Nok Airlines Public Company Limited

Transcription

1 Enclosure 2 Nok Airlines Public Company Limited Notice of the Allocation of Newly Issued Ordinary Shares of the Company to the Existing Shareholders (Rights Offering) Subscription Period October 2017

2 Part 1- Information Regarding the Allocation of Newly Issued Ordinary Shares 1. Name and Address of the Company Name : Nok Airlines Public Company Limited Location : 183 Rajanakarn Building, 17 th Floor, South Sathorn Road, Yannawa, Sathorn, Bangkok Website : 2. Date and Number of the Board of Directors Meeting and the Shareholders Meeting that Approved the Allocation of Newly Issued Ordinary Shares The Board of Directors Meeting : No. 8/2017 on 10 August 2017 The Extraordinary General Shareholders Meeting : Extraordinary General Shareholders Meeting No. 1/2017 on 20 September Details of the Allocation of Newly Issued Ordinary Shares The Extraordinary General Shareholders Meeting No. 1/2017 of Nok Airlines Public Company Limited ( the Company ) held on 20 October 2017 at 9.00 AM, at Jupiter Room, 3rd Floor, Miracle Grand Convention Hotel has passed a resolution to allocate the newly issued ordinary shares of the Company not exceeding 1,135,999,882 shares with a par value of Baht 1 each. The allocation of newly issued ordinary shares not exceeding 1,135,999,882 shares shall be offered to existing shareholders of the company in proportion to their shareholding (Rights offering) at the ratio of 1 existing ordinary share to 1 newly issued ordinary share at the offering price of Baht 1.50 per share. The existing shareholders who entitled to receive the Rights Offering shall be the shareholders whose names appear in the share register book on 28 September 2017 (Record Date), whereby the Company shall close its share register book on 29 September 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 October 2017 (total 5 business days). The details of share issuing and offering are as follows: Type of shares Registered capital Registered capital after capital increase (including the exercise of NOK-W1) Current paid-up capital Amount of capital increase (in case existing shareholders subscribe all of : Ordinary shares : Baht 1,292,249,882 divided into 1,292,249,882 ordinary shares with the par value of Baht 1 per share : Baht 2,499,249,882 divided into 2,499,249,882 ordinary shares with the par value of Baht 1 per share /1 : Baht 1,135,999,882 divided into 1,135,999,882 ordinary shares with the par value of Baht 1 per share : Baht 1,135,999,882 divided into 1,135,999,882 ordinary shares with the par value of Baht 1 per share Page 2

3 the newly issued ordinary shares) Paid-up capital after capital increase (in case existing shareholders subscribe all of the newly issued ordinary shares) Number of shares offering Offering price : Baht 2,271,999,764 divided into 2,271,999,764 ordinary shares with a par value of Baht 1 per share /2 : Not exceeding 1,135,999,882 shares : Baht 1.50 per share Allocation ratio : 1 existing ordinary share is entitled to subscribe for 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 in proportion to their respective 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 1,135,999,882 shares with the par value at Baht 1 per share to the existing shareholders proportionate 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 1.50 per share. Remarks: /1 Total registered capital of 2,499,249,882 Baht consist of current registered capital of 1,292,249,882 Baht, capital for the offering to existing shareholders total 1,135,999,882 Baht and capital for accommodation the exercise of NOK-W1 total 71,000,118 Baht /2 Paid up capital after the offering to existing shareholders for 2,271,999,764 Baht consist of current paid up capital of 1,135,999,882 Baht, Capital from the offering to existing shareholders total 1,135,999,882 Baht (in case existing shareholders subscribe all of the newly issued ordinary shares). However, the paid up capital does not taking into the account of the exercise of NOK-W1. 4. Allocation of the Newly Issued Ordinary Shares 4.1 In the case that a shareholder subscribes for the newly issued ordinary shares pursuant to his/her entitlement or less than his/her entitlement, such shareholder shall be fully allotted of all newly issued ordinary shares for which he/she has subscribed. Page 3

4 4.2 In the case that a shareholder subscribes for the newly issued ordinary shares in excess of his/her entitlement, such shareholder shall express an intention to subscribe for the newly issued in excess of his/her entitlement in the subscription form for newly issued ordinary shares form at the same time as the subscription for the newly issued ordinary shares pursuant to his/her entitlement. In the case that there are newly issued ordinary shares remaining from 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 all 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 Respective shareholding of each oversubscribing shareholder Example Total newly issued shares equals 2,000 shares less subscribed shares according to respective rights of each shareholder of 1,400 shares; resulting in 600 remaining shares: Respective Number of Number of shares Number of newly issued Shareholders shareholding shares allotted subscribed (shares) ordinary shares (%) pursuant to the Pursuant to In excess of oversubscribed to be right (shares) the right the right allocated 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 oversubscribed Total shares to be allocated (shares) allocated Shareholders In excess of the right Pursuant to the right (First round) Shareholder A Shareholder B Shareholder C Page 4

5 Shareholders Number of newly issued ordinary shares oversubscribed Total shares to be allocated (shares) allocated Shareholder D * 250 Total 1, ,780 * Number of newly issued ordinary shares to be allocated 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 respective 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. The Record Date to Determine the List of the Company s Shareholders Entitled to Subscribe for the Newly Issued Ordinary Shares 28 September Closure Date of Share Register Book to Compile the List of Shareholders Entitled to Subscribe for the Newly Issued Ordinary Shares under the Rights Offering Pursuant to Section 225 of the Securities and Exchange Act 29 September Subscription Period and Payment Method 7.1 Subscription Period During October 2017, from 9.00 A.M P.M. (only on the business day of the Stock Exchange of Thailand ( SET )) 7.2 Place for Subscription and Payment Asia Plus Securities Company Limited ( Subscription Agent ) 9 th Floor, Sathorn City Tower 175 South Sathorn Road, Thoong Maha Mek, Sathorn, Bangkok Tel Fax: ** The Company by Subscription Agent shall not accept subscription by fax or mail in all cases** Page 5

6 8. Method of Subscription and Payment The shareholders who wish to subscribe for the newly issued ordinary shares must clearly and correctly complete and sign the Subscription Form for Newly Issued Ordinary Shares 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 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) Transfer or deposit money into the Subscription Agent s account name Asia Plus Securities Company Limited For Securities Subscription as detailed below; 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. Specify shareholders registration number (as indicated in the Certificate of Subscription Entitlement, issued by the Thailand Securities Depository Company Limited (Enclosure No. 1)), full name, and contact number on the back of transfer evidence. Subscription period by cash transfer or cash deposit is during October 2017 (only on the business day of the SET) from 9.00 A.M P.M (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. The personal cheque, cashier cheque, or bank draft shall be crossed A/C Payee Only, payable to Asia Plus Securities Company Limited For Securities Subscription and must be dated no later than 17 October 2017 and must be able to collect money by the clearing house located in Bangkok within the next business day. Specify shareholders registration number (as indicated in the Certificate of Subscription Entitlement, issued by the Thailand Securities Depository Company Limited (Enclosure No. 1)), full name, and contact number on the back of personal cheque, cashier cheque, or bank draft. Page 6

7 Subscription period by personal cheque, cashier cheque, or bank draft is during October 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 shareholder who has not exercised his/her right to subscribe for newly issued ordinary shares 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, the Company will consider that such shareholder waives his/her right to subscribe for the newly issued ordinary shares of the Company. 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 hereby reserves the right to change the details of subscription and payment for the subscription or other conditions as it deems 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 (Enclosure No. 4) which is correctly, completely and clearly filled. 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 (Enclosure No.1) 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 per one Certificate of Subscription Entitlement, issued by the Thailand Securities Depository Company Limited (Enclosure No.1). In case of oversubscription, subscriber is required to subscribe in full of his/her entitlement prior to subscription for the excess shares. Page 7

8 b) Certificate of Subscription Entitlement, issued by the Thailand Securities Depository Company Limited (Enclosure No. 1) Issued by Thailand Securities Depository Company Limited ( TSD ), the Company s registrar, 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 Subscribers are required to submit evidence of full payment for subscription of the newly issued ordinary shares for those pursuant to their 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-digits 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 shareholders 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 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 transfer to subscriber s bank account within 5 business days 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 cheque payable to the subscriber as name appeared in the Company s share register book on the book closure date on 28 September 2017, and delivering such cheque via registered Page 8

