PROSPECTUS THAI BEVERAGE PUBLIC COMPANY LIMITED ...

Part 2 Issuing CompanyThai Beverage Public Company Limited2. Nature of Business2.1 History and Significant Developments2.1.1 HistoryThaiBev was incorporated as a public company in Thailand on October 29, 2003, under thename “Thai Beverage Public Company Limited” with initial registered capital of Baht 20,000.0 million(and later increased its paid-up capital to Baht 22,000.0 million, Baht 24,444.5 million and Baht25,110.0 million in December 2003, May 2006 and July 2006, respectively). Its objective is to engagein businesses in relation to the production and distribution of alcoholic and non-alcoholic beverages andother by-products as well as any other related businesses through its Subsidiaries. ThaiBev acts as thecenter for management and support as well as overseeing the overall operation of the Company. In May2006, ThaiBev conducted a public offering of shares to investors outside Thailand and domesticinstitutional investors and listed all of its shares on the SGX-ST. As of June 30, 2008, ThaiBev had theregistered capital equaling Baht 29,000.0 million with paid-up capital of Baht 25,110.0 million.In 2006, the Company also purchased shares and acquired businesses of 20 companies, namely,Pacific Spirits (UK) Limited (having 15 Subsidiaries and 3 associated companies) and Best SpiritsCompany Limited from existing shareholders of the said companies which were under common control.This has supported foreign businesses of the Company under the supervision of IBHL. In addition,according to the expansion plan to cover non-alcoholic beverage business, ThaiBev acquired thebusiness of S.P.M. Foods and Beverages Co. (engaging in the production and distribution of drinkingwater, electrolyte beverage, juices and seasoning sauce) in November 2007. Subsequently in 2008, theCompany established Thai Drinks Co. to support the improvement and expansion of drinking waterbusiness. In January 2008, the Company purchased assets used for the operation of production and saleof energy drink and ready-to-drink coffee from Wrangyer Beverage Co. In addition, in September 2008,ThaiBev purchased shares of Oishi Group Plc. (engaging in the operation of Japanese restaurants andproduction and distribution of food and beverages) in the amount of 43.9% of Oishi Group Plc.’s paidupshares and made a tender offer to purchase all securities of Oishi Group Plc. On November 18, 2008,ThaiBev held 89.9% of the issued shares of Oishi Group Plc. In September 2008, ThaiBev sold allshares of Thai Alcohol Plc. As of September 30, 2008, ThaiBev had direct and indirect shareholdings in86 Subsidiaries and 3 associated companies.On September 11, 2008, the major shareholders of ThaiBev, as appeared in the shareholder’sregister book, were Good Show Holdings Limited, Risen Mark Enterprise Ltd., Mr. CharoenSirivadhanabhakdi, Khunying Wanna Sirivadhanabhakdi and Siriwana Co., having shareholdings of13.91%, 12.72%, 12.57%, 12.57% and 8.75% of the total paid-up shares of ThaiBev, respectively.Following its establishment, ThaiBev has restructured its business as set out below.Business restructuringThaiBev was established in 2003 to combine beverage-related businesses of the PrincipalShareholders and their business associates, who operate 89 companies that have separate operations,into a single group of companies. Of these 89 companies, 65 companies were consolidated during 2003and 2004, 4 companies were consolidated during 2005 and 20 companies were consolidated during2006. Prior to the business restructuring, these businesses were under the common control of thePrincipal Shareholders and their business associates of ThaiBev.As the Principal Shareholders who are controlling persons of ThaiBev have a controlling powerover the businesses and operations of companies being consolidated to ThaiBev, both before and afterthe business restructuring, the consolidated financial statements have been prepared on the basis of abusiness combination involving entities and businesses under the common control. Accordingly, thePart 2 Page 14