Nok Airlines Public Company Limited

Transcription

1 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 and 22 May 2017

2 1. Name and Address of the Company Part 1- Information on the Allocation of Newly Issued Ordinary Shares Name : Nok Airlines Public Company Limited Location : 183 Rajanakarn Building, 17 th Floor, South Sathorn Road, Yannawa, Sathorn, Bangkok Website : 2. the Allocation of Newly Issued Ordinary Shares : No. 2/2017 on 28 February 2017 The Annual General : 19 April Details of the Allocation of Newly Issued Ordinary Shares The 2017 Annual General the Company in the Grand Ballroom, 4th Floor, Miracle Grand Convention Hotel, resolved to approve the allocation of newly 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 ( 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, 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) Warrants 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 (including its amendments). The subscription period for the newly issued ordinary shares shall be between May 2017, and 22 May 2017 totaling 5 business days. Details of the issuance and offering are as follows: Page 2

3 3.1 Newly Issued Ordinary Shares Type of shares Current registered capital Registered capital after capital increase in case existing shareholders subscribe for all newly issued ordinary shares and fully exercise warrants) Current paid-up capital Amount of capital increase (in case existing shareholders subscribe for all newly issued ordinary shares) Paid-up capital after capital increase (in case existing shareholders subscribe for all newly issued ordinary shares) Number of shares allotted Offering price Allocation ratio : Ordinary shares : Baht 625,000,000 divided into 625,000,000 ordinary shares with the par value of Baht 1 per share : Baht 1,406,250,000 divided into 1,406,250,000 ordinary shares with the par value of Baht 1 per share : Baht 625,000,000 divided into 625,000,000 ordinary shares with the par value of Baht 1 per share : Baht 625,000,000 divided into 625,000,000 ordinary shares with the par value of Baht 1 per share : Baht 1,250,000,000 divided into 1,250,000,000 ordinary shares with a par value of Baht 1 per share : Not exceeding 625,000,000 shares : Baht 2.40 per share : 1 existing ordinary share to 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. Page 3

4 3 2 Warrants to Purchase Ordinary Shares Name Type of warrant Number of warrants issued Shares reserved for the exercise of warrants Offering method : Warrants to Purchase Ordinary Shares of Nok Airlines Company Limited No.1 ( NOK-W1 Warrants offered to the existing shareholders who subscribe for the newly issued ordinary shares : Named and transferable warrant : Not exceeding 156,250,000 units : Not exceeding 156,250,000 shares which represent 12.5 percent of total paid-up capital of the Company : 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 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 Offering price : Baht 0.00 per unit (no cost) Issue date : 31 May 2017 Terms of Warrants Exercise ratio : 3 years from the issue date. The Company shall not extend the term of the Warrants after issuance. : unit of warrant shall be entitled to purchase 1 ordinary share, subject to right adjustment as described under the terms and conditions. Page 4

5 Exercise price Exercise date Notification period for the exercise of Warrants Expiration date Secondary market of the Warrants Secondary market of new ordinary share issued upon the exercise of Warrants Right adjustment of the Warrants : Baht 5.00 per share, subject to right adjustment as described under the terms and conditions. : 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 Any exercise date that is not a business day shall be postponed to the next business day. : Warrant holders who wish to exercise their rights to notify their intention to the issuer during 9:00 A.M. 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. : 29 May 2020 : The Company will list the Warrant on the SET. : The Company will list new ordinary shares issued from the exercise of Warrants on the SET. : 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; Page 5

6 Other conditions (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 any person entrusted by the Board of Directors or authorized directors of the Company according to the zed to determine other conditions and details in relation to the adjustment or change of the exercise ratio and exercise price. : The Board of Directors, authorized directors of the person entrusted by the Board of Directors or authorized 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, including but not limited to, the terms and conditions of Warrants, issue date, determination of the date on which the shareholders will be allotted the Warrants, the number of underlying shares to accommodate the exercise of Warrants, exercise period, or events requiring the Company to issue additional underlying shares to accommodate the exercise of Warrants; and 2) to enter into negotiations, agreements, execution and amendment to agreements, documents, sale report, information disclosure, requests for waiver, reports, applications for approval and necessary evidence required in relation to the issuance and offering of Warrants, as well as to communicate and submit the aforementioned documents for approval, together with the relevant documents and evidence to, and make any arrangement, or contact and/or perform any acts with, the Office of the Securities and Exchange Commission, the Stock Exchange of Thailand, government agencies and/or any other relevant Page 6

7 authorities concerning the issuance and offering of Warrants, the listing of Warrants and the listing of the newly issued ordinary shares from the exercise of Warrants on the Stock Exchange of Thailand, and to have authority to take any other actions which are deemed necessary and appropriate for all of the aforementioned matters. Warrant registrar : Thailand Securities Depository Co., Ltd. 4. Allocation of the Newly Issued Ordinary Shares 4.1 In the case that shareholders subscribe for the newly issued ordinary shares pursuant to or less than their entitlement, shareholders shall be fully allotted all newly issued ordinary shares for which they have subscribed. 4.2 In the case that shareholders subscribe for the newly issued ordinary shares in excess of their entitlement, shareholders shall express their intention to oversubscribe for the newly issued shares in the subscription form at the same time as the subscription for the newly issued ordinary shares pursuant to their entitlement. In the case that there remain newly issued ordinary shares after the allocation pursuant to the rights, the oversubscribing shareholders will receive the allocation of oversubscribed shares, as follows: a) In the case that the number of remaining newly issued ordinary shares exceeds the demand of all oversubscribing shareholders; those oversubscribing shareholders will receive the allocation of oversubscribed shares pursuant to their respective demands. b) In the case that the number of remaining newly issued ordinary shares is less than the demand of all oversubscribing shareholders, those oversubscribing shareholders will receive the allocation of oversubscribed shares in proportion to their respective shareholdings, pursuant to the following formula; Number of oversubscribed shares to be allocated = Number of remaining newly issued ordinary shares after the allocation pursuant to the rights x Percentage of shareholding of each oversubscribing shareholder Example The newly issued shares equals to 2,000 shares. After deducting 1,400 shares subscribed pursuant to the rights, 600 shares remains after the allocation pursuant to the rights which shall be allotted to the oversubscribing shareholders as follows: Page 7

8 Percentage of Number of Number of shares Number of shareholding shares allotted subscribed shares Shareholders oversubscribed (%) pursuant to the Pursuant to In excess of shares to be allocated right shares the rights the rights Shareholder A x 20% = 120 Shareholder B Shareholder C x 35% = 210 Shareholder D x 10% = 60* Total 100 2,000 1, Number of newly issued ordinary shares to be allocated after disregarding the fraction: Number of newly issued ordinary shares to be Total shares allocated (shares) allocated Shareholders In excess of the right Pursuant to the right (First round) Shareholder A Shareholder B Shareholder C Shareholder D * 250 Total 1, ,780 * Number of allotted shares shall not exceed the number of shares subscribed by each shareholder c) The number of newly issued ordinary shares to which each oversubscribing shareholder is entitled to be allocated shall not exceed the number of shares subscribed and fully paid for by such shareholder. d) In the case that there are newly issued ordinary shares remaining after the allocation pursuant to (b) above, the remaining shares shall be reallocated to each of the oversubscribing shareholders pursuant to (b) e) The Company shall reallocate newly issued ordinary shares to the oversubscribing shareholders according to the procedure prescribed in (b) until the number of newly issued ordinary shares is inadequately allocable to the existing shareholders in proportion to their shareholdings. In the case that there are newly issued ordinary shares remaining from the allocation in the final round, the Company will decrease its registered capital by cancelling the newly issued ordinary shares remaining from the Rights Offering. 5. for the Newly Issued Ordinary Shares with Warrant 27 April Closure Date of Share Register Book to Compile the List of Shareholders Pursuant to Section 225 of the Securities and Exchange Act B.E (as amended) 28 April 2017 Page 8

9 7. Subscription Period and Payment Method 7.1 Subscription Period During May 2017 and 22 May 2017, from 9.00 A.M P.M. (only on the business day SET 7.2 Place for Subscription and Payment Subscription Agent 9 th Floor, Sathorn City Tower 175 South Sathorn Road, Thung Maha Mek, Sathorn, Bangkok Tel Fax: ** The Company by Subscription Agent shall not accept subscription by fax or mail** 8. Method of Subscription and Payment The shareholders who wish to subscribe for the newly issued ordinary shares with Warrants must clearly and correctly complete and sign the Subscription Form for Newly Issued Ordinary Shares with Warrants by specifying the number of shares to subscribe pursuant to their rights as determined in Certificate of Subscription Entitlement, issued by the Thailand Securities Depository Company Limited (Enclosure No. 1), and the number of shares to oversubscribe in the same Subscription Form. The subscribers shall make full payment by cash transfer, personal cheque, cashier cheque or bank draft for their subscription according to the number of shares subscribed and oversubscribed (if any), and submit the subscription documents at the Place for Subscription and Payment during the Subscription Period (as specified in 7). 8.1 Payment Methods (1) Payment by Cash Transfer (Full Payment) Bank / Branch : Bangkok Bank / Sathorn Account Type : Current Account Account Number : Subscribers are required to submit the original transfer evidence together with the Subscription Form for Newly Issued Ordinary Shares with Warrants. S (as indicated in the Certificate of Subscription Entitlement, issued by the Thailand Securities Depository Company Limited), full name, and contact number on the back of transfer evidence. Subscription period by cash transfer or cash deposit is during May 2017 and 22 May 2017 (only on the business day of the SET) from 9.00 A.M P.M Page 9

10 (2) Payment by Personal Cheque, Cashier Cheque, or Bank Draft (Full Payment) Shareholders who prefer to make payment by their personal cheque, cashier cheque, or bank draft, please contact the Subscription Agent at the Place for Subscription and Payment., payable 17 May 2017 and must be able to collect money by the clearing house located in Bangkok within the next business day. S mber (as indicated in the Certificate of Subscription Entitlement, issued by the Thailand Securities Depository Company Limited), full name, and contact number on the back of personal cheque, cashier cheque, or bank draft. Subscription period by personal cheque, cashier cheque, or bank draft is during May 2017 (only on the business day of the SET) from 9.00 A.M P.M. The shareholders shall be responsible for any related expenses and bank fees (if any) Other Information for Subscription The shareholders who have not exercised their rights to subscribe for newly issued ordinary shares with Warrants or failed to make subscription payment in full, or personal cheque or cashier cheque or bank draft cannot be collected on the date written on the cheque, such shareholders shall be considered to waive their rights to subscribe for the newly issued ordinary shares with Warrants. In the case that payment for subscription is made by personal cheque, cashier cheque, or bank draft, the payment of such subscription will deem to be complete only when the bank has cleared the amount specified and when the Company has collected the payment for subscription. The Company by Subscription Agent does not accept subscription payment in cash. The Company by Subscription Agent does not accept personal cheque, cashier cheque, or bank draft dated before the subscription period. The Company hereby reserves the right to change the details of subscription and payment for the subscription or other conditions as deemed appropriate. 8.2 Required Documents for Subscription Shareholders and their proxies will be required to submit the documents for subscription of newly issued ordinary shares, together with the payment for subscription pursuant to their rights and oversubscription, to Subscription Agent (as specified in 7.2), as follows: a) Subscription Form for Newly Issued Ordinary Shares with Warrants to Purchase Ordinary Shares No.1 (NOK-W1) of Nok Airlines Public Company Limited (Enclosure No. 4) which is correctly, completely and clearly filled. Page 10

11 Subscriber must specify the number of shares for which each subscriber wishes to subscribe according to his/her right as indicated in the Certificate of Subscription Entitlement, issued by the Thailand Securities Depository Company Limited, and must clearly specify the number of shares for which each subscriber wish to subscribe in excess of his/her right. In the case that the subscriber is a juristic person, the Subscription Form must be signed by the authorized person(s) of such juristic person and affixed with a company seal (if any). Shareholder must only submit one Subscription Form for newly issued ordinary shares with Warrants per one Certificate of Subscription Entitlement, issued by the Thailand Securities Depository Company Limited. In case of oversubscription, subscriber is required to subscribe in full of his/her entitlement prior to subscription for the excess shares. b) Certificate of Subscription Entitlement, issued by the Thailand Securities Depository Company Limited (Enclosure No. 1) TSD and sent by registered mail to the shareholders together with this notification, which indicates number of newly issued ordinary share allocated to the shareholder pursuant to his/her right. c) Evidence of Payment Subscriber is required to submit evidence of full payment for subscription of the newly issued ordinary shares for those pursuant to his/her rights and oversubscription by attaching all related documents as specified in 8.1. d) Documents for oversubscription A certified true copy of the front page of saving account book or a statement of current account or saving account showing the 10-digit account number, in case that the subscriber wishes to receive the refund for all or any unallocated portion of the share subscription in excess of his/her entitlement. The refund shall be credited into his/her bank account via money transfer system. The name which appears in such bank account shall be the same as that of the oversubscribing shareholder and account shall be either saving account or current account of the following banks; 1) Bangkok Bank Public Company Limited 2) Krung Thai Bank Public Company Limited 3) Bank of Ayudhya Public Company Limited 4) KasikornBank Public Company Limited 5) CIMB Thai Bank Public Company Limited 6) TMB Bank Public Company Limited Page 11

12 7) Siam Commercial Bank Public Company Limited 8) Thanachart Bank Public Company Limited 9) United Oversea Bank (Thai) Public Company Limited The Company by Subscription Agent shall refund the subscription payment via money after closing of the subscription period. In the case that the subscriber does not have bank account with these banks, the Company by Subscription Agent shall refund the subscription payment by issuing a crossed on the book closure date on 28 April 2017, and delivering such cheque via registered postal mail to the address appeared in the share register book on 28 April 2017 within 10 business days after closing of the subscription period. e) Additional documents in case of appointment of proxy A Power of Attorney affixed with a stamp duty of Baht 30, together with certified true copies of identification cards of the subscriber and the attorney-in-fact (Enclosure No. 5) f) Additional documents in case of share depository in the Issuer Account For the subscriber who wishes to deposit newly issued ordinary shares into the Issuer Account No. 600 in the name of the subscriber, please fill in the required information in the 2.1) for further submission to the TSD. g) Documents for Identification Thai Individual A certified true copy of valid identification card or, in the case there is no identification card, a certified true copy of house registration containing the 13-digit identification number or a certified true copy of any other official documents containing the 13-digit identification number may be submitted. In the case that the subscriber is a minor (aged less than 20 years), a consent letter from his/her guardian (Father and/or Mother), certified true copy of the identification card of his/her guardian (Father and/or Mother), and a certified true copy of be the same as the signature on the Subscription Form for Newly Issued Ordinary Shares with Warrants. In case of differed from his/her name appeared on the share register book as of 28 April 2017 or in the Certificate of Subscription Entitlement, issued by the Thailand Securities Depository Company Limited, a certified true copy of official documents issued by a government entity, such as marriage certificate, divorce certificate, or certificate of change of first name/last name, must also be attached. Page 12

