TOG : Thai Optical Group Public Company Limited

March 4, 2011

Subject:

Invitation to the Annual General Meeting of Shareholders No.8/2011

Attention :

Shareholders of Thai Optical Group Public Company Limited

Attachment:

1. Copies of Minutes of the Annual General Meeting of hareholders No.7/2010.

2. 2010 Annual Report in CD-ROM and the Company’s financial statements as of December 31, 2010.

3. A brief personal profile of nominated candidates for Agenda item 5

4. A brief personal profile of nominated candidates for Agenda item 6

5. The company’s director remuneration.

6. The list of the Auditors and Audit fee.

7. The company’s Articles of Association related to shareholders’ meeting.

8. Registration Procedures and Conditions and Necessary Documents on the Meeting Day.

9. Proxy form A, B, C and the profiles of independent directors whom shareholders can consider as their proxy holders.

10. Qualifications of the Independent Committee.

11. Form for request a hard copy of the Annual Report 2010.

12. The map of the venue of the Meeting of Shareholders. (Sinn Sathorn Tower)

During the meeting of The Board of Directors of Thai Optical Group Public Company Limited held on 16 th February, 2011, the meeting had the resolution to hold the Annual General Meeting of Shareholders No.8/2011 on Tuesday 5 th April, 2011 at 10.30 hrs. at the meeting room on 11 th floor, Sinn Sathorn Tower, Krungthonburi Road, Klongtonsai, Klongsan, Bangkok 10600 to consider issues regarding the following agendas:

Agenda Item1

To certify the minutes of the 2010 Annual General Meeting of Shareholders No.7 held on April 5, 2010.

Background:

The minutes of the 2010 Annual General Meeting of Shareholders No.7

held on 5 th April, 2010 were prepared within 14 days from the date of the meeting and then sent to the Stock Exchange of Thailand and the Ministry of Commerce within the timeframe in compliance with Thai Law. (The details are shown in Attachment 1)

The Board’s Opinion : The Board recommended the shareholders’ meeting to certify the minutes of the Annual General Meeting of Shareholder No.7/2010 as proposed. The Board agreed that the minutes of the meeting have duly been recorded accurately and completely.

Agenda Item2:

To acknowledge the Company’s operating results for the year 2010 in accordance with the Annual Report .

Background:

The Company has presented the operating performances and the significant
changes for the year 2010, appearing in the Annual Report 2010 to the shareholders’ meeting.

The Board’s Opinion: The Board agreed to present the operating performances and the significant changes of the Company for the year 2010 to the shareholders’ meeting.

Agenda Item 3:

To consider and approve on the Company’s Balance Sheet, Profit and Loss Statement as at December 31, 2010 and report from the auditor.

Background:

According to Public Limited Company Act, B.E. 2535 prescribed that the

Company must prepare the Balance sheet, Profit and Loss Statement for the year ended December 31, 2010 which have been audited by Certified Public Accountant for approving by the shareholders’ meeting which are also appeared in the Annual Report 2010.

The Board’s Opinion: The Board agreed that the shareholders’ meeting should approve the Company’s Balance Sheet and Profit and Loss Statement for the year ended December 31, 2010 that have been already audited by Certified Public Accountant and approved by the Audit Committee.

Agenda Item 4:

To consider and approve on the company’s appropriation of net profit and dividend payment for the year 2010, and the closing date of the Share Registration Book for those who are eligible to receive dividend.

Background:

According to the Public Limited Company Act B.E.2535, the Company should

allocate net profit as a reserved fund in the amount not less than 5 percent of the annual net profit less the accumulated loss brought forward (if any) until the reserved fund attains the amount not less than 10 percent of registered capital. The Company has set the dividend payment policy to allocate for the dividend paid not less than 40 % of the net profit of the Separate financial statements depending on the economics condition and the Company’s performance. According to, the Separate financial statements for the year 2010, the Company gained the net profit of Separate financial statements in amount of 116.99 Million Baht which can compare with dividend payment of the previous year as follows:

