Attachment 1

(Translation)

AAV11/2022

Minutes of 2022 Annual General Shareholders' Meeting

Asia Aviation Public Company Limited

April 21, 2022 at 14.00 hrs.

by Electronic Means

Broadcast live from Thai AirAsia Head Office's Meeting Room, 222 Don Mueang International Airport,

3rd Floor, Central Office Building, Vibhavadee Rangsit Road, Don Mueang, Bangkok

Clarification to shareholders prior to the Meeting

  1. For the participants of the meeting this time, the Company reserves the right for shareholders of the Company and the proxies to receive username and password by identifying through the request to join the electronics meeting in accordance with the process specified by the Company while the participants give consent to comply with the regulations of the meeting through electronics media and registering by push the button "Register" which will be regarded as the shareholders already registered to join the meeting and number of shares held by the shareholders will be counted as a quorum.
  2. To vote at Shareholders' Meeting, one share represents one vote.
  3. The Chairman is the proposer for shareholders to vote for each agenda. By voting for each agenda (Except Agenda 7 related to the appointment of directors), shareholders or proxies who intend to cast the vote as disagreement or abstention, shall vote via the electronic meeting system (E-Voting) for vote count. For shareholders or proxies who agree, it is not necessary to cast the vote via the electronic meeting system (E-Voting).
  4. For the vote count, the Company will deduct the disagreement, abstention and voided ballots from the total number of votes passed by shareholders who are present and have the rights to vote. The remaining votes shall be counted as agreement for that agenda.
  5. For Agenda 7 related to the appointment of directors, all shareholders shall cast the vote via the electronic meeting system (E-Voting) whether agreement, disagreement or abstention. Shareholders who did not vote via the electronic meeting system (E-Voting), shall be deemed as abstention.

Voting procedures via the electronic meeting system (E-Voting)

  1. Shareholders shall select the agenda they want to vote. Then the system will display 4 buttons for voting, which are 1. Approve (Green); 2. Disapprove (Red); 3. Abstain (Orange); and 4. Cancel latest vote (Blue).
    In case the shareholders want to alter the vote, if the shareholders have selected "Cancel latest vote" and did not revote, the Company will count the vote as agreement. This is except Agenda 7, which will be deemed as abstention. In addition, the voting can be changed until the ballot for that agenda is closed.
  2. In case of proxies from more than one shareholder, proxies shall select "User Icon" and press "Switch Account" to access the account of other shareholders.

222, Don Mueang International Airport, 3rd Fl., Central Office Bldg.,

Room no. 3200, Vibhavadee Rangsit Road, Don Mueang, Bangkok 10210.Tel. 66 (O) 2562 5700, Fax. 66(O) 2 562 5705

Attachment 1

  1. Shareholders have 1 minute to vote after the notification to vote of each agenda. In addition, when the voting is closed for each agenda, the vote result of that agenda will be announced in the meeting.
  2. If the shareholders or proxies having questions in the meeting, the Company will give the chance to the participants to ask questions or express the opinion in the issues related to the agenda as appropriate. The Shareholders having questions through messages, then type the question and post it into the system or Inquire through the audiovisual by pushing the button "Get queue ask the question via video" and fill in the user please choose the menu "Sending question" and choose the agenda regarding the question required name on Webex, then push the button "Get the queue" waiting for the signal from the officer to give the queue through Chat and open your camera and microphone when receiving the signal to ask question while the participant of the meeting will notify name and surname and inform that the participant comes by himself or proxies from any shareholder before asking the question every time. In case that there are many questions related to such agenda, the Company will screen them as appropriate.

However, to keep the timing of the meeting, in each agenda, the Company would like to ask for permission to open the chance for asking question through audiovisual to the first 2 persons who push the button to reserve the queue and the one who asks the question through audiovisual will ask only one round to give the chance to other shareholders and proxies to ask questions in the next agenda. For the Shareholders and proxies who are not in the first 2 persons, please type the questions in Q&A and press send into the system instead and in case there are many questions related to such agenda, the Company will screen them as appropriate.