13 Foreign Individual A certified true copy of alien identification card or valid passport is required. The signature on every identification document must be the same as the signature on the Subscription Form for Newly Issued Ordinary Shares with Warrants. Juristic Person Incorporated in Thailand months prior to the subscription date, certified a true copy by the authorized person(s) and affixed with the seal of such juristic person (if any), together with a certified true copy of identification card, alien certificate or passport (as the case may be) of such authorized person(s) of the juristic person. The signature on every identification document must be the same as the signature on the Subscription Form for Newly Issued Ordinary Shares with Warrants. Juristic Person Incorporated in foreign country A copy of certificate of incorporation or memorandum of association or affidavit, certified true copy by the authorized person(s) of such juristic person and affixed with the seal of the juristic person (if any), together with a certified true copy of the alien certificate or passport (as the case may be) of such authorized person(s) of the juristic person. The signature on every identification document must be the same as the signature on the Subscription Form for Newly Issued Ordinary Shares with Warrants. All certified copies of each of the above documents must be notarized by a notary public and authenticated by official of the Thai Embassy or of the Thai Consulate in the country where the documents are prepared or certified. Such notary public certification and authentication shall be made no more than months prior to the subscription date. The subscriber must fill in the Suitability Assessment Form (Additional Enclosure 2.2), and Self Declaration Form (Additional Enclosure 2.3) and Declaration Form of Status as a U.S. Person or Non-U.S. Person (Additional Enclosure 2.4) pleted Know Your Customer & Customer Due Diligence: KYC/CDD and Suitability Test within the last 2 years prior to the Subscription Period, the subscriber will not be required to fill in the forms of Suitability Assessment and Self Declaration, otherwise the subscriber is required to completely and clearly fill and sign the forms of Suitability Assessment (Additional Enclosure no. 2.2) and Self Declaration (Additional Enclosure no. 2.3) and submit to Subscription Agent as supplementary documents to the subscription of newly issued ordinary shares with Warrants. Page 13

14 8.3 Refund of Subscription Payment (if any) The Company by Subscription Agent shall refund the subscription payment for unallocated portion to the shareholders by the following methods; In case the oversubscribing shareholders do not receive full allocation due to the inadequate newly issued ordinary shares The Company by Subscription Agent shall refund the subscription payment for the portion of the newly issued ordinary shares oversubscribed that have not been allocated due to inadequate newly issued ordinary shares, without interest and any compensation, within 10 business days after the closing of subscription period by the following methods: 1) Transfer the refund to the bank account of the subscriber, who wishes to receive the refund via bank transfer and indicates in the Subscription Form, within 5 business days from the closing of the subscription period. Such bank account shall be either saving account or current account of the following banks; 1. Bangkok Bank Public Company Limited 2. Krung Thai Bank Public Company Limited 3. Bank of Ayudhya Public Company Limited 4. KasikornBank Public Company Limited 5. CIMB Thai Bank Public Company Limited 6. TMB Bank Public Company Limited 7. Siam Commercial Bank Public Company Limited 8. Thanachart Bank Public Company Limited 9. United Oversea Bank (Thai) Public Company Limited The name in bank account shall be the same as oversubscribing shareholder as specified in the Subscription Form. The oversubscribing shareholder is required to attach a certified true copy of either the front page of saving passbook or a statement of current account or saving account which indicates account name and 10-digit account number. 2) In the case that the Subscription Agent does not receive either a certified true copy of the front page of saving passbook or a statement of current account or saving account which indicates account name and 10-digit account number or the subscriber does not indicate in the Subscription Form that he/she wishes to receive the refund via bank transfer, the Company by Subscription Agent will refund the subscription payment by issuing a crossed cheque payable to the subscriber of newly issued ordinary share and delivering such cheque via registered postal mail to the address appeared in the share register book on 28 April 2017 within 10 business days from the closing of subscription period. Page 14

15 In the event that the Company could not make such refund within the said period, the Company shall have a duty to return the said payment to the subscriber with the interest at the rate of 7.5 percent per annum, calculated on the amount of such refund subscription payment starting from the date after the said 10 business day period until the date on which the payment is refunded. In any cases that the cheque has been deliver or the monies have 28 April 2017, it shall be deemed that the subscriber duly receives the refunded subscription payment and the subscriber shall no longer be able to claim interest and/or compensation from the Company or the Subscription Agent In case the subscribing shareholders do not receive the allocation due to failure to comply with subscription conditions and/or to make the subscription payment The Subscription Agent will return the cheque to the subscriber who has not been allocated the newly issued ordinary shares due to a breach of any subscription conditions and/or uncollectible payment via cheque. The subscriber must contact the Subscription Agent to request the cheque back within 30 days after closing of the subscription period. 8.4 Delivery of the Newly Issued Ordinary Shares Subscriber can choose one of the following delivery methods to be proceeded by the Company: In case the subscriber wishes to receive share certificate in the name of subscriber of allotted shares to the shareholder by registered postal mail to the name and address appeared in the share register book on 28 April 2017 within 15 business days from closing of the subscription period. In this case, the subscriber will not be able to sell the allotted shares in the SET until receiving of share certificate which may be after the date the newly issued ordinary shares are permitted to trade on the SET subscriber within business days from the closing of the subscription period. When the subscriber wishes to sell newly issued ordinary shares, the subscriber must withdraw the said shares from the Account No. 600, by contacting the securities company, where fees may incur subscriber can sell the allotted shares in the SET as soon as the newly issued ordinary shares are permitted to trade on the SET and after the subscriber has withdrawn the said shares from the Account No Page 15

16 8.4.3 In case that the subscriber wishes to deposit the shares in his/her trading account opened with the securities company ities Depository the number of shares deposited and issue an evidence of deposit to the subscriber within business days from the closing of the subscription period. In this case, the subscriber can sell the allotted shares in the SET as soon as the newly issued ordinary shares are permitted to trade on the SET. For the case of 8.4.3, the name of the subscriber must be the same as the name of the owner of the securities trading account that the subscriber wishes to deposit the allotted shares, otherwise, the Company reserves the rights to deliver to subscriber such shares in form of share certificate in the name of subscriber as described in The shareholder who exercises his/her right to subscribe the newly issued ordinary shares must specify the code of the securities company (as listed on the back of the Subscription Form) which the shareholder has the securities trading account with, and the securities trading account number to which the shareholder wishes the allotted shares to be deposited. If the subscriber provides incorrect code of the securities company and/or securities trading account, the Company by Subscription Agent will not be responsible for any loss or delay in retrieving the shares. In the event that the subscriber does not complete those details or fail to specify the method for share delivery in the Subscription Form, the Company hereby reserves the rights to deliver such shares in form of share certificate. In this case, the subscriber may not be able to sell the allotted shares in the SET as soon as the newly issued ordinary shares are permitted to trade on the SET. 8.5 Other Information Regarding the Subscription of the Newly Issued Ordinary Shares with Warrants Shareholder who subscribes for the newly issued ordinary shares with Warrants will receive a receipt for the subscription signed by the subscription officer as an evidence for the subscription. The subscription shall be deemed to complete only when the Company fully collects the subscription payment for the newly issued ordinary shares Shareholder who subscribes for the newly issued ordinary shares with Warrants and already made subscription payment cannot cancel or revoke their subscription, unless prior written consent is obtained from the Company If the number of the newly issued ordinary shares indicated by the shareholder in the Subscription Form exceeds the amount of payment received by the Company, the Company reserves the right to allocate the shares according to the subscription payment received. Page 16

17 8.5.4 If the number of the newly issued ordinary shares specified in the Subscription Form is less than the amount of payment received by the Company, the Company reserves the right to allocate the shares to each shareholder as it deems appropriate If the shareholder who subscribes for the newly issued ordinary share with warrant fails to make the subscription payment or the Company cannot collect the subscription payment in whole or in part, or subscription period and specified method of payment, or the subscribing shareholder does not fully or clearly fill the Subscription Form, or the shareholder proceeds with subscription method other than those indicated in this document, the Company shall deem that the shareholder waives his/her right in subscribing for the newly issued ordinary shares with Warrants, and the Company reserves the right not to allocate any shares to the said shareholder. Therefore, the shareholder must carefully follow the method of payment and proceed in accordance with the conditions and procedures of subscription described above The Company hereby reserves the right not to allocate the newly issued ordinary shares with warrant to any shareholder, if such allocation makes the proportion of foreign shareholding to exceed 49 percent of the total issued shares of the Company. The said shareholder may not receive the allocation of the newly issued ordinary shares with Warrants or may only receive partial allocation thereof The Company reserves the right to alter the terms and conditions and methods of payment for the subscription of the newly issued ordinary shares with Warrants and/or other details relating to the subscription procedures as it deems appropriate and beneficial to the subscription of the newly issued ordinary shares with Warrants. 9. Objectives of the Capital Increase The proceed from capital increase by way of Rights Offering shares and Warrants totaling Baht 2,281 million will be used to improve operational efficiency and support expansion of new routes. 10. Benefit which the Company will Receive from the Capital Increase and Share Allocation The offering of new ordinary shares is a vital source of funding for the Company business development to compete with other airlines operators. The capital raised will be used to augment working capital, improve operational efficiency, and support expansion of new routes, which will strengthen the Company financial position and performance to further generate long-term return to the shareholders. Page 17

18 11. Benefits which the Shareholders will Receive from the Capital Increase and Share Allocation 11.1 Dividend policy The Company has a policy to pay dividend at the rate of not less than 25 percent of its net profits on separate financial statements after deducting corporate income tax and statutory reserves, provided that there is no other necessity and the dividend payment does not materially affect the business operation Subscribers of new ordinary shares issued in connection with this capital increase will be entitled rting from the date that er book. 12. Other Information Necessary for Shareholders in Exercising the Rights to Invest in the Company Shares 12.1 Control Dilution Effect to the existing shareholders from the issuance of Rights Offering shares with Warrants Existing shareholders exercise whole units of NOK-W1 The shareholders will not be affected because the issuance and offering of shares and NOK-W1 are made to existing shareholders in proportion to their respective shareholdings. If non-existing shareholders exercise whole units of NOK-W1 If NOK-W1 is fully exercised by non-existing shareholders, the dilution effects to the calculated as follows: Control Dilution = No. of shares issued upon the exercise of NOK-W1 (No. of current paid-up shares No. of Rights Offering shares No. of shares issued upon the exercise of NOK-W1 = 156,250, ,000, ,000, ,250,000 = 11.11% 12.2 Price Dilution Subsequent to the issuance of Rights Offering shares with Warrants to existing shareholders, if the Rights Offering shares are fully subscribed and the Warrants are fully exercised, the price dilution will be equal to 35.33%, which is calculated based on weighted average market price of No.2/2017 on 28 February 2017, i.e. from 6-27 February 2017, which equals to Baht 8.01 per Page 18

19 share. Therefore, the market price of the Company share after the offering will be equal to Baht 5.18 per share. Price dilution = Market price Market price after the offering Market price before the offering Where: Market price Market price after the offering Weighted average market price shares during Meeting No.2/2017 on 28 February 2017, i.e. from 6-27 February 2017, which equals to Baht 8.01 per share (Source: SETSMART) = Market price x No. of current paid-up shares Rights Offering price x No. of Rights Offering shares Exercise price of NOK- W1 x No. of shares issued upon the exercise of NOK-W1) No. of current paid-up shares No. of Rights Offering shares No. of shares issued upon the exercise of NOK-W1 = (8.01 x 625,000,000 ) +( ,000,000) + ( 5 x 156,250,000) = 5.18 Price dilution = 35.33% (625,000, ,000, ,250,000) 12.3 EPS Dilution Unable to calculate since the Company has suffered loss from operation. Page 19

20 Part 2 - Preliminary Information of Nok Airlines Public Company Limited 1. Name and Address of the Listed Company Name : Nok Airlines Public Company Limited Business Type : The Company and its subsidiaries ( ) operates budget airline or low-cost airline business under the brand Nok Air which provide domestic and international point-to-point air transport services. The Company is a leading domestic low cost carrier with most domestic coverage. Nok Air allows free seat assignment, provides free snack set on board, and allows baggage weight limit 15 kg without prevailing excess change. Address : 183 Rajanakarn Building, 17th floor, South Sathorn Road, Yannawa, Sathorn, Bangkok Registration Number : Telephone : Fax : Website : Registered and Paid-up Capital : Baht 625,000,000 divided into 625,000,000 ordinary shares with a par value of Baht 1 per share In case that 625,000,000 Rights Offering shares are fully subscribed and 156,250,000 units of NOK-W1 are fully exercised, the Company registered and paid-up capital will be increased to Baht 1,406,250,000 and the number of the paid-up shares will be increased to 1,406,250,000 shares with a par value of Baht 1 per share. 2. Business Type and Nature of Competition Revenue Structure According to the consolidated financial statements, the Company and its classified by type of business for the year are as follows: Page 20

21 Consolidated Financial Statements Million Baht % Million Baht % Million Baht % Revenues from transportation - Scheduled flights - Chartered flights 11, , , Total revenues from transportation 11, , , Total Ancillary revenues , Other revenues - Interest income Others Total other revenues Total revenues 12, , , Remark: /1 Ancillary revenues include revenues from itinerary change, excess baggage, ticket booking and payment fees and sales of snacks, drinks and souvenirs Source: Audited Financial Statements for the year ended 31 December T main source of revenues is derived from air transportation service which in 2016 totaled to Baht 14, million, equivalent to 87.15% of total revenue. Majority of transportation revenue was from scheduled flight service which contributed Baht 14, million, or 84.26% of total revenue. Nok Air offers extensive flights with 24 domestic routes covering primary, secondary and feeder domestic routes in the country and 3 international routes, added with international flights from Nok Scoot Airlines which fully operated in 2016 after the International Civil Aviation Organization (ICAO) issued a red flag warning Thai Aviation over significant safety concerns, leading Nok Scoot to postpone its plan to open new routes to Japan and South Korea, and focus on the of China instead, with the first flight operated in June The Company and its subsidiaries also serve chartered flights, mostly to overseas. Such service is offered in addition to scheduled flights in order to optimize utilization of the existing aircrafts. Revenue from the chartered flights in 2016 was Baht million or 2.89% of total revenue. In 2016, ancillary service revenue was Baht 1, million or 8.64% of total revenue, which is not very high, as it is the Company policy to set air fare that already covers main services, such as minimum baggage allowance and snack on board with no additional charge to passengers, which is key strategies to differentiate its services from other budget airlines. Other revenue in 2016 was Baht million or 4.21% of total revenues, which consists of interest income, return of aircraft deposit and maintenance, and profit from sales and lease back of the aircrafts and others. 2.1 Products and Services international point-to-point air transport services. As of 31 December 2016, the Company has a fleet of 32 leased aircrafts, including 22 Boeing , 8 Bombardier Q400s and 2 ATR-72s. The Company receives investment promotional privileges under the Investment Promotion Act Page 21

22 B.E (and Amendment) from The Board of Investment of Thailand (BOI) in the large mass and cargo transport business. Details of the investment incentives are as follows: 1. Corporate income tax exemption on net profit generated from the consolidated BOI promoted businesses of not exceeding 100% of the investment capital, excluding land and revolving capital. The incentive is given for eight years starting from the date the business begins to generate income. 2. The right not to include dividend received from BOI promoted projects with corporate income tax exemption into taxable income throughout the corporate income tax exemption period. 3. Exemption of import duty on imported aircraft 4. The right to allow foreign technicians or experts and their spouse and dependents to travel to Thailand and work in the specified position within the timeframe allowed by the Board of Directors (Section 25 and 26) In providing outstanding services, Nok Air is recognized for its services like free seat assignment, complimentary in-flight snacks and drinks and WiFi onboard service (in an aircraft with supporting equipment) and free minimum check-in baggage allowance. Nok Air provides extensive flight services covering every region across Thailand. At present, Nok Air has the most domestic route coverage in Thailand. As of 31 December 2016, Nok Air flied 27 routes of which 24 routes are domestic flights, 3 international routes with a total of 603 flights per week. To extend its wing to overseas territories, Nok Air signed the Interline Cooperation oot Airlines which allowed Nok Air to sell tickets from domestic destination such as Chiang Mai, Chiang Rai, Phuket, Udon Thani, Ubon Ratchathani, Nakhon Si Thammarat in Trang, and Hat Yai to Singapore. The agreement enables passengers to buy 1 single ticket that covers destinations operated by these 2 airlines. Page 22

