Note: This Is the Translation of the Minutes of Annual General Meeting Shareholders 2019 Which Is Recorded in Thai
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Note: This is the translation of minutes of Annual General Meeting of Shareholders 2020 which is recorded in Thai. In the event of any conflict or discrepancy between this English translation and its Thai version, the Thai version shall prevail. T R A N S L A T I O N Annual General Meeting of Shareholders 2020 Bangkok Airways Public Company Limited Date, Time and Place : 3 July 2020, at 14.00 hours, Venue : Jupiter Room, Miracle Grand Convention Hotel, No. 99 Kamphaeng Phet 6 Road, Talad Bangkhen, Laksi, Bangkok. Chairman of the meeting : Air Chief Marshal Kaset Rochananil / Chairman / Independent Director Secretary of the meeting : Ms. Tresarun Sitakalin / Company Secretary Eligible attendants : There were altogether 14,596 shareholders listed as on11 June 2020 (Record Date) holding a total of 2,060,000,000 shares Agenda 1- 2 : There were altogether 131 shareholders and proxies attending the meeting, holding a total of 1,639,125,201 shares or 79.57% of the common stocks with the right to vote. The meeting had the required quorum to proceed. Agenda 3.1-3.6 : There were altogether 149 shareholders and proxies attending the meeting and holding a total of 1,646,469,201 shares or 79.92% of the common stocks. Preliminaries Ms. Tresarun Sitakalin, the Company Secretary (Ms. Tresarun), introduced herself and expressed appreciation to shareholders who were present at the Annual General Meeting of Shareholders 2020 of Bangkok Airways Plc (the Company) and introduced Directors, Executive Officers and advisors present at the meeting. Directors present (Total 10 persons, 100% of Board of Directors) 1. Air Chief Marshal Kaset Rochananil Chairman / Independent Director 2. Mr. Puttipong Prasarttong-Osoth Vice Chairman / Chairman, Executive Committee / President 3. Mr. Sripop Sarasas Independent Director/ Chairman, Audit Committee / Chairman, Nomination and Remuneration Committee 4. Mr. Somboon Kitiyansub Independent Director / Chairman, Corporate Governance Committee / Nomination and Remuneration Committee 5. Mr. Saharatna Benyakul Independent Director / Audit Committee / Corporate Governance Committee 1 6. Mrs. Ariya Prasarttongosoth Director / Corporate Governance Committee / Nomination and Remuneration Committee 7. Pol.Lt.Gen. Visanu Prasarttong-Osoth Director 8. Mrs. Narumon Noi – am Director 9. Mr. Pradit Theekakul Director / Executive Committee 10. Mr. Anawat Leelawatwatana Director / Executive Committee Executive Officers present 1. Ms.Tresarun Sitakalin Vice President, Company Secretary 2. Mrs. Weerawan Boonsom Director, Tax Division 3. Ms. Kasama Thassanasri Director, Network Planning and Route Research Auditors from EY Office Limited 1. Ms. Rungnapa Lartsuwankul 2. Ms. Naraya Srisook 3. Mr. Siddichai Pongduang 4. Mr. Nathanon Kulchanaboriboon Legal Advisors from SBNP Legal Office 1. Mr. Rittichai Ngodngam 2. Ms. Pakjira Pongkesarin 3. Mr. Thanawat Apitakakul The Company provided an opportunity for shareholders to propose subjects to be included in the agenda and also propose candidates to be considered for appointment as Board of Directors in compliance with the regulation and disclosed on the website from 20 December 2019 to 3 February 2020, but no proposals received. Ms. Tresarun then invited Air Chief Marshal Kaset Rojananil, (ACM Kaset) Company Chairman and Chairman of the meeting, to open the AGM of Shareholders 2020. ACM Kaset, introduced himself, expressed his appreciation to shareholders and relevant stakeholders present at the meeting and apologized for any convenience caused from postponement of the AGM from 20 April 2020 to 3 July 2020 due to COVID-19 pandemic. Afterwards, he authorized Mr. Pradit Theekakul, Director and Executive Officer (Mr. Pradit) to conduct the meeting on his behalf. Mr. Pradit thanked the Company Chairman and greeted shareholders and participants present at the meeting and then requested Company Secretary to inform the meeting about voting, vote counting procedures including procedures for asking questions and making comments as follows: Ms. Tresarun informed the meeting that the Company has a registered and paid up capital of 2,100 million Baht, divided into 2,100 million common shares, par value at 1 Baht per share, when deducting the shares according to the Treasury Stock total 40,000,000 shares will have remaining shares with the right to vote 2,060,000,000 shares. 2 Record Date has been established, to determine shareholders who are eligible to attend the AGM 2020, on 11 June 2020. On the day of the meeting, 65 shareholders were present in person, representing 15,295,937 shares, and 66 shareholders attended by proxy, representing 1,623,892,264 shares. Total number of participants to the meeting = 131, representing a total of 1,639,125,201 shares or equivalent to 79.57% of total issued shares which constituted a quorum pursuant to the law and the No. 29 of the Company’s Articles of Association – that no less than 25 shareholders and shareholders represented by proxy must be present in the meeting or not less than 50% of total shareholders holding no less than one third of total issued shares. Then Ms. Tresarun informed the meeting about voting, vote counting procedures including procedures for asking questions and making comments as follows: Voting 1. Casting of vote. One share is equal to one vote. Each shareholder is entitled to voting right according to the number of shares held or given under proxy. Ballot cards given at Registration Desk are to be used for casting vote. 2. Counting of votes will be applicable only to agendas under consideration. 