Agenda 1

To consider and adopt the minutes of the Annual General Meeting of Shareholders for the year 2011

   Rationale: The Annual General Meeting of Shareholders for the year 2011 was held on April 29, 2011 as per the minutes of the aforesaid meeting, a copy of which is provided in Enclosure 1 enclosed to this notice of the Meeting to shareholders.

   Board of Directors' opinion: The Meeting should approve the said Minutes of the Meeting.

 Agenda 2

Notify the changes of directors of the Company

   Rationale: As the Company had held the Board of Directors’ Meetings to appoint new directors in replacement of 6 former directors who resigned before the end of their term, the Company would therefore like to notify the changes of directors of the Company as follows:-

   (1) The Board of Directors Meeting No. 3/2011 held on April 1, 2011 approved the appointment of Miss Wandee Khunchornyakong as the director of the Company replacing Miss Sureerat Thongbri; and approved the appointment of Mr. Chanchai Kultavarakorn as the director of the Company replacing Mr. Somchai Vongratanavitchit; and approved the appointment of Mr. Somsak Khunchornyakong as the director of the Company replacing Mr. Supote Wannnarote; and

   (2) The Board of Directors Meeting No. 4/2011 held on April 18, 2011 approved the appointment of Mr. Kiatichai Pongpanich as a director of the Company who is a member of the Audit Committee and an independent director in replacement of Dr. Suradej Chuntranuluck; and approved the appointment of Dr. Art-ong Jumsai na Ayudhya as a director of the Company who is a member of the Audit Committee and an independent director in replacement of Mr. Lertchai Wongchaiyasit; and approved the appointment of Assistant Professor Dr. Siripong Preutthipan as a director of the Company who is a member of the Audit Committee and an independent director in replacement of Mr. Numpon Ngurnnumchoke.

   Whereby each of the new directors appointed will retain office as the directors of the Company only for the remaining terms of office of the resigned directors.

   Board of Directors' opinion: This agenda is for acknowledgment. Therefore, the voting is not required.

 Agenda 3

To consider and approve the increase in number of the Board of Directors and the appointment of new directors

   Rationale: Due to the expansion of the Company’s business, the Company would like to propose to the Meeting to consider and approve the increase in number of the Board of Directors of the Company from 7 persons to 9 persons, whereby the appointment of 2 new directors be, namely, Mr. Jirakom Padumanon and Mr. Kevin Gerald Parnell, to be the new directors of the Company as per the biography of the nominated new directors provided in Enclosure 2 enclosed to this notice of the meeting to shareholders.

   Board of Directors' opinion: The Meeting should approve the increase in number of the Board of Directors of the Company from 7 persons to 9 persons, and should approve the appointment of Mr. Jirakom Padumanon and Mr. Kevin Gerard Parnell to be the new directors of the Company as proposed.

 Agenda 4

To consider and approve the change of name of the Company

   Rationale: Pursuant to the completion of the Company’s acquisition of the ordinary shares in Solar Power Company Limited (“SPC”) (“Share Swap”), the Company would like to propose to the Meeting to consider and approve the change of the Company’s name to be consistent with the change of the Company’s structure.

   By proposing the Company’s name to be the new name as follows:-

   Company’s Name                บริษัท เอสพีซีจี จำกัด (มหาชน),

                                             having its English name as SPCG PUBLIC COMPANY LIMITED

   Symbol of the Company     SPCG

   Company’s Seal

   Board of Directors' opinion: The Meeting should approve the change of the Company’s name as proposed.

 Agenda 5

To consider and approve the amendment of Clause 1 of the Memorandum of Association of the Company re: the Name of the Company

   Rationale: To be consistent with the change of the Company’s name, the Company would like to propose to the Meeting to consider and approve the amendment to Clause 1 of the Memorandum of Association re: the Company’s Name to be as follows:-

   Clause 1. The name of the Company is “ชื่อบริษัท “บริษัท เอสพีซีจี จำกัด (มหาชน)”, having its English name as SPCG PUBLIC COMPANY LIMITED.