23 The company is also partnering with 8 leading airlines in Asia, under the Value Alliance, including with Nok Airlines, Nok Scoot Airlines, Scooter Airlines, Cebu Pacific Airlines (including Cebgo Airlines), Jeju Air, Tiger Air Singapore, Tiger Air Australia, and Vanilla Air in order to create a network of routes within the Alliance. It also offers travel options that link Southeast Asia, North Asia, as well as Australia for more convenience of passengers. Nok Air offers flights from its main operation base at Don Mueang International Airport with a focus to service flights on high demand routes as primary routes /1 as well as flights on lower demand but potentially grown routes as secondary routes /1 and feeder routes. /1 This is in line with 31 December 2016, Nok Air operates 603 return flights per week. For international routes, Nok Air provides service to 1 route in Myanmar which is Don Mueang- Rangoon. In 2015, Nok Air commenced 2 routes to Vietnam, including Don Mueang - Ho Chi Minh City and Don Mueang-Hanoi. As of 31 December 2016, Nok Air operates 43 round trip flights in this region. Nok Air also emphasizes on the services to and from the northern, northeast and southern regions. The locations of origin and destination airports in the north and northeast regions are not affected by seasonal monsoon like those in the south. We can therefore regularly operate in those regions all year round. Geographically, the north and northeast regions are closed to neighboring countries in the Indochina region, namely Myanmar, Laos and Cambodia, which is projected to see significantly increasing demand for air transport in the future. As of December 31, 2016, Nok Air operated 334 flights per week to and from airports of origin and destinations in the north and northeast, 210 flights to and from the south, and 16 flights to and from the central, representing 55%, 35%, and 3% of the total flights per week respectively. The remaining 7% of our flights are operated to and from overseas origins and destinations. In addition, Charter flight for group travelers or those who wish to travel to destinations out of Nok Ai 2.2 Market Overview and Competition Market Overview As of 31 December 2016, there were 5 major airlines offering domestic flights in Thailand, that can be divided into 2 categories; namely, full-service airline and budget and low-cost airlines. Despite different business directions and strategies and despite different targeted groups of /1 Announcement of the Ministry of Transport: Criteria for Domestic Route Service as of September 27, 2006 as follows: Primary route is a route with total passengers over 300,000 a year which Department of Civil Aviation allows all Thai airlines to operate commercial flights along these routes without any restriction of the number of airlines. Secondary route is a route with total passengers between 50,000 and 300,000 a year and Department of Civil Aviation allows only three airlines to operate commercial flights in these routes. Feeder route is a route with total passengers less than 50,000 a year and Department of Civil Aviation allows only two airlines to operate commercial flights in these routes. Page 23

24 customers, yet, with restricted routes and complementary services, these 2 categories indeed clashed from time to time although the competition between the two may not be as intense as that within the same category. The full-service airlines segment sees 2 main operators; namely Thai Airways International (including Thai Smile Airways) and Bangkok Airways. Both provide comprehensive services. The low-cost airline segment includes 3 major players, namely Nok Air, Thai Air Asia and Thai Lion Air, each with different market positioning and market share. In addition to the 5 airlines mentioned above, there are another 2 airlines, Kan Air, a small full service airline with a base operation in Chiang Mai and mainly serve in the northern zone, and Thai Viet Jet Airlines, the low-cost international airlines based in Suvarnabhumi Airport, and offering airfreight services in domestic and international routes. Considering full-service airlines, Thai Airways Internationals the longest-serving airline and has been widely known and recognized for its good quality services. Therefore, the airline can charge higher price than others, which also reflect its Premium Airline service. The higher competition and increasing popularity of budget airlines, Thai Airways International has to adjust its strategy by opening Thai Smile Airways to provide light premium service, meaning full-service airline operations, compromised services and at affordable price. Thai Smile Airways focuses its service to international passengers who wish to connect to domestic flights. Bangkok Airways, another major full service airline positions itself as a Boutique Airline. It provides service in selected routes with uniqueness. One of its major competitive strategies is the ownership of some airports, which enables the airline to maintain advantages in some routes. In terms of low-cost airlines, Air Asia is the first to introduce such budget domestic airline service with an outstanding low price offering. Its airfare, however, does not cover other additional services related to aviation, including loaded luggage, advanced seat booking and advanced food and drink order. Passengers who wish to use these additional services have to pay extra. Thai Lion Air is the latest player who entered into the market in late Its strategic differentiation lies on the price package that also includes various services, such as loaded luggage, snack and advanced seat booking. In differentiating itself from the crowd, Nok Air has positioned itself as a high quality budget airline. Its airfare rate is slightly higher than competitors but this rate covers all travel-related services, such as advanced seat booking, snack and loaded luggage. Passengers do not have to pay extra for such services. As for the newly launched airline in the last quarter of 2016, Thai VietJet Airline which is a lowcost airline of VietJet Airline from Vietnam. It operates three domestic air carriers in Thailand, Suvarnabhumi - Chiang Mai, Suvarnabhumi Airport Phuket, and Phuket - Chiang Rai. It also provides air transportation service between Suvarnabhumi and the airport in Vietnam with a special focus on ticket price promotion strategy. Such strategy brings an attention from Thai customers and also the customer group that price factor affects decision making. Page 24

25 In 2016, the number of Nok Air's passengers totaled 8.56 million, decreasing by 2.28% from the previous year of 8.76 million passengers. Competition Competition between full-service and budget airlines in the domestic service segment Domestic flight operators in Thailand comprise 2 categories: full-service airlines and budget airlines. The competition, however, sees no domineering operator. A major reason is that low-cost airlines have greater flexibility to expand their fleets and routing. They can employ smaller aircraft that better serves short-haul routes. During the past 4 years, full-service airlines have gradually lost their market shares to budget airlines because the full-service airlines cannot efficiently compete in pricing. The budget airlines tend to have more passengers in the future. Competition among low-cost airline in the domestic service segment Low cost carriers today focus more on point-to-point service. In the domestic service market, major players are Nok Air, Thai Air Asia and Thai Lion Air, with increasing popularity due to short travel time in which pricing has strong influence on decision making. Competition among budget airlines therefore is more intense than that among full-service airlines. New entrant, like Lion Air and VietJet Air, has therefore stolen some market share from existing domestic airline service operators. Domestic routes Domestic routes are divided into 3 main categories which are primary routes with more than 1,000,000 passengers a year, secondary routes with 100,000 1,000,000 passengers a year, and feeder routes with less than 100,000 passengers a year. Details of domestic flights and airline operators are as follows: - Primary routes: Routes with high density of passengers without limitation of airline operators. Most primary routes are operated by both full-service and budget airlines due to high demand of travelers, such as Bangkok - Chiang Mai or Bangkok Phuket. Domestic airlines tends to operate flights on both routes. As of 31 December 2016, Nok Air operates 325 flights per week for the primary routes. - Secondary routes: Routes which the low cost airlines are dominant players. Since the secondary routes are shorter than the primary routes, servicing with a large aircraft may not be cost effective. Low-cost airlines usually own fleet friendly to serve shorthaul routes, thus, having advantage over full-service airlines. Nok Air and AirAsia are the leaders in the secondary route market. As of 31 December 2016, Nok Air operates 196 flights per week for the secondary routes. - Feeder routes: Mostly operated by the low cost airlines due to the same reason as the service on the secondary routes. Nok Air is the airline that serves the largest number of domestic routes and flights in the country as its fleet comprises of small aircrafts that fit Page 25

26 the needs of the feeder route. As of 31 December 2016, Nok Air operates 39 flights per week for feeder routes. International routes For international routes, Nok Air currently provides service on 1 route to Myanmar which is Don Mueang-Rangoon 21 flights per week, Don Mueang - Ho Chi Minh City 14 flights per week, and Don Mueang-Hanoi 8 flights per week, or a total of 43 flights per week for international routes as of 31 December Distribution and Payment Channels payment, Nok Air remains committed to introduce new and innovative channels for ticket reservation and payment to cover the needs of all groups of customers. At present, customers can make a reservation through 5 channels; namely, website (including mobile phone applications), call center, airport counter, ticket agent and Counter Service. Website and electronic channels remain the most popular means for ticket reservation thanks to its convenience, 24/7 availability and zero fee charge. Besides, Nok Air has an exclusive reservation channel for group travelers, corporate clients and government officials. Number of Nok Air Routes and Number of Return Flights per Day (Data as of 31 December 2016) Number of Nok Air Routes in 2016 Number of Return Flights per Day in 2016 Page 26

27 Distribution and Payment Channels Distribution / Payment Channels Website Website on mobile devices 1. Cash 2. Credit Cards 3. ATM 4. Counter Service 5. Direct Debit 6. Krungthai Bank Counters Website and electronics channels distribution Page 27 Call Center Airport Counters Ticket Agents Counter Service Website and electronics are the most popular ticket sales channels, accounting for 67% of the total ticket sales in Passengers can book their seats at and or on mobile site m.nokair.com. These channels offer the highest convenience and most comprehensive services ranging from checking flight routes, schedules, seat reservation, check-in, ancillary service request and reservation for flight connection. Another important channel is application on smart phone that better address the rapid growth of smartphone users, enabling Nok Air to provide more alternative reservation channels and greater convenience for passengers. In terms of operation, website reservation is the lowest cost channel because of no headcount expense on employee manning the service. Online check-in via website and mobile phone also significantly reduces time and volume of passengers queuing at the airport counters, which also reduce risk on delayed flight. Nok Air anticipates that website and electronic channels will remain the major ticket reservation and sales channel with positive trend in the future. The Company will therefore be able to optimize operation costs thanks to this channel. Call Center hrs. Nok Fan Club members can also reach special member channel 24 hours. In les. Although the number is small, it is an important channel for customers to request information and communicate their complaint with the Company. Airport Counter 31 December 2016, Nok Air has 30 sales offices. at airports and reduce time for queuing at airport counters. Nok Air employees -

28 eang International Airport to facilitate passengers in checking-in via tablets without waiting at the counter. Payment through credit cards and advanced seat bookings also speed up the reservation and check-in process. Ticket Agents Customers can also buy tickets via registered ticket agents nationwide and in neighboring countries. As of 31 December 2016, there are 1,194,107 agents, representing 14.3% of the total sales channels. Agent booking is efficient for customers who do not have easy access to the Internet or Call Center. Air fare for customers booking with ticket agents is the same Counter Service Counter Service and convenient stores offer convenience for customers to buy tickets easily and quickly. Customers can contact Counter Service in 7-Eleven stores and stand alone Counter Service. As of 31 December 2016, there are 10,000 counter services nationwide. These channels provide Nok Air with more ticket sales channels that address all customer Others Other ticket channels include temporary sales booth in travel fairs and promotion events in department stores and shopping centers. Despite their temporary service, this is an important channel that cruciall introduce our services to customers. Considering payment channels, credit card is the most popular channel thanks to its high convenience. Other payment channels are cash, ATM payment (at SCB, KTB, BBL, TMB and KBANK) and Counter Service. Group travelers, corporate customers and government employees may have different payment term as agreed. Nok Air will continue to increase convenience for our passengers through offering of new ticket reservation and payment channels. Nok Air is the low-cost airline with the largest variety of sales and payment channels. In terms of customer service, Nok Air has designed and offered services that best address demand of our customers, especially Thais who are majority of our customers and need high convenience. All services are offered without extra charges, including advance seat selection, minimum 15 kilogram baggage allowance, inflight snacks and drinks, for example. We have also continuously developed our services to -in via smartphone application, check-in by telephone and airport and onboard WiFi, to name a few. Page 28

29 2.3 Product and Services Aircraft 31 December 2016, Nok Air had 3 models of aircraft in its fleet; namely, Boeing , ATR and Bombardier Q400, for a total of 32 airplanes, all of which are procured through dry lease which means only aircraft is mally lasts 7 12 years. (Boeing ) (ATR ) (Bombardier Q400) 31 December 2016 Type of Aircraft Number of Aircraft Capacity (seat per aircraft) Average Age (year) Boeing ATR Bombardier Q Total Boeing is a medium-range haul plane with a narrow body and jet engines. The aircraft is used in primary and secondary routes. Meanwhile, ATR and Bombardier Q400 are small two-engine turbo prop aircrafts designed for short-haul flight. Nok Air mostly flies these 2 aircrafts in secondary and feeder routes to suit modest demands along the routes. Aircraft Utilization Rate per Aircraft As Nok Air wishes to maximize its aircraft preventing flight delay that could affect its flight schedules, as of end of 2016, Nok Air had a total of 32 aircrafts in its fleet. An average aircraft utilization of all types of aircraft, namely Boeing , Bombardier Q400 and ATR stood at 8.1 hours per day, 6.2 hours per day and 6.0 hours per day respectively. The Company also has a policy to minimize the type of aircrafts in providing good services in the primary and secondary routes. A limited type of aircraft will enable Nok Air to optimize maintenance cost and increase pilot flexibility. Operating expenses related to parts for maintenance, training for pilots, crew, engineers and technicians will also vary according to the type of aircraft and engines used in the fleet. Page 29

30 Aircraft Maintenance -ready condition of its aircrafts under the check-up and maintenance criteria of Department of Civil Aviation, the US Federation Aviation Administration (FAA) and the European Aviation Safety Agency (EASA). The scheduled maintenance or maintenance program can be divided into 4 categories as follows: Maintenance is the maintenance of normal aircraft flight operation including with transit check, daily check, and A-Check or light maintenance. The flight hours (FH) / Flight cycles (FC) / Day are different by types of aircraft. Such maintenance is the maintenance to prepare before flying and preventive maintenance. C-Check maintenance is the base or heavy maintenance as determined by the aircraft manufacturer and Department of Civil Aviation. The airline using that aircraft type is required to repair in order to keep the aircraft in perfect conditions and safe to fly. The maintenance will be carried out according to Maintenance Planning Document MPD of the manufacturer. Such period is depended on aircraft type. Boeing requires 7500 FH / 4800 FC / 24 MTHS, Q400 requires 6000 FH, and ATR 72 requires 5000 FH. Overhaul maintenance is such maintenance based on the maintenance plan of parts or key components of the aircraft. In general, the overhaul maintenance of the aircraft will be done The major components required for overhaul maintenance are as follows: - Airframe - Engine - Landing Gear - APU In order to ensure that the maintenance will carry out in accordance with the safty standards mentioned above, the lessor then determine that the Company has to pay supplemental rent to reserve for overhaul maintenance. Redelivery Check / Maintenance is the repair of aircraft for return as determined by the terms of lease and return of aircraft plan. The Company will hire the expertise to plan and repair the aircraft 8-12 months prior to the return. As full-service aircraft maintenance and repair is capital-intensive and requires specialized technicians, as of 31 December 2016, Nok Air possessed transit check and daily check permits as well as the A-check and Light maintenance permit. As for C-Check and Heavy Maintenance, Nok Air has no maintenance facility of its own to conduct heavy maintenance. However, the Company hired the third-party service provider with aircraft maintenance expertise and facility as well as FAA and EASA accreditation to plan its maintenance and to repair and maintain its aircrafts. Page 30