Anyhow, for health safety of attendees inside the live-broadcast meeting room, please ask the questions compactly so the meeting can be closed within 2 hours. In addition, in case there are many questions continuing over schedule, the Company will prepare a summary of questions with answers and publish on the website of the Company as well as prepare it as appendix of the Minutes of the 2022 Annual General Meeting of Shareholders.

Guidelines for counting the shareholders' votes

  • Agenda 2, 4, 5, 6, 7.1, 7.2, 7.3, 7.4 are considered as normal agenda as stipulated in the Public Limited Companies Act B.E. 2535 (1992) Section 107 (1), which require the majority votes from the attending shareholders who cast the votes. In this case, the shareholders voting for abstention will not be included in the voting base.
  • Agenda 8 Re: To consider and approve the remuneration of the Company's directors for 2022 is stipulated in the Public Limited Companies Act B.E. 2535 (1992), Section 90 Paragraph 2, which require the resolution of the Shareholders' Meeting consisting of not less than two-thirds of the total number of votes from the attending shareholders. It is not required whether those shareholders make the votes or have the voting rights or not. Therefore in this case, the voting base is counted from total votes of the attending shareholders.

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Attachment 1

The Company's staff introduces the following directors, company secretary, external auditor and legal consultants:

Board of Directors

1)

Mr. Vichate Tantiwanich

Chairman of the Board, Chairman of Audit Committee, Independent

Director and Chairman of the Meeting

2)

Mr. Nuttawut Phowborom

Director

3)

Mr. Tassapon Bijleveld

Director and Executive Chairman

4)

Mr. Santisuk Klongchaiya

Director and Chief Executive Officer

5)

Mr. Phairat Pornpathananangoon

Director and Chief Financial Officer

6)

Mr. Veerayooth Bodharamik

Audit Committee and Independent Director

7)

Mr. Sirot Setabandhu

Director and Independent Director

8)

Mr. Rozman Bin Omar

Director

9)

Mr. Yuthapong Ma

Director (via Video Conference)

10)

Dato' Mohamed Khadar Bin Merican

Director (via Video Conference)

11)

Mr. Tarumalingam A/L Kanagalingam

Director (via Video Conference)

12)

Mr. Dinesh Nambiar

Audit Committee and Independent Director (via Video Conference)

There were 12 directors attending the meeting, equivalent to 100 percent of the total (12) directors.

Company Secretary

Ms. Nisres Distes

External Auditor

Ms. Kunlapee Piyawannasuth

External Auditor from EY Office Company Limited

Legal Consultant to answer shareholders' questions and to witness the vote count

Ms. Pratumporn Somboonpoonpol

Weerawong, Chinnavat and Partners Ltd.

In the Meeting there were 13 shareholders attending the Meeting and 655 proxies representing 9,608,536,704 shares, equivalent to 82.8832 percent of the total issued share capital, to form a quorum. This is in compliance with Section 103 of the Public Limited Companies Act and Article 33 of the Company's Articles of Associations, which state about the quorum that not less than 25 shareholders and proxies, or not less than half of the total shareholders holding not less than one third of the total shares sold must attend the Meeting to form a quorum. The Company allowed the on-going registration through the system until the Meeting is adjourned.

When the quorum was formed, Mr. Vichate Tantiwanich, Chairman of the Meeting opened the 2022 Annual General Meeting of Shareholders of Asia Aviation Plc. by following the Meeting agenda as informed in the invitation to attend the Meeting as disseminated on the website and delivered to the shareholders in advance.

3

Attachment 1

Start the Meeting

Agenda 1 Matter to be informed

The Chairman of the Meeting stated to the Meeting that it is appropriate to take this opportunity to provide an overview to the shareholder that this is the third year that we have called the online meetings due to the crisis that has suspended our operations and significantly changed the way we work. The Board of Directors would like to repeatedly confirm that we have always been ready to continue operating our business and create profitability to the shareholders, which Mr. Tassapon Bijleveld will give a brief information on restructuring. Finally, we are confident that this next journey of Thai AirAsia will propitiously be stronger. Then Chairman of the Meeting assigned the Executive Chairman to inform the information to the Meeting.

Mr. Tassapon Bijleveld, Executive Chairman, provided the following information to the Meeting.