   In addition, the Company would like to propose to the Meeting to consider and approve the authorization of Miss Wandee Khunchornyakong and/or any persons assigned by Miss Wandee Khunchornyakong to be the authorized person to amend and add wording to the Memorandum of Association in case the registrar of public limited companies, and/or the Securities and Exchange Commission, including the Stock Exchange of Thailand have orders and/or recommendations to amend certain words in the said document.

   Board of Directors' opinion: The Meeting should approve the amendment to Clause 1 of the Memorandum of Association re: the Company’s Name and approve the authorization as proposed.

 Agenda 6

To consider and approve the amendment of the Articles of Association of the Company

   Rationale: To be consistent with the change of the Company’s name and to be in accordance with the Public Limited Companies Act, B.E. 2535, the Company would like to propose to the Meeting to consider and approve the amendment to the entire Articles of Association of the Company. The Company has summarized the significant amendment to the entire Articles of Association as provided in Enclosure 3 enclosed to this notice. In this regard, details of the Articles of Association not mentioned in Enclosure 3 will remain the same.

   In addition, the Company would like to propose to the Meeting to consider and approve the authorization of Miss Wandee Khunchornyakong and/or any persons assigned by Miss Wandee Khunchornyakong to be the authorized person to amend and add wording to the amended Articles of Association in case the registrar of public limited companies, and/or the Securities and Exchange Commission, including the Stock Exchange of Thailand have orders and/or recommendations to amend certain words in the said document.

   Board of Directors' opinion: The Meeting should approve the amendment to the entire Articles of Association of the Company and approve the authorization as proposed.

 Agenda 7

To consider and approve the change of the authorized directors of the Company

   Rationale: To be consistent with the change of the Company’s structure and the amendment of the entire Articles of Association of the Company, the Company would like to propose to the Meeting to consider and approve the change of the authorized directors of the Company as to be proposed by the Chairman of the Meeting in the Meeting.

   However, the Company will propose this agenda to the Meeting for consideration after the Meeting has resolved to approve the amendment to the entire Articles of Association of the Company as per the detail appeared in Agenda 6 above. .

   Board of Directors' opinion: The change of the authorized directors should be proposed to the Meeting for approval, as to be proposed by the Chairman of the Meeting in the Meeting.

 Agenda 8

The change of the authorized directors should be proposed to the Meeting for approval, as to be proposed by the Chairman of the Meeting in the Meeting.

   Rationale: The Company would like to propose to the Meeting to consider and approve the amendment to Clause 3 of the Memorandum of Association re: the Objectives of the Company to be consistent with the operation of the business as follows:-

      No. (28) Manufacture and distribute materials for manufacturing solar cell including Silicon chunk, Silicon quartz, Wafer sheet, solar cell, Moist Block substance, solar cell material back-attached, frame and all kind of materials.

      No. (29) Services of design, building, distribution, installation, control, testing in electricity generator system with all kinds of alternative energy, including machines and all tools which use for generate electricity in solar power.

      No. (30) Services of energy management mean design, build, service, manage and maintenance power plant with all kinds of alternative energy.

      No. (31) Service in consultation, research, development in electricity generator system with all kinds of alternative energy.

   In this regard, the new Objectives of the Company will consist of 31 Objectives.

   In addition, the Company would like to propose to the Meeting to consider and approve the authorization of Miss Wandee Khunchornyakong and/or any persons assigned by Miss Wandee Khunchornyakong to be the authorized person to amend and add wording to the Memorandum of Association in case the registrar of public limited companies, and/or the Securities and Exchange Commission, including the Stock Exchange of Thailand have orders and/or recommendations to amend certain words in the said document.

   Board of Directors' opinion: The Meeting should approve the amendment to Clause 3 of the Memorandum of Association re: the Objectives of the Company and approve the authorization as proposed.