31 For the entire maintenance process, Lufthansa Technik AG provides the service for aircraft maintenance engineering and aircraft maintenance planning. Procurement of Parts and Spare Parts Lufthansa Technik AG is the spare part provider for Nok Air. When selecting a spare part service provider, Nok Air considered factors such as an ability to plan maintenance schedules and source spare parts as well as related expenses and experience. Besides, Nok Air sourced out other spare parts on its own for some routine and non-routine job to reduce related cost. Spare parts are stored at the warehouse at Don Mueang International Airport. Procurement of Fuel Nok Air buys fuel directly from The Shell Company of Thailand Limited and PTT Public Company Limited. In 2016, the company ordered fuel totaling more than 30% of its total fuel costs from a single supplier as the supplier offered a better deal. However, Nok Air did not exclusively rely upon this supplier and it did not have a policy to continue buying fuel from an exclusive source if terms and conditions as well as price was not better than others as Nok Air was always able to buy fuel from any distributor. However, by sourcing fuel from the world-class oil supplier, Nok Air was able to procure enough fuel at a reasonable price. 200 Graph of Brent Spot Price during Unit: USD per Barrel USD/Barrel) Brent Crude Oil) (USD/Barrel) Source: Thomson Reuters Due to the volatility of oil prices, the Board of Directors resolved to allow Nok Air to enter an agreement to hedge oil prices for 12 months period by signing an oil price-hedging agreement olicy where the ratio of risk hedging was around 20-50% of the volume of fuel consumed each month (Partial Hedge). This Page 31

32 has increased flexibility to our revenue and cost management, enabling Nok Air to adjust ticket prices for the remaining unsold seats to partially compensate impact from the oil price. This also advanced booking period offered. t Don Mueang International Airport as there are a lot of distributors there which allows the firm to procure fuel at a lower price than it filled in other provinces where a single supplier is usually found. Fuel suppliers who deliver their jet fuel at Don Mueang International Airport usually use the service provided by provide a fuel-filling service at Don Mueang International Airport, to store and fill aircraft fuel tanks. Airport Services Nok Air offers both ground service and ground support service to its passengers on its own by renting major equipment at various domestic airports such as check-in counter and aerobridge. However, Nok Air also hires the third party with expertise to handle check-in passenger belongings between airport and aircraft as well as to provide transfer buses from gate to aircraft, airstair and cargo management. Catering, with all new product variants ranging from snacks, drinking water and napkin paper taking in to account the standards of quality in order to satisfy passengers. Packaging: changed from the original paper bag to a snack box made from a biodegradable and environmentally friendly material. The pattern varies from month to month as the company intends to offer this product as part of a travel souvenir. Snacks: New snacks are being made available to serve the passengers. The snacks provided by leading desserts and foodstuffs in Thailand are Goldilocks Bake Shop Co., Ltd., Thai-Nichi Industries Co., Ltd., and Jitramas Trading Co., Ltd. which are certified by the Islamic Central Board of Thailand. There is also a change in the type of snacks each week to avoid duplication. Drinking water: The Company takes into account the convenience of travel, then increased the amount of drinking water from 100 milliliters to 150 milliliters and changed the packaging into a convenient bottle for consumption and portability. Napkin paper: The Company adapted the pattern of napkin paper in accordance with the snack. This new napkin is made from natural wood pulp that is environmentally friendly and easy to digest. Page 32

33 Insurance Nok Air has bought aviation insurance in accordance with the practices of the international international Aviation insurance includes insurance policies as follows: Insurance policy for all types of aircraft including engine spares, component parts, and ground support devices, as well as mobile and unlicensed vehicles and third-party liability (Hull and Spares and Equipment "All Risks" and Liability Insurance). The policy will cover up to USD 75 million in incidental damage per aircraft and take legal liability for damage to property and / or personal injury to persons and property on board aircraft such as passengers, luggage, parcels, and mail, as well as individuals and property outside the aircraft. The liability is limited up to a maximum of USD 600 million per event. The first liability of the Company in case of an accident is not more than USD 750,000 for each case. This type of policy also covers third party liability for war and related risks to the maximum liability limit of USD 150 million per incident. Hull and Spares and Equipment War and Allied Insurance, the maximum liability is limited up to a maximum of USD 70 million per aircraft. Hull Deductible Insurance, additional to all types of aircraft insurance policy, the first portion of the liability for aircraft and engine parts claims is up to USD 750,000. The first remaining portion of the Company's liability amounts to a maximum of USD 50,000 per claim in order to reduce the Company's cost risk for the first liability amount of all types of aircraft insurance risk insurance policies. Excess liability insurance policy for third party from all types of aircraft above all types of aircraft caused by war and related risks, the maximum liability limit of a policy is USD 450 million per event per year. Licenses Air Operating License: To operate the air transportation business in Thailand either on a regular or non-regular basis, the Company is required to obtain "Air Operating License" or vil Aviation Authority of Thailand, respectively. Both licenses are valid for 5 years and can be Page 33

34 renewed for up to 5 years at a time. These two licensed indicate that the Company has complied with the Ministry of Transport's regulations on aviation and safety and the Civil Aviation Authority of Thailand in all respects. Both of the current licenses will be expired on 17 June Aircrafts: The Company must register all aircraft of the company with the Civil Aviation Authority of Thailand. The aircraft in can be renewed if the aircraft is in perfect condition. The applicant must have Thai nationality. Most of the directors are Thai and the headquartered is located in Thailand, also more than 51% of shares shall be held by Thai. Routes: For domestic and international routes, the Company must be obtained the allotment privileges from the Civil Aviation Authority of Thailand and allowed to use the flight schedule every 6 months, divided into every summer and winter. The summer flight schedule runs from the last Sunday of March until the last Saturday of October and the winter flight schedule will run from the last Sunday of October until the last Saturday of March. In addition, the Civil Aviation Authority of Thailand has issued regulations regulating the number of airlines serving to reduce the intense competition on domestic routes as follows. - Primary route : No limitation on the number of airlines available - Secondary route : Limited number of airlines serving up to airlines - Feeder route : Limited number of airlines serving up to airlines. As of 31 December 2016, the Company has been allocated 23 domestic routes, covering 24 provinces and 12 international routes covering 3 countries. Quality, Safety and Security Policy The Company attaches importance to the quality, safety, and security management system and believe that it is a key element in business operation. Executives and employees at all levels must strictly adhere to a policy of quality, safety and security. The Company uses an aggressive management plan in order to identify risk that may occur and affect air safety, personal injury, equipment or environment damage. The company has allocated adequate and sufficient resources to meet the requirements of quality, safety, and security management system. All executives and supervisors are responsible for driving and continuously improving such management system which includes training staff to improve their skills, develop their knowledge and ability, equipment and tools allocation, workplace facilities, and giving a support to employees. Hence, the employee shall be aware of the importance and awareness of the rules, regulation and procedures for quality, safety and security management. Page 34

35 All employees must be physically and mentally ready, have a sense of service mind, and ready to improve quality, safety and security. Also they have a duty to report accidents, unfair actions or behavior to supervisors in order to find ways to prevent them from happening again. Employees must know which behavior deserves to be excluded from punishment, such as involuntary misconduct and any behavior that must be subject to disciplinary action such as negligence, etc., Employees must always consider their own safety and that of others and also share what has been learned from various unsecured events, let others know, and strive to maintain the quality, safety and security management goals. Employees must be aware and involved in developing that goal together. Nok Air Executive must check quality, safety and security management in order to comply with the assessment plan and also analyze, follow up, and evaluate the effectiveness of the action plan by using the measurement tools and indicators to evaluate the performance. All employees have the responsibility to supervise the work of the outside worker and cannot transfer this responsibility to outsiders. The company assures that the use of systems services from outside companies is consistent with quality and safety management standards and requirements. The Company shall maintain relations with government officials, or other related agencies, and also regularly review, evaluate and develop performance. The company is committed to operating its business under the framework of the international standard for quality, safety and security. 3. Assets for Operation operating assets are mainly under operating lease contracts such as aircrafts, aviation operating center and head office which are not recorded as aircraft lease improvement or leasehold improvement, in the financial statements. As of 31 December 2016, the Company recorded assets for operation such as office equipment and supplies, vehicles, computer, and computer software programs. 3.1 Aircraft Aircraft is the main asset for operation. The Company leased aircrafts through dry lease which determines specific duration, placement of deposit or letter of guarantee, lease fee, aircraft maintenance fee, insurance, delivery and return conditions. Aircraft Operating Lease Agreement The Company and its subsidiaries recorded aircraft lease as a monthly expense in the statement of comprehensive income, not an asset in the statement of financial position. All aircrafts are registered in Thailand and rented from various international lessors. In 2016, the remaining lease payment due under the lease contracts of the aircrafts amounting to Baht 4, million as detailed below: Page 35

36 No. Type or Assets Number of Lease Term (year) Remaining Lease Term Aircrafts 1 Boeing Company between 2-12 years 2 ATR Company 2 8 between 4-5 years 3 Q400 NextGen Company 8 12 between years 4 Boeing Subsidiaries 3 5 between years Key Conditions of Aircraft Operating Lease Agreement Payment of aircrafts rent and maintenance (Supplemental Rent): After taking delivery of the aircrafts, the Company and its subsidiaries are bounded to pay the monthly rental fee at the rate agreed upon in the aircraft lease agreement, which is fixed throughout the lease term. The Company must also pay aircraft maintenance (Supplemental Rent or Maintenance Reserve) as specified in each aircraft lease agreement. For the year 2016, the Company and its subsidiaries made a prepayment of maintenance expenses for the leased aircraft totaling Baht 2, million. Aircraft Deposits: As at 31 December 2016, the Company and its subsidiaries have deposits for aircraft equal to Baht million. Aircraft Insurance: The Company and its subsidiaries are required to insure aircraft, engines, spare parts, third-party passengers and third party property in accordance with international standards of the airline insurance market throughout the lease terms. The liability amount will be set out in the Aircraft Lease Agreement and the airline is responsible for premiums. Return of Aircraft: The conditions for delivery and return the aircraft will generally be set out in the aircraft lease agreement. For the return of the aircraft, the tenant will be responsible for the maintenance costs in accordance with the return conditions. The tenant has set aside such reserve for the expenses throughout the lease term. The amount of the reserve is estimated by the maintenance of Heavy Maintenance plus other expenses expected to occur such as internal conditioning of the cabin, airplane coloring, and engine repair fee, etc. Event of Default: If the company defaults on the lease agreement, the lessor can cancel the contract immediately or can use the justice process to claim damages. Any possible default events can be summarized as follows: - The Company cannot pay the rental fee as determined in the lease agreement. - The Company cannot insure as determined in the lease agreement. - The Company defaults on a large number of other liabilities identified in each lease agreement. - The Company is experiencing financial problems or bankruptcy or insolvent debt. Page 36

37 - The Company ceases its aviation business or sells major assets of the Company. - Change of control of the Company. - The Company defaults on fees related to airports such as Navigation and Landing fee. Covenant: During the lease, the Company must comply with the terms of the agreement which can be summarized as follows: - The company has to lease aircraft for commercial use only and will comply with the terms of the agreement throughout the agreement period. The company will be fined if the aircraft is returned prematurely. - The Company must provide important information as agreed in the agreement to the lessor. - The Company shall not sublease, unless it has obtained the written consent of the lessor. - The Company must allow the agent of the lessor to inspect the aircraft when requested and the lessor will be responsible for the incurred expenses. - The Company cannot identify itself as the owner of the aircraft. - The Company will keep each aircraft information as promised. - The Company will not modify the aircraft, unless it is allowed by the lessor. - The Company must maintain and repair the plane as promised. - The Company must insure the aircraft under the lease agreement throughout the lease period. - The Company is responsible for registering the aircraft with the Civil Aviation Department and submitting a request for licenses from the relevant authorities to make the aircraft commercially legal. Warranty: To lease the aircraft, the Company must provide a guarantee to the lessor as follows: - The Company is legally listed in the country where the company was established. - The company is entitled to sign documents and perform various operations in accordance with the substance of the agreement. - The Company has no events or any outstanding litigation which will affect the financial status and assets of the Company and causing failure to comply with the agreement. - The Company has submitted the statutory financial statements correctly. - No event of defaults occurred. Page 37

38 Aircraft Maintenance Agreement The Company has aircraft maintenance agreement with many service providers depending on aircraft type. At present, our main service provider is Lufthansa Technik AG which has been considered an expertise in aircraft maintenance and has been accepted in industry-standard. The agreement includes A-check, C-Check, Heavy-Check and other significant maintenance that the Company does not have the license to operate. 3.2 Aviation Operating Center and Head Office The Company has its main aviation operating center and stations at Don Mueang International Airport. The Company leased space at Don Mueang International Airport from the Airports of Thailand Public Company Limited as the aircraft parking lots, spare parts warehouse Office equipment and supplies, and check-in counters. Such lease agreement is for a period of 3 years and the Company has renewed the lease on a continuous basis due to continued flying operations at Don Mueang International Airport. The head office is located at 3 Rajanakarn Building 16 th and 17 th floor, South Sathorn Road, Sathorn, Bangkok. The Company leases an area of 2, square meters with the Rajanakarn (2530) Limited Partnership. The lease is valid for 3 years and when it is expired, the Company has the right to renew the lease for a period of 3 years. 3.3 Equipment As of 31 December 2016, the Company and its subsidiaries have a book value of all equipment of Baht million. The Company and its subsidiaries record at cost and depreciated on a straight-line basis over the life of the assets, approximately 3-5 years, except for building improvements and leased aircraft improvements (Paint Color). The Company and its subsidiaries will consider the depreciation on a straight-line basis over the lease term of the aircraft or estimated useful lives of the assets as detailed below. Unit: Million Baht Cost Accumulated Book Value Depreciation Leasehold improvement Aircraft lease improvement Office supplies Office equipment Computer appliances Communication equipment Tools Vehicles Leasehold improvement in progress Total Page 38

39 3.4 Computer Software Programs As of 31 December 2016, the Company and its subsidiaries have computer software programs, including Microsoft Windows, seating systems, accounting systems, point of sale (POS) systems and software systems developed by the Company. The Company and its subsidiaries amortized on a straight-line basis over the 5-year life or agreement period. The details are as follows. Unit: Million Baht Cost Accumulated Book Value Depreciation Leasehold improvement Aircraft lease improvement Total Account Receivable Most of the receivables are receivables from the sale of tickets. The corporate customers receive a short term credit from the Company for approximately 30 days. In 2016, the Company and its subsidiaries have an allowance for doubtful accounts of approximately Baht 11.7 million, based on past billing experience. Related accounts receivable are such as Thai Airways International Public Company Limited, Thai Smile Airways Company Limited, Dhipaya Insurance Public Company Limited, and Haadthip Public Company Limited, which the transactions are from areas and stations fee, ticket fares from codeshare agreement, and other service fees. As of 31 December 2016, the Company and its subsidiaries have net trade receivables of Baht million, as follows: Unit: Million Baht Value before Writing- Off Bad Debt Allowance for Doubtful Accounts Net Trade Receivables Related accounts receivable Other accounts receivable Total Inventories Inventories consist of spare parts and supplies used for aircraft repair and maintenance, purchased goods for sale, and food and drink. The Company and its subsidiaries have a policy to record inventories at a lower of cost or net realizable value. Cost is calculated by weighted average method. Net realizable value is the estimate of the selling price less costs to sell. The Company and its subsidiaries do not set aside allowance for obsolete inventories or slow moving goods as the company's products are not fashionable. If the product becomes obsolete, the Company and its subsidiaries shall set aside full provision. As of 31 December 2016, the Company and its subsidiaries recorded inventories of Baht 31.4 million as follows: Page 39

