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23 December 2003 at 13.30 hrs. at its Head Office, Thai Airways International Public Company Limited held its Annual General Shareholders’ Meeting,chaired by Mr. Thanong Bidaya, THAI’s Chairman, along with THAI’s Board of Directors, Mr. Kanok Abhiradee, THAI’s President, THAI’s Management,and THAI’s shareholders, and the following issues were discussed:
1. THAI’s Financial Results 2002/2003
At THAI’s Annual General Shareholders’ Meeting, it was reported that during financial year 2002/2003 (October 2002 – September 2003) THAI achieved a total
revenue of 134,536 million baht and a net profit of 12,453 million baht. When compared to the same period last year, the net profit increased by 2,271 million
baht or 22.3 percent, which amounts to a net profit per share of 8.90 baht. When compared to the net profit during the same period last year, THAI earned a net
profit per share of 7.27 baht.2. Distribution of Profit and Dividend
THAI’s Annual General Shareholders’ Meeting approved the distribution of profit and dividend for fiscal year 2002/2003 to shareholders at 1,685,000,000
shares at 1.00 baht per share. The payment of dividend will be made to shareholders with names registered in the shareholders’ registration book on Monday, 5
January 2004 and is scheduled to take effect within 30 days after the Annual Shareholders’ Meeting 2003.3. Appointment of New Members of THAI’s Board of Directors
The General Annual Shareholders’ Meeting approved the appointment of new Board of Directors to replace the following board members who resigned
according to terms of office item no. 17:1. Mr. Thanong Bidaya
Economic Advisor to the Prime Minister, Office of the Prime Minister
2. ACM Kongsak Wantana
Commander-in-Chief, Royal Thai Air Force
3. Mr. Viroj Nualkhair
President, Krungthai Bank Public Company Limited
4. Adm. Daweesak Somapha RTN
Commander-in-Chief, Royal Thai Navy
5. Mr. Kanok Abhiradee
President, Thai Airways International Public Company Limited
THAI announced the election of 15 members to THAI’s new Board of Directors 2004 as follows:
1. Mr. Thanong Bidaya Chairman
Economic Advisor to the Prime Minister Office of the Prime Minister
2. Mr. Srisook Chandrangsu 1st Vice Chairman
Permanent Secretary, Ministry of Transport
3. Mr. Somchainuk Engtrakul 2nd Vice Chairman
Permanent Secretary, Ministry of Finance
4. ACM Kongsak Wantana Director
Commander-in-Chief, Royal Thai Air Force
5. Mr. Chai-anan Samudavanija Director
Director, Vajiravudh College
6. Mr. Chartsiri Sophonpanich Director
President, Bangkok Bank Public Company Limited
7. Mr. Borwornsak Uwanno Director
Secretary General to the Cabinet
8. Mr. Vichit Suraphongchai Director
Chairman of the Executive Committee
Siam Commercial Bank Public Company Limited
9. Mr. Viroj Nualkhair Director
President, Krungthai Bank Public Company Limited
10. Pol. Gen. Sant Sarutanond
Commissioner-General, Royal Thai Police
11. Mr. Olarn Chaipravat Director
President, Shinawatra University
12. Mr. Tatchai Sumitra Director
President, Chulalongkorn University
13. Mr. Thirachai Vudhidhama Director
Chairman, Football Association of Thailand
14. Prof. Suchai Charoenratanakul, M.D. Director
Professor of Medicine, Division of Respiratory Diseases
Department of Medicine, Siriraj Hospital
15. Mr. Kanok Abhiradee Director & Secretary
President, Thai Airways International Public Company Limited
The appointment of THAI’s Board of Directors takes immediate effect. Attending THAI’s Annual General Shareholders were 2,081 shareholders, representing 1,360,769,136 shares.
2 September 2003, Thai Airways International Public Company Limited held an Extraordinary Shareholders’ Meeting 1/2003, which was chaired by Mr. Thanong Bidaya, THAI’s Chairman of the Board. THAI’s Extraordinary Shareholders’ Meeting
was attended by members of THAI’s Board of Directors, THAI’s President Mr. Kanok Abhiradee, THAI’s Management, and THAI shareholders. Agenda items included:1. Consideration and approval for the Company’s issuance and offering of debentures in Baht and/or in other currency in the amount not exceeding Baht 40,000 million within 5 years.