 Agenda 9

To consider and approve the increase of the registered capital of the Company from Baht 500,000,000 to Baht 515,000,000 by issuance of 15,000,000 new ordinary shares with a par value of Baht 1 each

   Rationale: The Company will issue and offer up to 15,000,000 new ordinary shares with a par value of Baht 1 each by way of private placement, pursuant to the Notification of the Capital Market Supervisory Board ThorChor. 28/2551 Re: Application and Approval for Offering of Newly Issued Shares dated December 15, 2008, to lend to SPC, a subsidiary of the Company, which would use the proceed to purchase capital increase shares issued by its subsidiaries operating and developing solar farm business in the amount of Baht 321,000,000. The Board of Directors has considered and agreed to propose this matter to the Shareholders’ Meeting to approve the increase of the registered capital of the Company by Baht 15,000,000 from Baht 500,000,000 to Baht 515,000,000 by issuance of 15,000,000 new ordinary shares with a par value of Baht 1 each (the details of which are in Enclosure 4).

   Board of Directors' opinion: The Board of Directors has resolved to propose this matter to the Shareholders’ Meeting to approve the increase of the registered capital of the Company by Baht 15,000,000 from Baht 500,000,000 to Baht 515,000,000 by issuance of 15,000,000 new ordinary shares with a par value of Baht 1 each.

 Agenda 10

To consider and approve the amendment of Clause 4 of the Memorandum of Association of the Company to be in accordance with the capital increase

   Rationale: To be consistent with the increase of the Company’s registered capital as detailed in Agenda 9, the Company is required to amend Clause 4 of its Memorandum of Association, which must be approved by the Shareholders’ Meeting, the details of which are as follows:-

   Board of Directors' opinion: The Board has resolved to propose this matter to the Shareholders’ Meeting to approve the amendment to Clause 4 of the Memorandum of Association of the Company in accordance with the capital increase.

 Agenda 11

To consider and approve the allotment of up to 15,000,000 shares with a par value of Baht 1 each to Thai Fa Power Co., Ltd. (who is not a related person of the Company pursuant to the relevant notifications of the Capital Market Supervisory Board or the notification of the Stock Exchange of Thailand) at the price which is not less than 90% of its market price

   Rationale: The Company will issue and offer up to 15,000,000 ordinary shares with a par value of Baht 1 each by way of private placement, pursuant to the Notification of the Capital Market Supervisory Board No. ThorChor. 28/2551 Re: Application and Approval for Offering of Newly Issued Shares dated December 15, 2008, as detailed in Agenda 9. The Board of Directors has considered and agreed to propose to the Shareholders’ Meeting to approve the allotment of up to 15,000,000 ordinary shares with a par value of Baht 1 each by way of private placement to Thai Fa Power Co., Ltd. (who is not related person of the Company pursuant to the Notification of the Capital Market Supervisory Board and/or the Notification of the Board of the Stock Exchange of Thailand) at the subscription price of Baht 22.78 per share which is not less than 90% of the market price (as defined below). Thai Fa Power Co., Ltd. will make the payment of subscription price to the Company in full on June 17, 2011 and Thai Fa Power Co., Ltd. will have the right to nominate 1 candidate to be proposed to the Shareholders’ Meeting for appointment as the Company’s director as permitted by relevant laws and regulations. Other terms and conditions are in accordance with the share subscription agreement made between the Company and Thai Fa Power Co., Ltd.

   Under the relevant notifications of the Securities and Exchange Commission and the Stock Exchange of Thailand (the “SET”), “market price” means the volume weighted average price of the Company’s shares in the SET for the past 14 consecutive days prior to the date of the Board of Directors’ Meeting No. 6/2011 held on April 28, 2011, which resolved to propose the matter to the Extraordinary General Meeting of Shareholders No. 1/2011 on June 16, 2011 to approve the offering of capital increase shares, the price of which, being calculated for the period from 4 April 2011 to 27 April 2011, is Baht 25.31 per share (“market price”).

