Ref. PDI/BK-BS-016/2010

26 March 2010

Dear Shareholders,

Subject: Invitation to the 2010 Ordinary Shareholders’ Meeting

Notice is hereby given that the 2010 Ordinary Shareholders’Meeting of Padaeng Industry Public Company Limited will be held on Monday, 26 April 2010 at 14.00 hr, Ballroom, Queen Sirikit National Convention Center, No.60 Ratchadapisek Road, Khlong Toei District, Bangkok 10110, in accordance with the following agenda:

I. Subject to be informed by the Chairman of Board of Directors (if any);

II. Approve minutes of the 2009 Ordinary Shareholders' Meeting held on 23 April 2009;
Minutes of the 2009 Ordinary Shareholders' Meeting held on 23 April 2009 appear in attachment No. 1. The Board of Directors considered and has the opinion that it correctly reflected the resolutions passed by the said Shareholders at the meeting.
Board of Directors' opinion: The Board recommends that the said minutes be adopted.

III. Annual Report of Board of Directors for the year 2009;
The report shows the performance during the fiscal year 2009, which the Board has considered correct and adequate. It is hereby submitted to this Shareholder Meeting for acknowledgement.

Board of Directors' opinion: The Company's performance in 2009 is submitted for the Shareholders' information.

IV. Approve the audited balance sheet and profit and loss statement for 2009;
Detail of the financial statements as at 31 December 2009 appears in 2009 Annual Report. The balance sheet and the profit and loss statements for the year ended on December 31, 2009 was duly audited. The Board and Audit Committee considered it was correct, complete and adequate in accordance with the general accounting principles.

Board of Directors' opinion: The Board recommends that the 2009 audited financial statements be approved.

V.Approve the net profit appropriation and dividend payment for 2009;
An amount of at least 5% of profits after corporate income taxes must be put in reserve, until the total amount in reserve equals 10% of the Company's authorized share capital. The Company will normally pay dividends up to 50% of profits after corporate income taxes, unless the Board determines that the near future cash needs of the Company justify reserving part of the profit to cover those needs.

From the company net profit of 339.16 million Baht, 16.96 million Baht has been allocated to the legal reserve increasing it from 186.00 million Baht to 202.96 million Baht. The Board then recommended the dividend payment for 2009 at 0.92 Baht per share, in excess of the by-laws guidelines, be declared to the Shareholders totaling 226 million shares amounting to 207.92 million Baht or 61.30% of net profit which is higher than the normal dividend policy and can be compared with previous year as follows:

Detail of Dividend Payment	Year 2009	Year 2008
1. Net Profit	339,158,290 Baht	280,823,776 Baht
2. Legal Reserve	16,957,914 Baht	14,041,189 Baht
3. Shares	226,000,000 Shares	226,000,000 Shares
4. Dividend Payment	0.92 Baht	0.82 Baht
5. Total Dividend	207,920,000 Baht	185,320,000 Baht
6. Proportion of Dividend from Net Profit	61.30%	65.99%

The above dividend if paid to a natural person shareholder shall not be entitled to a tax credit as the dividend paid from the income tax-exempted profit.

The Shareholders entitled to receive the dividend shall be those listed in the shareholdersโ€™ Register of the Stock Exchange of Thailand as of Thursday 6 May 2010. Also, Friday 7 May 2010 shall be the book closing date on which the shareholders are listed as specified in Section 225 of the Securities and Exchange Act. The receipt of such dividend shall be within 10 years. And the dividend payment will be made on Thursday 20 May 2010.

Board of Directors' opinion: The Board recommends the dividend payment for 2009 at 0.92 Baht per share be approved, totaling 226 million shares amounting to 207,920,000 Baht.

VI.Elect new members of Board of Directors to replace those who retired by rotation and acknowledge the appointment of the new director;
In compliance with Article 22 of the Company's Articles of Association, among a total of 12 directors, 4 persons who are due to retire by rotation in this annual meeting are Mr. Arsa Sarasin, Mr. Aswin Kongsiri, Mr. Vinai Vamvanij and Mr. Vinij Ongnegnun.

During October-December 2009, the Company gave the minority shareholders an opportunity to propose the agenda and to propose the qualified nominee to be appointed as the director of the Company. There were also nominees proposed in the NRC meeting for consideration.

The Board at its meeting No. 01-2010 on 16 February 2010 has considered qualifications of each nominated director and agreed with Nomination and Remuneration Committee's recommendation that the 4 persons are knowledgeable and have experiences in the Company's line of business which would be beneficial to the Company. The Board proposed that the four retiring directors, namely, Mr. Arsa Sarasin, Mr. Aswin Kongsiri, Mr. Vinai Vamvanij and Mr. Vinij Ongnegnun be re-elected to hold the position for another term.

The curricula vitae of the nominated persons, number of shares held in the Company, position as Director of managerial level in the listed company and other businesses including relationship of the nominated persons appeared in attachment No. 3.

In addition, The Board would like to inform the meeting that the Board at its meeting No. 02-2009 on 11 May 2009 has appointed Mr. Jรผrgen Heppe to the seat left vacant by a former director, Mr. Pablo Fetter, for the remainder of his term in accordance with Article 25 of the Company's Articles of Association.

And at its meeting No. 04-2009 on 10 November 2009 has appointed Mr. Gable F. Gao to the seat left vacant by a former director, Mr. Jรผrgen Heppe, for the remainder of his term in accordance with Article 25 of the Company's Articles of Association.

Board of Directors' opinionThe Board recommends that the shareholders elect 4 directors who retired as directors for another term.