9 postal mail to the address appeared in the share register book on 29 September 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. 4) 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 form Additional Subscription Documents Only for the Subscriber Wishing to Deposit the Securities into the Issuer Account (Additional Enclosure 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-digits identification number or a certified true copy of any other official documents containing the 13-digits 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 the minor s house registration are required. The signature on every identification document must be the same as the signature on the documents required for the subscription of the newly issued ordinary shares. In case of the change of first/last name, which causes the subscriber s first/last name to be differed from his/her name appeared on the share register book as of 29 September 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. 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 documents required for the subscription of the newly issued ordinary shares. Juristic Person Incorporated in Thailand A copy of the company s affidavit issued by the Ministry of Commerce no more than 6 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 Page 9

10 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 documents required for the subscription of the newly issued ordinary shares. 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 documents required for the subscription of the newly issued ordinary shares. 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 6 months prior to the subscription date. The subscriber must fill in the Suitability Assessment Form (Additional Enclosure 2.2), and Self Declare Form (Additional Enclosure 2.3) and Declaration Form of Status as a U.S. Person or Non-U.S. Person (Additional Enclosure 2.4) In the event that the subscriber is other Securities companies customer, who completed 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 Declare, otherwise the subscriber is required to completely and clearly fill and sign the forms of Suitability Assessment (Additional Enclosure no. 2.2) and Self Declare (Additional Enclosure no. 2.3) and submit to Subscription Agent as supplementary documents for the subscription of newly issued ordinary shares. 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 Page 10

11 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 of newly issued ordinary shares. 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-digits 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 29 September 2017 within 10 business days from the closing of subscription period. 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 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 been transferred to the subscriber s account as appeared in the share register book on 29 September 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 Page 11

12 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 TSD as the Company s registrar shall deliver the share certificate according to the number of allotted shares to the shareholder by registered postal mail to the name and address appeared in the share register book on 29 September 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 receipt of share certificate which may be after the newly issued ordinary shares are permitted to trade on the SET In case that the subscriber wishes to deposit the shares in the Issuer s Account No.600 The Company will deposit the allotted shares to the account Thailand Securities Depository Company Limited for Depositors, whereby the TSD will record the number of shares deposited in the Issuer s Account no. 600 and issue an evidence of deposit to the subscriber within 7 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 according to the TSD and/or securities company s terms and conditions. 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 and after the subscriber has withdrawn the said shares from the Account No In case that the subscriber wishes to deposit the shares in his/her trading account opened with the securities company The Company will deposit the allotted shares to the account Thailand Securities Depository Company Limited for Depositors whereby the TSD and the securities company will record the number of shares deposited and issue an evidence of deposit to the subscriber within 7 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 Page 12

13 Form for Newly Issued Ordinary Shares) 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 fully 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 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 Shareholder who subscribes for the newly issued ordinary shares 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 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 a shareholder in the subscription form of newly issued ordinary shares exceeds the amount of payment received by the Company, the Company reserves the right to allocate the shares according to the subscription payment received If the number of the newly issued ordinary shares specified in the subscription form of newly issued ordinary shares 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 fails to make the subscription payment or the Company cannot collect the subscription payment in whole or in part, or in any cases not deemed to be the Company s fault, within the 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 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. Page 13

14 8.5.6 The Company hereby reserves the right not to allocate the newly issued ordinary shares 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 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 and/or other details relating to the subscription procedures as it deems appropriate and beneficial to the subscription of the newly issued ordinary shares. 9. Objectives of the Capital Increase The Company has the objectives to increase the capital to strengthen the Company s operation and financial position. In this regard, the Company plans to utilize the proceeds received from the capital increase as working capital in the operation of the Company and to improve the fleet, including expansion of routes and flight network. This will help increase the competitiveness of the Company and will result in the Company s better performance. 10. Benefit which the Company will Receive from the Capital Increase and Share Allocation The proceeds from this issuance and offering of newly-issued ordinary shares to the existing shareholders proportionate to their respective shareholdings (Rights Offering) will be an important part of Company s capital to be used to improve the Company s business as follows: Increase of working capital for past years, the Company has been operating at a loss, the Company will use part of proceeds derived from this capital increase to be the working capital for business operation to enhance liquidity and promote strength in the Company s financial position. Expansion of routes and flight network the Company has planned to invest in expansion of routes, which the Company has studied and foreseen the potential thereof. This will increase the Company s flight network, the utilization rate of airplanes and efficiency in business operation and will result in increasing Company s income and profit in the long run. Fleet adjustment - the Company has planned to adjust the fleet to increase the utilization rate per one airplane to reduce fixed costs per unit, for example aircraft rental, maintenance and personnel expenses. This will result in the Company s better performance and profitability. 11. Benefits which the Shareholders will Receive from the Capital Increase and Share Allocation 11.1 Dividend policy The Company s dividend payment policy is at the rate of not lower than 25 percent of its net profit based in the Company s financial statement after deducted corporate income tax and after deducted statutory reserves each year. In case there is no need to use proceed in any other situation and the dividend payment meanwhile must not materially affect the Company s normal operations. Page 14

15 11.2 Subscribers of new ordinary shares issued in connection with this capital increase will be entitled to receive dividends from the Company s business operations starting from the date that shareholders name appear on the share registration book. 12. Other Information Necessary for Shareholders in Investing in the Shares of the Company 12.1 Control Dilution The shareholders will not be affected because the issuance and offering of shares are made to existing shareholders in proportion to their respective shareholdings Price Dilution Price dilution = (Market price offering Market price after the offering) Market price before offering where Market price = The weighted average closing price of the Company s ordinary shares during 15 business days consecutively before the date of the Board of Directors Meeting No. 8/2017, i.e. from 20 July 9 August 2017, which equals to Baht 4.77 per share (Information from SETSMART) Market price after the offering = (Market price x No. of existing paid- up shares) + ( Rights Offering Share price x No. of Offering Shares) No. of existing paid- up shares + No. of Offering Shares = (4.77 x 1,135,999,882 ) +( 1.5 x 1,135,999,882) = 3.14 Price dilution = 34.17% (1,135,999, ,135,999,882) Remark: Market price after the offering calculated above does not take into account the effect of the exercise of NOK-W1 because the warrants were out-of-the-money at the Board of Directors meeting approval EPS Dilution The Company has suffered loss from the operation. Page 15

16 Part 2 - Preliminary Information of Nok Airlines Public Company Limited 1. Name and Location of the Listed Company Name : Nok Airlines Public Company Limited Business Type : The Company and its subsidiaries ( The group of Company ) operates budget airline or low-cost airline business under the brand "Nok Air" which provide domestic and international point-topoint air transport services. The Company is considered as a leading domestic low cost carrier with most domestic coverage. Address : 183 Rajanakarn Building, 17th floor, South Sathorn Road, Yannawa, Sathorn, Bangkok Registration Number : Telephone : Fax : Website : Registered Capital : As of 5 October 2017, the registered capital of the Company is at Baht 1,292,249,882 divided into 1,292,249,882 ordinary shares with a par value of Baht 1 per share. In case that the newly issued ordinary shares to existing shareholders in proportion to their shareholdings (Right Offering) is fully subscribed, and allocate all reserved shares for the exercise of NOK-W1, the registered capital of the Company shall increase to Baht 2,499,249,882. Paid-up Capital : As of 5 October 2017, the paid-up capital of the Company is at Baht 1,135,999,882 divided into 1,135,999,882 ordinary shares with a par value of Baht 1 per share. In case that the newly issued ordinary shares, totaling 1,135,999,882 shares to existing shareholders in proportion to their shareholdings (Right Offering) is fully susbscribed, the paidup capital of the Company shall increase to Baht 2,271,999,764. Page 16

