focusing on the polyester value chain business with the establishment of a PET resin facility in Thailand. Since then, each successive growth and addition has been committed to the polyester value chain. We have grown significantly to become a major global polyester value chain producer with a presence in four key business segments, PET resin, polyester fibers and yarns, PTA, and wool, and operations in five countries across three continents. Our growth in the PET business has been achieved through greenfield investments, strategic acquisitions, and brownfield expansions. From 1995 to 2002, we grew our PET business by engaging in the downstream production of PET preforms, bottles and closures through a joint venture with Serm Suk Pcl, the exclusive bottler for Pepsi products in Thailand, as well as through various expansion projects leading to increased capacities. We expanded our PET production footprint internationally into North America in 2003, with the acquisition of the StarPet facility, and into Europe in 2006, with the commencement of Orion Global PET facility. The expansion made us the only PET resin producer with operations in the three largest consuming regions of Asia, Europe and North America. We have further expanded our manufacturing presence with the acquisition of two PET resin facilities from Eastman Chemical Company in Europe in 2008, and a greenfield investment in the PET business with AlphaPet in North America in 2009. Our PET business was listed on the SET through Indorama Polymers in 2005. Our development in the polyester business has been achieved through the acquisition of distressed assets and organic growth through debottlenecking and asset optimization. We entered the polyester business in 1997 through the acquisition of Indo Poly, a polyester fiber plant in Thailand. In 2008, we acquired Tuntex Thailand, the largest polyester fiber producer in Thailand. Both of our polyester facilities were acquired as distressed assets at a discount to their replacement cost and have been successfully turned around. In 2009, Indo Poly transferred all of its assets to, and all of its liabilities were assumed by, Tuntex Thailand, which was subsequently re-named Indorama Polyester Industries. In a step towards vertical integration, we entered into the PTA business in 2008 through the acquisition of three facilities, IRH Rotterdam, Indorama Petrochem and TPT Petrochemicals. The growth philosophy for our PTA business has been the acquisition of assets at a discount to their replacement cost, providing complementary support to our downstream PET and polyester businesses in Europe and Asia. Investment in Subsidiaries, Associated/ Related Companies As of 31 October 2009 Paid-up % of Investment Cost (1) Name Type of Business Capital (Baht)(2) Shareholding(2) (Baht)(2) Indorama Holdings Limited Holding company and 774,468,000 97.93 1,951,147,000 wool production Indorama Polymers Public PET production 1,382,197,870 69.29 1,392,470,000 Company Limited Indo Poly (Thailand) Limited (3) Polyester production 700,000,000 98.85 676,217,000 Indorama Petrochem Limited PTA Production 4,727,820,420 100.00 2,525,805,000 Indorama Polyester Industries Polyester and PET 2,202,850,000 99.55 1,473,995,000 Public Company Limited production TPT Petrochemicals Public PTA Production 4,925,000,000 52.64 2,184,117,000 Company Limited Remarks: (1) Only companies which are held directly by Indorama Ventures Public Company Limited (2) Information as of 30 September 2009 (3) Indo Poly (Thailand) Limited transferred all its assets to Indorama Polymers Public Company Limited on 31 July 2009 and was dissolved and is being liquidated Change in Capital in the last 3 years Day/Month/Year Capital Increased After Capital Increase Note/Purpose of Fund Application 10 June, 2008 2,175,000,000 2,575,000,000 For business expansion 2 September, 2008 583,644,770 3,158,644,770 For acquisition of Indorama Petrochem Limited 17 September, 2008 192,899,140 3,351,543,910 For acquisition of Indo Poly (Thailand) Limited and Indorama Polyester Industries Public Company Limited 1 February, 2010 400,000,000 3,751,543,910 For offering newly issued shares to public 3 February, 2010 582,727,137 4,334,271,047 For offering newly issued shares to IRP Minority Shareholders who tender their shares in the Tender Offer in accordance with the Shareholding Restructuring Plan between Indorama Ventures Public Company Limited and Indorama Polymers Public Company Limited 1 January - 31 December of each calendar year Accounting Period Mr. Vichien Thamtrakul, Certified Public Accountant, Auditor KPMG Phoomchai Audit Ltd. Thailand Securities Depository Company Limited Registrar Bualuang Securities Public Company Limited Financial Advisor Dividend Policy The policy of the Company is pay a total dividend of not less than 30% of our net profit after tax and after the appropriation of the reserve referred to below. However, our