Ref. PDI/BK-BS-017/2013

27 March 2013                                        

Dear Shareholders,

Subject: Invitation to the 2013 Ordinary Shareholders’ Meeting

Notice is hereby given that the 2013 Ordinary Shareholders’ Meeting of Padaeng Industry Public Company Limited will be held on Monday, 29 April 2013 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 the Board of Directors (if any);

II. Approve minutes of the 2012 Ordinary Shareholders' Meeting held on 26 April 2012;
Minutes of the 2012 Ordinary Shareholders' Meeting held on 26 April 2012 appears in attachment No. 1. The Board has considered and has the opinion that it correctly reflected the resolutions passed by the Shareholders at the meeting.
Board of Directors' opinion: The Board recommends that the said minutes be adopted.

III. Annual Report of the Board of Directors for the year 2012;
The report shows the performance during the fiscal year 2012, which the Board has considered correct and adequate. It is hereby submitted to this Shareholders’ Meeting for acknowledgement.

Board of Directors' opinion: The Company's performance in 2012 is submitted for the Shareholders' information.

Approve the Audited Financial Position Statements and Comprehensive Income Statements for 2012;
Detail of the financial statements as at 31 December 2012 appears in 2012 Annual Report. The Statements of Financial Position and Statements of Comprehensive income for the year ended on December 31, 2012 was duly audited. The Board and Audit Committee considered it was correct, complete and adequate in accordance with the general accounting principles. Important figures are as follows:

Brief important figures	Year 2012	Year 2011
Total Assets (Million Baht)	6,114.39	7,148.25
Total Liabilities (Million Baht)	2,244.54	2,569.09
Total Shareholders’ Equity (Million Baht)	3,869.85	4,579.16
Total Revenue (Million Baht)	7,601.74	7,323.13
(Loss) profit attributable to owners of the parent	(571.40)	4.28
(Loss) earnings per share	(2.53)	0.02

From Consolidated Financial Statements

Board of Directors' opinion: The Board recommends that the 2012 audited financial statements be approved.

V. Consider no dividend payment for 2012;
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 Company Financial Statement, the Company net loss of 509.80 million Baht, The Board then recommended no dividend payment for 2012.

Detail of Dividend Payment	Year 2012	Year 2011
1. Net (Loss) profit	(509,801,452 Baht)	41,680,698 Baht
2. Shares	226,000,000 Shares	226,000,000 Shares
3. Dividend Payment	- Baht	0.50 Baht
4. Total Dividend	- Baht	113,000,000 Baht
5. Proportion of Dividend from Net Profit	- %	100.00%*

* The remaining dividends are paid from retain earnings.

Board of Directors' opinion: The performance of the Company has losses, the Board recommends no dividend payment for the year 2012.

VI. Elect new members of Board of Directors to replace those who retired by rotation;
In compliance with Article 22 of the Company’s Articles of Association, among a total of 10 directors, 4 persons who are due to retire by rotation in this annual meeting are Mr. Arsa Sarasin, Mr. Surapol Supradit, Mr. Vinai Vamvanij and Mr. Aswin Kongsiri.

During October-December 2012, 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 NRC had considered the qualification of all the nominees and recommended to the Board to submit the names of the 4 retiring directors to the AGM for reelection for another term.

The Board at its meeting No. 01-2013 on 19 February 2013 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. Surapol Supradit, Mr. Vinai Vamvanij and Mr. Aswin Kongsiri be reelected 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.

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

VII. Consider no bonus payments to the board for 2012;

The Company normally pay bonus to the board which would not exceed 1 percent of the dividend distributed to the shareholders, to be divided among the Non Executive Directors.

From Company Financial Statement, the Company net loss of 509.80 million Baht, The Nomination and Remuneration Committee then recommended no bonus payment to the board members for 2012.

VIII. Approve the appointment of the Company's auditors for the year 2013-2015 and approve the audit fees;
Audit Committee has elected PricewaterhouseCoopers ABAS Limited to be the auditor of the Company for 12 years during the years 2001-2012 because of its high standard, expertise and good working record with reasonable fee.

For 2013 Audit Committee proposed that Mr.Chanchai Chaiprasit Certified Public Accountant (Thailand) No. 3760, who has audited, gave suggestion and signed the Financial Statement of the Company, as the auditor, for 3 years during the year 2010-2012, Mrs. Anutai Poomsurakul Certified Public Accountant (Thailand) No. 3873 and Mr. Pisit Thangtanagul Certified Public Accountant (Thailand) No. 4095 of PricewaterhouseCoopers ABAS Limited be appointed as the Group’s auditors for the year 2013-2015 subjected to annually confirmation in the AGM Meeting, any one of them being authorized to conduct the audit and express an opinion on the financial statements of the Group. In the absence of the above-named auditors, PricewaterhouseCoopers ABAS Limited is authorized to identify one other Certified Public Accountant within PricewaterhouseCoopers ABAS Limited to carry out the work. The proposed fees comprise the following:

Unit: Baht
	Year 2015	Year 2014	Year 2013	Year 2012 *	Year 2011 *
Audit fee
- Padaeng Industry Plc. - Subsidiaries & Consolidation	2,900,000 266,000	2,900,000 266,000	2,900,000 266,000	3,000,000 366,000	3,350,000 465,000
Non-Audit fee
- Auditing of financial statement prepared under other guidelines. - Professional work - Consultant	- - -	- - -	- - -	- - -	- - 18,000
Total	3,166,000	3,166,000	3,166,000	3,366,000	3,833,000

* 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 2013-2015 subjected to annually confirmation in the AGM Meeting and that the annual audit fees as proposed by the Board be approved.

IX. Other matter (if any).

   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 Thursday 21 March 2013. Also, Friday 22 March 2013 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 2013 Ordinary Shareholders’ Meeting to be held on Monday, 29 April 2013 at 14.00 hr, Ballroom, Queen Sirikit National Convention Center, No.60 Ratchadapisek Road, Khlong Toei District, Bangkok 10110, Thailand.

   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 the Independent Directors not having any special interest in the election of Directors agenda as your proxy from the Independent Directors as follows:

   1. Mr. Paron Israsena, 86 Years old, Address No. 191/18-25 Ratchadaphisek Road, Khlong Toei, Bangkok 10110.
   2. Mr. Pinit Vongmasa, 69 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 26 April 2013.

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

Attachments:

Minutes of the 2012 Ordinary Shareholders’ Meeting. 2012 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. 9335 Fax : 02 695 9493). The curricula vitae of the nominated persons. 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.