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Nok Airlines Public Company Limited

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Nok Airlines Public Company Limited Enclosure 2 Nok Airlines Public Company Limited Notice of the Allocation of Newly Issued Ordinary Shares with Warrants to Purchase Ordinary Shares No.1 (NOK-W1) to Existing Shareholders of the Company (Rights Offering) Subscription Period 16-19 and22 May2017 Nok Airlines Public Company Limited Part 1- Information on the Allocation of Newly Issued Ordinary Shares 1. Name and Address of the Company Name : Nok Airlines Public Company Limited Location : 183 Rajanakarn Building,17th Floor, South Sathorn Road, Yannawa, Sathorn, Bangkok 10120 Website : https://www.nokair.com 2. 'DWHDQG1XPEHURIWKH%RDUGRI'LUHFWRUVu0HHWLQJDQGWKH6KDUHKROGHUVu0HHWLQJWKDW$SSURYHG the Allocation of Newly Issued Ordinary Shares 7KH%RDUGRI'LUHFWRUVu0HHWLQJ : No. 2/2017 on 28 February 2017 The Annual General 6KDUHKROGHUVu0HHWLQJ : 19 April 2017 3. Details of the Allocation of Newly Issued Ordinary Shares The 2017 Annual General 6KDUHKROGHUVu 0HHWLQJ RI 1RN $LUOLQHV 3XEOLF &RPSDQ\ /LPLWHG vthe Companyw KHOG RQ $SULO DW $0 in the Grand Ballroom, 4th Floor, Miracle Grand Convention Hotel, resolved to approve the allocation of WKH&RPSDQ\uVnewly issued ordinary shares of not exceeding 781,250,000 shares with a par value of Baht 1 per share. The newly issued ordinary shares of not exceeding 625,000,000 shares shall be offered to the existing shareholders respective to their shareholdings (vRights Offeringw) at the ratio of 1 existing ordinary share to 1 newly issued ordinary share at the offering price of Baht 2.40 per share, and the newly issued ordinary shares of not exceeding 156,250,000 shares shall be reserved for the exercise of Warrants to Purchase Ordinary Shares of the Company No.1 (NOK-W1) vWarrantsw which will be issued and offered at no charge to the existing shareholders who have been allotted the newly issued ordinary shares, at the ratio of 4 newly issued ordinary shares to 1 unit of warrant, with each warrant entitling a right to purchase 1 ordinary share at the price of Baht 5.00 per share. In this regard, the existing shareholders who are entitled to receive the Rights Offering shares with Warrants shall be the shareholders whose names appear in the share register book on 27 April 2017 (Record Date). The Company shall close the share register book on 28 April 2017 to collect the name of the shareholders pursuant to Section 225 of the Securities and Exchange Act B.E. 2535 (including its amendments). The subscription period for the newly issued ordinary shares shall be between 16-19 May 2017, and 22 May 2017 totaling 5 business days. Details of the issuance and offering are as follows: Page2 Nok Airlines Public Company Limited 3.1Newly Issued Ordinary Shares Type of shares : Ordinary shares Current registered capital : Baht 625,000,000 divided into625,000,000 ordinary shares with the par value of Baht 1 per share Registered capital after capital : Baht 1,406,250,000 divided into 1,406,250,000 ordinary increase in case existing shares with the par value of Baht 1 per share shareholders subscribe for all newly issued ordinary shares and fully exercise warrants) Current paid-up capital : Baht 625,000,000 divided into625,000,000 ordinary shares with the par value of Baht 1 per share Amount of capital increase (in case : Baht 625,000,000 divided into625,000,000 ordinary existing shareholders subscribe for all shares with the par value of Baht 1 per share newly issued ordinary shares) Paid-up capital after capital increase : Baht 1,250,000,000 divided into1,250,000,000 ordinary (in case existing shareholders shares with a par value of Baht 1 per share subscribe for all newly issued ordinary shares) Number of shares allotted : Not exceeding625,000,000 shares Offering price : Baht 2.40per share Allocation ratio : 1 existing ordinary shareto 1 newly issued ordinary share The existing shareholders are entitled to subscribe for the newly issued ordinary shares in excess of their entitlements only if there remains unsubscribed share from the allocation to all existing shareholders respective to their shareholdings. The unsubscribed shares shall be allocated to oversubscribing shareholders in proportion to their respective shareholdings and reallocated until there is insufficient share for allocation. Allocation Method : The Company shall allocate not exceeding 625,000,000 shares with the par value of Baht 1 per share to the existing shareholders in proportion to their respective shareholdings (Rights Offering) at the ratio of 1 existing ordinary share to 1 newly issued ordinary share at the offering price of Baht 2.40 per share. Page3 Nok Airlines Public Company Limited 32Warrants to Purchase Ordinary Shares Name : Warrants to Purchase Ordinary Shares of Nok Airlines Company Limited No.1 (vNOK-W1wRUvWarrantsw offered to the existing shareholders who subscribe for the newly issued ordinary shares Type of warrant : Named and transferable warrant Number of warrants issued : Not exceeding 156,250,000 units Shares reserved for the exercise of : Not exceeding 156,250,000 shares which represent 12.5 warrants percent of total paid-up capital of the Company Offering method : The Warrants will be offered together with the newly issued ordinary shares to the existing shareholders of the Company proportionate to their shareholdings (Rights Offering), whereby the Warrants will be offered to the existing shareholders who subscribe for and are allotted the newly issued ordinary shares at the ratio of 4 newly issued ordinary shares to 1 unit of warrant. A fraction of unit, if any, shall be disregarded. If there remains the Warrants after the allotment, the Company will cancel the remaining Warrants after the offering. The Board of Directors determined the offering period of the newly issued ordinary shares to the existing shareholders respective to their shareholdings (Rights Offering) on 16- 19 May 2017 and 22 May 2017 (totaling 5 business days), and the date to determine the name of shareholders who entitle to subscribe for the newly issued ordinary shares (Record Date) on 27 April 2017, and the date to collect the name of shareholders according to Section 225 of the Securities and Exchange Act B.E.2535 (as amended) by way of book closing on 28 April 2017. Offering price : Baht0.00 per unit (no cost) Issue date : 31 May 2017 Terms of Warrants : 3 years from the issue date. The Company shall not extend the term of the Warrants after issuance. Exercise ratio : unit of warrant shall be entitled to purchase 1 ordinary share, subject to right adjustment as described under the terms and conditions. Page4 Nok Airlines Public Company Limited Exercise price : Baht 5.00 per share, subject to right adjustment as described under the terms and conditions. Exercise date : Warrant holders may exercise their rights according to the terms and conditions on every last business day of each quarter within 3 years from the issue date of the Warrants (the last business day of March, June, September, and December). The first exercise date shall be on 30 September 2017 and the last exercise date shall be on 29 May 2020. Any exercise date that is not a business day shall be postponed to the next business day. Notification period for : Warrant holders who wish to exercise their rights to the exercise of Warrants SXUFKDVHWKH&RPSDQ\uVRUGLQDU\VKDUHVVKDOOnotify their intention to the issuer during 9:00 A.M. y 4:00 P.M. within 7 business days prior to each exercise date. Any exercise date that is not a business day shall be postponed to the next business day. For the last exercise date, Warrant holders shall submit notification to the issuer 15 days in advance of the last exercise date. Expiration date : 29 May 2020 Secondary market of the Warrants : The Company will list the Warrant on the SET. Secondary market of new ordinary : The Company will list new ordinary shares issued from the share issued upon the exercise of exercise of Warrants on the SET. Warrants Right adjustment of the Warrants : To protect the benefits of the Warrant holders, exercise price and exercise ratio shall be adjusted upon the occurrence of one or more of the following events: (1) When there is a change in par value as a result of any reverse stock split or stock split; (2) When there is issuance of new shares at a discount to the market price; (3) When the Company offers convertible debentures or new warrants at a discount to the market price; (4) When the Company fully or partially pays dividend by issuing new shares to the shareholders; (5) When the Company pays dividend greater than the rate specified in the terms and conditions; Page5 Nok Airlines Public Company Limited (6) Any other events that are similar to the events described in number (1) to (5) above that prejudice the interests of the Warrant holders upon the exercise of Warrants. In this regards, the Board of Directors, authorized directors RIWKH&RPSDQ\DFFRUGLQJWRWKH&RPSDQ\uV$IILGDYLWRU any person entrusted by the Board of Directors or authorized directors of the Company according to the &RPSDQ\uV$IILGDYLWVKDOOEHDXWKRULzed to determine other conditions and details in relation to the adjustment or change of the exercise ratio and exercise price. Other conditions : The Board of Directors, authorized directors of the &RPSDQ\ DFFRUGLQJ WR WKH &RPSDQ\uV $IILGDYLW RU DQ\ person entrusted by the Board of Directors or authorized GLUHFWRUV RI WKH &RPSDQ\ DFFRUGLQJ WR WKH &RPSDQ\uV Affidavit shall be authorized to do the followings: 1) to determine or amend the details, procedures and other conditions related to the issuance and offering of Warrants, as deemed appropriate,
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