Details of Dividend payment	2009(Separate financial statements)	2010(Separate financial statements)
1. Unappropriated retained earnings	356.73 Million Baht	344.25 Million Baht
2. Net Profit	116.67 Million Baht	116.99 Million Baht
3. Legal Reserve 5%	5.84 Million Baht	5.85 Million Baht
4. Net Profit after Legal Reserve	110.83 Million Baht	111.14 Million Baht
5. Paid-Up Share	468.75 Million Shares	469.57 Million Shares
6. Total Dividend Payment	0.25 Baht / Share	0.25 Baht / Share
7. Interim Dividend Payment	0.10 Baht / Share	0.10 Baht / Share
8. Final dividend	0.15 Baht / Share	0.15 Baht / Share
9. Total amount of dividend payment	117.19 Million Baht	117.39 Million Baht
10. Ratio of dividend paymen	100.45%	100.34%

The Board’s Opinion: The Board agreed to propose the shareholders’ meeting to consider and approve the appropriation of net profit and dividend payment in year 2010 as follows:

A. The shareholders’ meeting should approve the allocation legal reserve in the amount of 5.85 Million Baht.

B. The shareholders’ meeting should approve the dividend payment of 0.25 Baht per share for the year 2010, in total amount of 469.57 Million shares and in total amount of 117.39 Million Baht. However, as the Company has already paid the interim dividend of 0.10 Baht per share, therefore the final dividend will be 0.15 Baht per share.

C. The said dividend payment will be paid to eligible shareholders according to the regulation of the Company, whose names are listed on the Shareholders’ Registration Book on the record date of Tuesday, April 19, 2011 and fixed the share registration book closing date as Wednesday, April 20, 2011 for gathering shareholders' names under the Section 225 of the Securities and Exchange Act B.E. 2535, with dividend payment on Thursday, April 28, 2011.

Agenda Item 5:

To consider and appoint directors to replace the directors whose term are expired by rotation.

Background:

According to the Public Limited Company Act B.E.2535 and the Company’s regulation No.22, it is prescribed that one - third of all directors must be retired by rotation on the date of Annual General Meeting of Shareholders in every year. For this year: 2011, 4 directors, whose terms are expired, are as follows: (The details are shown in Attachment 3)

1. Mr. Trevor Paul Blatchford

2. Mr. David Andrew Cross

( Director No. 1,2 are the representative directors of the Company’s major shareholderSpecsavers Asia Pacific Holding Limited )

3. Mr. Wicha Jiwalai
4. Mr. Banchong Chittchang

(Director No. 3,4 are Independent Director who have qualification in accordance with the regulation of the Company and the Securities and Exchange Commission(SEC).

In addition, as a result of having no nominee director proposed by shareholders as the Company provided the opportunity for them to propose nominee director during October 1 – December 30, 2010.

The Board’s Opinion: The Board of Directors considered in accordance with the Nomination and Remuneration Committees’ opinion which exclude directors who are stakeholders so the Board recommended the shareholders’ meeting to approve those 4 directors to hold the Company’s directorship for another term due to their qualifications, skills and experiences which will benefit to the Company and they do not have incompatibility in accordance with related principle and legal.

Agenda Item 6:

To consider and elect additional Independent Director.

Background :

Regarding to the Company’s regulation No.21, it is prescribed that the election

of Company directors is to be made at the Company shareholders’ meeting as a result the Board recognize that the Companys’ business grow continuously in the present day and for support the expanding of the Companys’ business to abroad. So, the Board of Directors considered in accordance with approve of the Nomination and Remuneration Committee, see as appropriate to add the Company’s director for another 1 person from 13 persons to be 14 persons whereas consider qualifications, knowledge, skills and experiences which will benefit to the Company. So, the Board of Directors see as appropriate propose Mr. Don Pramudwinai to the Shareholders’ meeting for consideration and appoint as an another Independent director (Non- Executive Director) then the Company will has total 6 Independent directors.
(The details are shown in Attachment 4)

The Board’s Opinion: The Board of Directors considered and agreed with the Nomination and Remuneration proposed so the Board see as appropriate to propose in the Shareholders’’ meeting considered and approve to add another the Companys’ Director from 13 persons to be 14 persons, including with see as appropriate to propose Mr. Don Pramudwinai to the Shareholders’ meeting for consider and appoint as an the Sixth Companys’ Independent Director(Non- Executive Director).

Agenda Item 7:

To consider and approve on the 2011 Remuneration of the Company’s Board of Directors and the Sub Committees.