For restructuring, Thai shareholders who it is a listed company on the Stock Exchange of Thailand, which is AAV, holding 55% in Thai AirAsia. While AirAsia Malaysia owns another 45%. After the restructuring is AAV increased shareholdeing to 100% in Thai AirAsia and AirAsia Malaysia hold approximately 45% in AAV instead, I myself hold approximately 20% and the remaining approximately 30% are held by minority shareholders. Including debt restructuring, currently amost all debts that we have with Malaysia has already been converted into capital and make Balance Sheet still has cash flow and recalling our financial strength to remain competitive in the market.

Chairman of the Meeting further announced to the Meeting that initially to proceed with restructuring was not easy. But at the end, our restructuring makes us stronger and ready to continue our business.

There was neither further opinion nor question from the shareholders on this agenda. Then, Chairman of the Meeting informed that this was the matter for acknowledgement, which did not require any resolution, the Meeting should proceed to the following agenda.

Agenda 2 To consider and certify Minutes of the Extraordinary General Meeting of Shareholders No. 1/2021 held on November 26, 2021

The Chairman of the Meeting stated to the Meeting that minutes of the Extraordinary General Meeting of Shareholders No. 1/2021, held on November 26, 2021, were considered by the Board of Directors having been properly and fully prepared, submitted to the Stock Exchange of Thailand within 14 days as from the date of the Meeting, and publicised in the Company's website (www.aavplc.com), as per Copy, sent to the shareholders together with Notice of Meeting, Attachment 1.

There was neither further opinion nor question from the shareholders on this agenda. Then, Chairman requested that the Meeting approve Minutes of the Extraordinary General Meeting of Shareholders No. 1/2021, held on November 26, 2021, as presented; and informed that this agenda shall be approved with resolution of the majority votes of the shareholders, present and voting at the Meeting. The attendees who intend to vote as disagreement or abstention can press the voting button of the electronic system.

4

Attachment 1

Resolution

The Meeting had a resolution to approve Minutes of the Extraordinary General Meeting of Shareholders No. 1/2021, held on November 26, 2021 with the majority votes of the attending shareholders who cast the following votes:

Approved

9,608,573,313

votes

equivalent to

100.0000

Disapproved

0

vote

equivalent to

0.0000

Abstained

117

votes

not count as vote base

-

Voided ballot

0

vote

not count as vote base

-

Total votes (669 shareholders)

9,608,573,430

votes

Agenda 3 To acknowledge the Board of Directors' report on the Company's operating results for 2021

The Chairman of the Meeting stated to the Meeting that the Company summarised the past operating performance and significant changes in 2021, details as appeared in the Annual Report (Form 56-1 One Report). This year, it can be viewed by scanning the QR Code on the registration certificate that has been sent to the shareholders

together with the invitation letter. This agenda did not require the shareholders' votes because it was the matter

for acknowledgment.

Mr. Santisuk Klongchaiya, Chief Executive Officer, was asked to inform the Meeting.

Key Operating Performance 2021

  • The passenger carried in FY2021 was recorded at 2.9 million people or down by 69 percent from FY2020, mainly due to a contraction in the number of passengers. As a result, the average fare dropped to Baht 1,090 from Baht 1,199 in the previous year.
  • Available seat kilometres (ASK) in 2021 was 3,002 million seats-km, dropping 70 percent from the previous year due to the COVID-19 outbreak in late December 2020 and mid-April 2021 including a temporary suspension of domestic flights in quarter 3/2021. As a result, the average stage length was reduced to 688 km

per flight.

  • The company has continued to manage its flights and seats to meet the travel demand, resulting in a load factor of 68 percent, decreasing from 75 percent in the previous year, while the aircraft utilisation fell to 5.6 hours per day. In 2021, we operated domestic flights to 23 destinations and international flights to 2 destinations, totalling 24,011 flights.
  • On-timeperformance (OTP) increased to 97 percent, better than the company's target of 90 percent.
    This was the cooperation of all departments to provide the best service for our passengers. It emphasises that
    "punctuality" is an essential standard, as well as safety and hygiene that we have always adhered to.

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Asia Aviation pcl published this content on 17 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 March 2023 08:55:00 UTC.