Nok Airlines PCL : Shareholders meeting's resolution

(Translation)

No. BOD 006/2019

April 25, 2019

Subj: Notification of the Resolutions of the 2019 Annual General Meeting of Shareholders

To: President

The Stock Exchange of Thailand

To 2019 Annual General Meeting of Shareholders of Nok Airlines Public Company Limited (the "Company") held on April 25, 2019, 2.00 p.m., at the Jupiter Room, 3rd floor, Miracle Grand Convention Hotel, No. 99 Kamphaeng Phet 6 Road, Talat Bang Khen Sub-district, Lak Si District, Bangkok 10210, has considered and resolved each agenda item, concluded as follows:

1.Matters to be informed by the Chairperson for acknowledgement

Remark:This agenda is for acknowledgement, thus, there is no casting of votes.

2.Acknowledged the 2018 operational results of the Company and the 2018 annual report

Remark:This agenda is for acknowledgement, thus, there is no casting of votes.

3.Approved the statements of financial position and the statements of profit or loss and other comprehensive income for the fiscal year ended December 31, 2018, with the following voting results:

				Number of votes			Percentage of shareholders and
	Shareholders voting						proxies attending the meeting
				(1 share = 1 vote)
							and casting their votes
	Approved		2,598,472,579			99.9993
	Disapproved		16,000			0.0006
	Abstained		0			-
	Voided ballots		0			-

Remark: 1. Resolution in this agenda shall be approved by the majority votes of the shareholders attending the meeting and casting their votes.

2.In this agenda, there are additional shareholders and proxies attending the meeting, from the beginning of the meeting, representing 495,845,508 shares, totaling 495,845,508 votes. Therefore, the total votes of the shareholders and proxies attending the meeting in this agenda are equal to 2,598,488,579 votes.

4.Approved the suspension of the allocation of profit as a legal reserve from the Company's operational results for the fiscal year ended December 31, 2018 and the suspension of dividend payment from the Company's operational results for the fiscal year ended December 31, 2018, with the following voting results:

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				(Translation)
				Number of votes			Percentage of shareholders and
	Shareholders voting						proxies attending the meeting
				(1 share = 1 vote)
							and casting their votes
	Approved		2,598,494,365			99.9999
	Disapproved		400			0.0000
	Abstained		10,000			-
	Voided ballots		0			-

Remark: 1. Resolution in this agenda shall be approved by the majority votes of the shareholders attending the meeting and casting their votes.

2.In this agenda, there are additional shareholders and proxies attending the meeting, from the beginning of the meeting, representing 495,861,694 shares, totaling 495,861,694 votes. Therefore, the total votes of the shareholders and proxies attending the meeting in this agenda are equal to 2,598,504,765 votes.

5.Approved the appointment of 4 directors to replace the directors who will retire by rotation, namely (1) Mrs. Nalinee Ngamsettamas; (2) Mr. Chavalit Uttasart; (3) Mr. Wiwat Piyawiroj; and (4) Mrs. Heather Mary Suksem (OBE) to be re-appointed to the position of the director of the Company for another term, with the following voting results:

5.1Mrs. Nalinee Ngamsettamas was elected as Director and Member of the Executive Committee:

				Number of votes			Percentage of shareholders and
	Shareholders voting						proxies attending the meeting
				(1 share = 1 vote)
							and casting their votes
	Approved		2,598,027,576			99.9816
	Disapproved		478,000			0.0183
	Abstained		0			-
	Voided ballots		0			-

5.2Mr. Chavalit Uttasart was elected as Director:

				Number of votes			Percentage of shareholders and
	Shareholders voting						proxies attending the meeting
				(1 share = 1 vote)
							and casting their votes
	Approved		2,598,505,576			100.0000
	Disapproved		0			0.0000
	Abstained		0			-
	Voided ballots		0			-

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(Translation)

5.3Mr. Wiwat Piyawiroj was elected as Director:

				Number of votes			Percentage of shareholders and
	Shareholders voting						proxies attending the meeting
				(1 share = 1 vote)
							and casting their votes
	Approved		2,598,505,570			99.9999
	Disapproved		6			0.0000
	Abstained		0			-
	Voided ballots		0			-

5.4Mrs. Heather Mary Suksem (OBE) was elected as Independent Director and Member of the Corporate Governance Committee:

				Number of votes			Percentage of shareholders and
	Shareholders voting						proxies attending the meeting
				(1 share = 1 vote)
							and casting their votes
	Approved		2,598,505,576			100.0000
	Disapproved		0			0.0000
	Abstained		0			-
	Voided ballots		0			-

Remark: 1. Resolution in this agenda shall be approved by the majority votes of the shareholders attending the meeting and casting their votes.