VII. Approve the 2009 annual remuneration of the Board;
Nomination and Remuneration Committee, after taking into consideration the payment in the similar business, had proposed that the bonus payment for the year 2009 to be maintained at the previous level which would not exceed 1 percent of the dividend distributed to the shareholders, to be divided among the Non Executive Directors (The payment of Director’s bonus will be on the pro rata basis and for Non Executive Directors only). The total amount is 2,079,200 Baht.

	Year 2009	Year 2008
Total Directors’ Bonus (Baht)	2,079,200	1,852,860

Directors’ remuneration and sub committees’ remuneration which had been previously approved in AGM 2000 and 2006 meeting are as follows:

1. Board of Directors’ Remuneration;

	Executive Director	Non Executive Director
1. Retaining Fee	-	200,000Baht/year/director
2. Meeting Fee	-	Chairman: 20,000 Baht/meeting Board member: 15,000 Baht/meeting
3. Bonus	-	1% of the dividend distributed to the shareholders, to be divided among the Non Executive Directors.

2. The sub Committees’ Remuneration;

The Sub-Committees *	Meeting Fee	Retaining Fee
1. Audit Committee	-	200,000 บาท/ปี/คน
2. Strategic Committee	20,000 Baht/meeting	-
3. Nomination and Remuneration Committee	20,000 Baht/meeting	-

Note: * For Non Executive Directors only.

Board of Directors' opinion: It is recommended that the 2009 annual remuneration to the directors as proposed by the board be approved.

VIII. Confirm the appointment of the Company's auditors for the year 2010 and approve the audit fees;
Audit Committee has elected PricewaterhouseCoopers ABAS Limited to be the auditor of the Company for 9 years during the years 2001-2009 because of its high standard, expertise and good working record with reasonable fee.

Mrs. Nattaporn Phan-Udom, who has been the company signing partner for 5 years, is required by SEC’s regulation to rotate her responsibilities as statutory signing partner for the Company and is replaced by Mr. Chanchai Chaiprasit.

For 2010 Audit Committee confirmed that Mr.Chanchai Chaiprasit Certified Public Accountant (Thailand) No. 3760, Ms. Nangnoi Charoenthaveesub Certified Public Accountant (Thailand) No. 3044 and Mr. Prasan Chuaphanich Certified Public Accountant (Thailand) No. 3051 of PricewaterhouseCoopers ABAS Limited be appointed as the Company’s auditors for the year 2010, any one being authorized to conduct the audit and express an opinion on the statutory financial statements of the Company. In the absence of the above named auditors, PricewaterhouseCoopers ABAS Limited is authorized to identify one other Certified Public Accountant with PricewaterhouseCoopers ABAS Limited to carry out the work. The proposed fees comprise the following:

			Unit: Baht
	Year 2010	Year 2009 *	Year 2008 *
Audit fee
- Padaeng Industry Plc.	3,350,000	3,350,000	3,350,000
- Subsidiaries & Consolidation	465,000	465,000	495,000
Non-Audit fee
- Auditing of financial statement
prepared under guidelines Other	170,000	240,000;	315,000
Total	3,985,000	4,055,000	4,160,000
* Actual expenses
The proposed auditing firm has no relationship or conflict of interest with the Company, the Managerial Persons of the Company, Majority Shareholders or Related Persons of the said persons. Board of Directors' opinion The Board agrees with the Audit Committee’s recommendation and recommends that PricewaterhouseCoopers ABAS Ltd. be appointed as the Company's auditors for the year 2010 and that the annual audit fees as proposed by the Board be approved

Board of Directors' opinion: The Board agrees with the Audit Committeeโ€™s recommendation and recommends that PricewaterhouseCoopers ABAS Ltd. be appointed as the Company's auditors for the year 2008-2010 subject to annually confirmation in the AGM Meeting and approval of the annual audit fees as proposed by the board be approved.

 IX. Other matter.

   The Shareholders entitled to attend the meeting and cast votes in the meeting shall be those listed in the shareholders’ register of the Stock Exchange of Thailand as of Wednesday 31 March 2010.  Also, Thursday 1 April 2010 shall be the book closing date on which the shareholders are listed as specified in Section 225 of the Securities and Exchange Act.

  You are cordially invited to attend the 2010 Ordinary Shareholders’ Meeting to be held
on Monday 26 April 2010 at 14.00 hr, Ballroom Queen Sirikit National Convention Center, No. 60 Ratchadapisek Road, Khlong Toei District, Bangkok

   For your convenience, if you wish to appoint a person to attend and vote at the Meeting on your behalf, please complete and duly execute only one of the two Proxy Forms (Form A or Form B) attached in Attachment No. 7 or alternatively you may download only one of three Proxy Forms: Form A, Form B or Form C (Form C is only for foreign investors who authorize the custodian in Thailand to keep and safeguard their shares) from www.padaeng.com.

   In addition, you may appoint an Independent Director not having any special interest in the election of Directors agenda as your proxy from the Independent Directors as follows:

   Mr. Paron Israsena, 82 Years old, Address No. 191/18-25 Ratchadaphisek Road, Khlong Toei, Bangkok 10110
   

You are kindly requested to submit the complete Proxy Form to the Company by Friday

Board Secretary Division
Tel. 0 2695 9499 Ext. 9335, 9331
Fax 0 2695 9493

Enclosure :

Minutes of the 2009 Ordinary Shareholders’ Meeting. 2009 Annual report in CD-ROM format (A print version of the annual report can be obtained by contacting Padaeng Industry Public Company Limited,     CTI Tower 27th Floor, 191/18-25 Ratchadaphisek Road, Khlong Toei, Bangkok 10110 Tel : 0 2695 9499 Ext. 9336  Fax : 02 695 9493). Notes to Agenda 6. Company’s Articles of Association relating to the General Shareholders’ Meeting. Documents required prior to attending the Meeting, Proxy, Registration and Voting. Map of Queen Sirikit National Convention Center. Proxy Form A and B.