THAI’s Board of Directors proposed that debentures be sold in Thai currency and/or in other currency in the amount not exceeding Baht 40,000 million within 5 years, to be used as the company’s working capital and refinancing the company’s existing loans.
THAI’s shareholders approved of the sale of debentures in Thai currency and/or in other currency in the amount not exceeding Baht 40,000 million within 5 years.
A total of 1,218 shareholders attended the meeting, including those who attended in person and appointment of proxy, at a total of 1,326,754,043 shares.
20 December 2002, Thai Airways International Public Company Limited held its Annual General Shareholders' Meeting, chaired by Mr. Thanong Bidaya, THAI's Chairman, at the airline's Head Office on Vibhavadi Rangsit Road. Participants included members of THAI's Board of Directors, the airline management, senior executives, and shareholders, and the following issues were discussed:
1. THAI's Financial Results 2001/2002
THAI achieved a total revenue of 129,510 million baht during financial year 2001/02 (October 2001-September 2002) and a net profit of 10,182 million baht. When compared to the same period last year, the net profit increased by 8,253 million baht or 427.84 percent. Net profit was equivalent to 7.27 baht per share, which was 1.38 baht per share last year.
2. Distribution of Profit and Dividend
The Shareholders' Meeting approved the distribution of profit and dividend on the 1,400 million shares at 1.50 baht per share. The payment of dividend will be made to shareholders with names registered in the shareholders' registration book on 3 January 2003 and is scheduled to take effect within 30 days after the Annual Shareholders' Meeting 2002.
3. Appointment of New Members of THAI's Board of Directors
The Annual Shareholders' Meeting approved the appointment of new Board of Directors to replace the former board members who resigned according to terms of office and elected 7 members as follows:
1. Mr. Srisook Chandrangsu
Permanent Secretary, Ministry of Transport and Communications
2. Mr. Somchainuk Engtrakul
Permanent Secretary, Ministry of Finance
3. Mr. Chai-anan Samudavanija
Director, Vajiravudh College
4. Mr. Chartsiri Sophonpanich
President, Bangkok Bank Public Company Limited
5. ACM Kongsak Wantana
Commander-in-Chief, Royal Thai Air Force
6. Mr. Thirachai Vudhidhama *
Advisor to the Chairman of Transport Committee (Senator)
7. Asst. Prof. Dr. Thatchai Sumitr*
President, Chulalongkorn University
New Board of Directors are :
1. Mr. Thanong Bidaya Chairman
Economic Advisor to the Prime Minister
2. Mr. Srisook Chandrangsu Director
Permanent Secretary, Ministry of Transport and Communications
3. Mr. Somchainuk Engtrakul Director
Permanent Secretary, Ministry of Finance
4. Mr. Chai-anan Samudavanija Director
Director, Vajiravudh College
5. Mr. Viroj Nualkhair Director
President, Krungthai Bank Public Company Limited
6. Mr. Chartsiri Sophonpanich Director
President, Bangkok Bank Public Company Limited
7. Mr. Vichit Suraphongchai Director
Chairman of the Executive Committee, Siam Commercial Bank Public Company Limited
8. Mr. Olarn Chaipravat Director
President, Shinawatra University Council
9. Mr. Borwornsak Uwanno Director
Secretary General, King Prajadhipok's Institute
10. Pol. Gen. Sant Sarutanond Director
Commissioner-General, Royal Thai Police
11. ACM Kongsak Wantana Director
Commander-in-Chief, Royal Thai Air Force
12. ACM Terdsak Sujjaruk Director
Managing Director, Airports of Thailand Plc.
13. Mr. Thirachai Vudhidhama Director
Advisor to the Chairman of Transport Committee (Senator)
14. Asst. Prof. Dr. Thatchai Sumitr Director
President, Chulalongkorn University
15. Mr. Kanok Abhiradee Director & Secretary
President, Thai Airways International Public company Limited.The appointment of THAI's Board of Directors takes immediate effect. Attending THAI's Annual General Shareholders' Meeting were 1,436 shareholders, representing 1,311,617,937 shares.
