respects the rights of the shareholders as follow: 4. The right to attend shareholders meetings and to assign proxies to attend meeting and vote on their behalf 5. The right to vote for agenda required for shareholders approval, such as, election of director, director bonus, appointment of auditors, etc. 6. The right to be provided with the Company’s sufficient information in a timely manner 7. The right to information, and expressing their opinions 8. The right to receive dividends 9. The right to buy, sell or transfer shares. Our commitments are elaborated in the practice that we described below. Chapter 2: Equitable treatment of shareholders Siam City Cement’s treatment to all shareholders equitably and transparently. This reflects in the Company’s continually practice on quick and efficient dissemination of information to shareholders. In the year 2009, the Company made 18 disclosures via the SET electronic publication (www.set.or.th). The shareholders may also access records of the Company’s notifications retroactively for two years which may be found on our website at www.siamcitycement.com. Apart from the foregoing, the Company publicizes information from time to time via press and analysts’ conferences and invitations can be obtained by contacting us at: Tel:+66 2 797 7060 Fax:+66 2 663 1847 Email:nasikarn.ongsakulwat@sccc.co.th To ensure equal treatment for all shareholders, Siam City Cement has effective meeting procedures, including giving an opportunity to shareholders to propose an agenda Siam City Cement also determines that any shareholders not being able to attend the meeting by person, he/she may appoint any person or Siam City Cement’s independent director as proxy to attending the meeting and vote on his/her behalf. If Page 32 of 73

Siam City Cement director who is selected as proxy has interest in any agenda, Siam City Cement will inform the shareholders of the same in the notice of the Meeting. In this case, such Siam City Cement director shall abstain from voting in such agenda for correctness, transparency and most fairness in voting. Before calling for a vote on each agenda, the Chairman opens the floor to shareholders’ comment, suggestions or question in each agenda or related to Siam City Cement. The Chairman of the Board and relevant executives respond to questions and consider comments and proposals for further possible action, as appropriate Voting is conducted in strict compliance with the law. Shareholders are free to approve, reject or abstain from voting on each item on the agenda. Usually, the shareholders or proxies that attend the meeting represent the majority of Company share holdings. Each share shall be counted as one vote. In case of an equal amount of votes, the Chairman shall have an additional casting vote. The Company was rated “Very Good” (a grade of between 80% to 89%) for the quality and contents of its Annual General Meeting held in 2009 in the “AGM Assessment 2009” project organized by Thai Investors Association. For the convenience of shareholders, E-registration and E-voting systems were used at the AGM for fast and accurate registration and voting processes. We have invited shareholders to propose agenda and send question for the General Meeting of Shareholders (year 2010) and now also invite shareholders to nominate a representative to be elected as a director. Key actions to ensure shareholders rights include:

Shareholder Right Proxy

Key legal requirement and our compliance Used standard proxy

What we did more than the law We made efforts in calling shareholders and encourage them to either attend by themselves or by proxy. Our form of proxy added choice of independent directors as their appointees. Our proxy review procedure attempts to remove obstacles for proxyholders. For example, if they forgot to affix the duty stamp, we make stamps available at the meeting.

Substance We encouraged and supported the shareholders to participate at AGM

Page 33 of 73

Shareholder Right Voting

Key legal requirement and our compliance Guarantied that shareholders can vote according to legal requirements and on oneshare-one-vote principle

What we did more than the law Set clear voting procedure in the notice of meeting and used bar-code for accuracy and timeliness. We had independent lawyer and volunteer from shareholders to supervise casting and vote counting Ballots were collected for each separate agenda, to encourage thorough consideration before vote casting SCCCâ&#x20AC;&#x2122;s website is an additional channel to provide detailed information, with at least 2 years data storage. Such information included video of AGM 2009. We invited shareholders to send inquiry of their interest and to propose agenda if needed

Substance

Information

Sufficient information in the annual report, SET disclosure, notice of shareholders

Dividend

Provided sufficient information on retain earnings and reserves

Although our business requires investments in maintenance, we still try to maximize shareholder dividends. Our payout ratio has shown good record during many years. We also expedited dividend payment quickly as possible

Set transfer procedure in Articles of Association

We did not create any obstacle to prevent shareholders in trading SCCC shares at will. In early 2010, we set â&#x20AC;&#x153;Insider Policyâ&#x20AC;?, or policy preventing insider trading, to help safeguard shareholders

Shareholders however should be aware that dividend payment time requires involvement from many parties, such as, Thailand Securities Depository, banks, post office. It is unlikely that shareholders not subscribed to edividend will receive pay-check as fast as those with e-dividend. Therefore, we encouraged that all shareholders should apply for e-dividend service. All shareholders are treated equally.

Transfer

Our voting was done transparently as shareholders witnessed ballot collection and vote counting

Interest from shareholders at AGM 2009 allowed SCCC to arrange shareholder visit at Saraburi Plants. In late 2009, we also invited shareholders to propose director nominations for AGM 2010

Page 34 of 73

Chapter 3: Roles of stakeholders Our stakeholders are recognized in our Code of Conduct and in our corporate fundamental goals. Detailed in the following are descriptions of the actions that were support the stakeholders throughout the course of the year: Customers: Not only recognized customers in the pay slip that “customers pay our salary”, SCCC has championed a customer-centric focus throughout the organization. Each function has identified its external and internal customers in order to improve solution and service which contributed to customer satisfaction. Customers have access to information they need for their business, e.g., Web-Sales to monitor real time order or account status, GPS on delivery truck to monitor real time delivery status. Making customers happy is a good business for us. Employees: We praise our employees who are the most valuable assets of the company. We: Reorganized HR into the “People & Organizational Performance (P&OP) Function”, to maximize the potential of our employees. Using our “Employee Satisfaction & Engagement Survey”, and “Employee Choice Survey” we obtain feedback from employees on how the Company should improve and to achieve one of our fundamental goals of being a preferred employer. Paid attention to hardship and economic impact on employees. Both direct and indirect support were given, e.g., facilitate with the Government Saving to provide special interest rate loan, helped with cost of living expense during economic crisis. We elevated a high spirit of team work and innovation by implementing “INSEE Excellence Awards”. This bottom up contest was very successful in providing significant cost saving and efficiency for the company in 2009. In return, employees play an important role in both gearing the Company to better performance and provide better management control. Communities: Understanding our Corporate Responsibilities, the Company involves communities both near and far. Two key elements always considered in our selection of activities are community engagement, and transparency. Our “Community Fund of SCCC” has been operated under shared control of the Company, nearby communities, and local authorities. Mobile health-check from SCCC is well-known among communities surrounding our plants. Many employees live near the plants, while many local people in the communities have become part of SCCC. With this entrusted environment, SCCC strived to better living quality for the communities. We allowed shareholders and public to gain first hand insight through company visits. Our high regard for the lives and safety of people who work for us has been reflected in our very strict safety rules. Devotion and support from the Management is always guaranteed when it comes to safety issues. Business Partners: We recognize that strong and ethical business partners are a key success criteria in achieving the Company’s business objectives of sustainability and good governance. Our Code of Conduct, therefore lays out the framework of how we work with them, e.g., we shall not allow our employees to have any conflict of interest in negotiation, selection and conclusion of a transaction; we shall not offer, solicit or accept gifts arising out of ordinary corporate hospitality, etc. We are pleased to report that we have tremendous cooperation from our business partners also in regards to developing quality of work and better safety standard. We believe that this guideline will lead the whole SCCC supply chain to sustainability.

