Nok Airlines PCL : Notification of thee Resolutions of EGM No. 1/2017

-Translation-

No. PE069/2017

September 20, 2017 Re: Notification of the Resolutions of the Extraordinary General Meeting of Shareholders No.1/2017 To: President

The Stock Exchange of Thailand

As the Extraordinary General Meeting of Shareholders No.1/2017 of Nok Airlines Public Company Limited (the "Company") was held on September 20, 2017 at 09.00 a.m. at the Jupiter Room, 3rd Floor, Miracle Grand Convention Hotel, No.99 Vibhavadi-Rangsit Road, Lak Si Sub District, Donmuang District Bangkok 10210, the meeting has considered and resolved in each agenda as follows:

1. Adopted the minutes of the 2017 Annual General Meeting of Shareholders held on April 19, 2017, with the following voting results:

   Shareholders' Voting	Number of Votes (1 share = 1 vote)	Percentage of shareholders and proxies attending the meeting and casting their votes
   Approved	745,902,036	100.0000
   Disapproved	0	0.0000
   Abstained	0	-
   Voided ballots	0	-
   Total of 145 shareholders	745,902,036	-

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

2. Approved the reduction of the registered capital of the Company by the amount of Baht 114,000,118 from the existing registered capital of Baht 1,406,250,000 to Baht 1,292,249,882, by cancelling 114,000,118 shares authorized but unissued, at a par value of Baht 1 per share and approved the amendment to Clause 4 of Memorandum of Association of the Company to be in line with the reduction of the registered capital of the Company above, including the authorization with the following voting results:

   Shareholders' Voting	Number of Votes (1 share = 1 vote)	Percentage of shareholders and proxies attending the meeting and having the right to vote
   Approved	769,013,095	99.9986
   Disapproved	10,721	0.0013
   Abstained	0	0.0000
   Voided ballots	0	0.0000
   Total of 155 shareholders	769,023,816	100.0000

   Re ma rk: Resolution in this agenda shall be approved by at least three-fourths of the total votes of the shareholders attending the meeting and having the right to vote.

3. Approved the increase of the registered capital of the Company by the amount of Baht 1,207,000,000 from the registered capital of Baht 1,292,249,882 to Baht 2,499,249,882 by issuing 1,207,000,000 newly-issued ordinary shares at the par value of Baht 1 per share and approved the amendment to Clause 4 of the Memorandum of Association of the Company to be in line with the increase of the registered capital of the Company, including the authorization with the following voting results:

   Shareholders' Voting	Number of Votes (1 share = 1 vote)	Percentage of shareholders and proxies attending the meeting and having the right to vote
   Approved	771,081,654	99.5932
   Disapproved	3,024,621	0.3906
   Abstention	124,700	0.0161
   Invalidated	0	0.0000
   Total of 235 shareholders	774,230,975	100.0000

   Re ma rk: Resolution in this agenda shall be approved by at least three-fourths of the total votes of the shareholders attending the meeting and having the right to vote.

4. Approved the allocation of not exceeding 1,207,000,000 newly-issued ordinary shares from the capital increase, with the par value of Baht 1 each, to the existing shareholders proportionate to their respective shareholdings (Rights Offering) and to accommodate the exercise of warrants to purchase ordinary shares of the Company No. 1 (NOK-W1), the exercise price and ratio of which are adjusted, as the following details:

5. The allocation of the newly-issued ordinary shares from the capital increase of not exceeding 1,135,999,882 shares to the existing shareholders proportionate to their res pective shareholdings (Rights Offering). In this regard, the Company determined the allocation ratio as 1 existing ordinary share to 1 newly-issued ordinary share (the total numbers of shares for the allocation of the Rights Offering are 1,135,999,882 shares) with the offering price at Baht 1.50 per share, and the subscription period of the offering of newly -issued ordinary

   shares is 16-20 October 2017 (a total of 5 business days). In this regard, the Company has determined the date for determination of shareholders' entitled to subscribe for the newly- issued ordinary shares proportionate to their respective shareholdings (Record Date) to be on 28 September 2017 and the date for compiling list of shareholders according to section 225 of the Securities and Exchange Act B.E.2535 (as amended) by way of book closing to be on 29 September 2017.

   If there are newly-issued ordinary shares remaining after the first allotment to the existing shareholders proportionate to their respective shareholdings, the remaining shares shall be allotted to the oversubscribing shareholders, based on their existing shareholding and at the same offering price. With regards to such allotment, the Company shall allot the remaining newly-issued ordinary shares until there is no newly-issued ordinary share remaining or until there is no shareholder expressing their intention to subscribe for such newly-issued ordinary shares.

6. The allocation of the newly-issued ordinary shares from the capital increase of not exceeding 71,000,118 shares at the par value of Baht 1 to accommodate the exercise of the warrants to purchase ordinary shares of the Company No. 1 (NOK-W1), the exercise price and ratio of which are adjusted due to this Rights Offering.

The shareholders also approved to authorize the Board of Directors, the authorized directors of the Company according to the Company's Affidavit or any person entrusted by the Board of Directors or the authorized directors of the Company according to the Company's Affidavit to contact, negotiate, amend, agree, execute, and deliver all relevant documents, instruments, and/or agreements with the counterparties and/or any related persons relating to the allotment of such newly -issued ordinary shares, including but not limited to contacting, arranging, submitting, and seeking approval, waiver (if any), and necessary and relevant evidence to the relevant government agencies or relevant authorities, including the Office of the Securities and Exchange Commission and the SET, as well as amending the relevant information memorandum to be disclosed, disclosing relevant information, making statement and information to relevant authorities, and determining and/or amending conditions and relevant details in relation to the allotment of newly-issued ordinary shares from the capital increase of the Company to existing shareholders proportionate to their respective shareholdings (Rights Offering) and/or the allotment of newly-issued ordinary shares from the capital increase of the Company to accommodate the exercise of the warrants to purchase ordinary shares of the Company No. 1 (NOK-W1), subject to the relevant rules and laws, which shall include but not be limited to the followings: (1) to consider and determine whether the newly-issued ordinary shares shall be one or from time to time allocations, the offering period, date for listing the names of the existing shareholders entitled to subscribe for and be allocated the newly -issued ordinary shares (Record Date), payment for shares, and other details and conditions relating to the allocation of such newly-issued ordinary shares; (2) to appoint the financial advisors, enter into negotiations, agreements, and execute relevant documentation and agreements relating to the allocation of such newly-issued ordinary shares, and to undertake any act in connection with the allocation of such newly-issued ordinary shares; and (3) to sign application forms for permission, waiver (if any), and necessary and relevant evidence in relation to the allocation and offering of the newly -issued ordinary shares, including to take actions and submit applications, waiver (if any) and necessary and relevant evidence to the relevant government agencies or relevant authorities, and to list the newly -issued ordinary shares on the SET, and to take any action necessary and relevant to the entering into the above transactions in all respects until completion of the transactions, and to appoint and/or remove substitute to take the foregoing actions, with the following voting results:

Shareholders' Voting	Number of Votes (1 share = 1 vote)	Percentage of shareholders and proxies attending the meeting and casting their votes
Approved	771,082,264	99.6100
Disapproved	3,018,621	0.3899
Abstained	130,500	-
Voided ballots	0	-
Total of 240 shareholders	774,231,385	-

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

Please be informed accordingly.

Yours faithfully,

Mr. Brian Leslie Jeffery Chief Financial Officer

Authorized to report information memorandum