30 August 2002, Thai Airways International Public Company Limited organized an Extraordinary Shareholders’ Meeting 1/2002, which was chaired by THAI’s Chairman Mr. Thanong Bidaya. Members of THAI’s Board of Directors, THAI’s President Mr. Kanok Abhiradee, and THAI’s Management were also present at the meeting. The following issues were discussed:
1. Allocation of 300 Million Newly Issued Ordinary Shares
THAI’s Board of Directors proposed the allocation of the 300 million newly issued ordinary shares as follows:
1.1 The allocation of 285,000,000 (Two Hundred Eighty Five Million) shares which will be offered and sold to the public, at one time or from time to time.
1.2 The allocation of 15,000,000 (Fifteen Million) ordinary shares to employees, according to the employee securities option plan (ESOP) for the offer, and sale of ordinary shares and/or warrants to purchase ordinary shares to employees and the employees who are directors of the Company.The meeting resolved to approve the allocation of the 300 million newly issued ordinary shares.
A total of 711 shareholders attended the meeting, including those who attended in person and appointment of proxy, at a total of 1,322,836,878 shares.
20 December 2001,Thai Airways International Public Company Limited held its Annual General Shareholders' Meeting today, chaired by Mr. Virabongsa Ramangkura, THAI's Chairman and Acting President, at the airline's Head Office on Vibhavadi Rangsit Road. Participants included members of THAI's Board of Directors, the airline management, senior executives, and shareholders, and the following issues were discussed:
1. THAI's Financial Results 2000/2001 were reported as follows:
THAI achieved a total revenue of 130,576 million baht during financial year 2000/2001 (October 2000 - September 2001) and a net profit of 1,929 million baht. When compared to the same period last year, the net profit decreased by 2,788 million baht or 59.11 percent. Net profit was equivalent to 1.38 baht per share, which last year was 3.37 baht per share, due to increased fuel cost. Fuel and oil expenses increased by 5,630 million baht, due to the higher cost of fuel in the world market and weakening of Thai baht. In addition, losses were incurred due to changes in the value of company loans made in foreign currency amounting to 3,910 million baht, an increase of 609 million baht when compared to the same period last year. Accumulated losses, adjusted from the net profit, amounted to 7,255 million baht. According to the State Enterprise Act, Clause 115, payment of dividends is prohibited when the company has accumulated losses; therefore, dividend payment was suspended for this year.
2. Appointment of New Members of THAI's Board of Directors
Following the resignation of THAI's previous Board of Directors from their positions on 17 December 2001, in order to prepare for selection of THAI's new Board, the Board of Directors has been appointed. THAI's new Board of Directors held a meeting to select the Chairman and Vice Chairmen, as follows:
1. Mr. Virabongsa Ramangkura Chairman
2. Mr. Srisook Chandrangsu 1st Vice Chairman
Permanent Secretary, Ministry of Transport and Communications
3. Mr. Somchainuk Engtrakul 2nd Vice Chairman
Permanent Secretary, Ministry of Finance
4. Mr. Chai-anan Samudavanija Director
Director, Vajiravudh College
5. Mr. Viroj Nualkhair Director
President, Krungthai Bank Public Company Limited
6. Mr. Thanong Bidaya Director
Economic Advisor to the Prime Minister, Office of the Prime Minister
7. Mr. Wissanu Krea-ngam Director
Secretary-General to the Cabinet
8. Khunying Sasima Srivikorn Director
Chairman, Golden Land Property Development Public Company Limited
9. Mr. Borwornsak Uwanno Director
Secretary General, King Prajadhipok's Institute
10. Mr. Olarn Chaipravat Director
Director & Advisor to the Management Board, Siam Commercial Bank Public Company Limited
11. Mr. Vichit Suraphongchai Director
Chairman of the Executive Committee, Siam Commercial Bank Public Company Limited
12. Pol. Gen. Sant Sarutanond Director
Commissioner-General, Royal Thai Police
13. Mr. Chartsiri Sophonpanich Director
President, Bangkok Bank Public Company Limited
14. ACM Terdsak Sujjaruk Director
Deputy Commander-in-Chief, Royal Thai Air ForceThe appointment of THAI's Board of Directors takes immediate effect. Attending THAI's Annual General Shareholders' Meeting were 816 shareholders, representing 1,306,052,876 million shares.