Page 35 of 73

Chapter 4: Disclosure and transparency Siam City Cement made full, timely and transparent disclosure of financial and non-financial information pursuant to the standards and regulations as mandated by the Office of SET and SET. In addition to disclosing information as specified in relevant regulations and the Principles of Good Corporate Governance through the channel of the SET, annual statement (Form 56-1), and annual reports, Siam City Cement disclose information, both in Thai and English, via other channels such as the company’s web site and maintain disclosed information in an up-to-date form on our website, www.siamcitycement.com. We consider stakeholders thoughtfully and make sufficient disclosure to such groups. For example, our employees receive information on company performance on quarterly basis. If our actions involve surrounding communities, we distribute pamphlets on new projects and environmental information to keep them informed. From a financial perspective, we provided many channels to update the press and media. For example, half yearly press conferences, and press and analysts interview with Corporate Communication function throughout the year. Our Company Visits have hosted in each year more than 100 groups of visitors, from students, shareholders, academics, NGO, government officers, communities, or international experts. Chapter 5: Responsibilities of the Board of Directors Currently, the Board of Directors consists of 11 members, 4 of which are independent directors. Our Board of Directors appointed the Audit Committee, and the Executive Committee. In the Board, there are 3 executive directors who are also members of the Executive Committee. Both the Board and Executive Committee have Organizational Regulations which embraced roles and responsibilities from the Articles of Association, the laws, and expectation of shareholders as their framework, while the Audit Committee has a Charter as their framework. Structure, role and responsibilities of those committees are described in detail below: (1) Board of Directors Role and Responsibilities Board of Directors considers and approves important matters concerning company operations. Siam City Cement has specified the policy and regulations of practice, responsibilities and operations of the Board of Directors, chairman and deputy chairman including those of the Executive committee. The duties and responsibilities of the Board and the management are separated clearly. Board of Directors has the duty to specify the importance issue on the operation of Siam City Cement such as the vision, mission, strategies, financial target, risk, plan, and budget and the Executive committee has the duty to carry out the vision, mission and strategies and provide good management and controlling system. The Board of Directors then consider and approve so as the practice can be performed and achieve effective results. Members of Board of Directors are appointed by shareholder meeting, or by board of directors meeting, in case of replacement of vacancy other than of retirement by rotation. At present there are 8 non-executive directors among total of 11 Board of Directors members. Please see Supplemental Information item of this Annual Report for the biographical of Member of Board of Directors and Executives. According to good governance principles at Siam City Cement, the function of Chairman of the Board of Directors and Managing Director are separate, in order to keep balance and transparent management in the company. In early 2009, the Board of Directors has a plan to improve CG, such as the implement of dividend policy and insider trading policy. We are proud to present that our initiative on Conflict of Interest Declaration provide good awareness among employees. All personnel under functions of MD and CFO, and personnel with position of division managers up, inclusive of members of Executive Committee who are employee, are required to do this exercise twice a year. Report of results will be reviewed and discussed by Executive Committee and Audit Committee. At the level of the Board and Executive Committee, the Board also approved the Principles, Procedure and Form relate to “Report on Interest of directors and executive” to support the Page 36 of 73

fiduciary duties of the Directors and Executives where they shall make decisions without interest, either directly or indirectly. The Board of Directors meeting is conducted regularly to allow all members of the board to consider the board performance and solve any problem they may have. At the Board Meeting, the CFO is present, to provide information to the Board. Other Executives join according to relevancy of the agenda. The process of giving remuneration for Board of Directors and Executives is done in a transparent manner and the process has been approved by the shareholders annually which be comparable to the industry level. Detail of Remuneration of the Board of Directors and Executives paid in 2009 is provided on Supplemental Information item of this annual report. Board of Director encourage and facilitate training for all internal parties related to corporate governance. For this year the Board organized “People & Organizational Performance (P&OP)” to act in area of executive development and succession planning. (2) Audit Committee Audit Committee comprises 3 independent directors, appointed by Board of Directors. 2 of them have experience in reviewing financial statement of the Company. All of them understand business well and have management experience with reputable companies in Thailand. Please see details of their experience in Supplemental Information. Qualification of an audit committee member 1. Be an independent director; 2. Not be a director of the parent company, subsidiary, associated company; 3. Has sufficient experience to be audit committee member. At least one of the members has sufficient experience in reviewing the financial statement. 4. Must comply with the rules prescribed under the requirement of the SEC, SEC or the other authorities. Independent Director (Qualification and Nomination process) “Independent Director” of the Company must meet the qualifications as required by the Securities and Exchange Act, and the rules, notifications, and regulations thereof including the rules and regulations of the SET, and any other relevant laws. The Company does not have a nomination committee. Potential independent directors including directors and executives are selected by Board of Directors from a field of qualified and experienced professionals. At present there are 4 independent directors among 11 Board of Directors members. In the year 2009, the Board of Directors set the definition of independent directors as minimum requirement qualification specified by the SEC and the SET. Definition of independent directors may be found on annual statement (Form 56-1) disclosed on our website at www.siamcitycement.com. On November 12, 2009, the 97th Meeting of the Board of Directors approved to appoint Mr. Prabhol Buranasiri, independent director to be a new member of Audit Committee in replacement of Mr.Harald Link who has resigned from the Audit Committee. Members of the Audit Committee are introduced in detail to the duties and responsibilities of the Audit Committee including the business overview. To perform other duties as required by the Securities and Exchange Act, and the rules, notifications, and regulations thereof including the rules and regulations of the SET, and any other relevant laws. In the area of duty concerning conflicts of interests, upon receiving the Reports on Interest from the Company Secretary, the Audit Committee shall scrutinize per the regulations on Duties and Responsibilities of Directors and Executives under the Securities and Exchange Act, and advise the Board of Directors for any issue or concern they deem appropriate. (3) Executive Committee The Executive Committee meets on regular basis approximately twice a month and it may meet as an extraordinary session as the Company’s business requires. The business considered at Executive Committee meetings are those related to the production, business administration, financial and accounting management, risk management, important financial transactions, Company’s plans, Company’s budgets and to consider and further propose to the Board of Directors for matters required Board approval, as stipulated in the Company ‘s Articles of Association or the Organizational Regulations, or to consider and approve matters delegated to the Executive Committee under the Organizational Regulations. In our practice, these Organizational Regulations are to be reviewed and updated at least every 2 years. In general, Executive Committee has to report and propose to Board of Directors in relation to important matters. Page 37 of 73