2.In this agenda, the Company temporarily suspends the registration since the starting of agenda 5 in order to clearly and precisely count the votes until the process of this agenda is completed.

6.Approved the remuneration of directors and subcommittees of the Company for the year 2019 in the amount of not exceeding Baht 8,630,000 and authorized the Nomination and Remuneration Committee to allocate the remuneration to each director and sub-committees within the budget approved by the shareholders' meeting, detailed as follows:

Position		2018 (existing)	2019 (proposed)
1. Remuneration of the directors
Monthly remuneration
- Chairman of the board of		Baht 30,000 per	Baht 30,000 per
directors		person/month	person/month
- Director		Baht 20,000 per	Baht 20,000 per
		person/month	person/month

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(Translation)

Position	2018 (existing)	2019 (proposed)
Meeting allowance of the
directors
- Chairman of the board of	Baht 30,000 per	Baht 30,000 per
directors	person/attendance	person/attendance
	(Should there be more than 1	(Should there be more than 1
	meeting per month, the	meeting per month, the
	Chairman will receive	Chairman will receive
	meeting allowance of	meeting allowance of
	Baht 30,000 only)	Baht 30,000 only)
- Director	Baht 20,000 per	Baht 20,000 per
	person/attendance	person/attendance
	(Should there be more than 1	(Should there be more than 1
	meeting per month, each	meeting per month, each
	Board member will receive	Board member will receive
	meeting allowance of Baht	meeting allowance of Baht
	20,000 only)	20,000 only)
2. Meeting Allowance of the Audit Committee
(apart from the remuneration of the board of directors)
- Chairman of the Audit	Baht 30,000 per	Baht 30,000 per
Committee	person/attendance	person/attendance
- Member of the Audit	Baht 20,000 per	Baht 20,000 per
Committee	person/attendance	person/attendance
3. Meeting Allowance of the Nomination and Remuneration Committee
(apart from the remuneration of the board of directors)
- Chairman of the	Baht 30,000 per	Baht 30,000 per
Nomination and	person/attendance	person/attendance
Remuneration Committee
- Member of the	Baht 20,000 per	Baht 20,000 per
Nomination and	person/attendance	person/attendance
Remuneration Committee

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(Translation)

	Position	2018 (existing)	2019 (proposed)
4. Remuneration of the Risk Management Committee
(apart from the remuneration of the board of directors)
- Chairman of the Risk		Baht 30,000 per	Baht 30,000 per
	Management Committee	person/attendance	person/attendance
- Member of the Risk		Baht 20,000 per	Baht 20,000 per
	Management Committee	person/attendance	person/attendance
5. Remuneration of the Corporate Governance Committee
(apart from the remuneration of the board of directors)
- Chairman of the		Baht 30,000 per	Baht 30,000 per
	Corporate Governance	person/attendance	person/attendance
	Committee
- Member of the Corporate		Baht 20,000 per	Baht 20,000 per
	Governance Committee	person/attendance	person/attendance
6. Remuneration of the Executive Committee
(apart from the remuneration of the board of directors)
-	Chairman of the	Baht 30,000 per	Baht 30,000 per
	Executive Committee	person/attendance	person/attendance
-	Member of the Executive	Baht 20,000 per	Baht 20,000 per
	Committee	person/attendance	person/attendance

Directors' bonus

As the Company' operation result of the year 2018 is at loss, the Company thus suspends the directors' bonus payment for the 2018 performance. The remuneration of the directors and sub-committees for year 2019 remains the same as per the year 2018.

with the following voting results:
							Percentage of shareholders and
				Number of votes
	Shareholders voting						proxies attending the meeting
				(1 share = 1 vote)
							and casting their votes
	Approved			2,598,422,366		99.9944
	Disapproved			143,154		0.0055
	Abstained			0		0.0000
	Voided ballots			0		-

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