   For the purpose of allotment of capital increase shares of the Company, the Board of Directors has resolved to propose this matter to the Shareholders’ Meeting to approve the authorization of Miss Wandee Kunchornyakong and/or the Board of Directors and/or person designated by the Board of Directors or authorized director to determine, change or modify the terms and conditions in relation to the allotment of capital increase shares, as well as to proceed with other matters to ensure the completion of the issuance and allotment of capital increase shares to Thai Fa Power Co., Ltd. .

   Board of Directors' opinion: The Board has resolved to propose this matter to the Shareholders’ Meeting to approve the allotment of capital increase shares of the Company as detailed above.

 Agenda 12

To consider and approve the purchase of assets by subsidiary companies of Solar Power Co., Ltd., a subsidiary of the Company, which constitutes the category 1 transaction pursuant to the Notification of the Capital Market Supervisory Board ThorChor. 20/2551 Re: Rules on Significant Transactions Constituting Acquisition or Disposition of Assets and the Notification of the Stock Exchange of Thailand Re: Disclosure of Information and Actions of a Listed Company on Acquisition or Disposition of Assets B.E. 2547 (the “Notification of Acquisition or Disposition of Assets”)

   Rationale: The 3 subsidiary companies of SPC (“3 Subsidiaries”) will purchase assets for development of 3 solar farm projects worth approximately Baht 700,000,000 each being a total value of not exceeding Baht 2,100,000,000, whereby the Company will use the proceeds obtained from the capital increase detailed in Agenda 9 to provide the loan to SPC to purchase capital increase shares in the 3 Subsidiaries in the approximate amount of Baht 107,000,000 each being a total amount of Baht 321,000,000 in which SPC will hold approximately 51% stake of the total registered capital in all the 3 Subsidiaries.

   The entry into such transactions by the 3 Subsidiaries, when calculating with the aggregate value of the acquisition of assets of Solar Power (Khon Kaen 1) Co., Ltd. (“SPKK1”), a subsidiary of SPC, which was previously approved by SPC’s Board of Directors Meeting No. 25/2010 on December 13, 2010 and from SPKK1’s Board of Directors Meeting No. 4/2010 on August 27, 2010, result in the total value of the transactions equivalent to 58.1% (under the assumption that SPC holds 100% of the shares of SPKK1 and the calculation is based on the consolidated financial statements of the Company for the period ended March 31, 2011) on the basis of total consideration, which obtains the highest value compared to other basis and such value is the total value of all acquisition transactions entered into within the past 6 months calculated on such basis. The transaction constitutes the acquisition of asset under Category 1 transaction under the Notification of Acquisition or Disposition of Assets.

   The Company is therefore required to disclose information regarding the said transactions (the details of which are in Enclosure 5) and propose this matter to the Shareholders’ Meeting to approve the entry into the transactions by the votes of at least three-fourths (3/4) of the total votes of the shareholders attending the meeting and having voting rights, excluding the votes of interested shareholders.

   The Company has appointed Phillip Securities (Thailand) Public Company Limited as the independent financial advisor to render opinions regarding the transaction to provide information for the shareholders’ consideration in the matter, which is in accordance with the Notification of Acquisition or Disposition of Assets (please refer to the opinion report of the independent financial advisor on the acquisition of assets of the Company in Enclosure 6).

   Board of Directors' opinion: The Board has resolved to propose this matter to the Shareholders’ Meeting to approve the entry into the transactions as detailed above.