8.5

Supervision of inside information use

To put the good governance into practice, in connection with prevention on Insider Trading and abusive selfdealing, the board and the management realize the importance and strictly follow the code of conduct of the Company in the part concerning the internal information which may affect the benefit such as the share price or the Company’s securities. The Board and management members send in the reports of their shareholding at every Board Meeting. And in order to set a clear and objective guideline, the Company will announce Insider trading policy (blackout period) in 2010. Code of Conduct that related to inside information is following. Code of Conduct No 4: Compliance Appropriate measures are put in place to assist in complying with applicable laws an regulations in the businesses and the Kingdom of Thailand. In particular with regard to: Insider Trading Each of us who has access to insider information, likely to result in Substantial movements in the price of the stock or any other financial instruments of an involved company, shall comply with applicable insider trading laws. In order to prevent confidential information of the Company, we have taken following activities regarding information system prevention. 1. The IT team implemented “IT Security Rules for Siam City Cement Employees” for IT users in the company. 2. Prohibition of unauthorized software downloads and hardware installations on all company computers without proper authorization. 3. IT Security rules do not allow the connection between non-standard computers (e.g. personal PC, notebook, 4.

MACNetbook, including personal mobile phones of all staffs and third parties) and SCCC computer networking system (LAN) at all cases. IT Security rules do not allow the connection between third party's external data storage (e.g. thumb-drive, flash memory and external harddisk) to the standard computers and/or devices without virus scanning/cleaning by KT/IT officers.

5. Our external auditors have audited and found that general control over information system of the company and its subsidiaries is efficient, reliable and sufficient. 6. IT Security Awareness Classroom Training which will be hold on April 2010 to ensure all users are aware of the new five cardinal rules of IT Security, and to minimize IT risk and threats, which could happen when the IT exposure is emerged. Code of Conduct No. 5: Use and Protection of Assets and Information •

Each of us, entrusted with property belonging to or controlled by the Group, is responsible for the careful use, protection, expenditure and administration of such assets.

•

We use and protect confidential proprietary information, except to the extent we are required to disclose such information in the proper course of our duties.

•

We pay particular attention to IT aspects such as data protection and data security.

Code of Conduct No 6: Conflict of Interest •

In situations in which our personal or financial interests may conflict materially with those of Group, we are expected to fully disclose them.

Page 38 of 73

•

We shall not take part in any business activities of Group where we may be influenced by our personal relations that are, or maybe, construed as a hindrance to objective decision taking.

•

If we see ourselves in a potential conflict of interest, we shall seek advice from line management or from our legal counsel so that an appropriate solution can be found.

The Company has implemented an activity on Conflict of Interest Online Declaration, assigning personnel who may involve in approving process or procuring product or service, either by themselves or by their relatives, with the Company or its subsidiaries within the period of 12 months. This activity is taken on semi-annually basis.

8.6

Personnel Number of employees at the end of 2009:

Production Logistics Marketing and Sales Finance and Controlling Others Total

Number of employees (persons) 1,111 359 241 104 170 1,985

Number of employees and employee costs at the end of 2009:

Separate financial statements

Number of employees at end of year (persons) Employee costs for the year 2009 (Baht)

2009

2008

1,985

2,034

1,221,362,566.5 8

1,424,367,05 3

Employee Development Policy We strongly recognize that people capability is a key factor in striving for a success in today and future business environment. Therefore, we have been investing in our people development so that they could have a capability which would enable them to perform well in current role and prepare them to develop their career further in an organization. A corporate development policy was developed in a way that it would not only align a need for business success, but also align a need for self development of our people. Our commitment towards employee development could be well evidenced from an increasing training man-hour in the past few years. This included that of 2009 when an economy was not favorable but our average training man-hour kept increasing and exceeded 40 hours / person / year. Development Activities in 2009 •

Human Resources Function was reorganized to People and Organizational Performance with an aim to better align people strategy with business strategy. Few key positions were rotated from line functions. Also, as part of this reorganization, INSEE Academy was established and resources were integrated to ensure more effective development activities.

•

The company was awarded “The Best Corporate in Training Category” from Labor Department. This was a result from continuous investment in people development as stated above. Page 39 of 73

•

We promoted “Safety Workplace” by providing our employees and sub-contractors with sufficient knowledge to ensure that they could perform work safely and could strive for zero incidents as we envision.

•

Individual Development Plan (IDP) has been extensively defined and used. Planning and monitoring system was set in palarel with a performance management system to ensure that employees are provided with sufficient development opportunities to deliver their tasks.

•

Succession Management was defined for critical positions and senior management level. IDP of the successors were defined and monitored to ensure their readiness and mitigate business risk.

•

“INSEE Excellence Awards” was rolled out in 2009 to promote an innovative culture within the organization. Competing criteria covered 4 dimension i.e. cost saving, safety, innovation and corporate social responsibility. There program was highly recognized by employees as there were 1,391 employees participated, or 48% of total employees.

•

Development activities were provided not only locally, but also internationally. Some employees had opportunities to attend conferences, trainings, seminars, and exchange programs with other Holcim Group Companies.

Page 40 of 73

Internal Control and Audit Systems Key achievements in 2009 for Internal Control improvement included: â&#x20AC;˘

Internal Control - Continuity of online Conflict of Interests Declaration with employees of the whole group twice within the year. - Implemented legal assessment in order to improve legal awareness and compliance. - Implement automatic warning system for all users to ensure that reports for government authorities are prepared and submitted timely and completely.

â&#x20AC;˘

Internal Audit - The Internal Auditors performed risk assessments with the Audit Committee and management to mitigate operational and financial risks - Also completed were audits to ensure the adequate and efficient control measures and to ensure compliance with regulatory requirements and laws

The Audit Committee, which comprises of independent directors, has expressed the opinion that the Companyâ&#x20AC;&#x2122;s internal control system is sufficient and appropriate to run operations. The Report of the Audit Committee is in Attachment 3

Page 41 of 73

10.

