Bangkok Airways : Information of the Independent Directors nominated by the Company as proxies of shareholders and the definition of “Independent Director”

Enclosure no.3

Profile of Independent Directors proposed as proxy for Shareholders

The Company proposes Independent Directors, whose names are shown below, as the alternative for the shareholders to appoint as a proxy to attend the meeting and vote on his/her behalf. None of them is the nominated candidate for the director re-election at the 2024 Annual General Meeting, nor a stakeholder in any items of the Meeting Agenda, except for the agenda approving the directors' remuneration.

1. Name	: Mr. Sripop Sarasas
Type of Director	: Independent Director,
	Chairman of Audit Committee and
	Chairman of Nomination &
	Remuneration Committee
Age	: 67 Years
Nationality	: Thai
Number of share holds	: -None-
Address	: 99 Mu 14, Vibhavadi Rangsit Road, Kwaeng
	Chom Phon, Khet Chatuchak Bangkok 10900
Vested interest in agenda	: Agenda 3.4

2. Name	: Mr. Saharatna Benyakul
Type of Director	: Independent Director,
	Member of Audit Committee,
	Member of CG Committee and
	Member of Risk Management
	Committee
Age	: 59 Years
Nationality	: Thai
Number of share holds	: -None-
Address	: 99 Mu 14, Vibhavadi Rangsit Road, Kwaeng
	Chom Phon, Khet Chatuchak Bangkok 10900
Vested interest in agenda	: Agenda 3.4

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Definition of "Independent Director"

Bangkok Airways Public Company Limited the ("Company") had defines the definition of Independent Director which in consistent with regulations from The Securities and Exchange Commission and The Stock Exchange of Thailand as follows:

1. holding shares not exceeding one per cent of the total number of shares with voting rights of the Company, its parent company, subsidiary company, associate company, major shareholder or controlling person, including shares held by related persons of such independent director (related person shall mean person pursuant to Section 258 of the Securities and Exchange Act B.E. 2535 (as amended));
2. neither being nor used to be an executive director, employee, staff, advisor who receives salary, or controlling person of the Company, its parent company, subsidiary company, associate company, same-level subsidiary company, major shareholder or controlling person, unless the foregoing status has ended not less than two years prior to the date the director takes office. Such prohibited characteristic shall not include the case where the independent director used to be a government official or advisor of a government unit which is a major shareholder or controlling person of the Company;
3. not being a person who has blood relation or by legal registration in a nature of father, mother, married couple, sibling and a child including the spouse of a child of other directors, executive, major shareholder, controlling person or a person who is nominated as director, executive or controlling person of the Company or subsidiary company;
4. neither having nor used to have a business relationship with the Company, its parent company, subsidiary company, associate company, major shareholder or controlling person, in the manner which may interfere with his independent judgement, and neither being nor used to be a significant shareholder or controlling person of any person having a business relationship with the Company, its parent company, subsidiary company, associate company, major shareholder or controlling person,

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unless the foregoing relationship has ended not less than two years prior to the date the director takes office.

The term 'business relationship' under the first paragraph shall include any normal business transaction, rental or lease of immovable property, transaction relating to assets or services or granting or receipt of financial assistance through receiving or extending loans, guarantee, providing assets as collateral, and any other similar actions, which result in the Company or his counterparty being subject to indebtedness payable to the other party in the amount of three percent or more of the net tangible assets of the Company or twenty million baht or more, whichever is lower. The amount of such indebtedness shall be calculated according to the method for calculation of value of connected transactions under the Notification of the Capital Market Supervisory Board governing rules on connected transactions mutatis mutandis. The consideration of such indebtedness shall include indebtedness occurred during the period of one year prior to the date on which the business relationship with the person commences;

1. neither being nor used to be an auditor of the Company, its parent company, subsidiary company, associate company, major shareholder or controlling person, and not being a significant shareholder, controlling person, or partner of an audit firm which employs auditors of the Company, its parent company, subsidiary company, associate company, major shareholder or controlling person, unless the foregoing relationship has ended not less than two years prior to the date the director takes office;
2. neither being nor used to be a provider of any professional services including those as legal advisor or financial advisor who receives service fees exceeding two million baht per year from the Company, its parent company, subsidiary company, associate company, major shareholder or controlling person, and not being a significant shareholder, controlling person or partner of the provider of professional services, unless the foregoing relationship has ended not less than two years prior to the date the director takes office;

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1. not being a director appointed as representative of directors of the Company, major shareholder or shareholder who is related to major shareholder;
2. not undertaking any business in the same nature and in competition to the business of the Company or its subsidiary company or not being a significant partner in a partnership or being an executive director, employee, staff, advisor who receives salary or holding shares exceeding one per cent of the total number of shares with voting rights of other company which undertakes business in the same nature and in competition to the business of the Company or its subsidiary company;
3. not having any other characteristics which cause the inability to express independent opinions with regard to the Company's business operations.

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