40 Items Million Baht Purchased goods of sale 12.8 Food and drink 1.0 Spare parts and other supplies 17.6 Total Investment Policy in Subsidiaries As of 31 December 2016, the Company has a policy to invest in businesses that are related to the Company in order to enhance competitiveness as detailed below: Company 1 Nok Holiday Co., Ltd. 2 Nok Mangkang Co., Ltd. 3 Nok Scoot Airlines Co., Ltd. Registered Capital Share Holding (%) Million Baht 0.10 The Company holds 49% of ordinary shares and 51% are held by other individual shareholders The Company holds 49% of ordinary shares, 50% or preferred shares are held by directors, and 1% of preferred shares are held by other individual shareholders. 2, Nok Scoot Airlines Co., Ltd., a subsidiary of the Company holds 49%, Scoot PTE., LTD holds 49% and Puennammitr Co., Ltd. hold another 2% of total shares. Objective of Establishment Offer tour and travel service To joint venture with Scoot Pte. Ltd. and Puennammitr Co., Ltd. to operate international low-cost airline. To run a low cost airline business for medium and long international routes with wide body aircraft Status Active Active Active Nok Air focuses on investing in subsidiaries and joint ventures with high growth potential and good return on investment in order to ensure its leading market position as a budget airline that provides the most comprehensive services. Any investment permission shall be in response to acquisition and distribution and the announcement of the Securities and Exchange of Thailand on disclosure of information and guideline for listed company in Acquisition or Distribution of Assets B.E (2004). Nok Air is interested particularly in long-term investment in the above mentioned businesses by considering the fundamental of the target business and trend in that business sector. In addition, the Company has a policy to make investment in a substantial ratio in order to obtain the right to participate in the management and formulation of business direction of the subsidiary and joint venture or jointly controlled entity. In addition, the Company is committed to supporting these subsidiaries, joint ventures and associated companies to achieve sustainable growth in the future. Page 40

41 The Company may consider investment in other related businesses. Investment made shall directly address the nature of business and the corporate strategy. Before making investment, Nok Air will conduct a feasibility study for the project, and consider project potential and investment risks before submitting the investment plan for the Bo and recommendation in order to mitigate such investment risks. 3.8 Investment in Joint Venture On 15 to invest in Air Black Box Asia Pacific Pte Ltd., which is a company incorporated in Singapore and operates in platform for airline reservation systems with the register capital of USD 4 million or equivalent to SGD 5.4 million. The Company has invested in the portion of 25% of its registered capital. Subsequently, on 25 October 2015, the Company entered into joint venture agreement and related transaction documents in the Air Black Box Asia Pacific Pte Ltd. with Scoot Pte Ltd. and TOD Holdings Co., Ltd. which is held by the Company, Scoot Pte Ltd. and TOD Holdings Co., Ltd. in the proportion of 25%, 25% and 50%, respectively. On 23 December 2015, the Company invested in Air Black Box Asia Pacific Pte Ltd. in the amount of SGD 1.35 million or equivalent to Baht million which has shareholding portion at 25% as stipulated in the agreement. As at 31 December 2015, Air Black Box Asia Pacific Pte Ltd. is in the set up process to operate in platform for airline reservation systems. On 17 November 2016, Air Black Box Asia Pacific Pte Ltd. increased capital from 5.4 million shares to 6.75 million shares by selling the increased ordinary shares to ANA Holdings, Inc. and Cebu Air, Inc. in accordance with the Joint Venture Agreement. In accordance with the Joint Venture Agreement, which addresses that all airline shareholders shall have an equal proportion, 15%, of ordinary shares in Air Black Box Asia Pacific Pte Ltd., meanwhile VaultPAD Ventures Limited shall hold 40% in Air Black Box Asia Pacific Ptd Ltd. Therefore, the Company has to reduce its shareholding proportion in Air Black Box Asia Pacific Ptd Ltd. from 25% to 15% by equally selling to ANA Holdings, Inc. and Cebu Air, Inc. in total of 337,500 shares. The company had net loss from selling such investment of Baht 1.92 million and Baht 2.87 million in the consolidated financial statements and separate financial statements, respectively. 3.9 Long Term Investment Policy In year 2004, the Company applied for a membership of The Aeronautical Radio of Thailand Limited and acquired the Aeronautical Radio of Thai regulation. As of 31 December 2014, the Company holds 66,615 shares, totaling THB 6,661,500, or 1.01% of total shares. As the regulation of The Aeronautical Radio of Thailand Limited does not allow the dividend payment, shareholders will receive discount on air navigation facility charge instead. The proportion of shareholding will be varied, increase or decrease, depending on the allotment by The Aeronautical Radio of Thailand Limited based on Page 41

42 the number of flights during the year of the members. The amount paid for the shares is refundable upon the termination of its membership. On 7 August 2014, the Board of Directors meeting has approved a joint venture with ANA Holding and Assumption University to set up Pan Am International Fight Training Center (Thailand) Company Limited, a training center for pilots and aviation personnel. The Company invested THB 40,650,000, representing 15% of the registered capital of the joint venture Other Related Agreements Codeshare Agreement and Charter Agreement Currently, the company has entered into codeshare agreement with Thai Airways International and the codeshare agreement with Thai Smile Airways Co., Ltd., which is common in the aviation industry. The purpose is to broaden the marketing network widely in order to strengthen the brand and reduce operating costs. Key Terms of Agreements Routes Termination of Agreement Luggage and Cargo Carriers Agreement 1. Both parties agree to cooperate in providing flight services, one party shall be the operating carrier and the other shall be the marketing carrier. 2. The operating carrier shall provide the airplane for those passengers purchasing the tickets from the marketing carrier. 3. The operating carrier shall provide the service for those passengers purchasing the tickets from the marketing carrier in the same way it serves its own passengers. Thai Airways (codeshare : Don Muang Roi Et Don Muang 1. In an event of termination, the party wishing to terminate the agreement shall notify the other in writing at least 60 days in advance. 2. The party can terminate the agreement immediately if the other party is in bankruptcy or into the rehabilitation plan. 3. If either party breaches the agreement, the other party has the right to terminate the agreement immediately and such party that breaches the agreement must indemnify the defendant within 30 days from the notification date. Contract parties Key terms of the agreement Period Termination of Agreement Contractor : Panthai Cargo Express Company Limited PanThai 1. The contractor agrees to provide service for loading/unloading baggage and cargo. 2. The Company gives PanThai a right to sell air freight to the public. The first agreement was signed on 1 April 2006 and if there is no termination of the agreement, the agreement will continue to be considered without any age. 1. In an event of termination, the party must notify the other party at least 60 days in advance. 2. If either party breaches the agreement, the other party has the right to terminate the agreement immediately. Page 42

43 Ground Support Equipment Agreement Contract parties Key terms of the agreement Period Contractor: Wingserve Company Limited Wingserve The contractor agrees to provide ground support equipment to the aircraft. The first agreement was signed on 25 March 2015 and valid for 3 years. Ground Staff Reception Agreement Contract parties Key terms of the agreement Period Employer Contractor: Full Facility Company Limited Full Facility The contractor agrees to provide ground staff service to Employer. The first agreement was signed on 17 May and valid for 1 year. 4. Details of Directors, Management, and Top 10 Major Shareholders As of 19 April 2017, the management structure comprises Board of Directors and 4 sub-committees which are Audit Committee, Nomination and Remuneration Committee, Risk Management Committee, and Corporate Governance Committee. The details of which are as follows: The Board of Directors As of 19 April 2017, the Board of Directors is comprised of the following 12 members: No. Name Position Mr. Somchainuk Engtrakul Chairman of the Board /Independent Director Mrs. Usanee Sangsingkeo /1 Director Flt. Lt. Montree Jumrieng /1 Director Mr. Narongchai Wongthanavimok /1 Director Chairman of the Risk Management Committee / Member of the Nomination and Remuneration Committee Member of Long-term Strategy and Planning Team Mr.Teerapol Chotichanapibal /1 Director Mr. Rattaphon Phakdiphum /1 Director Mr. Visit Tantisunthorn Independent Director Chairman of the Audit Committee Member of the Corporate Governance Committee / Chairman of Long-term Strategy and Planning Team Mr. Apichart Chirabandhu Independent Director Chairman of the Nomination and Remuneration Committee Member of the Audit Committee / Member of Long-term Strategy and Planning Team Member of Efficiency Improvement in Aircraft Maintenance Team Mr. Chotisak Asapaviriya Independent Director Member of the Risk Management Committee 10 Mrs. Suphajee Suthumpun Independent Director Member of the Audit Committee 11 Mrs. Nalinee Ngamsettamas Director 12 Mr. Patee Sarasin Director Member of the Corporate Governance Committee CEO Remark: /1 Representative from Thai Airways International Public Company Limited Page 43

44 Audit Committee As of 19 April 2017, the Audit Committee is comprised of the following 3 members: No. Name Position Mr. Visit Tantisunthorn Chairman of the Audit Committee Mr. Apichart Chirabandhu Member of the Audit Committee Mrs. Suphajee Suthumpun Member of the Audit Committee Mr. Thanapat Wongwit Secretary to the Audit Committee Remark: Mr.Visit Tantisunthorn has sufficient knowledge and experience in accounting and finance to review the financial statements. Nomination and Remuneration Committee As of 19 April 2017, the Nomination and Remuneration Committee is comprised of the following 3 members: No. Name Position Mr. Apichart Chirabandhu Chairman of the Nomination and Remuneration Committee Mr. Narongchai Wongthanavimok Member of the Nomination and Remuneration Committee Miss Sunun Witthawatpongtorn Secretary to the Nomination and Remuneration Committee Remark: The Company is in process of consider one more member of the Nomination and Remuneration Committee Risk Management Committee As of 19 April 2017, the Risk Management Committee is comprised of the following 3 members: No. Name Position Mr. Narongchai Wongthanavimok Chairman of the Risk Management Committee Mr. Niphon Hakimi Member of the Risk Management Committee Remark: The Company is in process of consider one more member of the Risk Management Committee Corporate Governance Committee As of 19 April 2017, the Corporate Governance Committee is comprised of the following 3 members: No. Name Position Mr. Visit Tantisunthorn Chairman of the Corporate Governance Committee Mr. Patee Sarasin Member of the Corporate Governance Committee Remark: The Company is in process of consider one more member of the Corporate Governance Committee The Management As of 19 April 2017, the Management is comprised of the following 5 members: No. Name Position Mr. Patee Sarasin Chief Executive Officer Mr. Piya Yodmani Deputy Chief Executive Officer Mr. Brian Jeffery Chief Financial Officer Mr. Yodchai Sudhidhanakul Chief Commercial Officer 5 Mr. Sanjai Boonma Chief Operating Officer Page 44

45 Top Ten Major Shareholders Major shareholders of the Company as of 16 March 2017, the book closing date for Annual General, are as follows: No. Name Amount of Shares held (Shares) Percentage of Paid-up Capital Thai Airways International Public Company Limited 245,000, Chulangkul Group 139,061, Mr. Natthaphol Chulangkul 75,500, Mr. Thaweechat Chulangkul 60,561, Mrs. Hathairat Chulangkul 3,000, Siam Commercial Bank Public Company Limited 21,530, Mr. Patee Sarasin 12,653, Sampattanaworachai Group 7,120, Mr. Suwit Sampattanaworachai 7,120, Mrs. Wanna Sampattanaworachai Jirathiwat Group 5,859, Dr. Tham Jirathiwat 2,900, Mr. Suttitham Jirathiwat 2,509, Mr. Prin Jirathiwat 450, Thai NVDR Company Limited 4,765, Social Security Office 3,084, Chinthammitr Group 2,875, Mr. Somkiat Chinthammitr 2,741, Miss Duangdao Chinthammitr 100, Mr. Somchart Chinthammitr 23, Mr. Sorawit Chinthammitr 6, Miss Sasiporn Chinthammitr 5, Jirawatwong Group 2,743, Mrs. Kesanee Jirawatwong 2,741, Mrs. Preeyada Jirawatwong 2, Total 444,693, Page 45

46 5. History of Capital Increase and Dividend Payment of the Previous 3 Years 5.1 Capital Increase Year Registered Capital before Changes Changes Registered Capital after Changes Paid-up Capital before Changes Changes Paid-up Capital after Changes / 1, / 1, Remark: / The Annual General Meeting of Shareholders 2017 passed a resolution to allot and offer 625,000,000 ordinary shares to existing shareholders of the Company in proportion to their shareholdings (Rights Offering), and allocate 156,250,000 newly issued ordinary shares to accommodate the exercise of NOK-W1 which is issued and allocated to existing shareholders who subscribed and have been allotted the newly issued ordinary shares. After the allocation, the registered capital of the Company will increase to the Baht 1,406,250,000, comprising of 1,406,250,000 shares with a par value of Baht 1 per share. 5.2 Dividend Payment Unit: Million Baht The Company has a policy to pay dividend at the rate of not less than 25 percent of its net profits on separate financial statements after deducting corporate income tax and statutory reserves. The 3-year historical dividend payment is as follows: Year Earnings per share (Baht) (0.75) 1.16 (4.47) Dividend per share (Baht) Dividend Payout (%) Remark: The ratio is based on the consolidated financial statements Page 46

47 Part - Summary of Financial Statement of Nok Airlines Public Company Limited Statement of Financial Position 31 December December December 2016 Million Baht % Million Baht % Million Baht % Assets Cash and cash equivalents 2, , , Temporary investment Trade and other receivables , , Inventories Refundable value-added tax Short-term aircraft deposits and 1, prepayments Other current assets Total Current Assets 5, , , Deposits at bank pledged as collateral Investment in Joint Venture Other long-term investment Leasehold improvement and equipment Intangible assets Deferred tax assets Long-term aircraft deposits and 1, prepayments Other non-current assets Total Non-Current Assets 1, , Total Assets 6, , , Liabilities Short-term loans financial institutions Trade and other payables 1, , , Deferred income from customer loyalty program Short-term provisions for aircraft maintenance Withholding tax payable Other current liabilities Total Current Liabilities 1, , , Long-term provisions for aircraft maintenance Employee benefit obligations Other non-current liabilities Total Non-Current Liabilities Total Liabilities 2, , , Authorized share capital,, ordinary shares at Baht per share Share premium 3, , , Page 47