 Agenda 13

To consider and approve the change of the remuneration of directors, members of the Audit Committee and the Remuneration Committee for the year 2011

   Rationale: The Annual General Shareholders’ Meeting 2011 on April 29, 2011 resolved to approve the remuneration of directors, members of the Audit Committee and the Remuneration Committee as follows:-

The remuneration for directors, Audit Committee, and Remuneration Committee for the year 2011 is:

A shareholder inquired whether the remuneration should be reconsidered to be in accordance with the Company’s current business, which expanded and includes the addition of solar energy business to the steel business, which resulted in the change in structure and scope of work of the Company. The Remuneration Committee has reconsidered the appropriate remuneration by taking into account the performance level in the industry, experience, scope of work and responsibilities of directors that have changed, and proposed to change the remuneration of directors, members of the Audit Committee and the Remuneration Committee for the year 2011 as follows:-

Remuneration of the Board of Directors consists of:

-    Salary

Chairman of BOD                                        Bht 25,000/month

(Only for non-executive directors)

Directors                                                   Bht 10,000/month

(Only for non-executive directors)

-    Meeting allowances

Chairman of BOD                                        Bht 15,000/meeting attendance

(Only for directors who attend the meetings)

Directors                                                    Bht 10,000/meeting attendance

(Only for directors who attend the meetings)

Remuneration of the Audit Committee consists of:

-    Salary

Chairman of Audit Committee                        Bht 25,000/month

Audit Committee member                             Bht 20,000/month

-    Meeting allowances

Chairman of Audit Committee                        Bht 15,000/meeting attendance

(Only for directors who attend the meetings)

Audit Committee member                             Bht 10,000/meeting attendance

(Only for directors who attend the meetings)

Remuneration for Remuneration Committee consists of:

-    Meeting allowances

Chairman of Remuneration Committee           Bht 15,000/meeting attendance

(Only for directors who attend the meetings)

Remuneration Committee                            Bht 10,000/meeting attendance

(Only for directors who attend the meetings)

Bonus

Agreed to determine remuneration for directors in the form of bonuses that reflect and are in conjunction with the performance or net profit of the Company, but which does not exceed 2% of the annual profit.

-      Maximum limit not exceeding Bht 1,200,000 for Chairman of BOD and Chairman of Audit Committee

-      Maximum limit not exceeding Bht 1,000,000 for Executive Directors and Presidents

-      Maximum limit not exceeding Bht 800,000 for Directors and Audit Committee Directors

The Remuneration Committee shall determine the criteria and allocation of said bonuses.

   Board of Directors' opinion: The Board has resolved to propose this matter to the Shareholders’ Meeting to approve the change in remuneration of directors, members of the Audit Committee and members of the Remuneration Committee for the year 2011 as detailed above.

 Agenda 14

To consider and approve the additional remuneration of the auditor in respect of the consolidated financial statements of the Company and Solar Power Co., Ltd. and subsidiaries

   Rationale: The Annual General Shareholders’ Meeting 2011 on April 29, 2011 resolved to approve the appointment of Mr. Ampol Chamnongwat Certified Public Accountant No.4663 or Ms. Wanraya Puttasatien Certified Public Accountant No.4387 or Mr. Naris Saowalagsakul Certified Public Accountant No. 5369 of S.K. Accountant Services Co., Ltd. to be the Company’s Auditor for the financial period ended December 31, 2011 and determined the auditor fee at Bht 540,000 which was the same rate as year 2010. The stated remuneration is for the review of the Company’s financial statements; however, the Company completed its merger afterwards, which resulted in the auditors having to prepare the consolidated financial statements of the Company and SPC and its subsidiary companies. The Audit Committee resolved to propose to approve the additional remuneration of the auditor in respect of the consolidated financial statements in the amount of Baht 200,000, which brings the total amount of the remuneration of the auditor for the year 2011 to Baht 740,000.

   Board of Directors' opinion: The Board has resolved to propose this matter to the Shareholders’ Meeting to approve the additional remuneration of the auditor for the year 2011 in respect of the consolidated financial statements of the Company and Solar Power Co., Ltd. and subsidiaries as detailed above.

 Agenda 15

To consider other matters (if any)