board of directors may amend the dividend policy at any time to take into account the availability of funds to be used as a reserve for debt payment, capital investment for production expansion, to react to changing market conditions or as required to manage the Company's future cashflows. In addition, under Thai law, dividend payments may be paid based on the net profit of the Company derived from its standalone financial statements and not from its consolidated financial statements. Therefore, we are not able to pay any dividend with respect to our profit derived from our consolidated financial statements that is attributable to the net profit of Indorama Holdings which we purchased in 2006 or the negative goodwill that we recorded in 2008 as a result of our 2008 acquisitions. The policy of Indorama Polymers is pay a total dividend of not less than 30% of its net profit after tax and after the appropriation of the reserve, and subject to the limitations, referred to above. The board of directors may amend the dividend policy at any time to take into account the availability of funds to be used as a reserve for debt payment, capital investment for production expansion, to react to changing market conditions or as required to manage the Company's future cashflows. However, the Indorama Polymers board of directors may amend the dividend policy at any time to take into account the availability of funds to be used as a reserve for debt payment, capital investment for production expansion, to react to changing market conditions or as required to manage its future cashflows. B.O.I. Certificates Year of Expiry for Full Year of Expiry for Subsidiary Exemption from Tax 50% Reduction in Tax Asia Pet (BOI Certificate No. 1554(1)/2544) ................................ 2011 N/A Asia Pet (BOI Certificate No. 2229(2)/2550) ................................ 2016 N/A Indorama Polymers (BOI Certificate No. 1644(2)/2549)........................... 2015 N/A Indorama Petrochem (BOI Certificate No. 1123(2)/2547) ........................ 2014 2019 TPT Petrochemical (BOI Certificate No. 1335/2540) ................................ 2006 2011 TPT Petrochemical (BOI Certificate No. 1121(2)/2549) ............................ 2014 2019 Tuntex Thailand (BOI Certificate No. 1315/2539)................................ 2006 2011 Tuntex Thailand (BOI Certificate No. 1271(2)/2552) .............................. yet commenced operation has not has not yet commenced of the business operation of the business No. of shareholders as of 3 February, 2010 can be listed below: No. of % of paid-up No. of shares shareholders capital 1. Strategic shareholders 1.1 Director, manager and executive management including 6 3,113,102,138 71.83 related persons and associated persons - - - 1.2 Shareholder holding > 5 %, including related persons - - - 1.3 Controlling Shareholder 3,746 1,221,168,909 28.17 2. Non-strategic shareholders holding at least 1 trading unit - - - 3. Non-strategic shareholders holding less than 1 trading unit 3,752 4,334,271,047 100.00 Total Major shareholders as of 3 February, 2010 can be listed below: Before IPO After IPO Name No. of shares % No. of shares % 3,112,562,720 92.87 3,112,562,720 71.81 Indorama Resources Limited* 10 0.00 10 0.00 Mr. Aloke Lohia 10 0.00 10 0.00 Mr. Anuj Lohia Total 3,112,562,740 92.87 3,112,562,740 71.81 Remark: Indorama Resources Limited, owned 99.99% by Canopus International. (Canopus International is owned, directly or indirectly, by Mr. Aloke Lohia and his immediate family and Mr. Sri Prakash Lohia and his immediate family. Mr. Aloke Lohia and his immediate family have voting rights over 76.0%, and an equity interest over 49.0%, of Canopus International while Mr. Sri Prakash Lohia and his immediate family have voting rights over 24.0%, and an equity interest over 51.0%, of Canopus International.) Foreign Shareholders: As of 3 February, 2010, the Company has 87 foreign shareholders, holding a total of 3,600,033,554 shares, accounting for 83.06% of registered and paid-up capital. Note: The Company is not restricted on the amount of foreign shareholding according to the Company's Articles of Association item 6, stating that "The Company's shares can be freely transferred without any restriction." Board of Directors As of 30 September, 2010 IVL's board of directors compose of 8 directors. Name Position Start Date Mr. Sri Prakash Lohia Chairman of the Board 30 April, 2009 Vice Chairman and Group Chief Mr. Aloke Lohia 21 February, 2003 Executive Officer Mrs. Suchitra Lohia Director 21 February, 2003 Mr. Sashi Prakash Khaitan Director and President of the Polyester 2 September, 2009 Fiber and Yarn & Wool Business Mr. Amit Lohia Director 30 April, 2009 Mr. William Ellwood Heinecke Independent Director 19 September, 2009 Mr. Rathian Srimongkol Independent Director 19 September, 2009 Mr. Chakramon Phasukavanich Independent Director 19 September, 2009 Board of Directors' Secretary