In addition, THAI's Board of Directors has approved of the appointment of Mr. Kobchai Srivilas, Managing Director of Technical Services, as Acting President of Thai Airways International Public Company Limited, Acting Secretary of THAI's Board of Directors, and THAI's Acting Spokesman, in addition to his present position, until a new President is officially selected.
5 October 2001 --- Thai Airways International Public Company Limited today held the 3rd 2001 Extraordinary Shareholders' Meeting, chaired by Prof. Dr. Chai-anan Samudavanija, THAI's Acting Vice Chairman and Mr. Somchainuk Engtrakul, THAI's Acting Vice Chairman and Acting President. The main agenda being discussed and approved during the meeting was the appointment of the new Board of Directors to replace the former board members who resigned on 6 September 2001.
The shareholders approved the appointment of the following:
1. Dr. Virabongsa Ramangkura, Chairman Chairman, Bangkok Expressway Public Company Limited
2. Dr. Srisook Chandrangsu, Vice Chairman 1 Permanent Secretary, Ministry of Transport and Communications
3. Dr. Somchainuk Engtrakul, Vice Chairman 2 & Secretary Permanent Secretary, Ministry of Finance
4. Prof. Dr. Chai-anan Samudavanija, Director Director, Vajiravudh College
5. Mr. Viroj Nualkhair, Director President, Krung Thai Bank Public Company Limited
6. Dr. Thanong Bidaya, Director Economic Advisor to the Prime Minister, Office of the Prime Minister
7. Khunying Sasima Srivikorn, Director Chairman, Golden Land Property Development Public Company Limited
8. Mr. Wissanu Krea-ngam, Director Secretary-General to the Cabinet
9. Prof. Dr. Borwornsak Uwanno, Director Secretary-General, King Prajadhipok's Institute
10. Dr. Olarn Chaipravat, Director Director & Advisor to Management Board, Siam Commercial Bank Public Company Limited
11. Mr. Vichit Suraphongchai, Director Chairman of the Executive Committee, Siam Commercial Bank Public Company Limited
12. Mr. Chartsiri Sophonpanich, Director President, Bangkok Bank Public Company Limited
13. Pol. Gen. Sant Sarutanond, Director Commissioner-General, Royal Thai Police
14. ACM Terdsak Sujjaruk, Director Deputy Commander-in-Chief, Royal Thai Air ForceThe appointment of THAI's new Board of Directors is effective as of today onwards. Attending THAI's 3rd 2001 Extraordinary Shareholders' Meeting were a total of 342 shareholders, representing a total of 1,306,725,836 million shares.
Thai Airways International Public Company Limited held its Extraordinary Shareholders’ Meeting No.1/2001 on 13 February 2001, which was chaired by Mr. Srisook Chandrangsu, THAI’s Chairman, and held at the airline’s Head Office on Vibhavadi Rangsit Road. Participants included members of THAI’s Board of Directors, the airline management, and shareholders, to discuss aircraft acquisition following the long-term plan 2000/1-2004/5. Mr. Srisook Chandrangsu, THAI’s Chairman, announced that, “A total of 275 shareholders and proxies, amounting to 1,316,251,686 total shares participated in the Extraordinary Shareholders’ Meeting. THAI seeks to acquire two long-range aircraft according to the State Enterprise Plan of 2000/1-2004/5, the aircraft being valued at USD 322.7 million dollars or THB 12,263 million baht at the exchange rate of THB 38 baht per USD 1 dollar, which is worth an excess of 50% of the airline’ s registered shares. Therefore, THAI has complied with company regulations that obligations over 50% of the registered shares or other foreign currency of the same value must receive approval from shareholders attending the Shareholders’ Meeting with a vote of more than three out of four of the total shares. Therefore, it was agreed at the Shareholders’ Meeting that the airline would incur obligations for the acquisition of two long-range aircraft according to the State Enterprise Plan of 2000/1-2004/5. THAI sought aircraft acquisition in accordance to the airline’s long-term plan that would enable THAI to modernize, increase efficiency, and increase flight frequency on some routes flown by its fleet. This will help decrease investment capital and increase competitive capability. In addition, aircraft acquisition plans will aid THAI’s marketing plans to strategically expand the airline’s intercontinental, a highly competitive market. Moreover, these acquisition plans serve as a step forward in making the airline one of the ten best airlines in the world and one of three best airlines in Asia emphasizing customer service excellence. In addition, the airline will have increased financial stability, retain market share, and achieve airline goals.