Related party transactions Related parties comprise enterprises and individuals that control, or are controlled by the Company, whether directly or indirectly, or which are under common control with the Company. They also include associated companies and individuals which directly or indirectly own a voting interest in the Company that gives them significant influence over the Company, and key management personnel, directors and officers with authority in the planning and direction of the Companyâ&#x20AC;&#x2122;s operations. During the years, the Company and its subsidiaries had business transactions with related parties, which have been concluded on commercial terms and bases agreed upon in the ordinary course of businesses between the Company and those companies. Below is a summary of significant transactions :-

Criteria for having related party transactions Where it is necessary for the Company to have a transaction with a related party, the Company will consider business necessity and armâ&#x20AC;&#x2122;s length as main criteria for decision-making. For example, Page 42 of 73

product selling and purchasing is based on market price. A mark-up is included in the cost of a service fee for services rendered. All of these are to ensure benefits to the Company. Sound approval mechanism and procedure The Company has complied with the rules of the Stock Exchange of Thailand regarding information disclosure and practices for listed companies in connected transactions. The Audit Committee also reviewed the connected transactions of the Company.

The Board of Directors had approved guideline for connected transactions with related party following conditions 1) The Executive Committee of SCCC, and the Board of Directors of SCCCâ&#x20AC;&#x2122;s Subsidiaries are authorized to approve the entering into any business-related transaction (whether said transaction is an on going transaction or the transaction that may be done in the future) between SCCC and/or any of its Subsidiaries with any Director, Executive, or Related Person, as defined by the Amended Securities and Exchange Act, under the condition that such business-related transactions contain the same commercial terms as those an ordinary person would agree with any unrelated counterparty under similar circumstances on the basis of commercial negotiation and without any dependent interest resulted from the status of Director, Executive or Related Person, as the case may be. 2) The Executive Committee shall prepare a summary report of all BRT arms length transactions on quarterly basis and submit to the Audit Committee for acknowledgement and comment on behalf of the Board of Directors.

Page 43 of 73

11.

Financial Statements and Operating Results

11.1

Financial Statements (A) Report of Independent Auditor and Opinions Report of independent auditor certified by Ernst & Young Office Limited of the Company and its subsidiaries for the years ended December 31, 2009, 2008 and 2007 to the consolidated financial statement and the separate financial statements was expressed an unqualified opinion on the financial position and the results of operations and cash flow for the year then ended in accordance with generally accepted accounting principles.

(B) Financial Statements -

Consolidated Balance Sheet Consolidated Income Statements Consolidated Statements of Cash Flows Consolidated Financial Ratios

On 1 January 2007, the Company changed its accounting policy for recording investment in subsidiary and associated companies in the separate financial statements from the equity method to the cost method, in compliance with Accounting Standard No. 44 (revised 2007) regarding â&#x20AC;&#x153;Consolidated Financial Statements and Separate Financial Statementsâ&#x20AC;?, under which investments in subsidiaries, jointly controlled entities and associates are to be presented in the separate financial statements under the cost method.

Page 44 of 73

Page 45 of 73

Page 46 of 73

Page 47 of 73

* 2007 figures have been reported as previous template presented as below. - Cost of sale - Selling and administrative expenses

16,373 2,031

Million Baht Million Baht

Page 48 of 73

Page 49 of 73

Page 50 of 73

Page 51 of 73

12.2

Management Discussion and Analysis (MD&A)

Analysis of Financial Performance Unit : Million THB

January - December 2009

Net sales - Group

2008

+/(%)

+/-

19,971

21,305

-1,334

-6%

17,000

18,226

-1,226

-7%

3,158

3,598

-440

-12%

764

743

-951

-1,262

311

25%

2,946

3,173

-227

-7%

4,897

5,054

-157

-3%

25%

24%

Operating profit

3,933

4,176

-243

-6%

Earnings per share

12.81

13.79

-1

-7%

Net sales - Cement business Net sales - Concrete and aggregates business Sales of other business Elimination (Inter company's sales) Net profit Operating EBITDA Operating EBITDA margin [%]

Revenues Total net sales for 2009 were THB 19,971 million, a decline of THB 1,334 million or 6.3% compared to 2008. Net sales in the cement business decreased by THB 1,226 million compared to 2008 due to a reduction in domestic consumption and political uncertainty. Concrete and aggregate net sales also decreased by THB 440 million, whereas business in other segments slightly increased by THB 21 million. Income from other areas, gain on disposal of assets not used in operations, of THB 102 million rose by 23 million or 29.1% compared to 2008.

Expenses Cost of sales totaled THB 11,272 million, a decrease of THB 331 million or 2.9% from the previous year. This was largely the result of the companyâ&#x20AC;&#x2122;s determination to reduce fixed cost, increase production efficiency and optimize fuel mix to reduce fuel cost. Selling and distribution expenses of THB 3,843 million were reduced by THB 500 million or 11.5% compared to THB 4,343 million recorded in 2008. This result was achieved through more selective advertising and promotions. Administration expenses of THB 923 million were reduced by THB 259 million or 21.9% compared to THB 1,182 million recorded in 2008. This was mainly due to a reduction in consulting costs. In addition, the company revised its allowance for assets not used in operations which resulted in a gain of THB 80 million in 2009. The loss due to a change of foreign exchange rate was THB 13 million in comparison to a gain of THB 56 million in 2008. The difference of THB 69 million was due to the transfer of net assets and liabilities denominated in foreign currencies into the THB equivalent amount using the foreign exchange rate at the end of this accounting period (31 December 2009 of 33.5168 THB/USD) and the previous period (31 December 2008 of 35.0824 THB/USD). Share of income from investment in LANNA Resources Public Co. Ltd. was recorded on the consolidated financial statements using the equity method amounted to THB 235 million, a decrease of THB 37 million or 13.6% compared to THB 272 million recorded in 2008. Major changes in this Page 52 of 73

investment were a lower share of profit of THB 61 million but a higher dividend received of THB 24 million. Financial cost rose to THB 196 million for 2009, an increase of THB 29 million or 17.4% compared to THB 167 million recorded in 2008. These higher expenses were the result of debenture issuance in June 2009 in the amount of THB 4.0 billion with a 4-year tenure and a 4.50% coupon rate. The fullysubscribed debenture will ensure the companyâ&#x20AC;&#x2122;s liquidity into the foreseeable future. Corporate income tax was THB 1,112 million, a decline of THB 132 million or 10.6% compared to THB 1,244 million recorded in 2008.