17 2. Business Type and Nature of Competition Revenue Structure According to consolidated financial statement, the Company and its subsidiaries revenue structure classified by type of business for the year and the first 6 months are as follows: Consolidated Financial Statement Jan-Jun 2016 Jan-Jun 2017 Million Baht % Million Baht % Million Baht % Million Baht % Million Baht % Revenues from transportation Scheduled flights 11, , , , , Chartered flights Total revenues from transportation11, , , , , Total Ancillary revenues , , Other revenues Interest income Others Total other revenues Total revenues 12, , , , , Remark: /1 Ancillary revenues include revenue from travel changes, excessive baggage, ticket booking and payment fee and sales from snacks, drinks and souvenirs Source: Company financial statements audited / reviewed by a licensed auditor For the first 6 months of 2017, the Company s main revenue is derived from air transportation totaling Baht 8, million or 84.43% of total revenue. Most of the revenue from air transportation services comes from scheduled flight services totaling Baht 8, million, representing 81.12% of total revenue. Such air transportation is extensive flight services covering domestic and international flights in primary, secondary, and feeder routes totaling 24 domestic routes and 3 international routes. Furthermore, international air transportation service of Nok Scoot Airlines can fully operate in 2016 after the International Civil Aviation Organization (ICAO) has issued a warning on Thai Airways International's safety standards, Nok Scoot has then postponed the plans to open new routes to Japan and South Korea, to the People s Republic of China instead, and started opening in June Moreover, the Company and its subsidiaries also have revenue from chartered flights. Most of them are chartered from Thailand to overseas. Such service is provided in addition to scheduled flights by using of existing aircraft to be more effective. The revenue from the chartered flights service for the first 6 months of 2017 is million baht or 3.31% of total revenue. For the first 6 months of 2017, the Company s revenue from additional service was Baht 1, million or 10.17% of total revenues, 48.7% increase from the same period last year due to business restructuring which resulted in an increase in revenue from sale of additional services such as luggage weight and the leasing of aircraft under operating leases to other companies. Page 17

18 Other revenue in the first 6 months of 2017 was Baht million, representing 5.39% of total revenues. Other revenues consisted of interest income, revenue from recognition of deposit and maintenance, and also profit from sales and lease back under operating lease, and others. 2.1 Products and Services Nok Air operates a budget airline under the Nok Air brand where it provides domestic and international point-to-point air transport services. As of 30 June 2017, the Company has a fleet of 30 leased aircrafts, including 20 Boeing , 8 Bombardier Q400s and 2 ATR-72s. The Company receives investment promotional privileges under the Investment Promotion Act 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. 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 30 June 2017, Nok Air flied 24 routes of which 21 routes are domestic flights, 3 international routes with a total of 636 flights per week. To extend its wing to overseas territories, Nok Air signed the Interline Cooperation Agreement with Singapore s Scoot 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 18

19 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 Nok Air s competitive strategies to provide the most comprehensive coverage in Thailand. 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 30 June 2017, 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 /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 19

20 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 30 June 2017, Nok Air operated 364 flights per week to and from airports of origin and destinations in the north and northeast, 205 flights to and from the south, and 25 flights to and from the central, representing 57%, 32%, and 4% 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 Air s scheduled flights is also available. 2.2 Market Overview and Competition Market Overview As of 30 June 2017, 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 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 Page 20

21 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 by focusing on impressed services and high fares combining several services such as preselected seats, drinking water, and wi-fi services. Furthermore, the airline offers extra services with additional charges for passengers. 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. Nonetheless, Thai VietJet Airline has not yet passed the AOC; therefore, it shall not be able to operate international routes from September 2017 onwards. Such airlines might adjust its domestic flight plans until passing AOC. As for the strategy, Thai VietJet Airline focus on zero baht ticket price excluding other extra services which are attached Thai customers and those groups of customers whom price factors affect decision making. For the first 6 months of 2017, the number of Nok Air's passengers totaled 4.2 million, decreasing by 4.42% from the previous year of 4.0 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. Hence, throughout these 4 years ( ), full-service airlines have gradually lost their market shares to budget airlines because the full-service airlines cannot efficiently compete in the pricing. Then, budget airlines are likely 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. Page 21

22 Domestic routes Domestic routes are divided into 3 main categories which are the route with more than 1,000,000 passengers a year or the primary routes, the route with 100,000 passengers, but not exceeding 1,000,000 passengers per year or secondary routes, and airlines with less than 100,000 passengers a year, or feeder routes. Details of domestic flights and providers are as follows: - Primary routes: Routes with high density of passenger and unlimited number of service providers. Most are routes with both full service airlines and budget airlines. Because there are high demand travelers such as Bangkok - Chiang Mai or Bangkok - Phuket, all airlines operating domestic routes are open to both routes. As of 30 June 2017, Nok Air operates 340 return flights per week for primary route. - Secondary routes: Routes which the low cost airlines are the main drivers. Since most secondary routes are shorter routes than primary routes, the use of large aircraft may not be cost effective. Therefore, low-cost airline which are more fleet-friendly to serve on shorter routes is more advantageous than full-service airline. Nok Air and AirAsia are then the leader in the secondary routes market. Nok Air operates 211 return flights per week for secondary route as of 30 June Feeder routes: Most are low cost airlines due to the reason similarly to the service on secondary routes. Nok Air is the airline that offers the most routes and flights as there are small planes that fit the needs of the feeder route. The company operates 42 return flights per week for feeder route as of 30 June International routes For international routes, Nok Air provides service to 1 route in Myanmar which is Don Mueang-Rangoon, 21 flights per week, 14 flights per week for Don Mueang - Ho Chi Minh City and 8 flights per week for Don Mueang-Hanoi. Totally, Nok Air operates 43 return flights for international routes as of 30 June Distribution and Payment Channels As the airline business s leader in the development of new channels of air ticket sales and 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. Page 22

23 Number of Nok Air Routes and Number of Return Flights per Week (Data as of 30 June 2017) Number of Nok Air Routes Number of Return Flights per Week Distribution and Payment Channels Table 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 23 Call Center Airport Counters Ticket Agents Counter Service Website and electronics are the most popular ticket sales channels, accounting for 38% of the total ticket sales in the first 6 months of Passengers can book their seats at and or on mobile site. 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.

24 Call Center Customers can make flight reservation via Nok Air s Call Center 1318 every day from hrs. Nok Fan Club members can also reach special member channel 24 hours. For the first 6 months of 2017, Nok Air s ticket sales via Call Center accounted for 3% of the total sales. Although the number is small, it is an important channel for customers to request information and communicate their complaint with the Company. Airport Counter Nok Air s reservation service is available at all airports it operates. As of 30 June 2017, Nok Air has 26 sales offices. Ticket Agents Customers can also buy tickets via registered ticket agents nationwide and in neighboring countries. As of 30 June 2017, 22 passengers booked through this channel. 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 as other channels. It is Nok Air s policy to pay commission fee to ticket agents. 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 30 June 2017, there are 10,000 counter services nationwide. These channels provide Nok Air with more ticket sales channels that address all customer groups demand. 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 crucially supports the Company s marketing activities and enhances Nok Air s corporate image. This also provides Nok Air with an opportunity to directly 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 Page 24

25 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 respond to the changing customers behaviors, such as reservation, payment and check-in via smartphone application, check-in by telephone and airport and onboard WiFi, to name a few. 2.3 Product and Services Aircraft Nok Air s policy is to procure aircrafts that appropriately respond to flight demands in each route whether it s primary, secondary and feeder routes. As of 30 June 2017, Nok Air had 3 models of aircraft in its fleet; namely, Boeing , ATR and Bombardier Q400, for a total of 30 airplanes, all of which are procured through dry lease which means only aircraft is leased with neither pilot nor crew. Nok Air s operating lease agreement normally lasts 7 12 years. (Boeing ) (ATR ) (Bombardier Q400) Details of Nok Air s Fleet as of 30 June 2017 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 utilization while ensuring passenger s safety and preventing flight delay that could affect its flight schedules, as of 30 June 2017, Nok Air had a total of 30 aircrafts in its fleet. An average aircraft utilization of all types of aircraft, namely Boeing , Bombardier Q400 and ATR stood at 8.35 hours per day, 6.88 hours per day and 7.13 hours per day respectively. Page 25

26 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. Aircraft Maintenance Focusing at passenger s safety, Nok Air underlines a perfect flight-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 according to the manufacturer s schedule such as every 10 years / FC. 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. Page 26

27 As full-service aircraft maintenance and repair is capital-intensive and requires specialized technicians, as of 30 June 2017, 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. 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. The Company considered factors such as an ability to plan maintenance schedules and source spare parts as well as related expenses and experience when selecting a spare part service provider. 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 Fuel was Nok Air s major expenses in the first 6 months of 2017 as it accounted for 24.77% of the total service costs. In the past, the Company purchased all fuel through Thai Airways. Later in 2011, the Company started purchasing fuel directly from the oil traders, namely Shell Company of Thailand and PTT Public Company Limited. For the first 6 months of 2017, 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. Page 27