Thai Airways International Public Company Limited has held the Extraordinary Shareholders' Meeting No. 1/2543 on 25 October 2000 at the Conference Room of the Head Office Building of Thai Airways International Public Company Limited, No. 89 Vibhavadi-Rangsit Road, Khwaeng Ladyao, Khet Chatuchak, Bangkok Metropolis. Please be informed of the following resolutions of the said meeting.
1. Resolution to approve the minutes of the 1999 Annual General Meeting of Shareholders on 27 December 1999
2. Resolution to reduce the Company's registered capital as follows:
The Meeting resolved to reduce the Company's registered capital from Baht 16,000,000,000 (Sixteen Thousand Million Baht) to Baht 14,000,000,000 (Fourteen Thousand Million Baht) by cancelling the unissued 200,000,000 (Two Hundred Million) shares of Baht 10 (Ten Baht) per share for the value of Baht 2,000,000,000 (Two Thousand Million Baht).
3. Resolution to amend Clause 4 of the Company's Memorandum of Association to be in line with the reduction of the registered capital whereby the existing Clause 4 shall be repealed and replaced as follows:
"Clause 4.
Registered Capital totalling Fourteen Thousand Million Baht (14,000,000,000) divided into One Thousand Four Hundred Million shares (1,400,000,000)
with the par value of Ten Baht (10)
divided into Ordinary Shares One Thousand Four Hundred Million shares (1,400,000,000)
Preferred Shares - shares (-)"
4. Resolution to increase the Company's registered capital as follows:
The Meeting resolved to increase the Company's registered capital from Baht 14,000,000,000 (Fourteen Thousand Million Baht) to Baht 17,000,000,000 (Seventeen Thousand Million Baht) by issuing 300,000,000 (Three Hundred Million) ordinary shares, par value of Baht 10 (Ten Baht) per share.
5. Resolution to amend Clause 4 of the Company's Memorandum of Association to be in line with the increase of the registered capital of the Company whereby the existing Clause 4 shall be repealed and replaced as follows:
"Clause 4.
Registered Capital totalling Seventeen Thousand Million Baht (17,000,000,000)
divided into One Thousand Seven Hundred Million shares( 1,700,000,000)
with the par value of Ten Baht (10)
divided into Ordinary Shares One Thousand Seven Hundred Million shares( 1,700,000,000)
Preferred Shares - shares(-)"
6. Resolution to approve the allocation of 300,000,000 (Three Hundred Million) ordinary shares as follows:
6.1 Offer and sell 127,500,000 shares (One Hundred Twenty Seven Million Five Hundred Thousand shares) to the strategic partner on a private placement basis to not more than 35 investors and/or to 17 categories of institutional or specific investors under the Securities and Exchange Commission Notifications No. Gor Jor. 12/2543 Re: Application and Permission in Issuing New Shares dated 22 March 2000, or as to be amended, at one time or from time to time, provided that the number of shares in each offering of such shares when combining with the number of the Company's shares held by the Ministry of Finance and sold to such strategic partner shall not exceed 10 percent of the Company's total paid-up capital after such offering. The Board of Directors and/or person(s) entrusted by the Board shall be authorized to determine the terms, conditions and other details relating to such offering, such as the offering period, offering price, allocation method, details of the offering and sales, appointment of underwriters, opening of account to receive share price, etc and to implement any other actions necessary for or relating to the said offering. In case there are ordinary shares remaining from the offering to the strategic partner, then the Board of Directors and/or the person(s) entrusted by the Board shall be authorized to offer the remaining shares to the public.
