Thai Airways PCL : 25 Apr 2016 Resolutions of the 2016 Annual General Shareholders' Meeting

f3808120-97d9-4f12-b59d-e15bfbb7b147.pdf THAI

Tha i A irways International Public Company Limited 89 Vibhavadi Rangsit Road, Bangkok 10900, Thailand Tel : 66 (0) 2545-1000, 66 (0) 2695-1000

l D/SB/WF/WF-Q/ 01 -1/ '1t

(Translation)

22 Apri l 201 6

Subject Resol utions of the 2016 Ann ual General Shareholders' Meeting of Thai Ai rways International Publ ic Company Limited

To President,

The Stock Exchange of Thailand

Thai Ai rways International Publ ic Company Limited (the "Company") held the 201 6 Ann ual General Shareholders' Meeting on Friday, 22 Apri l 2016 at 1.30 pm at Chaiyaphruek Room Air Force Convention Hal l (Thongyai Bu i ld ing), Paholyoth in Road, Saimai District, Bangkok (the "Meeting"). At the open ing of the Meeti ng, there were 1,568 shareholders attend ing the Meeting in person and by proxies, holding altogether 1,538,307,641 shares, wh ich exceeded one-th ird of the Company's total outstand ing shares. A quorum was thus constituted in accordance with the Articles of Association of the Company. The details of the resol utions are as fol lows:

1. . Consideration and Approval of Mi nutes of the 201 5 An nual General Shareholders' Meeting Held on Friday, 24 Apri l 201 5

   Approved	1,594,946, 101	votes
   Not Approved	102,853	votes
   Abstai ned	1 19,422	votes

   Resol ution : The Meeti ng resolved , by majority vote of the shareholders who attended the Meeti ng and have the right to vote, to approve the M inutes of the 20 15 Ann ual General Shareholders' Meeting held on Friday, 24 April 201 5. The votes are d ivided as follows:

2. Acknowledgement of the Report on the Results of Operations for the Year 2015

   Resol ution : The Meeting acknowledged the rep01t on the resu lts of operations for the year 2015, as detailed in the 201 5 An nual Report, which had been del ivered to the shareholders together with the invitation notice of th is Meeting.

3. Consideration and Approval of Balance Sheets and Income Statements for the Year 201 5

   Summary of the Balance Sheets and Income Statements of the Company

   and its su bsid iaries

   • Total Assets Baht 302,471 m i llion

   • Total Liabi l ities Baht 269,545 m i l l ion

   • Shareholders' Equ ity Baht 32,926 mi l l ion

   • Total Reven ues Baht 192,591 mi ll ion

   • Profit (loss) before Income Tax Expenses Baht (14,1 16) mill ion

   • Net Profit (loss) Baht ( 13,047) mi l l ion

   • Profit (loss) per Share Baht (5.99) per shal'e

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     Resolution : The Meeting resolved, by majority vote of the shareholders who attended the Meeting and have the right to vote, to approve the Balance Sheets and Income Statements for the year 201 5, which the Office of the Aud itor General, the Company's Auditor, has already aud ited and certified. The votes are divided as follows:

     Approved	1,594,465,298	votes
     Not Approved	47,389	votes
     Abstained	997,036	votes

4. Consideration and Approval of the Suspension of the Payment of Dividend in accordance with the Company's Performance for the Year 201 5

   Resolution : The Meeting resolved, by majority vote of the shareholders who attended the Meeting and have the right to vote, to approve the suspension of the payment of dividend in accordance with the Company's performance for the year 201 5. The votes are divided as follows:

   Approved	1,595,1 12,1 13	votes
   Not Approved	121,974	votes
   Abstained	255,636	votes

5. Consideration of Directors' Remunerations

   Resol ution : The Meeting resolved, by the vote of not less than two-third of all votes of the shareholders who attended the Meeting, to approve the rules for Directors' remunerations and meeting allowance for the period from 1 May 2016 to 30 April 201 7 as follows:

   Remuneration and Meeting Allowance:

   • Each member of the Board of Directors will receive monthly remuneration of Baht 50,000 and meeting allowance of Baht 30,000 per each meeting attendance. Should there be more than 1 meeting per month, each Board member will receive meeting allowance of Baht 30,000 only. The Chairman of the Board of Directors will receive meeting allowance of 25% more than that of the other Board members and the Vice Chairman will receive meeting allowance of 12.5% more than that of the other Board members. All remuneration and meeting allowance are subject to income tax which will be paid by Board members. The remunerations and meeting allowances are equivalent to those approved by the 201 5 Shareholders' meeting.