28 Graph of Brent Spot Price during (Unit: USD per Barrel) น ำม นเคร องบ น (USD/Barrel) น ำม นด บ (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 with a financial institution based on Nok Air s risk management policy where the ratio of risk hedging was around 20-50% of the volume of fuel consumed each month (Partial Hedge). This 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 corresponds to Nok Air s dynamic pricing policy where a range of price is offered and to the advanced booking period offered. In general, Nok Air s aircrafts will mainly have their tanks filled at 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 Bangkok Aviation Fuel Services Public Company Limited ( BAFS ), the single provider allowed to 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. Insurance Nok Air has bought aviation insurance in accordance with the practices of the international aviation industry. All Nok Air s aircrafts are insured with an insurance firm in Thailand who then Page 28

29 reinsures them in the overseas reinsurance market based on the aircraft insurance industry s international practices. Nok Air s insurance premiums and its insured sums are in US dollar. 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 AOL and a "Air Operator Certificate" or AOC from the Ministry of Transport and the Civil Aviation Authority of Thailand, respectively. Both licenses are valid for 5 years and can be 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 the fleet can be used only when the Certificate Airworthiness is issued from the Civil Aviation Authority of Thailand. It lasts 3 years and can be renewed if the aircraft is in perfect condition. The applicant must have Thai Page 29

30 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 3 airlines - Feeder route : Limited number of airlines serving up to 2 airlines. As of 30 June 2017, the Company has been allocated 23 domestic routes, covering 24 provinces and 2 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. 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. Page 30

31 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 Most of assets for operation of the Company are in forms of leasing such as airplane, aviation operating center and head office which are recorded as aircraft lease improvement or leasehold improvement. Moreover, as at 30 June 2017, the Company also has assets for operation recorded in financial statements such as office equipment and supplies, vehicles, computer, and computer software programs. 3.1 Aircraft Aircraft is the main asset for operation of the Company. The company leased aircraft under the duration of the lease, placing a deposit or letter of guarantee, rental fee, aircraft maintenance fee, insurance, delivery and return conditions. Aircraft Operating Lease Agreement The Company and its subsidiaries recorded airplane rental as a monthly expense in the statement of comprehensive income, not recorded as an asset in the statement of financial position. All airplanes are registered in Thailand by rental of aircraft from various international lessors. For the first 6 months of 2017, the Company leased aircraft under the contract amounting to Baht 2, million as follows: No. Type or Assets Number of Lease Term (year) Remaining Lease Term Airplanes 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 rental and maintenance fees for aircraft (Supplemental Rent): After receiving the aircraft, the Company and its subsidiaries have to pay the monthly rental fee at the rate Page 31

32 agreed upon in the aircraft lease agreement. Currently, rental rates are fixed throughout the lease term. In addition, the Company must pay for aircraft maintenance. (Supplemental Rent or Maintenance Reserve) as specified in each aircraft lease agreement. For the first 6 months of 2017, the Company and its subsidiaries paid prepaid maintenance expenses for the leased aircraft totaling approximately Baht 1,480 million. Deposits for Aircraft: As at 30 June 2017, the Company and its subsidiaries have deposits for aircraft equal to Baht million. Airplane Insurance: The Company and its subsidiaries are required to insure aircraft, engines, spare parts, third-party passengers and third party property in accordance with the international standards of the airline insurance market throughout the lease period. 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 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 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. - 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 fee and Landing fee. Covenant: During the lease, the Company must comply with the terms of the agreement which can be summarized as follows: Page 32

33 - 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 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. Page 33

34 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 at 30 June 2017, the Company and its subsidiaries have a book value of all equipment totaling Baht million. The Company and its subsidiaries record at cost and depreciated on a straight-line basis over the life of the asset, approximately 3-5 years, except for building improvements and leased aircraft improvements (Paint Color). The Company and its subsidiaries will consider the depreciation method on a straight-line basis over the lease term of the aircraft or the actual useful life of the asset. 3.4 Computer Software Programs As at 30 June 2017, book value of the computer software program is Baht 55.7 million. 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. 3.5 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. As of 30 June 2017, the Company and its subsidiaries have an allowance for doubtful accounts of approximately Baht 11.1 million, based on past billing experience. For related accounts receivable, Thai Airways International Public Company Limited, Thai Smile Airways Company Limited, Dhipaya Insurance Public Company Limited, and Haadthip Public Company Limited, the transaction are in forms of areas and stations fee, ticket fares from codeshare agreement, and other service fees. As at 30 June 2017, the Company and its subsidiaries have net trade receivables of Baht million as follows: Page 34

35 Unit: Million Baht 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 cost or net realizable value, whichever is the lower. Cost is calculated by weighted average method. Net realizable value is the estimate of the selling price less the estimated costs necessary to make the sale. 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 has deteriorated, the Company and its subsidiaries will make the full provision. As of 30 June 2017, the Company and its subsidiaries have inventories of Baht 33.9 million. 3.7 Investment Policy in Subsidiaries As at 30 June 2017, the Company has a policy to invest in businesses that are related to the Company in order to enhance the Company's competitiveness. Details are as follows. Company Registered Capital (Million Baht) Share Holding (%) 1 Nok Holiday Co., Ltd The Company holds 49% of ordinary shares and 51% are held by other individual shareholders. 2 Nok Mangkang Co., Ltd. 3 Nok Scoot Airlines Co., Ltd 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 costairline business for medium and long international routes with wide body Status Active Active Active Page 35

36 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 the Capital Market Supervisory Board s announcement on significant transaction related to asset 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. 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 Board of Directors consideration and recommendation in order to mitigate such investment risks. 3.8 Investment in Joint Venture On 15 October 2015, the Board of Directors meeting of the Company approved the Company 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 Page 36

37 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 Thailand Limited s shares according to its 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 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 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 Mueang Roi Et Don Mueang 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. Page 37

38 Luggage and Cargo Carriers Agreement 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 notified date. The involved parties Key terms of the agreement Period Termination of Agreement Employer : Nok Airlines Public Company Limited ( the Company ) 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. Ground Support Equipment Agreement The involved parties Key terms of the agreement Period Employer : Nok Airlines Public Company Limited ( the Company ) 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 The involved parties Key terms of the agreement Period Employer : Nok Airlines Public Company Limited ( the Company ) Contractor: Full Facility Company Limited ( Full Facility ) The contractor agrees to provide ground staff for servicing the employer. The first agreement was signed on 17 May 2007 and valid for 1 year. 4. Details of Directors, Management, and Top 10 Major Shareholders As of 20 September 2017, the management structure comprises Board of Directors, Audit Committee and 3 sub-committees which are Nomination and Remuneration Committee, Risk Management Committee, and Corporate Governance Committee. The details of which are as follows: The Board of Directors As of 20 September 2017, the Board of Directors is comprised of the following 12 members: No. Name Position 1 Mr. Sommai Phasee Chairman of the Board and Independent Director 2 Mr. Patee Sarasin Director 3 Mrs. Usanee Sangsingkeo Director Page 38

39 No. Name Position 4 Mrs. Nalinee Ngamsettamas Director 5 Mr. Prawet Ongartsittikul Director 6 Mr.Teerapol Chotichanapibal Director 7 Mr. Rattaphon Phakdiphum Director 8 Mr. Chotisak Asapaviriya Independent Director 9 Mr. Visit Tantisunthorn Independent Director / Chairman of the Audit Committee 10 Mr. Apichart Chirabandhu Independent Director / Audit Committee 11 Mrs. Suphajee Suthumpun Independent Director / Audit Committee 12 Ms. Chiraporn Chemnasiri Independent Director / Audit Committee Audit Committee As of 20 September 2017, the Audit Committee is comprised of the following 4 members: No. Name Position 1 Mr.Visit Tantisunthorn * Chairman of the Audit Committee 2 Mr.Apichart Chirabandhu Audit Committee 3 Mrs. Suphajee Suthumpun Audit Committee 4 Ms. Chiraporn Chemnasiri Audit Committee Mr. Thanapat Wongwit Secretary to the Audit Committee Remark: * Mr.Visit Tantisunthorn has sufficient knowledge and experience in accounting and finance to audit the reliability of financial statements. For the remaining three subcommittees, the Company is in the process to appoint the appropriate persons. The Management As of 20 September 2017, the Management is comprised of the following 5 members: No. Name Position 1 Mr.Piya Yodmani Chief Executive Officer 2 Mr. Brian Jeffery Chief Financial Officer 3 Mr. Yodchai Sudhidhanakul Chief Commercial Officer 4 Captain Norahuch Ployyai Chief Operation Officer Top Ten Major Shareholders Major shareholders of the Company as of 28 August 2017, the date for gathering the name of shareholders for Extraordinary General Meeting of Shareholders No. 1/2017 by closing the share register book are as follows: No. Name Amount of Shares held (Shares) Percentage of Paidup Capital 1 Chulangkul Group 474,516, Mr. Natthaphol Chulangkul 267,092, Mr. Thaweechat Chulangkul 201,424, Mrs. Hathairat Chulangkul 6,000, Page 39