48 Statement of Financial Position 31 December December December 2016 Million Baht % Million Baht % Million Baht % Retained earnings Appropriated Legal reserve Unappropriated (676.8) (9.5) (3,485.1) (58.1) Deficit from change in shareholding in (5.9) (0.1) (5.9) (0.1) (5.9) (0.1) a subsidiary Total 3, , Non-controlling interests (105.2) (1.5) (578.6) (9.6) equity 6, , , Source: Consolidated Audited financial statements for the year ended 31 December Statement of Comprehensive Income 31 December December December 2016 Million Baht % Million Baht % Million Baht % Passenger revenues 11, , , Service revenues , Other income Total Revenue 12, , , Costs of passenger and services 12, , , Selling expenses Administrative expenses Finance cost Total Expenses 12, , , Share of loss on investment in joint venture Loss before income tax (666.1) (5.5) (1,658.3) (11.6) (3,269.9) (19.3) Income tax expense (0.4) (0.0) Net loss for the year (665.7) (5.5) (1,664.5) (11.6) (3,270.0) (19.3) Actuarial Gains (losses) (12.0) (0.1) Tax on actuarial gains (losses) (0.2) (0.0) - (0.0) Total comprehensive loss for the year (654.2) (5.4) (1,662.3) (11.6) (3,281.8) (19.4) Loss attributable to Owners of the parent (460.1) (723.9) (2,808.3) (460.1) Non-controlling interests (194.1) (938.4) (473.5) (194.1) Loss per Share (Baht) (0.75) (1.16) (4.47) (0.75) Weighted average number of ordinary shares (million shares) Par value (Baht/Share) Source: Consolidated Audited financial statements for the year ended 31 December Page 48

49 Statements of Cash Flows (Unit: Million Baht 31 December December December 2016 Net cash provided by (used in) operating activities 2,450.20) (1,383.30) Net cash provided by (used in) investing activities 2, (131.66) Net cash provided by (used in) financing activities Effect of exchange rate on cash and cash equivalent 7.43 (5.50) Net increase (decrease) in cash and cash equivalent , (982.54) Beginning Cash 2, , , Ending Cash 2, , , Source: Consolidated Audited financial statement for the year ended 31 December Financial Ratios Unit 31 December December December 2016 Liquidity Ratios Average Collection Period /1 Days Average Holding Period /2 Days Period of Ticket Distribution in Advance /3 Times Disbursement Period /4 Days Cash Cycle /5 Days (34.5) (33.0) (29.5) Profitability Ratios Operating Profit Margin Before Fuel Cost /6 % Operating Profit Margin /7 % (5.5) (11.6) 19.3 EBITDAR Profit Margin /8 % Net Profit Margin /9 % (5.5) (11.6) (19.3) Return on Equity /10 % (11.3) (21.3) (170.1) Efficiency Ratios Return on Assets /11 % (10.4) (24.3) (49.9) Return on Fixed Assets /12 % (360.2) (594.3) (1,022.8) Asset Turnover /13 Times Financial Policy Ratios Debt to Equity Ratio /14 Times Debt Coverage Ratio /15 Times Dividend Payout /16 % Net Profits per Share /17 THB (0.75) (1.16) (4.47) Remark: /1 Average Collection Period is 360/Account Receivable Turnover Ratio /2 Average Holding Period is 360/Inventory Turnover /3 Period of Ticket Distribution in Advance is (Unearned Revenue/Total Core Revenue)*360 /4 Disbursement Period is 360/Account Payable Turnover Ratio /5 Cash Cycle is (Collection Period + Holding Period) - (Period of Ticket Distribution in Advance + Disbursement Period) /6 Operating Profit Margin Before Fuel Cost is (Operating Profit + Fuel Cost)/Total Revenue /7 Operating Profit Margin is Operating Profit/Total Revenue /8 EBITDAR Profit Margin is (Operating Profit + Lease of Aircraft Operation + Lease of Aircraft chartered Flight)/Total Revenue /9 Net Profit Margin is Net Profits /Total Revenue /10 Return on Equity is Net Profits /Average Equity /11 Return on Assets is Net Profits /Average total Assets Page 49

50 /12 Return on Fixed Assets is (Net Profits + Depreciation)/Average Net Equipment /13 Asset Turnover is Total Revenue/Average total Assets /14 Debt to Equity Ratio is Total Liabilities/Total Equity /15 Debt Coverage Ratio is (Operating Profit + Lease of Aircraft Operation)/Lease of Aircraft Operation /16 Dividend Payout is Dividend/Net Profits /17 Net Profits Per Share is Net Profits/Weighted Average Common Shares Page 50

51 Deposit into an issuer account only I/We... National I.D. card/ passport/ company registration no... For Individual Person 1. Place of Birth (Country) Second Nationality Permanent Address... Province/State/Region Country...Postal. For Juristic Person 1. Incorporated in (Country) FATCA Status*... (Please answer the attached questionnaire and fill in its result in this field) - In case of Passive NPFFE, please specify the % of U.S. shareholders/owners... - In case of PFFI, of RDCFFI, please specify GIIN Number... I/We request to deposit these securities with the Thailand Securities Depository (TSD) in the account of the issuing company. I/We hereby certify that the aforementioned statements are complete and true. Should TSD incur any direct or indirect damage, obligation or expense due to complying with my request as given above, I/we shall be fully responsible and shall unconditionally compensate TSD in full. In addition, I/We acknowledge that TSD may appear in this document disclosure to the organization having agreement with TSD and/or Government agencies that have the legal power to request such information. Signature...Securities holder (...) Phone no

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53 Suitability Assessment for Individual/JURISTIC PERSON... This Suitability Assessment Form will guide you in making a suitable choice that suit your investment. This information will be used for all of your accounts opened with the company and for any kind of capital market products. Please choose the statement that best describes your situation and complete every question. The questions are: What is your current age? (For Juristic Person, please consider (take, select) the oldest Authorized Person who sign in the account opening form.) (1) above 55 (2) 45 to 55 (3) 35 to 44 (4) below Do you intend to use the returns from your investments for daily expenses? (1) higher than 75 % of total income (2) between 50 to 75 % of total income (3) between 25 to 50 %of total income (4) below 25 % of total income 3. What is your current financial situation? (1) having assets less than liabilities (2) having assets equal to liabilities (3) having assets more than liabilities (4) having enough savings or investment for living after retirement 4. Do you have any investment experience or knowledge in any of the following securities (can select more than 1) (1) bank deposits (2) bank deposits, government debentures or government mutual funds (3) bank deposits, government debentures, government mutual funds debentures or debt mutual funds (4) bank deposits, government debentures, government mutual funds debentures, debt mutual funds, ordinary share, equity mutual funds or other high risk assets 5. How soon do you expect to need the money you are investing? (1) less than 1 year (2) 1 to 3 years (3) 3 to 5 years (4) more than 5 years 6. What is your main objective for investing? (1) focus on capital reservation and gaining of regular return - low return is acceptable (2) focus on regular return but taking some risks with partial capital loss is acceptable (3) focus on higher potential return but taking more risk on capital loss is acceptable (4) focus on highest return in a long term but taking risk on most of capital loss is acceptable 7. After considering the below sample rate of return from a particular investment, which group of investment are you most willing to invest in? (1) Group 1: a chance to gain 2.5% of return with no loss at all (2) Group 2: a chance to gain a maximum of 7% return but with potential of 1% loss (3) Group 3: a chance to gain a maximum of 15% of return but with potential of 5% loss (4) Group 4: a chance to gain a maximum of 25% of return but with potential of 15 % loss 8. If you choose to invest in the assets that may give you the highest possible rate of return but also give the highest loss, how do you feel? (1) I feel worried and panicked about the potential loss (2) I feel uncomfortable but likely understandable (3) I understand and a swing at a period of time is acceptable (4) I am not upset about the potential highest loss and I anticipate a positive higher return 9. You may feel worried if your investment declines-in which ratio? (1) 5% or less (2) more than 5% -10% (3) more than 10% - 20% (4) more than 20% 10. If last year you invested the amount THB 100,000 and you found out that your investment declined to THB 85,000 this year, what would you do? (1) be upset and demand to sell all remaining assets (2) be worried and change some part of my investment to a lower risk asset (3) I could tolerate holding out further and await recovery (4) I still believe and understand that investing in the long term is required. I will invest more at the same type of investment to average the investment. The answers from questions No. 11 and 12 below will be used as additional information for recommendation 11. If the investment in the derivatives and structured notes is successful, you will get the highest return. On the other hand, if it fails, you will lose all of your investment and you are required to pay a part of compensation. Do you accept this? (a) No (b) Partly (c) Yes 12. Apart from the investment risk, do you accept foreign exchange risk? (a) No (b) Partly (c) Yes Signed...Customer Signed...Investment Consultant Signed...Operation Officer Dated... Dated... Dated... WOP 006: Revised on January 2016

54 Total scores from questions no. (1) - (10) Scores Risk profile Level After obtaining your score, please see the below table to learn about the results of your suitability assessment and basic asset allocation. Types of investors Less than 15 1 Low Risk Investor. You are suitable to invest in: Deposits, short-term bond funds and Government bonds (more than one year maturity period) at > 60%,Debentures at < 20%, Equity Instruments at < 10% and Alternative Investments (includes commodities, Futures Contract) < 5% Moderate Risk Investor. You are suitable to invest in: Deposits, short-term bond funds at < 20%, Government bonds (more than one year maturity period) and Debentures at < 70%, Equity Instruments at < 20% amd Alternative Investments (includes commodities, Futures Contract) < 10% Significant Risk Investor. You are suitable to invest in: Deposits, short-term bond funds at < 10%, Government bonds (more than one year maturity period) and Debentures at < 60%, Equity Instruments at < 30% and Alternative Investments (includes commodities, Futures Contract) < 10% High Risk Investor. You are suitable to invest in: Deposits, short-term bond funds at < 10%, Government bonds (more than one year maturity period) and Debentures at < 40%, Equity Instruments at < 40%, Alternative Investments (includes commodities, Futures Contract) < 20% 37 or more 5 Extreme Risk Investor. You are suitable to invest in: Deposits, short-term bond funds at < 5%, Government bonds (more than one year maturity period) and Debentures at < 30%, Equity Instruments at > 60%, Alternative Investments (includes commodities, Futures Contract) < 30% Level of investment risk in any type of fund investment Risk profile Risk Level Category Details of major security investment Low 1 Money market fund which particularly invested domestically Having investment policy only in Thailand by means of investing in or holding a cash deposit account or bond or security or others asset or others interest according to the o redemption upon demand or due or with contract period not over 1 year from the date of investment or entered thereto and having the portfolio duration at any time not exceeding 3 months Medium to low 2 Money market fund Having investment policy partly invested in foreign countries but not exceed 50% of NAV by means of investing in or holding a cash deposit account or bond or security or others asset or others interest nd or due or with contract period not over 1 year from the date of investment or entered thereto and having the portfolio duration at any time not exceeding 3 months. 3 Government bond fund Having investment policy focuses on investing in government bond at least 80% of NAV in average in accounting period. 4 Fixed income fund Having investment policy on investing in general Fixed Income Fund Having investment policy on investing in general Fixed Income Fund. Medium to high 5 Balanced fund Having investment policy on investing in Equity fund and Fixed income fund. High 6 Equity fund Having investment policy on substantially investing in Equity fund at least 65% of NAV in average in accounting period. 7 Industrial Group Fund Having investment policy on investing particularly in Industry Group Fund at least 80% of NAV in average in accounting period Very high 8* Asset alternative fund Having investment policy on new alternative asset or complicated structure investment such as commodity/gold fund / oil fund / derivatives which is not for hedging include any instruments that have future-forward contract features in its element whom principal is not protected. REMARK 1. In the cases of mutual fund invested aboard without any FX protection in whole, seller must remind investor about FX risk to all cases regardless of the 2. Sale of very high risk fund, seller shall thoroughly provide advice to investors about the qualification and risk thereof in all case. In the case of Real Estate Fund, risk rating shall take the following factors into account: 1. Risk of real estate fund can be classified into level between 4 to The type of Freehold, Leasehold Infrastructure Fund such as Leasehold Fund has higher risk than Freehold Fund in the asset value which will escalated decrease according to the remaining period of that leased right or infrastructure fund which has more complexed features and exploited conditions than the Real Estate Fund. 3. Assets which is able to exploit or unable to exploit (under construction), the latter scenario has higher risk due to unpredictable event such as project delay or cost turn over. 4. The classification of Unit trust (infrastructure fund), such as equity tranche has higher risk than debt-like tranche in which has ranking of legally right similarity to creditor right. 5. Track record of invested real estate, in case of the real estate exploited for a certain period and had its own customers, this shall ease the potential assessment for exploitation and have lower risk in finding customer than the real estate which does not has track record. 6. Main tenant, such as, fund leases out directly to multiple tenants even though it has better opportunity to earn more rental but it has higher risk from the renewal of finding new customer than leasing out to one tenant who is the old tenant leased back the asset for subletting to others. 7. Criterion of exploitation, such as, to indicate fixed or varied rental fee (potential proportion to be received by the fund) which will directly impact the revenue of that fund. 8. Period of lease agreement and renewal thereof, such as, the long term contract with the official registration will have lower risk in finding tenant than the short-term lease agreement (not exceed 3 years). 9. Income guarantee and the capability of guarantor in compliance with the contract of suretyship, such as arrangement of bank guarantee to be issued by commercial bank covering the Period of guarantee and financial amount which cover for the period of bank guarantee (such as the period of guarantee is 3 years, the financial amount equal to the sum of income Which will be received in 3 years) shall have lower risk than the bank guarantee issued on annual basis.

55 Debt Instrument Risk profile Risk Level TYPE OF DEBT INSTRUMENT WHICH IS ABLE TO INVEST Low 1 THE REMAIN PERIOD OF DEBT SECURITY MEDIUM TO LOW MEDIUM TO HIGH 2 TYPE OF INSTRUMENT < 1 YEAR OR FRN 1-5 YEARS >5 YEARS 3 Government debt instruments Debenture with credit rating AA- or above Debenture with credit rating A+ or AA Debenture with credit rating debenture with credit rating BBB+ /BBB / BBB Derivatives debenture or debenture with security / share index or debt instrument / interest rate as the underlying widespread within domestic and has principal guarantee not less 100% 5 Hybrid bond Debt instrument in which entitles right to the issuer to redeem before due date HIGH 6 Private debenture in which has credit rating below investment grade 7 Private debenture in which not has credit rating private debenture in which not has credit rating VERY HIGH 8 Derivatives debenture or debenture in which has principal guarantee below 100% or have others underlying which are not security / share index or debt instrument/ interest rate that widespread within domestic. or Financial instrument in which be classed as additional Tier 1 * or Financial instrument in which be classed as l Tier 2 * For financial instrument type Additional Tier 1 and Tier 2, Seller must notify investor of the following: risk, feature, and difference in each type (Tier1 and Tier2) such as condition of interest payment, conversion to equity, decreasing of instrument value and Bad debt Write-off (in case of Trigger events) In the case of debt instrument with short-term credit rating reference, seller shall refer to short-term and long-term period of credit rating as per the following table and then compare with risk level table for the analysis of outcome Short Term Credit Rating Long -Term Credit Rating TRIS Rating Fitch Thailand instrument with credit rating AA- or above T1 F1+ instrument with credit rating A+ or AA- T2 F1 instrument with credit rating BBB+ /BBB / BBB- T3 F2, F3 instrument with credit rating below investment grade T4 B, C The company' s disclaimer The customer agrees to provide staff of the securities company his/her information used for his/her suitability assessment of level of investment risk. The customer acknowledges that he/she has completed the questionnaire for his/her own benefit and to learn about his/her acceptable investment risk results. The level of the customer's investment risk is assessed only from the information provided by the customer to the officer of the securities company. It does not mean that the securities company accepts the accuracy, completeness or creditability of the information provided by the customer or the results. nvestment risk and informs the customer of his/her results of investment risk assessment, it shall be deemed that the customer has acknowledged the results of his/her assessment (processed from the data provided by the customer) and his/her level of investment risk. The customer shall carefully study all information on investment (including warnings on the investment and the investment risk and the customer should seek advice on the investment from a qualified person) along with the results of the investment risk assessment in order to exercise proper judgment in making an informed decision when investing in securities, futures contract, instruments or any other type of investment suiting the cus related to investment or any instruments received from a representative of the securities company (if any) are part of the information provided to support the customer in exercising his/her judgment for making a decision only. The customer exercises his/her own judgment in making a decision which is not binding upon the results of his/her assessment and which is not in accordance with the level of investment risk as appeared in this assessment. The customer also agrees to accept his/her own risk of investment. In the case where the customer agrees to invest at a higher level of investment risk than as appeared in his/her own assessment, it shall be deemed that the customer agrees to accept such risk at his/her own choice. The customer agrees that his/her investment process may not be in accordance with the results of assessment and that the investment process is uncertain and able to be different from the results assessed. The securities company, executives and its officers are not liable to and not responsible for any damages that may be caused by the investment of the customer. The Company reserves the right to amend, modify or change the form of the investment risk assessment of the customer and the assessment results and related information without any advance notice given. This assessment form and any related processing and information are provided for investors in Thailand only. The customer has read the above warnings and related information, and the customer has thoroughly understood and agreed upon such warnings, terms and conditions.

