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					                                   Invitation Letter
            The Extraordinary General Meeting of Shareholders No.1-2010
                Capital Engineering Network Public Company Limited

Subject       : Invite to attend the Extraordinary General Meeting of Shareholder
               No.1-2010
Attention     : The Shareholders
Enclosure     : 1. Copy of the minutes of the 2009 General Meeting of
                      Shareholders held on April 28, 2009
                 2. Details of exercise warrant representing right to purchase
                       Company s ordinary shares allocated to existing shareholders
                       (CEN-W2)
                 3. Increase capital report form
                 4. Information on independent directors and audit committee
                       members nominated by the Company as proxies of shareholders.
                 5. Company Article of Association with respect to General Meeting
                       of Shareholders.
               6. Documents and evidences which must be presented by attendees
                      of the meeting prior to attending the meeting and meeting
                       procedures.
              7.       Map of venue of The Extraordinary Meeting of Shareholders.
               8.      Proxy form Type A (SIMPLE FORM) According to Regulation of
                       Department of Business Development Re: Form of Proxy (No. 5)
                       B.E. 2550
              9.       Proxy form Type B (Form with specific details) as attached to the
                       Announcement of Business Development Department: Specific
                       type of Proxy Form (No. 5) B.E.2550.

       As November 9, 2009 and November 23, 2009, resolution from Board of Directors
Meeting is to scheduled The Extraordinary Meeting of Shareholders No.1-2010 to be on
Monday January 4, 2010, Tharnthong Room, Ground Floor, Montien Riverside Hotel, No.
372 Rama 3 Road, Kwaeng Bangklo, Khet Bangkoleam and Bangkok to consider in
accordance with the following meeting agenda.
                                                                                      2
Agenda 1   To consider and certify the minute of 2009 Annual General Meeting of
           Shareholders held on April 28, 2009.
           The 2009 Annual General Meeting of Shareholders was held on April 28,
           2009 by the minute of the meeting was prepared within 14 days from the
           date of the meeting and submitted to The Stock Exchange of Thailand
           and Ministry of Commerce within the time limit specified by law. The
           minute was also published on the Company s website (www.cenplc.com)
           The Board of Directors resolved to propose the minute held on April 28,
           2009 of Annual General Meeting of Shareholders to be considered and
           certified in this meeting. The Company has published the 2009 annual
           report and invitation letter including all documents concerning this
           meeting as specified in enclosure No. 1 and No.2 in the Company s
           website.

Agenda 2   To consider and approve of changing in Par Value from Baht 5 to Baht 1
           Currently, the company has authorized capital of Baht 625 million as
           Baht 500 registered capital (Par value Baht 5). The company has
           registered as construction category which most of the companies in this
           category have Baht 1 of par value. Beneficial to investors and analyst to
           compared the information of investing in the same way and also support
           the liquidity of company s shares. By this, The Board of Directors is willing
           to change the Par Value from Baht 5 to Baht 1.
           The Board of Directors resolved to purpose to The Extraordinary Meeting
           of Shareholders to consider and approve of changing Par Value from Baht
           5 to Baht 1 as registered capital amounting of Baht 625,000,000 by
           125,000,000 of ordinary shares (Par Value Baht 5) to 625,000,000 shares
           (Par value Baht 1).

Agenda 3   To consider and approve of modifying company s prospectus No.4 to be
           consistent with price changes in Par Value.
           As to be consistent with price changes in Par Value, the company has
           necessity to modify company s prospectus to get along with the law. The
           Board of Directors is willing to purpose to The Extraordinary Meeting of
                                                                                     3

           Shareholders to modify company s prospectus No.4.
           The Board of Directors resolved to purpose to The Extraordinary Meeting
           of Shareholders to consider and approve of modifying company s
           prospectus No.4 as to be consistent with price changes in Par Value as
           follows:

           No.4 Registered Capital              625,000,000            Baht
                Divided to                      625,000,000            Shares
                At the Par Value of                    1               Baht
                By divided to
                Ordinary Share                  625,000,000            Shares
                Preferred Stock                        -               Share

                 By this, in charge person by Board of Directors may amend and
           add words or any other in order to follows the commanded of registrar.