40 No. Name Amount of Shares held (Shares) Percentage of Paidup Capital 2 Thai Airways International Public Company Limited 245,000, Siam Commercial Bank Public Company Limited 20,968, Mr. Patee Sarasin 14,653, Suwit Sampattanaworachai 14,488, Thai NVDR Company Limited 10,348, Mr. Boonsong Sermsrisuwan 6,400, Dr. Tham Jirathiwat 5,800, Mrs. Kesanee Jirawatwong 5,482, Mr. Chai Srivikorn 5,140, Total 802,797, 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 2, , , /2 2, Remark: /1 The Extraordinary General Meeting of Shareholders No. 1/2017 has passed a resolution to decrease capital at the amount of Baht 114,000,118, from Baht 1,406,250,000 to Baht 1,292,249,882 by canceling 114,000,118 shares authorized but unissued, at a par value of Baht 1 per share and also approved the capital increase at the amount of Baht 1,207,000,000 in order to reserve for Right Offering 1,135,999,882 shares, and reserve for the exercise of NOK-W1 71,000,118 shares. /2 In the case that the shareholders exercise all their rights to subscribe the newly issued ordinary shares (Rights Offering), 5.2 Dividend Payment the paid-up capital of the Company shall increase to 2,271,999,764 shares. Unit: Million Baht The Company s dividend payment policy is at the rate of not lower than 25% of its net profit based in the Company s financial statement after deducted corporate income tax and after deducted statutory reserves each year. The 3-year historical dividend payment is as follows: Year Earnings per share (0.75) (1.16) (4.47) Dividend per share Dividend Payout (%) Remark: The ratio is based on the consolidated financial statement Page 40

41 Part 3 - Summary of Financial Statement of Nok Airlines Public Company Limited 31 December December December June 2017 Statement of Financial Position Million % Million % Million % Million % Baht Baht Baht Baht Assets Cash and cash equivalents 2, , , , Temporary investments Trade and other receivables , , , Inventories Refundable value-added tax Short-term aircraft deposits and prepayments 1, Other current assets Total Current Assets 5, , , , Deposits at bank pledged as collateral Investments in Joint Venture Other long-term investments Leasehold improvements and equipment Intangible assets Deferred tax assets Long-term aircraft deposits and prepayments 1, 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, , , , Shareholders equity Paid-up capital , Share premium 3, , , , Retained earnings Appropriated Legal reserve Unappropriated (676.8) (9.5) (3,485.1) (58.1) (4,430.4) (74.4) Deficit from change in shareholding in a subsidiary (5.9) (0.1) (5.9) (0.1) (5.9) (0.1) (5.9) (0.1) Total Shareholders equity 3, , Non-controlling interests (105.2) (1.5) (578.6) (9.6) (672.2) (11.3) Total Liabilities and Shareholders equity 6, , , , Source: Company s financial statement Page 41

42 Statement of Comprehensive Income 31 December December December 2016 Jan-Jun 2016 Jan-Jun 2017 Million Baht % Million Baht % 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 costs 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) (1,105.0) (13.6) (495.2) (4.9) Income tax expense (0.4) (0.0) Loss for the year (665.7) (5.5) (1,664.5) (11.6) (3,270.0) (19.3) (1,105.5) (13.6) (495.2) (4.9) Total comprehensive loss for the year (654.2) (5.4) (1,662.3) (11.6) (3,281.8) (19.4) (1,105.5) (13.6) (495.2) (4.9) Loss attributable to Owners of the parent (460.1) (723.9) (2,808.3) (1,151.7) (945.3) Non-controlling interests (194.1) (938.4) (473.5) (178.6) (93.6) (654.2) (1,662.3) (3,281.8) (1,330.3) (1,038.9) Loss per Share (Baht) (0.75) (1.16) (4.47) (1.84) (1.30) Source: Company s financial statement Statements of Cash Flows (Unit: Million Baht) 31 December December December 2016 Jan-Jun 2016 Jan-Jun 2017 Net cash provided by (used in) operating activities (2,450.20) (1,383.30) (753.92) (1,612.08) Net cash provided by (used in) investing activities 2, (131.66) (24.77) Net cash provided by (used in) financing activities (529.49) 1, Effect of exchange rate changes on cash and cash equivalent 7.43 (5.50) (13.80) Net increase (decrease) in cash and cash equivalent , (982.54) (1,060.77) (425.20) Cash and cash equivalents, beginning balance 2, , , , , Cash and cash equivalents, ending balance 2, , , , , Source: Company s financial statement Financial Ratios Liquidity Ratios Unit 31 December December December 2016 Jan-Jun 2017 Average Collection Period Days /1 Average Holding Period Days /1 Period of Ticket Distribution in Advance Times /1 Disbursement Period Days /1 Cash Cycle Days (34.5) (33.0) (38.1) (20.3) Profitability Ratios Operating Profit Margin Before Fuel Cost % Operating Profit Margin % (5.5) (11.6) (19.3) (10.3) EBITDAR Profit Margin % Net Profit Margin % (5.5) (11.6) (19.3) (10.3) Return on Equity % (11.3) (21.3) (170.1) (682.2) /1 Page 42

43 Financial Ratios Efficiency Ratios Unit 31 December December December 2016 Jan-Jun 2017 Return on Assets % (10.4) (24.3) (49.9) (50.0) /1 Return on Fixed Assets % (360.2) (594.3) (1,022.8) (885.9) /1 Asset Turnover Times /1 Financial Policy Ratios Debt to Equity Ratio Times Coverage Obligations Ratio Times Dividend Payout % Net Profit per Share THB (0.75) (1.16) (4.47) (1.30) Remark: Adjusted figures for the six months ended June 30, 2017 are annualized to compare. Page 43

44 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

45 Entity Status Certification and Information Disclosure Consent Form under FATCA Certification of the Claimed FATCA Status I hereby certify that I have the status as follows; Part 1: Place of Incorporation Certification of the Claimed FATCA Status [ ] 1.1 I am an entity that is incorporated in: (Fill in a country) [ ] 1.2 I am a branch of an entity. Please specify the place of incorporation of the head office: (Fill in a country) In case the entity is incorporated in the U.S., I have attached W-9 certifying the status herewith. (If you are a non-u.s. entity or a branch of non-u.s. entity, please proceed to Part 2. Apart from that, your certificate of the claimed FATCA status is complete.) Part 2: FATCA Status for Non-U.S. Entities Certification of the Claimed FATCA Status [ ] 2.1 I am a financial institution of the type of Participating Foreign Financial Institution or Registered Deemed-Compliant FFI with GIIN : FATCA Status for Non-U.S. Entities U.S. Person / Non- U.S. Entities FATCA Status for Non-U.S. Entities PFFI, RDCFFI [ ] 2.2 I am a financial institution of the type of Non-Participating Foreign Financial Institution. [ ] 2.3 I am a financial institution of the type of Certified Deemed-Compliant FFI and have attached W-8BEN-E certifying the status herewith. [ ] 2.4 I am a publicly traded (listed) company or affiliate of a listed company; My evidence of listing or affiliation of a listing company is in a copy of the latest financial statement attached herewith. [ ] 2.5 I am a government (agents), international organization, or central bank of issue; I certify that I am the beneficial owner of any payment in connection with the securities that is going to be sold or transferred, and is not engaged in commercial financial activities of a type engaged in by an insurance company, custodial institution, or commercial banks. [ ] 2.6 I am a non-profit organization; I certify that I am exempt from income tax under Thai revenue code. [ ] 2.7 I am a non-financial institution whose main income is not from investing. I certify that I am not incorporated in the U.S. and not a financial institution and not exceeding half of my income as stated in my latest financial statement are derived from the following four groups and not exceeding half of my assets as stated in my latest financial statement can generate incomes in the following four groups as follows; Group 1: Dividend and Interest NPFFI CDCFFI Excepted NFFE Exempt Beneficial Owner Non-Profit Organization Active NFFE Page 1 of 2

46 Group 2: Rental and Royalties Group 3: Income from certain transactions Sales of any asset generating income in Group 1 and Group 2 Income from commodity derivative contracts Foreign exchange income Income from SWAP contract (Notional Principal Contract) Group 4: Income from insurance and annuity contracts Income from reserving activities (insurance company only) Income from annuity contracts Income from insurance contracts [ ] 2.8 I am a non-financial institution whose main income is from investing. I certify that I am not incorporated in the U.S. and not a financial institution and exceeding half of my income as stated in my latest financial statement are derived from the abovementioned four groups of income or exceeding half of my assets as stated in my latest financial statement can generate incomes in the abovementioned four groups of income. I also hereby declared my U.S. ownership as follows; [ ] I do not have any owner/shareholder who is a U.S. person or [ ] I have owner(s)/shareholder(s) who is (are) U.S. persons and have hereby disclosed the name, address, and U.S. Tax Identification Number (TIN) of each holder as follows; Name Address TIN Passive NFFE [ ] 2.9 I am not eligible for any status provided above I have herewith attached W-8BEN-E with the status of Others Page 2 of 2

47 Suitability Assessment for Individual/JURISTIC PERSON Name and Surname...A/C / CIF... 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

48 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 office s condition, with 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 according to the Office s condition, with 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. 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 investor s risk profile. 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.