Page 53 of 73

Analysis of Cash Flows Unit : Million THB

January - December 2009

Cash flow from operating activities Capital expenditure on property, plant and equipment to maintain productive capacity and to secure competitiveness Free cash flow Expansion investments Decrease (Increase) in other investing activities

2008

+/(%)

+/-

4,128

3,099

1,029

33%

-1,478

-1,069

-409

-38%

2,650

2,030

620

31%

-184

-658

474

72%

201

116

73%

-2,415

-3,220

805

25%

Financing requirement

252

-1,732

1,984

115%

Increase in financing liabilities

400

2,337

-1,937

-83%

-1

652

605

Dividend paid

Translation adjustments Increase (Decrease) in cash and cash equivalents

As of 31 December 2009, net increase in cash and cash equivalents for SCCC and its subsidiaries were THB 652 million. Cash and cash equivalents at the beginning of this period were THB 1,108 million together with THB 7 million in foreign exchange gains. This resulted in cash and cash equivalents of 1,767 million at the end of this period. Please see cash flow details by activity as follows: Net cash from operating activities were THB 4,128 million, an increase of THB 1,030 million or 33.2% compared to 2008. This was mainly due to reduced net working capital although earnings before tax were down by THB 355 million from 2008. Net cash from payments for maintenance, expansion and other investing activities were THB 1,461 million or THB 150 million, 9.3%, lower than in 2008. The lower capital expenditures were mainly due to postponement of projects which contributed THB 279 million while proceeds from disposals of assets not used in operations declined by THB 211 million. Net cash received from financing activities of THB 400 million resulted mainly from net repayments of short-term loans from financial institutions in the amount of THB 3,401 million and cash received from the issuance of debentures of THB 4,000 million. Total dividend payments to shareholders were THB 2,415 million and THB 805 million less than the dividends paid in 2008.

Page 54 of 73

Analysis of Financial Position Unit : Million THB

As of December 31 2009

Total Assets

2008

24,350

100%

+/-

+/(%)

23,503

100%

847

4% 4%

Current assets

6,204

25%

5,984

25%

220

Investment in associated company

1,175

1,082

Property, plant and equipment - net

14,240

58%

13,424

57%

816

169

329

-160

-49%

2,562

11%

2,684

11%

-122

-5%

7,971

33%

7,658

33%

-313

Current liabilities

3,203

13%

6,624

28%

3,421

-52%

Long-term liabilities - net of current portion

4,165

17%

372

-3,793

Pos

Other non-current liabilities

603

662

-9%

Total Shareholders' Equity

16,379

67%

15,845

67%

534

Assets not used in operations - net Other non-current assets Total Liabilities

Assets As of 31 December 2009, assets totaled THB 24,350 million, an increase of THB 847 million or 3.6% compared to THB 23,503 million in 2008. Breakdowns of changes in assets are described below: Cash and cash equivalents were THB 1,767 million or 7.3% of total assets which were THB 659 million or 59.5% higher than the balance, THB 1,108 million, at the beginning of the period. This higher balance resulted mainly from cash receipts of THB 4,128 million from operating activities, cash receipts of THB 167 million from sales of assets not used in operation, dividends of THB 142 million received from the associate company LANNA Resources Public Co., Ltd. and net cash of THB 4.0 billion received from debenture issuance. Total investments were THB 1,840 million, loan repayments were THB 3,553 million and dividend payments to shareholder were THB 2,415 million in 2009. Trade accounts receivable of THB 2,266 million or 9.3% of total assets stood lower by THB 370 million or 14%. This change was mainly due to the proportion of sales conditions at year end. The average collection period improved slightly from 45 days in 2008 to 44 days by the end of 2009. Inventories amounted to THB 1,829 million or 7.5% of total assets, a slight decline of THB 71 million or 3.7% from lower levels store supplies. Investment in associate and related company recorded using the equity method on the consolidated financial statements amounted to THB 1,543 million or 6.4% of the total assets, up by THB 93 million or 8.6% compared to 2008. Total property, plant and equipment net value was THB 14,240 million or 58.5% of the total assets, an increase of THB 816 million or 6.1% which was due to the purchase of property, plant and equipment which totaled THB 1,816 million, including a significant investment in two new waste heat recovery plants with a spend of THB 657 million during financial year 2009. Liabilities Total liabilities as of 31 December 2009, stood at THB 7,971 million which were higher by THB 313 million or 4.1% than the balance recorded in 2008. Please see details below: Short-term loans from financial institutions were THB 28 million, a reduction of THB 3,402 million or 99.2%. This reduction was mainly due to the full refinancing and repayment of all short-term credit facilities and interest during 2009. The outstanding debenture was THB 3,990 million or 51.1% of total liabilities. On 16 June 2009, the company issued 4,000,000 units of unsubordinated, unsecured non discounted debentures with nameregistered debenture certificates at the price of THB 1,000 per unit totaling THB 4.0 billion. The Page 55 of 73

debenture carries a 4-year tenor at a coupon rate of 4.50% per annum with interest payable semi annually. Other liabilities totaling THB 3.953 million or 49.6% of total liabilities, a decline of THB 115 million or 2.8%, largely due to lower income tax payables of THB 149 million and trade accounts payables of THB 37 million.

Shareholders’ Equity Total shareholder’s equity as of 31 December 2009 was THB 16,379 million, up by THB 534 million or 3 .4%. This was due to the following: Unappropriated retained earnings rose by THB 2,946 million due to operating results in 2009, and: Profit distributions during the year 2009 with details as follows; -

On 10 April 2009, the Annual General Meeting of the company’s shareholders approved to pay a final dividend of THB 4.50 per share from the 2008 received income totaling THB 1,035 million which was paid on 4 May 2009.

On 6 August 2009, the company’s Board of Directors approved the payment of an interim dividend from the company’s accumulated net profits during the period from January to June 2009 of THB 6 per share. A total sum of THB 1,380 million was paid to shareholders on 31 August 2009.

Minority interest increased by THB 3 million and currency translation differences of THB 1 million.

Page 56 of 73

12.

Others Relevant Information -None-

Page 57 of 73

PART II CERTIFICATION OF ACCURACY OF THE INFORMATION The Company has reviewed the information contained in this annual report with care. The Company, hereby certify that this report contains complete, not false, and not misleading information, without omission of the material information that should be disclosed. The Company further certifies that: 1. The summary of the financial statements and financial information contained in this report are substantially accurate and complete in connection with financial position, operating results, and cash flows of the Company and its subsidiaries; 2. The Company have established good information disclosure system of the Company to ensure that the material information of the Company and its subsidiaries are accurate and complete, and for the supervision to ensure that the said system is being observed; and 3. The Company have established good internal control and regulation system, and for the compliance with the said system. We have provided the auditor and audit committee of the Company with the information about the internal system assessment on January 29th, 2009. The assessment covers the flaws and significant changes of the internal control system and any irregularities which may have impact on the preparation of the financial statements of the Company and its subsidiaries.

