Po Por 033/014/2550
2 April 2007

RE:       Invitation to the 2007 Annual General Meeting of Shareholders

To:       Shareholders
             Prasit Patana Public Company Limited

Enc.:

1. Copy of the minutes of the Extraordinary General Meeting of Shareholders No.  1/2548
2. 2006 Annual Report
3. Preliminary information about the directors whose term has expired and have been proposed for re-appointment
4. Scope of duty of the board and committees, including their remuneration
5. Preliminary information about the Auditors
6. Articles of Association  related to the Shareholders' Meeting
7. Documents and evidences that must be presented at the Shareholders' Meeting
8. Proxy Form
9. Details on the independent directors
10. Map to the Shareholders' Meeting Place

The Board of Directors of Prasit Patana Public Company Limited gave a resolution to hold the 2007 General Meeting of Shareholders on Thursday 26th April 2007, at 14.00 at the Meeting Room 9th Floor, Phyathai 2 Hospital Parking Building, 943 Phaholyothin Road, Samsennai Sub-District, Phyathai District, Bangkok 10400.  The agenda at the Meeting is as follows.

Agenda 1:       To consider and certify the minutes of the Extraordinary Meeting of Shareholders No. 1/2548

Objectives and Reasons:  The Company held the Extraordinary General Meeting of Shareholders No.1/2548 on 20th June 2005.  A copy of the meeting minutes is ATTACHMENT to this convening notice as Attachment 1.

Board of Directors’ Opinion:   Propose that the Meeting certify the minutes of the Extraordinary General Meeting of Shareholders No. 1/2548, held on 20th June 2005.

Agenda 2:       To acknowledge, approve and ratify the Board of Directors’ performance for 2006

Objectives and Reasons: Report the Company's operation results for 2006.  Details are shown in the Annual Report of the Board of Directors ATTACHMENT to this convening notice as Attachment 2.

Board of Directors’ Opinion:  Propose that the Shareholders' Meeting acknowledge and certify the Board of Directors’ performance for the Year 2006.

Agenda 3:       To consider and approve the financial statements of the Year ended 31 December 2006

Objectives and Reasons: Propose the financial statements as of the year ended 31 December 2006 as shown in the Annual Report, which has been audited by the auditors and approved by the Audit Committee.

Board of Directors’ Opinion: Propose that the Shareholders' Meeting endorse and approve the financial statements as of the year ended 31 December 2006 as shown in the Annual Report, which has been audited by the Auditors and approved by the Audit Committee.

Agenda 4:       To acknowledge the Company’s operating results and approves no dividend payment for 2006

Objectives and Reasons:  The Company has a policy to pay dividend to shareholders as seen appropriate by the Board of Directors, taking into account the Company's annual operation results.  Dividend payment must also be approved by the shareholders' meeting.  In 2006, the Company still has retained loss of 46,534,789 baht, which according to the Public Company Act, the Company cannot pay dividend.

Board of Directors’ Opinion:  Propose that the Shareholders' Meeting acknowledge the Company's operation results and withheld dividend payment for 2006, because the company has retained loss of 46,534,789 baht in 2006.

Agenda 5:       To consider and approve the appointment of directors to replace directors whose retired by rotation

Objectives and Reasons:  The Shareholders' Meeting should consider appointing directors as Article 12 of the Company's Articles of Association states that at each annual general meeting of shareholders, one-third of directors must resign. If the number of directors who resign cannot be divided exactly in one-third, the nearest number of 1/3 must retire by rotation. The names of directors whose term ends by rotation for this year as shown in Attachment 3 are as follows:

1. Mr. Wichai Thongtang                 Chairman of the Board and Authorized Director of the                                                         Company                             
2. Mr. Att Thongtang                      Director and Authorized Director of the Company  
3. Dr.  Sathian Limphongpand         Director
4. Mr. Taratorn Premsoontorn        Director
5. Mr. Nuttawut Phowborom           Independent Director/ Audit Director

Board of Directors’ Opinion:  The five directors whose term has expired are capable, knowledgeable people who have been participating at the Board Meetings regularly. They also give valuable advice for the Company's benefit.  Therefore, it is agreed that the Shareholders' Meeting should re-elect these directors who would retire by rotation from directorship for another term as follows.