56

57 SELF DECLARE Date Account No.... Name & Surname Mr./Mrs.//Miss Nationality.... Date of Birth....../....../... Age Years I.D. Card Civil Servant I.D. Card Passport Other (Please specify) No. Issued Date.. / /.. Expiry Date /../.. Political Position No Yes Source of Fund Thailand Other country (Please specify) Criminal History Record under the Money Laundering Act within the last three years No Yes (Please specify)... In (B.E.) Marital Status Single Married Divorced Widow Spouse s Personal Information Name & Surname Mr./Mrs./Miss... I.D. Card Civil Servant I.D. Card Passport No Office name Type of Business.. Political Position No Yes Source of Fund Thailand Other country (Please specify) Occupation Civil Servant State Enterprise Employee Bank/Financial Institution Employee Engineer Company Employee Business Entrepreneur Broker Employee Police Officer/Soldier Teacher/Lecturer Architect Nurse Pharmacist Lawyer Judge/Prosecutor Doctor Sales Agent Other.. Source of fund for investment.. For Business Entrepreneur, Business Name... Monthly Income Baht Type of Business Unauthorized Lending Electric Appliance Armament Manufacturer/Weapons Agent Real Estate/Construction/Contracting Law Firm Money Transfer Service Service/Hospital/Restaurant Food/Beverage Transportation/Communication/Utility Gold/Jewelry Store Electronic Equipment Printing/Paper Exceeding Bt100 Million Not Exceeding Bt100 Million Medical Supplies/Chemical Supplies Recruitment Agency Finance/Bank/Insurance Vehicle/Spare Parts Money Exchange Agency Entertainment/Hotel Plastic/Petrochemical Products Casino and Gambling Textile/Leather Department Store/Super Market/Retail Antique Shop Agriculture/Farming Tour Guiding/Travel Agent Entertainment Place Other.

58 Information of Beneficiary Owner / Controlling Person / Authorized Representative Ultimate Beneficiary Owner 1 No Yes Name & Surname Mr./Mrs./Miss... Relationship.... I.D. Card Civil Servant I.D. Card Passport No Current Address... Country Place of Work Country Political Position No Yes Source of Fund Thailand country... Ultimate Controlling Person 2 No Yes Name & Surname Mr./Mrs./Miss... Relationship.... I.D. Card Civil Servant I.D. Card Passport No Current Address... Country Place of Work Country Political Position No Yes Source of Fund Thailand country... Authorized Representatives No Yes 1. Name & Surname Mr./Mrs./Miss... Relationship I.D. Card Civil Servant I.D. Card Passport No Current Address... Country Place of Work Country Political Position No Yes Source of Fund Thailand country Name & Surname Mr./Mrs./Miss... Relationship.... I.D. Card Civil Servant I.D. Card Passport No Current Address... Country Place of Work Country Political Position No Yes Source of Fund Thailand country I hereby certify that the above information provided to Asia Plus Securities Company Limited is true and correct and it is counted as the part of the Agreement to Appoint Securities Brokerage for Trading of Securities and / or the Agreement to Appoint Futures Agent which I have signed the Agreement(s) with the Company. I hereby affix my signature. Signed...Customer 1Ultimate Beneficial owner means an individual person who ultimately owns or controls the client or on whose behalf a transaction or activity is being conducted. 2Ultimate controlling person means an individual person who ultimately has a control or decision-making power over the client s account or transaction being conducted. Mod 68.1 kyc บ คคลธรรมดา E revised September 2016

59 SELF DECLARE Date... Corporate Account No... Juristic Person Name Date of Registration.../.../... Registration No.... Country Type of Juristic Person Limited Partnership / Registered Ordinary Partnership Company registered in Thailand Foreign Juristic Person or Representative Office of Foreign Juristic Person Company listed on the Stock Exchange of Thailand or an overseas stock exchange that complies with the FATF recommendations Thai Financial Institution not listed on the Stock Exchange of Thailand (Not include an Omnibus Account) Overseas Financial Institution not listed on an overseas stock exchange (Not including an Omnibus Account) Omnibus Account and Fund registered in Thailand Omnibus Account and Fund registered overseas Joint Venture Association / Foundation School / Educational Institution Government Organization / Public Organization / State Enterprise Others... Type of Business Unauthorized Lending Electric Appliance Armament Manufacturer/Weapons Agent Real Estate/Construction/Contracting Law firm Money Transfer Service Service/Hospital/Restaurant Food/Beverage Transportation/Communication/Utility Gold/Jewelry Store Electronic Equipment Printing/Paper Exceeding Bt100 Million Not Exceeding Bt100 Million Medical Supplies/Chemical Supplies Recruitment Agency Finance / Banking / Insurance Vehicle / Spare Parts Money Exchang Agency Entertainment / Hotel Plastic / Petrochemical Products Casino and Gambling Department Store/Super Market/Retail Textile / Leather Antique Shop Agriculture / Farming Tour Guiding / Travel Agent Entertainment Place Others Office Address No. Building Road..Sub District. District..Province Post code. Country.. Telephone.Fax

60 Disciplinary Record in Money Laundering for the last three years No Yes. Type of disciplinary record Year... Director or Authorized Person to Act on Behalf of the Company in Account Opening 1. Name and Surname Mr./Mrs./Miss... Nationality.. I.D. Card Civil Servant I.D. Card Passport No Current address. Country. Telephone. Political Position No Yes 2. Name and Surname Mr./Mrs./Miss... Nationality.. I.D. Card Civil Servant I.D. Card Passport No Current address. Country. Telephone. Political Position No Yes Top Ten Major Shareholders (Latest Updates) Name and Surname Nationality Percentage of shares held (%) Shareholder Structure 1.List of major shareholders holding at least 30 percent stake (1).. (3).. (2).. (4).. 2.List of major shareholders holding at least 50 percent stake in the juristic persons in 1. (1).. (3).. (2).. (4).. 3.List of major shareholders holding at least 50 percent stake in the juristic persons in 2. (1).. (3).. (2).. (4)..

61 Personal Information of Major Shareholders Listed above In Case of an Ordinary Person, please fill in following information. 1. Name & Surname Mr./Mrs./Miss I.D. Card Civil Servant I.D. Card Passport No Nationality.Country (as current address). 2. Name & Surname Mr./Mrs./Miss I.D. Card Civil Servant I.D. Card Passport No Nationality.Country (as current address). 3. Name & Surname Mr./Mrs./Miss I.D. Card Civil Servant I.D. Card Passport No Nationality.Country (as current address). In Case of a Juristic Person, please fill in following. 1.Name of Juristic Person Authorized Director 1) Name & Surname Mr./Mrs./Miss I.D. Card Civil Servant I.D. Card Passport No Nationality.Country (as current address). 2) Name & Surname Mr./Mrs./Miss I.D. Card Civil Servant I.D. Card Passport No Nationality.Country (as current address). 2. Name of Juristic Person Authorized Director 1) Name & Surname Mr./Mrs./Miss I.D. Card Civil Servant I.D. Card Passport No Nationality.Country (as current address). 2) Name & Surname Mr./Mrs./Miss I.D. Card Civil Servant I.D. Card Passport No Nationality.Country (as current address). 3. Name of Juristic Person Authorized Director 1) Name & Surname Mr./Mrs./Miss I.D. Card Civil Servant I.D. Card Passport No Nationality.Country (as current address). 2) Name & Surname Mr./Mrs./Miss I.D. Card Civil Servant I.D. Card Passport No Nationality.Country (as current address).

62 Information of Beneficiary Owner / Controlling Person / Authorized Representative Ultimate Beneficiary Owner 1 No Yes Name & Surname Mr./Mrs./Miss....Relationship.. I.D. Card Civil Servant I.D. Card Passport No Nationality Current Address...Country Place of Work...Country Political Position No Yes Source of Fund from Thailand country... Ultimate Controlling Person 2 No Yes Name & Surname Mr./Mrs./Miss....Relationship.. I.D. Card Civil Servant I.D. Card Passport No Nationality Current Address...Country Place of Work...Country Political Position No Yes Source of Fund from Thailand country... Authorized Representatives No Yes 1.Name & Surname Mr./Mrs./Miss....Relationship.. I.D. Card Civil Servant I.D. Card Passport No Nationality Current Address...Country Place of Work...Country Political Position No Yes Source of Fund from Thailand country... 2.Name & Surname Mr./Mrs./Miss....Relationship.. I.D. Card Civil Servant I.D. Card Passport No Nationality Current Address...Country Place of Work...Country Political Position No Yes Source of Fund from Thailand country... 1 Ultimate Beneficial owner means an individual person who ultimately owns or controls the client or on whose behalf a transaction or activity is being conducted. 2 Ultimate Controlling person means an individual person who ultimately has a control or decision-making power over the client s account or transaction being conducted. I hereby certify that the above information provided to Asia Plus Securities Company Limited is true and correct and it is counted as the part of the Agreement to Appoint Securities Brokerage for Trading of Securities and / or the Agreement to Appoint Futures Agent which I have signed the Agreement(s) with the Company. I hereby affix my signature. Signed...Customer Mod 78.1 kyc น ต บ คคล E revised April 2015

63 For Individual Customer ( ) 4 This form is provided to Asia Plus Securities Company Limited and its parent company and affiliated companies including their financial business group parties referred to in Part 4 of this form and it shall be deemed that all of them are also the Receiver of this form. /Date / / / Name/Name of user of the financial service Nationality(ies) /Please specify all nationalities that ( / / ) you hold. ( ) ( ) Thai Citizen ID Card No. Passport No. (Non-Thai only) 1 Part 1 Status of Customer Please check the appropriate boxes corresponding to your status ( FATCA W-9) (If you check in any one box, you are deemed to be US Person by FATCA Regulation. Please complete Form W-9) 1 Are you a U.S. Citizen? 1.1 / U.S. Person Status cheek ( ) You must answer if you are a U.S. citizen even though you reside outside of the U.S. You must answer if you hold multiple citizenships, one of which is U.S. citizenship. You must answer "Yes" if you were born in the U.S. (or U.S. Territory) and have not legally surrendered U.S. Citizenship. Are you a holder of any U.S. Permanent Resident Card (e.g. Green Card)? ( ) U.S. Account Non U.S. Account / Form for Declaration of Status as a U.S. Person or Non-U.S. Person /Yes /No 2 /Yes /No You must answer if the U.S. Citizenship and Immigration Service (USCIS) has issued a U.S. Permanent Resident Card to you, regardless of whether or not such card has expired on the date you complete and sign this form. You should answer "No" if such card has been officially abandoned, revoked, or relinquished as of the date you sign and complete this form. Form No. FATCA 01 Revised August

64 3 Are you a U.S. resident for U.S. tax purposes? /Yes /No Substantial Physical Prese 183 (Internal Revenue Service: IRShttp:// You may be considered a U.S. resident if you meet the Substantial Physical Presence Test for instance, during the current year, you were present in the U.S. for at least 183 days. For more details, please refer to the information on the / Additional Questions ( 1 3 W-9 ) (Please skip this part if you have identify yourself as US person in the question 1-3 above, but you have to submit W9) ( W-8BEN (If you check in any one box, please complete Form W-8BEN and provide supporting document(s)) (1) ( ) A copy of Thai Citizen ID card ( or passport in case you are not a Thai citizen which indicate that you are not a US Person) and (2) - Certificate of Loss of Nationality of the United States below 4 ) Were you born in the U.S. (or U.S.Territory) but have legally surrendered U.S. citizenship? 5 / Do you have a current U.S. residence address or U.S. mailing address in contacting with the Receiver) 6 7 / / Do you have U.S. telephone number for contacting you or another person in relation to the account opened with or through or maintained with the Receiver? / / Do you have standing instructions to transfer funds from the account opened with or through or held with the Receiver to an account maintained in the U.S.? 8 / / Do you have a power of attorney or signatory authority for the account opened with or through or held with the Receiver granted to person with U.S. address? /Yes / / No /Yes / / No /Yes / / No /Yes / / No /Yes / / No 2 Part 2 Confirmation and Change of Status 1. You confirm that the above information is true, correct, accurate and complete. 2. W-9 / You acknowledge and agree that if you are a U.S. Person but the information provided on this form or Form W-9 is false, inaccurate or incomplete, the Receiver shall be entitled to terminate, at its sole discretion, the entire or part of banking/business relationship with you may be deemed appropriate by the Receiver / / You agree to notify and provide relevant documents to the Receiver within 30 days after any change in circumstances that causes the information provided in this form to be incorrect, or after the date that the Receiver has requested for additional document/ information/ consent / You acknowledge and agree that failure to comply with item 3 above, or your providing of any false, inaccurate or incomplete information as to your status, shall entitle to the Receiver to terminate, at its sole discretion, the entire or part of banking/business relationship with you may be deemed appropriate by to the Receiver. 2