Agenda 4   To acknowledge the right of shareholders who holds CEN-W1 due to
           price changes in Par value.
           This, by changing the par value of shares of stock. The par value of Baht
           5 per share to par value of Baht 1 per share (if approved changes in par
           value from the shareholders meeting), therefore company need to adjust
           the rights of holders of warrants to purchase Ordinary Shares (CEN-W1).
           The Board of Directors resolved to purpose offer appropriate adjustment
           of the rights of shareholders of warrants to purchase ordinary shares
           (CEN-W1) due to changes in the value of its shares to acknowledge the
           shareholders as follows:
           OLD Rates and prices to purchase ordinary shares is 1 unit of warrant
                    has the right to purchase 1 ordinary share at exercise price of
                    Baht 40 by reserve shareholders to used their right (CEN-W1)
                    amounting of 24,973,711 shares at par value of Baht 5.
                    New Rates and prices to purchase ordinary shares is 1 unit of
                    warrant has the right to purchase 5 ordinary shares at exercise
                                                                                 4

                  price of Baht 8 by reserve shareholders to used their right (CEN-
                  W1) amounting of 124,868,555 shares at par value of Baht 1.

Agenda 5   To consider and approve of decreasing registered capital from Baht
           625,000,000 to Baht 624,868,555 by cancellation of ordinary shares had
           not issue amounting of 131,445 shares at the par value of Baht 1.
           Currently, company has registered capital amounting of Baht 625,000,000
           as 131,445 of not issued ordinary share at Baht 1 par value (if approved
           from changes in par value from shareholders meeting) therefore The
           Board of Directors are appropriated to purpose to The Extraordinary
           Meeting of Shareholders to cancel ordinary shares had not issued
           amounting of 131,445 shares therefore the remaining registered capital
           equals to 624,868,555 shares.
           The Board of Directors resolved to purpose to The Extraordinary Meeting
           of Shareholders to consider and approve the decreasing registered
           capital by cancellation of ordinary shares had not issue amounting of
           131,445 shares at par value of Baht 1.

Agenda 6   To consider and approve of modifying company s prospectus No.4 to be
           consistent with decreasing registered capital.
           To comply with the decreasing in capital, company need to amendment of
           prospectus to comply with the law. The Board of Directors is purpose to
           Extraordinary Meeting of Shareholders to consider and approve the
           amendment of company s prospectus No.4.
           The Board of Directors resolved to purpose to The Extraordinary Meeting
           of Shareholders to consider and approve of amendment of company s
           prospectus No.4 to be consistent with decreasing registered capital as
           follows:

           No.4 Registered Capital              624,868,555           Baht
                Divided to                      624,868,555           Shares
                At the Par Value of                    1              Baht
                By divided to
                                                                                      5

                 Ordinary Share                    624,868,555         Shares
                 Preferred Stock                          -            Share
                 By this, in charge person by Board of Directors may amend and
           add words or any other in order to follows the commanded of registrar.

Agenda 7   To consider and approve of issuing and offering warrant to buy company
           ordinary shares (derivative warrant No.2 or CEN-W2) amounting of
           125,000,000 units and propose to existing shareholders by no fee.
           Continuative from company had desired to issue and offer warrant to buy
           company ordinary shares (derivative warrant No.2 or CEN-W2) not
           exceeding 125,000,000 units (amounting of 125,000,000 units if approved
           from changes of par value from shareholders meeting) to propose to
           existing shareholders in the ratio of 4 shares to 1 warrant (in case any
           fraction discarded) by not counting (zero baht) and specify the price of
           derivative warrants equals to Baht 2.20 per share.
           The Board of Directors resolved to propose to The Extraordinary Meeting
           of Shareholders to consider and approve of issuing and offering warrant
           to buy company ordinary shares (derivative warrant No.2 or CEN-W2)
           amount not exceed than 125,000,000 units. Basic details of offering
           warrant is enclosed No.2.
                   The Board of Directors or the person assigned by the Board of
           Directors is authorized to set guidelines, conditions and other details of
           the warrants, including access to negotiate and sign the contract
           documents are relevant as well as the range the necessary and
           appropriate with respect to the issuance and offering warrants. Including
           implementation of warrants as listed securities and listed on The Stock
           Exchange of Thailand and the permission to concerned agencies.