49 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. Once the officer of the securities company completes the customer s assessment of investment 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 customer s objectives. The information 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.

50 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

51 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)..

52 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).

53 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

54 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.

55 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

56 ก 1 U.S. Account 1 Non U.S. ก For Entity Customer ก ก ก ก ก ก ( ก ก ) ก 4 ก ก 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 / / ก ก Customer s Information / representation / and agreement / /.. ก / / ก ก ( ก ) Name of Organization/Entity/Company of Applicant / Entity User of financial service (The Customer ) ก / ก Form for Declaration of Status as a U.S. Person or Non-U.S. Person ก ก FATCA GIIN For financial institutions under the definition of FATCA that have a GIIN GIIN ก / Customer GIIN / Country of Incorporation /Registration or Organization / Entity Registration Number ก ก ก (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 ( ก ) Foreign Tax Identification Number(s) (please outline all if any) /ID.. /Country... /ID.. /Country... /ID.. /Country... 1 Part 1 (Status of Applicant) ก ก Please check the appropriate boxes corresponding to your status ก / US Person status ก ก ก W-9 (If you check Yes, please complete Form W-9. If you check No, please complete the next section.) 1 ก ก ( ก ) /Yes /No Is the customer a U.S. entity (an entity that has registered or has been incorporated in the U.S.)? ก ก ก W-8BEN-E (If you check Yes in any one box, please complete Form W-8BEN-E.) 2 ก ก ก FATCA /Yes /No Is the customer a financial institution under the definition of FATCA? Form No. FATCA 02 Revised August

57 ก กก / ( กก ก /Yes /No 3 ก ) 50 ก ก ก 50 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? ก You should answer No if you are an entity that falls within the definitions provided in items below. 3.1 ก / ก ก FATCA ก ก ก An Exempt Beneficial Owner under FATCA, e.g., Governmental Entity, International Organization or Central Bank. 3.2 ก ก FATCA ก ก ก 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 ก ก Part 2 (Confirmation and Change of Status) 1. ก ก ก The Customer confirms that the information provided by the customer in this form is true, correct, accurate and complete. 2. ก ก ก ก ก W-9 ก ก / ก ก ก 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. 3. ก ก ก ก ก 30 ก ก ก ก ก ก ก / / ก ก ก ก ก 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. 4. ก ก ก ก ก 3 ก ก ก ก ก ก / ก ก ก 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 ก ก ก (Authorization for information disclosure and account withholding) Part 3 ก ก ก ก ก ก ก ก The Customer hereby irrevocably authorizes the Receiver to: 1. ก ก ก ก / ก ก ก (Internal Revenue Service: IRS) ก ก ก ก FATCA ( ) ก - ก ก ก ก / ก ก ก ก / ก ก ก / 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

58 2. ก ก ก ก / ก ก ก ก ก / IRS ก / ก ก ก ก ก ก ก 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. ก ก ก (U.S. Reportable Account) ก ก ก ก ก Non-Participating FFI ก / ก ก ก 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 ก ก ก Part 4 Customer s authorization for the third parties to use this form,information disclosure, consent and agreement in this form ก ก ก ก ก ก / / ก ก ( ) ก ก ก / ก ก ( ) ( ก 1. ก /ก / ก ก ก ก ก ก ก ก 2. ก ก ก ก /ก / ก ก, 3. ก ก ก ก, 4. ก ก ) ก ก ก ก ก ก ก ก / ( ก ก ) ก ก ( ก FATCA ก ก ก ก ก ก ก ก ก ก ) ก ก / ก ก ก ก ก ก ก / ก ก ก ก ก ก ก ก ก ก 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. ก ก ก ก ก ก ก ก ก / ก ก ก ก 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 ก ก ( ) / Attachment (if any) / This part is for officer of the Receiver s use only W-9 W-8BEN-E ก (Investment Consultant) Authorized Person 3

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

60 (4) ( ก ก ) ก ( ) ก ก ก ก ก กก (5) ก ก ก ก ก ( ) ก ก ก ก ก ก ก ก ก ก ก ก ก ก ก ( ) ก ก ก ก ก ก ก ก ก ก ก ก ก ก (6) ก ก ก ก ก ก ก ก ก ก ก ก 24 ก ก (7) ก ก ก ก ก ก ก ก ก กก ก ก ก 5 ก (8) ก ก ก ก ก ก (hedging) ก ก ก ก ก ก ก ก ก ก ก ก ก ก กก ก (9) ก ก ก ก ก ก ก ก ก (10) (10.1) ก ก ก ก ก ก ก ก ก ก ก ก ก ก ก ก ก ก ก ก ก (10.2) ก ก (10.3) ก กก ก (10.4) ก ก ก ก ก ก ก ก ก ก ก ก ก ก ก ก ก ก ก ก ก ก ก ก (10.5) ก ก ก ก ก ก ก กก ก ก ก ก ก ก ก ก ก (Related Entity) - ก ก ก ก ก ก กก 50 ก ก ก ก ก ก ก 1471(e)(2) ก 5

