Nok Airlines Public : Shareholders meeting's resolution

BOD 001/2020

14 January 2020

Subject: Notification on Resolutions of the Extraordinary General Meeting of Shareholders No.1/2020

To: President

The Stock Exchange of Thailand

The Extraordinary General Meeting of Shareholders No. 1/2020 of Nok Airlines Public Company Limited (the "Company") held on 14 January 2020, 2.00 p.m., at the Magic 2 Room 2nd Floor, Miracle Grand Convention Hotel, No. 99 Kamphaeng Phet 6 Road, Talat Bangkhen Sub District, Lak Si District, Bangkok 10210, has considered and passed the resolutions in each agenda item, concluded as follows:

1. Approved the decrease of the registered capital of Baht 99,030,527 from the existing registered capital of Baht 3,408,049,800 to Baht 3,309,019,273 by decreasing the number of ordinary shares of the Company which have not been sold, i.e. the exceeding ordinary shares remaining after the accommodation of the rights exercise of NOK-W1 and the newly issued ordinary shares remaining after the allocation to the existing shareholders of the Company according to the Extra-ordinary General Meeting of Shareholders No. 1/2019 held on 22 January 2019 , in the total amount of 99,030,527 shares at the par value of Baht 1 per share and approving the amendment to Clause 4 of the Memorandum of Association to be in accordance with the decrease of the Company's registered capital, including the relevant authorization, with the following voting results:

							Percentage of
		Shareholders voting			Number of votes		shareholders and proxies
					attending the meeting and
							having voting right
	Approved	2,416,872,615		99.9993
	Disapproved	0		0.0000
	Abstained	16,000		0.0006
	Voided ballots	0		-
	Having no right to vote	0		-
	Total 200 shareholders	2,416,888,615		100
Remark	1) Resolution in this agenda shall be approved by at least three-fourths (3/4) of the
		total votes of the shareholders attending the meeting and entitled to vote.

1. In this agenda, there are additional shareholders and proxies attending the meeting, from the beginning of the meeting, representing 246,158 shares, totaling 246,158 votes. Therefore, the total votes of the shareholders and proxies attending the meeting in this agenda are equal to 2,416,888,615 votes.

2. Approved the increase of its registered capital of Baht 888,147,358 from the existing registered capital of Baht 3,309,019,273 to Baht 4,197,166,631 by issuing ordinary shares of the Company in the number of 888,147,358 shares at the par value of Baht 1 per share and approving the amendment to Clause 4 of the Memorandum of Association of the Company to be in accordance with such increase of registered capital, including the relevant authorization, with the following voting results:

							Percentage of
		Shareholders voting			Number of votes		shareholders and proxies
					attending the meeting and
							having voting right
	Approved	2,416,876,115		99.9990
	Disapproved	5,896		0.0002
	Abstained	16,000		0.0006
	Voided ballots	0		-
	Having no right to vote	0		-
	Total 215 shareholders	2,416,898,011		100
Remark	1) Resolution in this agenda shall be approved by at least three-fourths (3/4) of the
		total votes of the shareholders attending the meeting and entitled to vote.

1. In this agenda, there are additional shareholders and proxies attending the meeting, from the beginning of the meeting, representing 9,396 shares, totaling 9,396 votes. Therefore, the total votes of the shareholders and proxies attending the meeting in this agenda are equal to 2,416,898,011 votes.

3. Approved the allocation of the newly issued ordinary shares of the Company up to 888,147,358 shares at the par value of Baht 1 per share to the existing shareholders of the Company proportionate to their respective shareholdings (Rights offering) with the allocation ratio of 3.5 existing shares to 1 newly issued ordinary share, at the offering price at Baht 2.50 per share, including the a relevant authorization, with the following voting results:

							Percentage of
		Shareholders voting			Number of votes		shareholders and proxies
					attending the meeting and
							casting their votes
	Approved	2,416,877,215		99.9997
	Disapproved	4,896		0.0002
	Abstained	16,000		-
	Voided ballots	0		-
	Having no right to vote	0		-
	Total 216 shareholders	2,416,898,111		100
Remark	1) Resolution in this agenda shall be approved by the majority of the total votes of
		the shareholders attending the meeting and casting their vote.

1. In this agenda, there are additional shareholders and proxies attending the meeting, from the beginning of the meeting, representing 100 shares, totaling 100 votes. Therefore, the total votes of the shareholders and proxies attending the meeting in this agenda are equal to 2,416,898,111 votes.

Please be informed accordingly

Yours faithfully, -Signed-

(Mr. Wutthiphum Jurangkool) Chief Executive Officer