Background:

Regarding to the Company’s regulation No. 23, it is prescribed that the

Directors’ remuneration must be fixed by the Annual General Meeting of Shareholders. So, the shareholders meeting should fix the remuneration of the Company’s Directors for 2011. In this regard, the Nomination and Remuneration Committee considered carefully on proper Directors’ remuneration compared with the reference of same industry as well as considered on the Business growth & the Company’s profit growth in accordance with the present appropriate economic situation. The remuneration of the Committees and the Sub-committees for the year 2011 was proposed to fix at 5,043,000 Baht. Notwithstanding, after approval to add another 1 Independent director in accordance with Agenda Item 6 cause the remuneration of the Committees and the Sub-committees for the year 2011 to be 5,385,000 Baht.
(The details are shown in Attachment 5)

The Board’s Opinion: The Board saw as appropriate that the shareholders’ meeting should approve the remuneration of the Company’s Directors for the year 2011 at 5,043,000 Baht. And, after approval to add another 1 Independent director in accordance with Agenda Item 6 so the remuneration of the Committees and the Sub-committees for the year 2011 to be 5,385,000 Baht related to the Nomination and Remuneration Committee’ s proposal.

Agenda Item 8:

To consider and appoint the Company’s auditors and determine audit fee for the year 2011.

Background:

According to the Public Limited Companies Act B.E. 2535, the appointment of the Company’s auditors and the audit fee must be approved in the Annual General Meeting of Shareholders. (The details are shown in Attachment 6)

The Audit Committee’ s Opinion: The Audit Committee of the Company recommended the former auditors from the Ernst &Young Office Limited, to be the Company’s auditors and its Subsidiary for the year 2011 because of their standard, expertise and good performance. In addition, to compare with other companies with the same standard, the audit fee of Ernst &Young Office Limited is reasonable and appropriate to their job content.

The Board’s Opinion: In accordance with the Public Limited Company Act B.E.2535, the shareholders’ meeting should appoint the Company’s auditors and considered audit fee for every annum and as the recommendation of the Audit Committee, the Board of Directors considered and proposed the shareholders’ meeting to appoint the auditors from Ernst &Young Office Limited to be the auditors of the Company and its Subsidiary for the year 2011 as follows:

1. Miss Siriwan Suratepin Certified Public Accountant (Thailand) No.4604,or
2. Miss Kamontip Lertwitworatep Certified Public Accountant No. 4377,or
3. Mr. Wichart Lokatekrawee Certified Public Accountant (Thailand) No.4451

Moreover, the auditors as mentioned above have no relationship or transaction with the Company and its Subsidiary, the executive management, the major shareholders or any person who has relationship with the said persons that may create the conflict of interest.

The Board of Directors as recommended by the Audit Committee, proposed the shareholders’ meeting to approve audit fee of the Company for the year 2011 to be1,100,000 Baht (One Million and One Hundred Thousand Baht) per annum, which is increased by 5% from the year 2010.

Ernst & Young Office Limited is also the auditor of the Company’s Subsidiary, Thai Optical Company Limited with audit fee for the year 2011 of 525,000 Baht (Five Hundred and Twenty Five Thousand Baht) as same as the previous year 2010. Moreover, in the past year, the Company and its Subsidiary did not receive any other non audit fee from the said auditors’ office or its related company.

Agenda Item 9: Other matters (if any)

We hereby invite our shareholders to attend the meeting on date, time and place mentioned above and the registration to attend the meeting will be provided starting from 9.00 hrs.

For convenience to shareholders who have intention to give a proxy to other persons ,please complete the proxy form with the grantor’s signature and attach duty stamp, or download the proxy form A,B and C at www.thaiopticalgroup.com. Please use only one form of those as appropriate and submit it to the staff assigned by the Chairman of the meeting.

Otherwise, if the shareholders cannot attend the 2011 Annual General Meeting of Shareholders, they can appoint the Company’s Independent Directors to attend and vote at the meeting on behalf of them.

Please be informed that these following 3 Independent Directors are not stakeholders in the agenda to elect directors:

1. Mr. Singh Tangtatswas

2. Pol. Gen. Pakorn Sappakit

3. Mr. Phairuch Mekarporn

The Office of Company Secretary
TEL: 02 - 4400506-7 ext. 113
FAX: 02 - 8620705

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