Mr. Harsha V Reddy Audit Committee The Company's Board of Directors meeting no. 6/2009 on 18 September, 2009 resolved the appointment of the Audit Committee. Name of the Audit Committee Name Position Mr. Rathian Srimongkol Chairman Mr. William Ellwood Heinecke Member Mr. Chakramon Phasukavanich Member Mr. Rathian Srimongkol is a member of the audit committee who has adequate knowledge and experience to review reliability of the Company's financial statements. Audit Committees' Secretary Mr. Harsha V Reddy The scope of authority, duties and responsibilities of the audit committee include the following: 1. to review the Company's financial reporting process to ensure that it is accurate and adequate; 2. to review the Company's internal control system and internal audit system to ensure that they are suitable and efficient, to determine an internal audit unit's independence, as well as to approve the appointment, transfer and dismissal of the chief of an internal audit unit or any other unit in charge of an internal audit; 3. to review the Company's compliance with the law on securities and exchange, the regulations of the SET, and the laws relating to the Company's business; 4. to consider, select and nominate an independent person to be the Company's auditor, and to propose such person's remuneration, as well as to attend a non-management meeting with an auditor at least once a year; 5. to review the connected transactions, or the transactions that may lead to conflicts of interest, to ensure that they are in compliance with the laws and the regulations of the SET, and are reasonable and for the highest benefit of the Company; 6. to prepare, and to disclose in the Company's annual report, an Audit Committee's report which must be signed by the Chairman of the Audit Committee and consist of at least the following information: (1) an opinion on the accuracy, completeness and credibility of the Company's financial report; (2) an opinion on the adequacy of the Company's internal control system; (3) an opinion on the compliance with the law on securities and exchange, the regulations of the SET, or the laws relating to the Company's business; (4) an opinion on the suitability of an auditor; (5) an opinion on the transactions that may lead to conflicts of interests; (6) the number of the Audit Committee meetings, and the attendance at such meetings by each committee member; (7) an opinion or overview of comments received by the Audit Committee from its performance of duties in accordance with the charter; and (8) other transactions which, according to the Audit Committee's opinion, should be known to the shareholders and general investors. 7. to perform any other act as assigned by the Company's board of directors, with the approval of the Audit Committee. Terms of holding office 1. Chairman of the Audit Committee 2 Years 2. Audit Committee member 2 Years Listing Conditions (If any) - None - Silent Period Existing shareholders prior to share public offering holding 3,112,562,720 shares certify to the SET that shares amounting 2,383,849,076 shares accounting to 55% of paid-up capital prior to public offering shares will not be traded for 1 year from the date the Company's securities are traded on the SET. Every 6 months, these shareholders will be eligible to trade the shares or securities prohibited from trading in the amount of 25% of total shares or securities under silent period. After 1 year, the remaining shares or securities can then be sold. - None - Relaxation - None - Others Statistical Summary Indorama Ventures Public Company Limited (Separate Financial Statements) Year Total Sales Net Profit Earnings Dividend Book Value Payout (Baht (Baht per share per share per share Ratio (%) thousand) (1) thousand) (Baht)(2) (Baht)(3) (Baht) Nine Months Ended 30 September, 2009 - 458,495 0.14 - 2.57 - (Reviewed) Year Ended 31 December, 2008 (Audited) - 96,568 0.60 - 50.67 - Year Ended 31 December, 2007 (Audited) - 176,537 4.41 - 20.74 - Year Ended 31 December, 2006 (Audited) - 85,766 2.14 - 16.32 - (1) As an investment company, the Company has no revenue from sales (2) Based on 40,000,000 shares in 2006, 40,000,000 shares in 2007, 160,914,415 shares in 2008, and 3,351,543,910 shares in the nine months ended September 30, 2009. Par @ Baht 10 for the year ended 31 December 2006, 2007, 2008 and par @ Baht 1 for nine months ended 30 September, 2009 (3) Calculated by dividing dividend payment by of the net profit of the same operation period of such dividend payment. Figures are obtained from separate financial statement. Indorama Ventures Public Company Limited and Subsidiaries (Consolidated Financial Statements) Year Total sales Net profit Earnings Dividend Book value Payout (Baht (Baht per share per share per share ratio (%) (Baht)(2) (Baht)(3) thousand) thousand) (Baht) (1) Nine Months Ended 30 September, 2009(Reviewed) 59,072,177 3,445,708 1.03 - 6.42 - (more)