   • In case where a Board member is appointed by the Board of Directors or its Chairman to be a committee, sub-committee and a member of working groups of the Company, such Board member will receive additional meeting allowance of Baht 10,000 per meeting. Should there be more than 1 meeting per month, such member will receive meeting allowance of Baht 10,000 only. The meeting allowances are equ ivalent to those approved by the 201 5 Shareholders' meeting.

   • Audit Committee wi ll receive meeting allowance on a monthly basis at the same rate as that of the Board of Directors. The Chairman of the Audit Committee will receive meeting allowance of 25% more than that of the other members. The meeting allowance will also be paid for the month during which no meeting is held. The meeting allowances are equivalent to those approved by the 201 5 Shareholders' meeting.

   Privilege of Air Ticketfor the Board Members:

   The Board of Directors has resolved not to propose privilege of air tickets for Board members for the year 2016.

   Bonus:

   The Board of Directors has resolved not to propose bonus for Board members for the year 2016.

   The votes are divided as follows:

   Approved	1,595,088,332	votes
   Not Approved	189,787	votes
   Abstained	21 1,604	votes

6. Consideration the Appointment of an Auditor and Determination of Audit Fees

   Resolution : The Meeting resolved, by majority vote of the shareholders who attended the Meeting and have the right to vote, to approve the appointment of the auditor and the audit fees for 201 6, as proposed by the Audit Committee, as follows:

7. . To appoint the Office of the Aud itor General of Thailand to be the Company's auditor for 2016.

8. To approve the annual audit fee for 2016 and the fee for reviewing the Company's financial statements of each quarter. The annual audit fee will be Baht 2,500,000 and the fee for reviewing the Company's financial statements of 3 quarters will be Baht 350,000 per each quarter. The total audit fee is Baht 3,550,000.

   The votes are divided as follows:

   Approved	1 ,595,288,551	votes
   Not Approved	43,236	votes
   Abstained	157,936	votes

9. Consideration of the Election of Directors

Resolution: The Meeting resolved, by majority vote of the shareholders who attended the Meeting and have the right to vote, to approve the appointment of 5 directors of the Company, replacing the retired directors according to the Article 17 of the Article of Association of the Company, effective from 22 April 2016 onwards. The votes are divided as follows:

1 P01.Gen.Cl1akt!11. ) Cl1a1.1.1.11da

Approved	1,568,826, 147	votes
Not Approved	756, 164	votes
Abstained	96,968	votes
Unused Votes	25,81 0,444	votes

2. Mr. Rathapol Bhakd ibhumi

·-----··----·--·----·· Not Approved	76, 168	votes
Abstained	161,968	votes
U nused Votes	26,733,858	votes ---

I Approved ----.--1 ,_5_6_8,_5_17_,_729--.--- vot-es--

3 Mr. Kam.t· Sangsubl1311

Approved	1 ,565,967,578	votes
Not Approved	3,532,519	votes
Abstained	206,568	votes
U nused Votes	25,783,058	votes

4 Mr. Weerawong c11·1ttm1ttrapap

Approved	1 ,568,808,903	votes
Not Approved	696,494	votes
Abstained	208,568	votes
Unused Votes	25,775,758	votes

5. Mr. Somkiat Sirichatchai

Approved	1,568,800, 133	votes
Not Approved	690,81 1	votes
Abstained	21 0,768	votes
Unused Votes	25,788,01 1	votes

Therefore, the Board of Directors consists of 15 members as follows:

1.	Mr. Areepong Bhoocha-oom	Chairman
2.	ACM Treetod Sonjance	Vice Chairman
3.	Gen.Chatudom Titthasiri	Director
4.	Mr. Damri Tunshevavong	Director
5.	Mr. Peraphon Thawornsupacharoen	Director
6.	ACM Siwakiat Jayema	Director
7.	Mr. Somchai Sujjapongse	Director
8.	ACM M.L. Suprija Kamalasana	Director
9.	ACM Amnart Jeeramaneemai	Director
10.	Mr. Charamporn Jotikasthira	Director
1 1.	Pol. Gen. Chakthi p Chaijinda	Director
12.	Mr. Rathapol Bhakdibhumi	Director
13.	Mr. Kanit Sangsubhan	Director
14.	Mr. Weerawong Chittmittrapap	Director
15.	Mr. Somkiat Sirichatchai	Director

This matter is being reported for your information.

Sincerely yours,

Suvimol Bualerd

Mrs. Suvimol Bualerd

V ice Presi dent Corpora te Secreta riat Department

Corporate Secretariat Depa1tment Tel. 0-2545-4392

Fax. 0-2545-4390