65 3 Part 3 Authorization for information disclosure and account withholding You hereby irrevocably authorize to the Receiver to: 1. ( FATCA ) / (Internal Revenue Service: IRS) FATCA ( ) - / / / / IRS disclose to the group companies of the Receiver (in compliance with FATCA law and any other laws), tax authorities, and any other local and foreign government authorities, including the U.S. Internal Revenue Service (IRS), your name, address, taxpayer identification number, account number, FATCA compliance status (compliant or recalcitrant), account balance or value, the payments made into or from the account, account statements, the amount of money, the type and value of financial products and/or other assets held with or account opened through the Receiver, as well as the amount of revenue and income and any other information regarding the banking/business relationship which may be requested or required by the group companies of the Receiver, domestic and/or foreign tax authorities or any other authorities, including the IRS; and 2. / IRS / withhold from your account opened with/through the Receiver and/or the income derived from such account in the amount as required by the local and/or foreign tax authorities, including the IRS, pursuant to the laws and/or regulations, including any agreements between the Receiver and such tax authorities. 3. (U.S. person) / If you fail to provide the information required to determine whether you are a U.S. person, or to provide the information required to be reported to the Receiver, or if you fail to provide a waiver of a law that would prevent reporting, the Receiver shall be entitled to terminate, at its sole discretion, the entire or part of banking/business relationship with you as may be deemed appropriate by the Receiver. 4 Part 4 ( / ) / / ( ) / ( 1. / / 2. / /, 3., 4. ) / ( ) ( FATCA ) / / this same type of document/ information/ consent to each and every company and financial institution that the customer open account/ with through the Receiver; You hereby acknowledge and agree that any of following person(s) (i.e., 1. any asset management company/fund/ any financial institution with whom you open deposit account or securities trading account or using any financial service directly with or through the Receiver 2. the distributors /agents / and other person (s) related to the aforesaid funds/asset management company / financial institution, 3 any member of Financial Business Group of the Receiver, and 4 the agents or related persons or affiliated company of the all the aforesaid persons) at present or in future to use any documents, information, affirmation, consent related to identification and disclosure or withholding, as mentioned and referred to in this document (hereinafter referred to as the ts and Information to each of those aforesaid person (s) yourself.you further hereby authorize those person (s) to use / provide / share such Document and Information among themselves. / By signing in the space below, I hereby acknowledge and agree to the terms and conditions specified herein, including the permitting the disclosure of information, account withholding and termination of banking/business relationship. Signature of Applicant Date Investment Consultant Date 3

66

67 ก 1 U.S. Account 1 Non U.S. For Entity Customer ( ) 4 This form is provided to Asia Plus Securities Company Limited and its parent company and affiliated companies including their financial business group (individually or collectively shall be hereinafter referred as the Receiver ) for the benefit of the Receiver and the third parties referred to in Part 4 of this form and it s shall be deemed that all of them are also the Receiver of this form. Date / / Customer s Information / representation / and agreement / /.. / / ( ) Name of Organization/Entity/Company of Applicant / Entity User of financial service (The Customer ) / Form for Declaration of Status as a U.S. Person or Non-U.S. Person FATCA GIIN For financial institutions under the definition of FATCA that have a GIIN GIIN / Customer GIIN / Country of Incorporation /Registration or Organization / Entity Registration Number (Sponsored Entity) GIIN (Sponsoring Entity) / If the customer is Sponsored Entity, please provide the name and GIIN of Sponsoring Entity / Name on Sponsoring Entity.. GIIN / GIIN of Sponsoring Entity / Thai Tax ID ( ) Foreign Tax Identification Number(s) (please outline all if any) /ID.. /Country... /ID.. /Country... /ID.. /Country... 1 Part 1 (Status of Applicant) Please check the appropriate boxes corresponding to your status / US Person status W-9 (If you check Yes, please complete Form W-9. If you check No, please complete the next section.) 1 ( ) /Yes /No Is the customer a U.S. entity (an entity that has registered or has been incorporated in the U.S.)? W-8BEN-E (If you check Yes in any one box, please complete Form W-8BEN-E.) 2 FATCA /Yes /No Is the customer a financial institution under the definition of FATCA? Form No. FATCA 02 Revised August

68 / ( /Yes /No 3 ) Is the customer a Passive NFFE, i.e, an entity who either, has earned passive income (income from holding financial Securities and deposits, and etc. Please see the definition in Glossary of key terms ) equal to or more than 50% of total gross income, or held asset that generate passive income equal to or more than 50% of total asset, in the preceding fiscal calendar year? You should answer No if you are an entity that falls within the definitions provided in items below. 3.1 / FATCA An Exempt Beneficial Owner under FATCA, e.g., Governmental Entity, International Organization or Central Bank. 3.2 FATCA 24 An entity that is Excepted Non-Financial Foreign Entity under FATCA e.g., a publicly traded entity and its affiliates, a non-profit organization, association, foundation, or an entity that is a non-financial start-up company that has been organized less than 24 months 2 Part 2 (Confirmation and Change of Status) 1. The Customer confirms that the information provided by the customer in this form is true, correct, accurate and complete. 2. W-9 / The Customer acknowledges and agrees that if the customer is a U.S. person but the information provided on this form or Form W-9 is false, incorrect, or incomplete, The Receiver shall be entitled to terminate, at its sole discretion, the entire or part of banking/business relationship with the customer or part of such relationship as the Receiver may deem appropriate / / The Customer agrees to notify and provide relevant documents to the Receiver within 30 days after any change in circumstances that causes the information provided in this form to be incorrect, or after the date that the Receiver has requested for additional document/ information/ consent / The Customer acknowledges and agrees that failure to comply with item 3 above, or provision of any false, incorrect or incomplete information as to the customer s status, shall entitle the Receiver to terminate, at its sole discretion, the entire banking/business relationship with the customer or part of such relationship as the Receiver may deem appropriate. 3 (Authorization for information disclosure and account withholding) Part 3 The Customer hereby irrevocably authorizes the Receiver to: 1. / (Internal Revenue Service: IRS) FATCA ( ) - / / / IRS disclose to domestic and/or foreign tax authorities, including the U.S. Internal Revenue Service (IRS), the customer s name, address, taxpayer identification number, account number, FATCA compliance status (i.e., compliant or recalcitrant), account balance or value, the payments made into or from the account, account statements, the amount of money, the type and value of financial products and/or other assets held with the Receiver or account opened through, as well as the amount of revenue and income and any other information regarding the banking/ business relationship which may be requested or required by domestic and/or foreign tax authorities, including the IRS; and 2

69 2. / / IRS / withhold from the customer s account and/or the income derived from or through the Receiver in the amount as required by the domestic and/or foreign tax authorities, including the IRS, pursuant to the laws and/or regulations, and any agreements between the Receiver and such tax authorities, 3. (U.S. Reportable Account) Non-Participating FFI / If the customer fails to provide the information required to determine whether the customer are a U.S. Reportable Account, or to provide the information required to be reported to the Receiver, or if the customer fail to provide a waiver of a law that would prevent reporting, or the customer provide the status as a Non-Participating FFI, the Receiver shall be entitled to terminate, at its sole discretion, the entire banking/business relationship, or part of such relationship with the customer, as the Receiver may deem appropriate. 4 Part 4 Customer s authorization for the third parties to use this form,information disclosure, consent and agreement in this form / / ( ) / ( ) ( 1. / / 2. / /, 3., 4. ) / ( ) ( FATCA ) / / In consideration of the customer s convenience and to reduce the customer s burden of having to repetitively submit this same type of document/ information/ consent to each and every company and financial institution that the customer open account/ with through the Receiver; the customer hereby acknowledge and agree that any of following persons(including entity person) (i.e., 1. any asset management company/fund/ any financial institution with whom the customer open deposit account or securities trading account or using any financial service directly with or through the Receiver 2. the distributors /agents / and other person (s) related to the aforesaid funds/asset management company / financial institution, 3 any member of Financial Business Group of the Receiver, and 4 the agents or related persons or affiliated company of the all the aforesaid persons) at present or in future to use any documents, information, affirmation, consent related to identification and disclosure or withholding, as mentioned and referred to in this document (hereinafter referred to as the Document and Information ) in accordance with any applicable laws (FATCA and AML/CTF) as if the customer have provided such Documents and Information to each of those aforesaid person (s) by the customer s self.the customer further hereby authorize those person (s) to use / provide / share such Document and Information among themselves. / By signing in the space below, I hereby acknowledge and agree to the terms and conditions specified herein, which include permitting the disclosure of information, account withholding and termination of banking/business relationship. ( ) Applicant s Signature ( ) / Attachment (if any) / This part is for officer of the Receiver s use only W-9 W-8BEN-E (Investment Consultant) Authorized Person 3

70 (Glossary of key terms) FATCA Form ( FATCA Form) (U.S. IRS) (Entity) - (U.S. Person) - - (i) (ii) FATCA FATCA Foreign Account Tax Compliance Act FATCA (Foreign Financial Institution) - FATCA / (Passive Income) - ( ) (Royalties) (Annuities) Swap NFFE - Non-Financial Foreign Entity FATCA (Active Non-Financial Foreign Entity) - (1) / (passive income) 50 / 50 (2) (3) (U.S. Territory) 4

71 (4) ( ) ( ) (5) ( ) ( ) (6) 24 (7) 5 (8) (hedging) (9) (10) (10.1) (10.2) (10.3) (10.4) (10.5) (Related Entity) (e)(2) 5

72 Glossary of key terms This document is a summary for information purposes only and general in nature. It should not be considered as tax or legal advice. TMB makes no guarantee of its accuracy and completeness and is not responsible for any errors, nor shall TMB be liable for any loss that results from reliance upon this information. If you have any questions regarding your organization s status or U.S. IRS Forms, please seek advice from qualified U.S. tax advisor. Entity - means a legal person or a legal arrangement, which is not a natural person. U.S. Person - For federal tax purposes, an entity is considered a U.S. Person if it is: A partnership or corporation incorporated or organized in the United States or under the laws of the United States or any State thereof, A trust if - (i) a court within the United States would have authority under applicable law to render orders or judgments concerning substantially all issues regarding administration of the trust, and (ii) one or more U.S. persons have the authority to control all substantial decisions of the trust, or An estate of a decedent that is a citizen or resident of the United States FATCA FATCA is an abbreviation of Foreign Account Tax Compliance Act. This United States tax legislation is aimed at identifying U.S. Persons that have financial assets outside of the United States. By December 31, 2014, the government of the Thailand is expected to have concluded an agreement with the government of the United States related to FATCA with respect to the exchange of information regarding: U.S. Persons who have financial assets in the Thailand, and Thai taxpayers who have financial assets in the United States. Financial Institution - means a Custodial Institution, a Depository Institution, an Investment Entity, or a Specified Insurance Company as defined under FATCA. Passive Income - refers generally to the portion of gross income that consists of: Dividends and dividend substitute payments (income equivalent to dividend); Interest and income equivalent to interest Rents and royalties, other than rents and royalties derived in the active conduct of a trade or business conducted, at least in part, by employees of the NFFE; Annuities; Income from swap-contracts; Rental income of real estate property provided that this income can be obtained by performing little to no activity. NFFE - is an abbreviation of Non-Financial Foreign Entity, i.e., the entity which is non-financial institution by the definition of FATCA Active Non-Financial Foreign Entity (Active NFFE) - means any NFFE that meets any of the following criteria: (1) Less than 50 percent of the NFFE s gross income for the preceding calendar year or other appropriate reporting period is passive income and less than 50 percent of the assets held by the NFFE during the preceding calendar year or other appropriate reporting period are assets that produce or are held for the production of passive income; (2) The stock of the NFFE is regularly traded on an established securities market or the NFFE is a Related Entity of an Entity the stock of which is traded on an established securities market; (3) The NFFE is organized in a U.S. Territory and all of the owners of the payee are bona fide residents of that U.S. Territory; 6

73 (4) The NFFE is a non-u.s. government, a political subdivision of such government (includes a state, province, country, or municipality), or a public body performing a function of such government or a political subdivision thereof, a government of a U.S. Territory, an international organization, a non-u.s. central bank of issue, or an Entity wholly owned by one or more of the foregoing; (5) Substantially all of the activities of the NFFE consist of holding (in whole or in part) the outstanding stock of, or providing financing and services to, one or more subsidiaries that engage in trades or businesses other than the business of a Financial Institution, except that an NFFE shall not qualify for this status if the NFFE functions (or holds itself out) as an investment fund, such as a private equity fund, venture capital fund, leveraged buyout fund or any investment vehicle whose purpose is to acquire or fund companies and then hold interests in those companies as capital assets for investment purposes; (6) The NFFE is not yet operating a business and has no prior operating history, but is investing capital into assets with the intent to operate a business other than that of a Financial Institution, provided that the NFFE shall not qualify for this exception after the date that is 24 months after the date of the initial organization of the NFFE; (7) The NFFE was not a Financial Institution in the past five years, and is in the process of liquidating its assets or is reorganizing with the intent to continue or recommence operations in a business other than that of a Financial Institution; (8) The NFFE primarily engages in financing and hedging transactions with or for Related Entities that are not Financial Institutions, and does not provide financing or hedging services to any Entity that is not a Related Entity, provided that the group of any such Related Entities is primarily engaged in a business other than that of a Financial Institution; (9) The NFFE is an excepted NFFE as described in relevant U.S. Treasury Regulation; or (10) The NFFE meets all of the following requirements: (10.1) It is established and operated in its country of residence exclusively for religious, charitable, scientific, artistic, cultural, athletic, or educational purposes; or it is established and operated in its jurisdiction of residence and it is a professional organization, business league, chamber of commerce, labor organization, agricultural or horticultural organization, civic league or an organization operated exclusively for the promotion of social welfare; (10.2) It is exempt from income tax in its country of residence; (10.3) It has no shareholders or members who have a proprietary or beneficial interest in its income or assets; (10.4) The applicable laws of the NFFE s country of residence or the NFFE s formation documents do not permit any income or assets of the NFFE to be distributed to, or applied for the benefit of, a private person or non-charitable Entity other than pursuant to the conduct of the NFFE s charitable activities, or as payment of reasonable compensation for services rendered, or as payment representing the fair market value of property which the NFFE has purchased; and (10.5) The applicable laws of the NFFE s country of residence or the NFFE s formation documents require that, upon the NFFE s liquidation or dissolution, all of its assets be distributed to a governmental entity or other non-profit organization, or escheat to the government of the NFFE s country of residence or any political subdivision thereof. Related Entity - An entity is a Related Entity of another entity if either entity controls the other entity, or two entities are under common control. For this purpose control includes direct or indirect ownership of more than 50 per cent of the vote or value in an entity. Notwithstanding the foregoing, Thailand may treat an entity as not a Related Entity of another entity if the two entities are not members of the same expanded affiliated group. 7

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75 Enclosure 5 Power of Attorney For Subscription of Newly Issued Ordinary Shares of Nok Airlines Public Company Limited 30 THB Stamp Duty Made at Date. Identification Card No./Passport No. Registration No. Residing at No. Khet Country.. Postal Code am a shareholder of Nok Airlines Public Company Limited (the Company holding shares with the Shareholder Registration No.. entitling the subscription rights and warrant to Purchase the Ordinary Shares of Nok Airlines Public Company Limited No.1 (NOK-W1) of Shares as appeared in the Certificate of the Subscription Entitlement issued by the Thailand Securities Depository Company Limited attached herewith. I hereby authorize and appoint (Mr./Mrs./Ms.) Identification Card to be my lawful and legal Attorney for and warrant to purchase the ordinary shares of the Company (NOK- W1) shares, to act in my name and on my behalf, to deliver necessary documents, to execute and amend the Subscription Form for Newly Issued Ordinary Shares with Warrant to Purchase Ordinary Shares No.1 (NOK-W1) of Nok Airlines Public Company Limited, to make payment for the share subscription and any other payments and to do all necessary lawful acts for the purpose of consummating the share and warrant subscription. This Power of Attorney has become effective since the date of this Power of Attorney. I hereby ratify and confirm whatsoever the Attorney shall lawfully do or cause to be done by virtue of this Power of Attorney as if I have done the same by myself. In witness whereof, this Power of Attorney has been executed by the Grantor, the Attorney and the Witness. Grantor Witness Remark: Documents to be submitted: 1. A certified true copy of Identification Card of the Grantor and/or a copy of the Affidavit of Incorporation of the Grantor (with the issuance date of no more than 6 month) certified true by directors authorized to bind the Company together with the certified true copies of the Identification Cards of such authorized directors of the Grantor 2. A certified true copy of the Identification Card of the Attorney

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