6.2 Offer and sell 157,500,000 shares (One Hundred Fifty Seven Million Five Hundred Thousand Shares) to the public, at one time or from time to time. The Board of Directors and/or person(s) entrusted by the Board shall be authorized to determine the terms, conditions and other details relating to such offering, such as the offering period, offering price, allocation method, details of the offering and sales, appointment of underwriters, opening of account to receive share price, etc and to implement any other actions necessary for or relating to the said offering.
6.3 Allocate 15,000,000 (Fifteen Million) ordinary shares to employees pursuant to the employee securities option plan of Thai Airways International Public Company Limited ("ESOP") in the case where the employees elect to exercise their rights to subscribe to the shares under the ESOP and/or to reserve for the exercise of the warrantholders in the case where the employees elect to receive the warrants under the ESOP instead of the shares. In case there are shares remaining from the exercise of the employees' rights under the ESOP, then the Board of Directors shall submit the matter to the shareholders' meeting for further allocation or implementation.
7. Resolution to approve the establishment of the employee securities option plan of Thai Airways International Public Company Limited as follow:
To approve the establishment of the employee securities option plan of Thai Airways International Public Company Limited to offer and sale of ordinary shares and/or warrants to purchase ordinary shares to employees and the employees who are directors of the Company as per details in Attachment and to authorize the Board of Directors or person(s) entrusted by the Board to determine or change details and conditions relating to the ESOP and/or the offering and sale of securities under ESOP for the parts which are not material and/or according to the instructions of the officers concerned and to have the power to proceed with any action necessary and relating to the establishment of the ESOP and the offering and sale of the securities thereunder, including but not limited to the provision of information, the submission of documents and evidence to the Office of the Securities and Exchange Commission, The Stock Exchange of Thailand and/or other agencies relating to the establishment of the ESOP and/or the offering and sale of the securities thereunder.
8. Resolution to amend Article 3 of the Articles of Association of the Company to include the provisions concerning connected transactions and acquisition or disposal of material assets to be in line with the relevant regulations of The Stock Exchange of Thailand and the relevant notifications of the Office of the Securities and Exchange Commission whereby the existing Article 3 shall be repealed and replaced as follows:
"Article 3. For any provisions not referred to herein, these Articles of Association shall be governed in all respects in accordance with the law on public limited company.
In case the Company has entered into connected transactions or transactions regarding acquisition or disposal of material assets of the Company and its subsidiary in the manner as set out in the requirements prescribed in the relevant notifications of The Stock Exchange of Thailand, the Company shall comply with such requirements."
9. Resolution to amend Article 10 of the Company's Articles of Association to adjust the foreign shareholding ratio from 10 percent to 30 percent of the total number of shares sold whereby the existing Article 10 shall be repealed and replaced as follows:
"Article 10. The Company's shares can be transferred without restriction except when such transfer will result in more than 30 percent of the issued shares of the Company being held by aliens.
For the purpose hereof, the word "alien" means a legal entity, whether a company or a partnership, with 50 percent or more of its capital held by shareholders or partners of alien nationality, or with more than half of the directors who are alien nationals, or a foundation with more than half its governing committee being aliens or having as its objects a benefit of or the protection of interests of aliens for the greater part, as well as any individual or legal entity who is deemed to be an alien under the laws on aliens, or any individual or legal entity that the Board of Directors has reasonable ground to believe that such person holds shares on behalf of or for the benefit of an alien(s).
In the event a Thai shareholder changes nationality or loses his Thai nationality as a result of the law, that shareholder is required without delay to notify the Board of Directors in writing and if it be apparent that his lack of Thai nationality would result in the Company having more than 30 percent of its shares held by aliens, the Board of Directors shall notify the said shareholder in writing to dispose of his or her shares to persons of Thai nationality, in such amount as not to cause the Company to have more than 30 percent of its shares held by aliens within 21 days from the date of the Board of Directors' letter."