For the purpose of identifying that the documents are those that we certify, we hereby designated Mrs. Phatchada Muenthong to initial each page of this report. Any document that does not contain the initial of Mrs. Phatchada Muenthong shall be deemed that the information contained therein is not certified by us.

[Signed] Position

1. Mr. Philippe Paul Alexandre Arto

Managing Director

Signature

[Signed]

and Chairman of the Executive Committee 2. Ms. Chantana Sukumanont

Director and Deputy

[Signed]

Chairman of the Executive Committee Designated Person Mrs. Phatchada Muenthong

Company Secretary and Secretary of the Board of Directors

[Signed]

Page 58 of 73

ATTACHMENT 1 1.

Information about the Management and Controlling Persons of the Company, as of 31 December 2009

First Name and Surname / Position

Age (years)

Education

Companyâ&#x20AC;&#x2122;s Shareholding Ratio (%)

Family Relationship Among Executives

Work Experience 5-year Credential

Duration

Position

Organization/ Company/ Business Type

Non-Executive Directors 1 Mr. Veraphan Teepsuwan Chairman of the Board of Directors

Master Degree: MBA, Northeastern University, USA Bachelor Degree: Economic, Boston University, USA

0.002

Nil

1) Listed Company 2006-Present Chairman

2007-Present Chairman

1999-Present Chairman

1995-Present Chairman

2003-Present Vice Chairman

Siam City Cement Public Company Limited/ Cement Producer Bank of Ayudhya Public Company Limited/ Commercial Bank Ayudhay Insurance Public Company Limited/ General Insurance Ayudhya Allianz C.P.Life Public Company Limited/ Life Insurance Eastern Star Real Estate Public Company Limited/ Real Estate

2) Non Listed Company 1983-Present Director

Bangkok Broadcasting & T.V. Co., Ltd/ Television Broadcasting

Page 59 of 73

First Name and Surname / Position

Age (years)

Education

Companyâ&#x20AC;&#x2122;s Shareholding Ratio (%)

Family Relationship Among Executives

Work Experience 5-year Credential

Duration

2 Mr. Paul Heinz Hugentobler

Vice Chairman of the Board of Directors

Certificate: International Senior Management Program, Harvard Business School, USA

0.022

Position

Nil

1) Listed Company 2001-Present Vice Chairman

1999-2000

Managing Director

2002-Present Member of the Executive Committee 2000-Present Director

Lic.oec.HSG, Graduate School of Economic and Business of St.Gallen, Switzerland

Organization/ Company/ Business Type Siam City Cement Public Company Limited/ Cement Producer Siam City Cement Public Company Limited/ Cement Producer Holcim Ltd/ Cement Producer Lanna Resources Public Company Limited/ Coal Production & Distribution

2) Non Listed Company Bachelor Degree: B.Sc. in Civil Engineering, Swiss Federal Institute of Technology, Zurich

2004-Present Director

2001-Present Director

1998-Present Director

2001-Present Director

2001-Present Chairman

3 Mr. Chachchon Ratanarak Directors

Bachelor Degree: B.Sc. Economics (Honors), University of London, England

0.435

Holcim Participation Company Limited/ Holdings Company Holcim Services (Asia) Company Limited/ Service Thai Roc-Cem Company Limited/ Holdings Company Holcim Capital (Thailand) Company Limited/ Holding Company Siam City Concrete Company Limited (Subsidiary)/Readymixed concrete and aggregates Conwood Company Limited (Subsidiary)/ Construction Material Eagle Cement Holding Company Limited (Subsidiary)/ Holding

Nil 1) Listed Company 2006-Present Director

Siam City Cement Public Company Limited/ Cement Producer

2) Non Listed Company 2006-Present Chairman & CEO

Tonson Property Company Limited / Real Property Development

Page 60 of 73

First Name and Surname / Age (years) Position

Education

Companyâ&#x20AC;&#x2122;s Shareholding Ratio (%)

Family Relationship Among Executives

Work Experience 5-year Credential

Duration

4 Mr. Thaveepol Kongseri Director

Bachelor Degree: Mechanical Engineering, Shizuoka University, Japan

0.007

Position

Nil

Organization/ Company/ Business Type

1) Listed Company 2007-Present Director

Present

Director

1994-2003

Director

Siam City Cement Public Company Limited/ Cement Producer Eastern Star Real Estate Public Company Limited/ Real Estate Ayudhya Allianz C.P.Life Public Company Limited/ Life Insurance

2) Non Listed Company 1979-Present Executive Director 1999-Present Director

1998-Present Director

2004-2004

Director and Independent Director

Super Asset Company Limited/ Real Property Sunrise Equity Company Limited/ Investment Advisor Koakeaw Country Club Company Limited/ Golf Course Siam Phurimongkol Company Limited/ Real Estate Royal Porcelain Public Company Limited/ Ceramic Tableware Manufacturer

Page 61 of 73

First Name and Surname / Age (years) Position

Education

Companyâ&#x20AC;&#x2122;s Shareholding Ratio (%)

Family Relationship Among Executives

Work Experience 5-year Credential

Duration

5 Mr. Prakob Visitkitjakarn

Director, Chairman of the Audit Committee

Master Degree: MBA-Finance, Indiana University, USA

Nil

Position

Nil

Organization/ Company/ Business Type

1) Listed Company 1999-Present Director, Siam City Cement Chairman of the Public Company Audit Committee Limited/ Cement Producer 2008-Present Chairman of the Sri Trang Agro Audit Committee Industry Public Company Limited/ Agribusiness 1999-2007 Member of Audit Sri Trang Agro Committee Industry Public Company Limited/ Agribusiness 1993-Present Independent Sri Trang Agro Director Industry Public Company Limited/ Agribusiness 1986-1995, Executive Vice Bank of Ayudhya 1997-2002 President Public Company Limited/ Commercial Bank

Bachelor Degree: Finance (Honors), Indiana University, USA

2) Non Listed Company

6 Mr. Chet Raktakanishta

Director, Member of the Audit Committee (Independent Director)

Bachelor Degree: Management, Brigham Young University, USA

Nil

2006-Present Director

Lease IT Company Limited/ Leasing

2006-2008

Ayudhya Auto Lease Public Company Limited/ Auto Leasing

Nil 1999-2010

2007-2010

Deceased January 2010 2003-2010

1994-2010

First Name and Surname / Age (years) Position

Education

Companyâ&#x20AC;&#x2122;s Shareholding

Independent Director and Member of Audit Committee

Family Relationship

Listed Company Siam City Cement Public Company Limited/ Cement Producer Bank of Ayudhya Public Company Limited/ Commercial Bank Audit Committee Media of Medias and Chairman of Public Company Nomination and Limited / Media & Remuneration Publishing Committee Director and Ayudhya Insurance Member of Public Company Nomination and Limited/ General Remuneration Insurance Committee