61 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

62 (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

63 สำหร บล กค ำประเภทบ คคลธรรมดำ For Individual Customer หน งส อฉบ บน มอบให แก บร ษ ทหล กทร พย เอเซ ย พล ส จำก ด และบร ษ ทแม บร ษ ทในเคร อ รวมถ งกล มธ รก จกำรเง นของบ คคลข ำงต น (ไม ว ำแต ละรำยหร อรวมก นใน หน งส อฉบ บน รวมเร ยกว ำ ผ ร บ ) เพ อประโยชน ของผ ร บ และบ คคลท สำมตำมท กล ำวถ งในส วนท 4 ของหน งส อฉบ บน โดยให ถ อว ำบ คคลด งกล ำวท งหมดเป นผ ร บ หน งส อฉบ บน เช นก น 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 shall be deemed that all of them are also the Receiver of this form. ว นท /Date ข อม ล / คำย นย น / และข อตกลงของล กค ำ Customer s Information / representation / and agreements ผ ขอเป ดบ ญช /ผ ใช บร กำร Applicant s Name/Name of user of the financial service (คำนำหน ำ/ช อ/นำมสก ล) บ ตรประชำชนเลขท (สำหร บคนไทย) Thai Citizen ID Card No. ส วนท 1 สถำนะของล กค ำ Part 1 Status of Customer โปรดเล อกทำเคร องหมำยในช องท สอดคล องก บสถำนะของท ำน Please check the appropriate boxes corresponding to your status (หากท านตอบว า ใช ในข อใดข อหน ง แสดงว า ท านเป นบ คคลเมร กา ตามกฎหมาย FATCA โปรดกรอกแบบฟอร ม W-9) ส ญชำต Nationality(ies) โปรดระบ ท กส ญชาต ท ท านถ อ /Please specify all nationalities that you hold. หน งส อเด นทำง เลขท (เฉพำะคนต ำงชำต ) Passport No. (Non-Thai only) (If you check yes in any one box, you are deemed to be US Person by FATCA Regulation. Please complete Form W-9) 1 ท านเป นพลเม องอเมร ก น ใช หร อไม Are you a U.S. Citizen? 1.1 คำถำมเพ อตรวจสอบสถำนะควำมเป นบ คคลอเมร ก น / U.S. Person Status cheek โปรดตอบ ใช หำกท ำนเป นพลเม องอเมร ก น แม ว ำจะอำศ ยอย นอกสหร ฐอเมร กำ โปรดตอบ ใช หำกท ำนม สถำนะเป นพลเม องของหลำยประเทศ และหน งในน นค อเป นพลเม องอเมร ก น โปรดตอบ ใช หำกท ำนเก ดในสหร ฐอเมร กำ (หร อด นแดนท เป นของสหร ฐอเมร กำ) และย งไม ได สละควำมเป นพลเม องอเมร ก นอย ำงสมบ รณ ตำมกฎหมำย You must answer Yes if you are a U.S. citizen even though you reside outside of the U.S. You must answer Yes 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. ท ำนเป นผ ถ อบ ตรประจำต วผ ม ถ นท อย ถำวรอย ำงถ กต องตำมกฎหมำยในสหร ฐอเมร กำำ (เช น กร นกำร ด) ใช หร อไม Are you a holder of any U.S. Permanent Resident Card (e.g. Green Card)? สำหร บผ แนะนำกำรลงท น U.S. Account Non U.S. Account แบบแจ งสถำนะควำมเป นบ คคลอเมร ก น/ไม เป นบ คคลอเมร ก น Form for Declaration of Status as a U.S. Person or Non-U.S. Person ใช /Yes ไมใช /No 2 ใช /Yes ไมใช /No โปรดตอบ ใช หำกสำน กงำนตรวจคนเข ำเม องและส ญชำต ของสหร ฐอเมร กำได ออกบ ตรประจำต วผ ม ถ นท อย ถำวรอย ำงถ กต องตำมกฎหมำยในสหร ฐอเมร กำให แก ท ำน ไม ว ำบ ตรด งกล ำวของ ท ำนจะหมดอำย แล วหร อไม ณ ว นท ท ำนกรอกและลงลำยม อช อในแบบฟอร มน ควรตอบ ไม ใช หำกบ ตรด งกล ำวของท ำนได ถ กสละ ยกเล ก หร อถอดถอนอย ำงเป นทำงกำรแล ว ณ ว นท ท ำนกรอกและลงลำยม อช อในแบบฟอร มน You must answer Yes 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 ท านม สถานะเป นผ ม ถ นท อย ในสหร ฐอเมร กาเพ อว ตถ ประสงค ในการเก บภาษ อากรของสหร ฐอเมร กา ใช หร อไม Are you a U.S. resident for U.S. tax purposes? ใช /Yes ไมใช /No ท ำนอำจถ กพ จำรณำว ำเป นผ ม ถ นท อย ในสหร ฐอเมร กำหำกเป นไปตำมเกณฑ Substantial Physical Presence Test เช น ในป ป จจ บ น ท ำนอย ในสหร ฐอเมร กำอย ำงน อย 183 ว น เป นต น และ หำกต องกำรรำยละเอ ยดเพ มเต ม โปรดศ กษำข อม ลในเว บไซต ของ หน วยงำนจ ดเก บภำษ อำกรของสหร ฐอเมร กำ (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 IRS website: คำถำมเพ มเต ม / Additional Questions (โปรดข ำมคำถำมในส วนน หำกท ำนแสดงตนว ำเป นคนอเมร ก นตำมข อ 1 3 และได กรอกแบบฟอร ม W-9 แล ว) (Please skip this part if you have identify yourself as US person in the question 1-3 above, but you have to submit W9) (หากท านตอบว า ใช ในข อใดข อหน ง โปรดกรอกแบบฟอร ม W-8BEN พร อมท ง (If you check yes in any one box, please complete Form W-8BEN and provide supporting document(s)) (1) สาเนาบ ตรประชาชนสาหร บคนไทย(หน งส อเด นทางสาหร บคนต างชาต ท แสดงว าไม ใช คนอเมร ก น) และ 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) สาเนาหน งส อร บรองการเส ยส ญชาต อเมร ก น - Certificate of Loss of Nationality of the United States กรณ ท ตอบ ใช ในข อ ❹ ข างส างน A copy of Certificate of Loss of Nationality of the United States, in case you answer yes in question ❹ below 4 ท ำนเก ดในสหร ฐอเมร กำ หร อด นแดนท เป นของสหร ฐอเมร กำ) แต ได สละควำมเป นพลเม องอเมร กำอย ำงสมบ รณ ตำมกฎหมำยแล ว Were you born in the U.S. (or U.S.Territory) but have legally surrendered U.S. citizenship? 5 ท ำนม ท อย อำศ ยในป จจ บ น หร อท อย เพ อกำรต ดต อในสหร ฐอเมร กำ สำหร บบ ญช ท เป ดไว ก บ/ผ ำนผ ร บใช หร อไม Do you have a current U.S. residence address or U.S. mailing address in contacting with the Receiver) 6 7 ท ำนม หมำยเลขโทรศ พท ในสหร ฐอเมร กำเพ อกำรต ตด อท ำนหร อบ คคลอ นท เก ยวข องก บบ ญช ท เป ดไว ก บ/ผ ำน/หร อม อย ก บผ ร บ หร อไม 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? ท ำนม คำส งทำรำยกำรโอนเง นเป นประจำโดยอ ตโนม ต จำกบ ญช ท เป ดไว ก บ/ผ ำน/หร อม อย ก บผ ร บไปย งบ ญช ในสหร ฐอเมร กำ ใช หร อไม 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 ท ำนม กำรมอบอำนำจหร อให อำนำจกำรลงลำยม อช อแก บ คคลท ม ท อย ในสหร ฐอเมร กำ เพ อกำรใดๆ ท เก ยวข องก บบ ญช ท เป ดไว ก บ/ผ ำน/หร อม อย ก บผ ร บ 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? ใช /Yes ไมใช / / No ใช /Yes ไมใช / / No ใช /Yes ไมใช / / No ใช /Yes ไมใช / / No ใช /Yes ไมใช / / No ส วนท 2 กำรย นย นและกำรเปล ยนแปลงสถำนะ Part 2 Confirmation and Change of Status 1. ท ำนย นย นว ำ ข อควำมข ำงต นเป นควำมจร ง ถ กต อง และครบถ วนสมบ รณ You confirm that the above information is true, correct, accurate and complete. 2. ท ำนร บทรำบและตกลงว ำ หำกท ำนม สถำนะเป นบ คคลอเมร ก น แต ข อม ลท ให ตำมแบบฟอร มน หร อตำมแบบฟอร ม W-9 เป นข อม ลอ นเป นเท จ ไม ถ กต อง หร อไม ครบถ วนสมบ รณ ผ ร บม ส ทธ ใช ด ลยพ น จแต เพ ยงฝ ำยเด ยวท จะย ต ควำมส มพ นธ ทำงกำรเง น/ทำงธ รก จก บท ำน ไม ว ำท งหมดหร อบำงส วน ตำมท ผ ร บเห นสมควร 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. 3. ท ำนตกลงท จะแจ งให ผ ร บ ได ทรำบและนำส งเอกสำรประกอบให แก ผ ร บ ภำยใน 30 ว น หล งจำกม เหต กำรณ เปล ยนแปลงอ นทำให ข อม ลของท ำนท ระบ ในแบบฟอร มน ไม ถ กต อง และในกรณ ท ผ ร บม กำรร องขอเอกสำร/ข อม ล/คำย นยอมเพ มเต ม ท ำนตกลงท จะดำเน นกำรให แล วเสร จตำมท ได ร บกำรร องขอภำยในเวลำท ผ ร บกำหนด 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. 