1. Mr. Wichai Thongtang                 Chairman of the Board and Authorized Director of the Company
2. Mr. Att Thongtang                       Director and Authorized Director of the Company  
3. Dr. Sathian Limphongpand           Director
4. Mr. Taratorn Premsoontorn          Director
5. Mr. Nuttawut Phowborom           Independent Director/ Audit Director

Agenda 6:       To consider and approve the directors’ remuneration

Objectives and Reasons: The directors’ remuneration should be appropriate and reasonable to their capabilities and responsibilities.  The Board of Directors who determines the remuneration compares to that of the registered companies on the SET in similar business type and size. The remuneration allocated to the Company Board and Committees is based on their job scope as shown in Attachment 4.

Board of Directors’ Opinion: Propose that the Shareholders Meeting approve the directors' remuneration for the year 2007 in the amount of 2,300,000 baht, which is the same as in the past year and is 1.73% of total income of the Company. 

Agenda 7:       To consideration and approve the appointment of the Company's auditors for the Year 2007 and approve the auditor's remuneration

Objectives and Reasons:  Allow the Shareholders' Meeting to appoint the auditors for the Year 2007 and approve the auditor's remuneration in accordance to Section 120 of the Public Companies Act B.E.2535

Board of Directors’ Opinion: The Securities and Exchange Commission (the SEC) requires that registered companies must change their auditors at least once every 5 years. Mr. Vairoj Jindamaneepitak, CPA from KPMG Phoomchai Co., Ltd. has been the CPA for the Company from 2001 to 2006, total 5 years.  Thus it is time to change the CPA to conform with the applicable SEC regulations. KPMG proposes their audit service in 2007 and there are three auditors as follows.

1. Mr. Ekkasit   Chuthamsatid          Registration No. 4195 or
2. Ms. Kalyarat Chaivorapongsa     Registration No. 3460 or
3. Mr. Charoen Phosamritlert          Registration No. 4068

After consideration, the Board considers it appropriate to continuing engaging KPMG for the Accounting Year 2007, because

1.   KPMG is an audit company which is well-known worldwide.  Therefore, we believe that their auditors can work professionally and independently.  They should be able to cooperate with the Audit Committee, Management and Internal Control Department to audit the system and operation, control and follow up efficiently and to keep up with the standard.

2.   Last year, KPMG performance was satisfactory.

3.   KPMG was the auditor since the Company was conducting the business rehabilitation plan and understood the Company's complicated situation. Employing KPMG allows continuous audit work.

The CPA proposes the remuneration for the year 2007 to be 1,380,000 baht, up 10.40% as compared to 1,250,000 baht in 2006.  The Board of Directors agreed to approve because of the greater work load and the change in the Accounting Standard in 2007.  Moreover, the Company and its subsidiaries also changed new computer programs which complicate the audit procedure.

Board of Directors’ Opinion: Agreed that KPMG is a well-known audit company is independent and has no interests in the Company or its subsidiaries or with the management or their related persons.  It also does not provide other services to the Company and its subsidiaries with higher value than the audit remuneration. Propose that the Shareholders Meeting approve appointing KPMG to be the Company's auditors for the Year 2007.  Their name list is as follows:

1. Mr. Ekkasit   Chuthamsatid                Registration No. 4195 or
2. Ms. Kalyarat Chaivorapongsa           Registration No. 3460 or
3. Mr. Charoen   Phosamritlert              Registration No. 4068

ATTACHMENT are their background, work experiences and remuneration.

KPMG is also the shareholders’ representative in examining the votes counted at the Shareholders' Meeting. 

Agenda 8:       To consider any other matter (if any)

I would like to invite shareholders to the Shareholders' Meeting on the date and at the time and place as mentioned above.  Registration is opened to shareholders since 13.00 onwards.  If you cannot attend the Meeting yourself and would like to appoint a proxy to vote at this Meeting, please fill in the details and sign the Proxy Form with necessary documents or evidences for meeting participation.  List of documents is ATTACHMENT to this notice.

Yours sincerely,

(Mr. Wichai Thongtang)