Independent Director, Member of the Audit Committee Director

Work Experience 5-year Credential

Page 62 of 73

Ratio (%)

7 Mr. Prabhol Buranasiri

Director, (Independent Director)

Bachelor Degree: Engineering EE, Worcester Polytechnic Institute, USA

Nil

Among Executives

Duration

Position

Organization/ Company/ Business Type

Nil 2009-Present Independent Director, Member of the Audit Committee 2008-2009 Independent Director

Member of Audit Committee Since November 2009

2007-2008

Director

1996-2001

General Manager and Managing DirectorMarketing

1) Listed Company Siam City Cement Public Company Limited/Cement Producer Siam City Cement Public Company Limited/Cement Producer Siam City Cement Public Company Limited/Cement Producer Thai German Ceramic Industry Public Company Limited/ Property & Construction

2) Non Listed Company 2001-Present Management Consultant

8 Mr. Pongpinit Tejagupta

Director, (Independent Director) Member of Audit Committee Since March 2010

Master Degree: MBA, University of Detroit, Michigan, U.S.A.

Nil

1) Listed Company 2009-Present Independent Director, Member of the Audit Committee 2005-Present Director (Authorized Signature Director) 2003-Present Director

Bachelor Degree: Accounting Chulalongkorn University

Inter Pacific Development Company Limited/ Machine Distributor

Siam City Cement Public Company Limited/Cement Producer Bank of Ayudhya Public Company Limited/ Commercial Bank Ayudhya Insurance Public Company Limited/ General Insurance

2) Non Listed Company 1996-Present Director

First Name and Surname / Age (year Position

Education

Companyâ&#x20AC;&#x2122;s Shareholding Ratio (%)

Family Relationship Among Executives

2001-2008

Director

2003-2005

Director

Krungsriayudhya Card Company Limited/ Credit Card Ayudhya Asset Management Company Limited/Asset Management PrimaVest Asset Management Company Limited/ Asset Management

Work Experience 5-year Credential

Duration

Position

Organization/ Company/ Business Type

Page 63 of 73

9 Mr. Harald Link

Independent Director,

Lic.oec.HSG University of St. Gallen, Switzerland

Nil

Nil 2009-Present Independent Director

Resigned from the member of Audit Committee November 2009

1) Listed Company Siam City Cement Public Company Limited/ Cement Producer

1998-2009

Director, Siam City Cement Member of the Public Company Audit Committee Limited/ Cement Producer 2000-Present Director True Corporation Public Company Limited/ Telecommunication 2) Non Listed Company 1987-Present Managing Partner

First Name and Surname / Age (years) Position

Education

Companyâ&#x20AC;&#x2122;s Shareholding Ratio (%)

Family Relationship Among Executives

B.Grimm & Co., Registered Ordinary Partnership / Investment Advisory Services

Work Experience 5-year Credential

Duration

Position

Organization/ Company/ Business Type

Page 64 of 73

Executive Directors3 10 Ms. Chantana

Sukumanont Director

Certificate: Advanced Management Program, Harvard Business School, USA

Nil

1) Listed Company 2006-Present Deputy Chairman of the Executive Committee 2004-Present Director, Executive Vice President (Customer Relationship) 1998-2004 Senior Vice President (Marketing and Sales) 2010-Present Independent Director and Member of Audit Committee

Diploma in Business Studies, The Center for Economic and Political Studies, UK

Siam City Cement Public Company Limited/ Cement Producer Siam City Cement Public Company Limited/ Cement Producer Siam City Cement Public Company Limited/ Cement Producer Minor International Public Company Limited/ Hospitality and leisure

2) Non Listed Company Present

Vice Chairman

Present

Director

2004-Present Director

2002-Present Director

2009-Present Director

First Name and Surname / Age Position (years)

Education

Companyâ&#x20AC;&#x2122;s Shareholding

Family Relationship

Thai Cement Manufacture Association/Nonprofit Organization Thai Listed Companies Association/Nonprofit Organization Siam City Concrete Company Limited (Subsidiary)/ Ready -Mixed concrete and aggregates Conwood Company Limited (Subsidiary)/ Construction Material Eagle Cement Holding Company Limited (Subsidiary)/ Holding

Work Experience 5-year Credential

Page 65 of 73

Ratio (%)

11 Mr. Vanchai Tosomboon

Director

Master Degree: MBA, Asian Institute of Management, Manila

0.013

Among Executives

Duration

Position

Nil

1) Listed Company 2009-Present General Manager, Geocycle, a Business unit of the Company 2004-Present Director, Executive Vice President (Saraburi Operations) 1999-2004 Executive Vice President (Subsidiaries)

Bachelor Degree: Law, Thammasat University

Organization/ Company/ Business Type

1999-Present Director

1999-2004

Managing Director

Siam City Cement Public Company Limited/ Cement Producer Siam City Cement Public Company Limited/ Cement Producer Siam City Cement Public Company Limited/ Cement Producer Lanna Resources Public Company Limited/ Coal Production & Distribution Diamond Roofing Tiles Public Company Limited/ Construction Materials

2) Non Listed Company 2005-Present Director

2004-2005

Chairman of Executive Committee

1999-2004

Managing Director

1999-2005

Chairman

2002-Present Director

2004-Present Director

First Name and Surname / Age (years) Position

Education

Companyâ&#x20AC;&#x2122;s Shareholding

Family Relationship

Royal Porcelain Public Company Limited/ Ceramic Tableware Manufacturer Royal Porcelain Public Company Limited/ Ceramic Tableware Manufacturer Royal Porcelain Public Company Limited/ Ceramic Tableware Manufacturer Karat Faucet Company Limited/ Bathroom Fittings and Accessories Conwood Company Limited (Subsidiary) Construction Material Eagle Cement Holding Company Limited (Subsidiary)/Holding

Work Experience 5-year Credential

Page 66 of 73

Ratio (%)

12 Mr. Philippe Arto

Managing Director

Master Degree: Public Administration, Harvard Kennedy School, Boston, USA

Nil

Among Executives

Duration

1) Listed Company 2009-Present Managing Director, Chairman of the Executive Committee 2003-2008 President and Chief of Executive Officer

