Airports of Thailand : Date and Agenda for the 2020 Annual General Meeting of Shareholders and Dividend Payment (Revised Record Date)

	(Translation)
No. 17178	25 November 2020
Subject:	Date and Agenda for the 2020 Annual General Meeting of Shareholders
	and Dividend Payment
To:	President,
	The Stock Exchange of Thailand

Airports of Thailand Public Company Limited (AOT) ("The Company") held the Board of Directors Meeting No. 12/2020 on Wednesday, 25 November 2020 at AOT Board of Directors Meeting Room, 7th Floor, AOT Head Office Building. The AOT Board of Directors passed resolutions for the 2020 Annual General Meeting of Shareholders' date and agenda items

as follows:

1. The record date for determining shareholders entitled to attend the 2020 Annual General Meeting of Shareholders and receive dividends will be on 9 December 2020.
2. The 2020 Annual General Meeting of Shareholders will be held on Friday, 22 January 2021 at 14.00 hrs. at Novotel Bangkok Suvarnabhumi Airport Hotel, 999, Moo 1, Nongprue, BangPhli, Samutprakarn.
3. The agenda items of the 2020 Annual General Meeting of Shareholders are
   as follows:
   Agenda Item 1 Matters to be informed to the shareholders Agenda Item 2 To acknowledge the 2020 operating results
   The Board of Directors' Opinion: The Board of Directors found it appropriate for the Meeting to acknowledge the Company's 2020 operating results.
   Agenda Item 3 To approve the Financial Statements for the fiscal year 2020 ended 30 September 2020
   The Board of Directors' Opinion: The Board of Directors found it appropriate for the Meeting to approve the Financial Statements for the fiscal year 2020 ended
   30 September 2020 which were reviewed by the Audit Committee and audited by the authorized officer of the State Audit Office of the Kingdom of Thailand, the Company's auditor, respectively.

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Agenda Item 4 To approve the distribution of dividends for the fiscal year 2020 operating results

The Board of Directors' Opinion: The Board of Directors found it appropriate for the Meeting to approve the 2020 dividend payment at the rate of Baht 0.19 per share, totaling Baht 2,714,283,000 or equivalent to 62.54 percent of the net profit of the Company's Financial Statements for the fiscal year 2020.

The record date for determining shareholders entitled to receive dividends will be on 9 December 2020. The dividend payment will be made on 4 February 2021.

The receipt of such dividends shall be within 10 years. However, the right to receive dividends still remains uncertain since there must be an approval from the Shareholder's meeting in the first place.

Agenda Item 5 To elect new directors in replacement of those who retire

by rotation

1. Article 36 of the AOT Articles of Association prescribes that AOT shall have a committee comprising not less than 5 persons but not over 15 persons who are elected by the Shareholders' meeting to manage its business.
   Article 39 of the AOT Articles of Association prescribes that at every Annual General Meeting, one-third (1/3) of the directors shall retire by rotation. Retiring directors may also be re-elected.
2. In the 2020 Annual General Meeting of Shareholders, 5 directors

who retire by rotation are as follows:

1. Miss Suttirat Rattanachot
2. Mr. Thanin Pa-Em
3. Air Chief Marshal Bhanupong Seyayongka
4. Mr. Krit Sesavej
5. Miss Supawan Tanomkieatipume

The Board of Directors' Opinion: The Board of Directors found it appropriate to propose the names of qualified director nominees as screened by the Nomination Committee and approved by the AOT Board of Directors to the State Enterprise Policy Committee for consideration pursuant to the Development of Supervision and Management of State Enterprises Act B.E.2562 (2019). Once the approval is granted, the following director nominees will be proposed to the 2020 Annual General Meeting of Shareholders for election in replacement of those who retire by rotation:

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1. Miss Suttirat Rattanachot
2. Mr. Thanin Pa-Em
3. Air Chief Marshal Bhanupong Seyayongka
4. Mr. Krit Sesavej
5. Miss Supawan Tanomkieatipume

The persons in items no. (1), (2), (3), (4) and (5) have been considered as independent directors.

However, the Board of Directors considered the proposal of director nominees on an individual basis whereby the director having conflict of interest in his/her own matter did not consider and vote on such matter.

Agenda Item 6 To approve the directors' remuneration

The Board of Directors' Opinion: The Board of Directors found it appropriate for the Meeting to approve the remuneration of directors and subcommittees for 2021 which was in accordance with the Cabinet Resolution dated 24 April 2019 and was approved by the Remuneration Committee as follows:

1. Remuneration of AOT directors
2. 1. Each member shall receive monthly remuneration of Baht 35,000. The Chairman shall receive double monthly remuneration. For any tenure of less than a full month, the remuneration shall be made on a pro-rata basis.
   2. Each member shall receive meeting allowance of Baht 30,000 per attended meeting. The Chairman or the Chairman of the meeting shall receive an extra 25 percent of meeting allowance. The meeting allowance shall be paid once a month. However, if deemed appropriate, the meeting allowance shall be paid more than once a month, but not more than 15 times per year.
3. Remuneration of subcommittees
4. 1. Audit Committee
   2. 1. Each member shall receive monthly remuneration of Baht 30,000. The monthly remuneration shall also be paid for the month during which no meeting is held. For any tenure of less than a full month, the remuneration shall be made on a pro-rata basis.
      2. The Chairman of the Audit Committee shall receive an extra 25 percent of monthly remuneration.

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1. Any Board member who is appointed to be a member of a committee, subcommittee or working group
2. 1. Meeting allowance of Baht 15,000 per attended meeting
   2. Chairman of the meeting shall receive an extra 25 percent of
      meeting allowance
3. Meeting allowance payment for subcommittees

1. • Meeting allowance shall only be paid to directors attending the meeting of not more than 2 subcommittees altogether. Each of these subcommittees shall not be paid more than once a month.
   • Flat rate monthly remuneration of the Audit Committee shall be included as meeting allowance payment for subcommittees.
2. AOT directors' remuneration package for the fiscal year 2021 shall be in the amount of not exceeding Baht 18,000,000.
3. Omit payment of AOT directors' bonus for the fiscal year 2020 since

AOT has been affected by the Coronavirus Disease 2019 (COVID-19) pandemic, resulting in a significant decline in revenue and profits. In addition, AOT needs to maintain liquidity for airport development investments to support the future growth of air transportation.

Apart from the above remuneration, there are no other benefits provided to

the directors.

Agenda Item 7 To appoint an auditor and determine the auditor's audit fee The Board of Directors' Opinion: The Board of Directors found it appropriate

for the Meeting to appoint Miss Rungnapa Lertsuwankul, Certified Public Accountant Registration No. 3516 and/or Miss Sumana Punpongsanon, Certified Public Accountant Registration No. 5872 from EY Company Limited, as approved by the State Audit Office of the Kingdom of Thailand, to be the Company's auditor for the fiscal year 2021 and determine the audit fee in the amount of Baht 5,700,000 which was already approved by the Audit Committee.

Agenda Item 8 Other matters (If any)