3. Casting of vote for each agenda, except Agenda 3.2 Approval and re-election of Directors to replace Directors who completed terms of office, if no shareholder disapproved or abstained from voting, it will be considered that shareholders agreed to approve the proposed agenda. Shareholders who disapprove or abstain from voting to mark the ballot card provided by the Company and raise their hands to beacon officers to collect the cards. 4. Casting of votes for Agenda 3.2 Approval and re-election of Directors to replace Directors who completed terms of office, the Company will propose election of Director to replace those retired by rotation individually and will request shareholders to caste their votes to approve, disapprove or abstain from voting. Officers present will collect ballot cards from those who disapprove or abstain from voting first, and the rest from those who approve afterwards. Counting of votes Votes to disapprove and to abstain from voting will be deducted from total votes. The remaining will be considered as votes to approve the agenda. When finished counting the votes, the result for each agenda will be displayed on the screens in front of the meeting room. To ensure transparency in counting the votes, the Company has appointed Mr. Rittichai Ngodngam, representing SBNP Legal Office, to act as witness when votes are counted. Posting Inquiries and Expressing Opinions 1. Prior to voting for each agenda, the Chairman through person conducting the meeting shall provide an opportunity for participants of the meeting to ask questions on issue relevant to that agenda. Shareholders or proxy of shareholders who wish to ask questions or 3 make comments are requested to write the questions on the paper provided and give to the attending officers. 2. Shareholders who have questions or comments that are irrelevant to current agenda are requested to ask questions or make comments during the agenda for other matters, scheduled toward the end of the meeting to ensure the meeting is conducted as scheduled. Ms. Tresarun Sitakalin invited Mr. Pradit to conduct the meeting according to respective agendas. Mr. Pradit then provided an opportunity for shareholders to ask additional questions regarding information provided by Ms. Trisarun. As there was no further question, the meeting proceeded according to following agendas. Agenda 1. Matter presented by the Chairman for information 1. In 2019 Bangkok Airways is an airline that made profit resulting from good cooperation by all concerned including shareholders. 2. Skytrax World Airline Award 2019 announced Bangkok Airways as World Best Regional Airline and Best Regional Airline Asia in 2019. The Company has received these awards for 4 consecutive years. 3. The Company together with BTS Group Holding Plc and Sino-Thai Engineering and Construction Plc under the name BBS Joint Venture Company submitted proposal for joint investment in U-tapao Airport and Eastern Aviation City Development Project during March 2020. After BBS Joint Venture proposed the best minimum income in return to the state, the company has been selected as operator of the said development project. The three companies established U-tapao International Aviation Company Limited ( U-tapao Company) to sign Joint Investment Agreement in U-tapao Airport and Eastern Aviation City Development Project (Joint Investment Agreement) on 19 Jun 2020 with Office of Special Development Zone Policy Committee (EEC). Agenda 2. Matters proposed for information 2.1. Acknowledge the Board of Director’s Annual Report 2019 Mr. Pradit requested Mr. Puttipong Prasarttong-Osoth, President of the Company (Mr. Puttipong) to report for this agenda. Mr. Puttipong presented a summary of the Company Performance Report 2019, divided into four sections as follows: 1. Airline Business 2019. • Overview Total passengers 5.86 million decreased 2% Total seats 8.56 million decreased 1% Rate of passenger transported 68 unchanged Total flights 70,810 decreased 1% Average fare 3,247Bt/flight decreased 6% Passenger revenue 19,028 million baht decreased 7% 4 • Ratio of income from sales points 2019 Europe and Middle East 27 % decreased 6% PR China 6% decreased 37% Asia-Pacific 22% decreased 1% Thailand 18% decreased 17% Website 17% decreased 8% • Code Share partner airlines 2019 In 2019 the Company has 27 code share partners, Turkish Airlines joined as a new partner while on 30 June 2019 agreement with Jet Airways was cancelled because the airline terminated operation of services. • Flight Routes 2019-2020 As a result of COVID-19 pandemic, the Company had to suspend operation of services for a period of time.