ST.Lawrence Cement, Holcim Group, Canada/ Cement Producer

Queensland Cement Limited, Holcim Group, Australia/ Cement Producer 1999-2001 General Obourg-Origny, Manager French Holcim Group, Market French-Benelux/ Cement Producer 2009-Present Chairman Siam City Concrete Company Limited (Subsidiary)/ Ready-mixed concrete and aggregates 2009-Present Chairman Conwood Company Limited (Subsidiary)/ Construction Material 2009-Present Director Eagle Cement Holding Company Limited (Subsidiary)/ Holding

Bachelor Degree: Science and Engineering, Ecole Polytechnique, Paris

Education

Siam City Cement Public Company Limited/ Cement Producer

2) Non Listed Company 2002-2003

Age (years)

Organization/ Company/ Business Type

Nil

Master Degree: Civil Engineering, Ecole Nationale Des Ponts Et Chaussees, Pari

First Name and Surname / Position

Position

Companyâ&#x20AC;&#x2122;s Shareholding

Family Relationship

Managing Director

Work Experience 5-year Credential

Page 67 of 73

Ratio (%)

Executive Committee 13 Mr.Andreas Leutenegger

Senior Vice President (Finance and Controlling)

Advanced Management Program, Harvard Business School, USA

0.001%

Among Executives

Duration

Position

Nil

1) Listed Company 2004-Present Senior Vice President (Finance and Controlling) 1999-2004 Assistant Vice President Corporate reporting

Lic.oec.HSG University of St.Gallen, Switzerland

Senior Vice President (Logistics)

Bachelorâ&#x20AC;&#x2122;s Degree in Electrical Engineering, Chulalongkorn University

Siam City Cement Public Company Limited/ Cement Producer Holcim Limited/ Cement

2) Non Listed Company 1994- 1998

Auditor

KPMG / Audit and Advisory Services

Swiss Certified Public Accountant

14 Mr. Nopporn Thepsithar

Organization/ Company/ Business Type

Nil

1) Listed Company 2004- Present Senior Vice President (Logistics)

Siam City Cement Public Company Limited/ Cement Producer

2002-2003

Logistics Manager

Siam City Cement Public Company Limited

2000-2001

Executive Director

1999-2000

Operations Division Manager

2) Non Listed Company

15 Mr. Siva Mahasandana

Senior Vice President (RMX & Aggregates)

Master Degree: MBA, Finance and Investment (Beta Gamma Sigma), The George Washington University, USA

0.112

TCC Holding Company Limited / Holdings Company SCT Company Limited / ImportExport Company

Nil

1) Listed Company 2009-Present Senior Vice President (RMX & Aggregates) 2007-2009 Vice President Professional Customers 2001-2004 National Sale Manager

Bachelor Degree: Mechanical Engineering, Chulalongkorn University

1999-2001

Siam City Cement Public Company Limited/ Cement Producer Siam City Cement Public Company Limited/ Cement Producer Siam City Cement Public Company Limited/ Cement Producer Business Risk Siam City Cement Management/ Public Company Internal Audit Limited/ Manager Cement Producer

2) Non Listed Company 2004-Present Managing Director

First Name and Surname / Position

Age (years)

Education

Companyâ&#x20AC;&#x2122;s Shareholding

Family Relationship

Siam City Concrete Company Limited (Subsidiary) ReadyMixed Concrete and Aggregates

Work Experience 5-year Credential

Page 68 of 73

Ratio (%)

16 Mr. Tasporn Chantree Senior Vice President People & Organizational Performance (P&OP) Appointed as a member of the Executive Committee on May 15, 2009

Master Degree: Human Resources, National Institute of Development Administration Master Degree: Master of Art, Communication Research, Thammasat University Bachelor Degree: Bachelor of Social WorkSocial Administration, Thammasat University

Nil

Among Executives

Duration

Organization/ Company/ Business Type

Position

Nil

1) Listed Company 2009-Present Senior Vice Siam City Cement President People Public Company & Organizational Limited/ Performance Cement Producer (P&OP) 2007-2009 Deputy Regional Holcim Group HR Director Support Ltd. South Asia & Asean/ Management Services 2004- 2007

2000-2004

Learning & Development Manager

Siam City Cement Public Company Limited/ Cement Producer Recruitment and Siam City Cement Employee Public Company Relation Limited/Cement Manager Producer

2)Non Listed Company 2000-2000

Human Resources Development Manager

Sony Technology (Thailand) Ltd./ Electrical Appliance Manufacturer

1999-2000

Senior Training Specialist

General Motors (Thailand) Ltd./ Automobile Manufacturer

Remark: 1. The equity interest of the members of the Directors/Executive Committee are the information as of 21 August 2009, which are inclusive of the equity interest of their respective spouses and minor children (if any) and shown in percentage of the total issued and outstanding shares amounting 237.5 million shares. 2. Non-executive directors 3. Executive directors

2. The Management of the Company who are Members of the Board of Directors of the Subsidiary and Affiliated Companies, as of 31 December 2009 Page 69 of 73

Management

Mr. Paul Heinz Hugentobler Mr. Veraphan Teepsuwan Mr. Thaveepol Kongseri Mr. Philippe Arto Mr. Vanchai Tosomboon Ms. Chantana Sukumanont

Remarks:

SCCC

/ X / // // //

“/” = ordinary director

Subsidiary 1 /

2 /

3 X

X / /

/ / /

Associated Company 1 /

Related Company 1 2 / /

“//” = executive director

/ /

“X” = chairman of the Board

SCCC = Siam City Cement Public Company Subsidiries 1 = Siam City Concrete Company Limited 2 = Conwood Company Limited 3 = Eagle Cement Holdings Company Limited 4 = Khmer Cement Industry Company Limited Associated 1 = Lanna Resources Public Company Limited Related Company: 1 = Sunrise Equity Company Limited 2 = Thai Roc-Cem Company Limited

ATTACHMENT 2 Page 70 of 73

Director of Subsidiary Company, as of 31 December 2009 In 2009 Siam City Concrete Company Limited (“SCCO”) was the only one subsidiary of the Company that generated over 10% of the Company’s consolidated revenue. The list of SCCO director as of 31 December 2009 was as follows: Siam City Concrete Company Limited Name of Director

Position

Mr. Philippe Paul Alexandre Arto

Chairman

Mr. Paul Heinz Hugentobler

Director

Ms. Chantana Sukumanont

Director

Mr. Siva Mahasandana

Managing Director

ATTACHMENT 3 Report of the Audit Committee for the financial year ended 31 December 2009 Page 71 of 73

ATTACHMENT 4 Report of The Board of Directorsâ&#x20AC;&#x2122; Responsibilities for Financial Statements Page 72 of 73

Page 73 of 73