4. ท ำนร บทรำบและตกลงว ำ ในกรณ ท ท ำนไม ได ดำเน นกำรตำมข อ 3 ข ำงต น หร อม กำรนำส งข อม ลอ นเป นเท จ ไม ถ กต อง หร อไม ครบถ วนสมบ รณ เก ยวก บสถำนะของท ำน ผ ร บม ส ทธ ใช ด ลย พ น จแต เพ ยงฝ ำยเด ยวท จะย ต ควำมส มพ นธ ทำงกำรเง น/ทำงธ รก จก บท ำน ไม ว ำท งหมดหร อบำงส วน ตำมท ผ ร บเห นสมควร 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 ส วนท 3 Part 3 กำรย นยอมให เป ดเผยข อม ลและกำรห กบ ญช Authorization for information disclosure and account withholding ท ำนตกลงให ควำมย นยอม ท ไม อำจยกเล กเพ กถอนแก ผ ร บในกำรดำเน นกำรด งต อไปน You hereby irrevocably authorize to the Receiver to: 1. เป ดเผยข อม ลต ำง ๆ ของท ำนให แก บร ษ ทในกล มของผ ร บ (ในกำรปฏ บ ต ตำม FATCA หร อกฎหมำยใดๆ) หน วยงำนจ ดเก บภำษ อำกร และหน วยงำนรำชกำรใดๆ ท งในประเทศ และ/หร อ ต ำงประเทศ ซ งรวมถ ง หน วยงำนจ ดเก บภำษ อำกรของสหร ฐอเมร กำ (Internal Revenue Service: IRS) ข อม ลด งกล ำวรวมถ ง ช อล กค ำ ท อย เลขประจำต วผ เส ยภำษ หมำยเลขบ ญช สถำนะ ตำมหล กเกณฑ เร อง FATCA (ค อ เป นผ ปฏ บ ต ตำม หร อผ ไม ให ควำมร วมม อ) จำนวนเง นหร อม ลค ำคงเหล อในบ ญช กำรจ ำยเง นเข ำ-ออกจำกบ ญช รำยกำรเคล อนไหวทำงบ ญช จำนวนเง น ประเภทและม ลค ำของผล ตภ ณฑ ทำงกำรเง น และ/หร อ ทร พย ส นอ น ๆ ท ม อย ก บผ ร บ และ/หร อเป ดบ ญช ผ ำนผ ร บ ตลอดจนจำนวนรำยได และข อม ลอ น ๆ ท เก ยวก บควำมส มพ นธ ทำง กำรเง น/ทำงธ รก จท อำจถ กร องขอโดยบร ษ ทในกล มของผ ร บ หน วยงำนทำงภำษ อำกรในประเทศ และ/หร อ ต ำงประเทศ ซ งรวมถ ง IRS ด วย 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. ห กเง นจำกบ ญช ของท ำนท ม ก บผ ร บหร อเป ดผ ำนผ ร บ รวมถ งเง นได ท ท ำนได ร บจำกบ ญช ด งกล ำวในจำนวนท กำหนดโดยหน วยงำนจ ดเก บภำษ อำกรในประเทศ และ/หร อต ำงประเทศ ซ ง รวมถ ง IRS ภำยใต บ งค บของกฎหมำย และ/หร อ กฎเกณฑ ต ำงๆ รวมถ งข อตกลงใด ๆ ระหว ำงผ ร บก บหน วยงำนจ ดเก บภำษ อำกรด งกล ำว 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. หำกท ำนไม ให ข อม ลท จำเป นต อกำรพ จำรณำสถำนะควำมเป นบ คคลอเมร ก น (U.S. person) หร อข อม ลท จำเป นต องรำยงำนให แก ผ ร บ หร อไม ให คำย นยอมให ผ ร บดำเน นกำรอ นใดรวมถ งกำร เป ดเผยข อม ลและกำรห ก ณ ท จ ำย ตำมท ระบ ในหน งส อฉบ บน ผ ร บม ส ทธ ใช ด ลยพ น จแต เพ ยงฝ ำยเด ยวท จะย ต ควำมส มพ นธ ทำงกำรเง น/ทำงธ รก จก บท ำน ไม ว ำท งหมดหร อบำงส วน ตำมท ผ ร บเห นสมควร 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. ส วนท 4 Part 4 กำรอน ญำตให บ คคลท สำมใช ประโยชน และข อตกลงในเอกสำรน Customer s authorization for the third parties to use this form,information disclosure, consent and agreement in this form เพ อควำมสะดวกของท ำน (ล กค ำ/ผ ขอใช บร กำร) และเป นกำรลดภำระควำมซ ำซ อนของท ำนในกำรนำส งเอกสำร/ข อม ล/คำย นยอมให ก บบร ษ ทและสถำบ นกำรเง นต ำงๆ ท เป นเจ ำของผล ตภ ณฑ ท ผ ร บเป นต วแทนขำย(หร อเป นผ จ ดจำหน ำย) เป นรำยๆ ไป รวมท งกรณ ท ท ำนเป ดบ ญช ก บบร ษ ท/สถำบ นกำรเง นใดๆ ผ ำนผ ร บ โดยหน งส อฉบ บน ท ำนร บทรำบและย นยอมให บ คคล ด งต อไปน ท งหมด(อ นได แก 1.บร ษ ทจ ดกำร/กองท น/สถำบ นกำรเง นใดๆ ท ท ำนทำธ รกรรมทำงกำรเง นผ ำน หร อเป ดบ ญช เง นฝำก หร อ บ ญช ซ อขำยหล กทร พย หร อใช บร กำรทำงกำรเง นอ นใด ท งโดยตรงหร อผ ำนผ ร บ 2. ผ สน บสน นกำรขำยฯ รำยอ น และผ เก ยวข องก บบร ษ ทจ ดกำร /กองท น/สถำบ นกำรเง นด งกล ำวข ำงต น, และ 3. สมำช กของกล มธ รก จทำงกำรเง นของผ ร บ, 4. ต วแทน หร อผ ท เก ยวข อง หร อบร ษ ทในเคร อ ของบ คคลด งกล ำวข ำงต นท งหมด) ท งในป จจ บ นและอนำคต ม ส ทธ ใช เอกสำรข อม ล คำย นย นและคำย นยอมใด ๆ เก ยวก บกำรแสดงตนและกำร เป ดเผยข อม ล หร อห ก ณ ท จ ำย ตำมเอกสำรฉบ บน และเอกสำร/ข อม ลท อ ำงถ ง (ซ งต อไปน จะรวมเร ยกว ำ เอกสำรและข อม ล ) ตำมกฎหมำยท เก ยวข องท งในและต ำงประเทศ (รวมถ งกฎหมำย FATCA และกฎหมำยป องก นและปรำบปรำมกำรฟอกเง นและกำรสน บสน นทำงกำรเง นแก กำรก อกำรร ำย) เสม อนหน งว ำ ท ำนได มอบเอกสำรและข อม ลน น และได ให คำย นย น/คำย นยอมก บ บ คคลด งกล ำวข ำงต นท กรำย และให บ คคลด งกล ำวข ำงต นและหน วยงำนรำชกำรท งในและต ำงประเทศและบ คคลท เก ยวข องท กรำยสำมำรถนำส ง / ใช เอกสำรและข อม ลใดๆของท ำนระหว ำง ก นได ไม ว ำจะอย ในร ปสำเนำหร อเอกสำรฉบ บจร ง ก ให ม ผลผ กพ นก บท ำนท กประกำร In consideration of your (customer s or applicant s) convenience and to reduce your 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; 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 Document and Information ) in accordance with any applicable laws (FATCA and AML/CTF) as if you have provided such Documents 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. ข ำพเจ ำร บทรำบและตกลงปฎ บ ต ตำมข อกำหนด ข อตกลง และเง อนไขต ำงๆ ในเอกสำรฉบ บน ซ งรวมถ งตกลงย นยอมให ม กำรเป ดเผยข อม ล กำรห กบ ญช และกำรย ต ควำมส มพ นธ ทำงกำรเง น/ทำงธ รก จก บข ำพเจ ำ เพ อเป นหล กฐำนแห งกำรน จ งได ลงลำยม อช อไว เป นสำค ญ 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. ลำยม อช อผ ขอเป ดบ ญช ว นท Signature of Applicant Date ผ แนะนำกำรลงท น Investment Consultant ว นท Date 3

66 Enclosure 4 Power of Attorney For Subscription of Newly Issued Ordinary Shares of Nok Airlines Public Company Limited 30 THB Stamp Duty Made at.. Date.. I (Mr./Mrs./Ms./Company) Identification Card No./Passport No Registration No.... Residing at No.. Alley/Soi. Road.... Kwang Khet Province... Country Postal Code.... (the Grantor ) am a shareholder of Nok Airlines Public Company Limited (the Company ) holding shares with the Shareholder Registration No entitling the subscription rights to purchase the newly issued ordinary shares of Nok Airlines Public Company Limited 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 No./Passport No.... residing at No Alley/Soi Road... Kwang.. Khet..... Province.. Country.... Postal Code.. (the Attorney ) to be my lawful and legal Attorney for subscribing the Company s newly issued shares of.. 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 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 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. Signature. Grantor ( ) Signature... Attorney ( ) Signature. Witness ( ) Remark: Documents to be submitted: 1. A certified true copy of Identification Card of the Grantor and/or a copy of the juristic person s 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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