Agenda 8   To consider and approve of increasing registered capital from Baht
           624,868,555 to Baht 749,868,555 as issuing new ordinary shares of
           125,000,000 shares at Baht 1 of Par Value.
           Reserving for right of warrants to existing shareholders which mentioned
           in agenda 7 and use money for company s working capital and/or to use
                                                                                        6

            in future growth and/or reduce in company s financial cost. The Board of
            Directors propose to shareholders meeting to increase in capital Baht
            125,000,000 more from Baht 624,868,555 or in totaling of Baht
            749,868,555 by issuing new ordinary shares amounting 125,000,000
            shares at Baht 1 par value (if approved by changes in Par value from
            shareholders meeting)
            The Board of Directors resolved to propose to The Extraordinary Meeting
            of Shareholders to consider and approve of increasing capital amounting
            of 125,000,000 shares at Baht 1 par value. The details are attached in
            enclosure No.3

Agenda 9    To consider and approve of amendment of company s prospectus No.4
            to be consistent with increasing capital.
            To comply with increasing capital, company need to amendment of
            company s prospectus to comply with the law. The Board of Directors
            propose to The Extraordinary Meeting of Shareholders to amend
            company s prospectus No.4 as follows:

            No.4 Registered Capital               749,868,555            Baht
                 Divided to                       749,868,555            Shares
                 At the Par Value of                     1               Baht
                 By divided to
                 Ordinary Share                   749,868,555            Shares
                 Preferred Stock                         -               Share

                  By this, in charge person by Board of Directors may amend and
            add words or any other in order to follows the commanded of registrar.

Agenda 10   To consider and approve allocation of increase capital to be consistent
            to support the exercise of warrants No.2 and offer to existing
            shareholders by proportion of shareholders.
            To comply with increase capital this mentioned in agenda 8 therefore
            The Board of Directors proposes to allocation increase of ordinary shares
                                                                                         7

               amounting of 125,000,000 shares at Baht 1 par value (if approved by
               changes in Par value from shareholders meeting) to support the exercise
               of warrants No.2
               The Board of Directors resolved to propose to The Extraordinary Meeting
               of Shareholders to consider and approve allocation increase of ordinary
               shares amounting of 125,000,000 shares at Baht 1 par value. By this, to
               support the exercise of warrant No.2 and offer to existing shareholders by
               proportion of shareholders.

Agenda 11       To consider other matters (if any)
                The Board of Directors invites all shareholders to attend the meeting on
the date, time and place. If shareholders are unable to attend the meeting by themselves
and desire to give an individual a proxy, please use the provided proxy forms, enclosure
No. 8 or No.9 which also can be downloaded at www.cenplc.com. There are 3 proxy
forms, only one form can be used and the proxy shall be sent to the Company at least
one day prior to the meeting date to expedite the identity verification process.

              In case of shareholders are unable to attend the meeting by themselves,
Proxy can given to company s Independent Directors in order to meet the requirement of
quorum according to the Company s regulations.

              All shareholders shall register for the meeting at the place of meeting from
13.00 p.m. Please be informed accordingly with most appreciation.

                          By the order of The Board of Directors


                             (Mr. Wutichai Leenabanchong)
                       Vice Chairman and Chief Executive Officer
                                   November 25, 2009
Khun Danusorn Choocherdwattanasak (Company s Secretary)
Tel: 02-682-6345 Ext.160
Fax: 02-682-6344

				
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