Nok Airlines PCL : Resolution of the Board of Directors No. 12/2018 and the schedule of the date for the Extraordinary General Meeting No. 1/2019 for the specific objective capital increase and appointment director (Edit F53-4 and IM)

- Translation -

No. BOD032/2018

21 December 2018

Subject:

Resolution of the Board of Directors No. 12/2018 and the schedule of the date for the Extraordinary General Meeting No. 1/2019 for the specific objective capital increase (Edit F53-4 and IM)

To:

President

The Stock Exchange of Thailand

Enclosures:

• 1. Capital Increase Report Form (F 53-4)

• 2. Information Memorandum regarding the offering of newly issued ordinary shares of the Company for capital increase which specifies the purpose of proceeds utilizationReference is made to the fact that Nok Airlines Public Company Limited (the "Company")

convened Board of Directors Meeting No. 12/2018 on 21 December 2018. The Board of Directors Meeting has considered and approved the material matters in order to propose to the shareholders meeting for its consideration and approval, as follows:

1. Approved the increase in the registered capital by Bah 908,799,918, from the existing registered capital of Baht 2,499,249,882 which can be divided into 2,499,249,882 shares at the par value of Baht 1 per share, to the Baht 3,408,049,800 which can be divided into 3,408,049,800 shares at the par value of Baht 1 per share, by issuing 908,799,918 newly-issued ordinary shares at the par value of Baht 1 per share, and approved the amendment to Clause 4 of the Memorandum of Association to be in line with the capital increase of the Company.

2. Approved to propose to the Extraordinary General Meeting No. 1/2019 to consider and approve the allocation of the newly issued ordinary shares of the Company of 908,799,918 shares, at the par value of 1 Baht to the existing shareholders of the Company in proportion to their shareholding (Rights Offering) at the price of 2.75 Baht, at the allocation ratio of 2.5 existing shares to 1 newly issued ordinary shares.

In this regard, the Company does not increase the registered capital of the Company and does not allocate the newly issued ordinary shares of the Company for the adjustment of rights under the Warrant to Purchase the Ordinary Shares No. 1 (NOK-W1), as the Company has sufficient remaining newly issued ordinary shares to be allocated for the adjustment of rights that might take place.

If there are outstanding shares left from the first allocation to the shareholders pro rata, the

Company will re-allocate such remaining shares to the shareholders who express their intention to subscribe newly issued shares in excess of their proportion, until all the newly issued shares have been sold out or cannot be allocated as there are only fractional shares left or until there are no shareholders expressing their intention to subscribe to such newly issued shares. In the case that there are remaining shares left from the allocation to the shareholders, the Company will further proceed with the capital decrease for the unallocated shares.

In the case that there are shareholders expressing an intention to subscribe the newly issued shares in excess of his/her proportion, resulting in the shareholder and person(s) under the Section 258 of Securities and Exchange Act, B.E. 2535 of such shareholder collectively hold the Company's shares in the portion that triggers the point that is required for the tender offer to be made, such shareholder shall make a tender offer of all securities of the Company (Tender Offer) according to Notification of the Capital Market Supervisory Board No. ThorJor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers (as amended) ("Notification Re: Acquisition of Securities for Business Takeovers"), except that such shareholder is exempted from requirement to make a tender offer for all securities of the Company according to the Notification Re: Acquisition of Securities for Business Takeovers.

Regarding the allocation of the newly issued ordinary shares, the Company reserves the rights of considering not to allocate any share to any subscriber, if such allocation will cause or may cause the Company to breach the article regarding the limitation of the foreigner shareholding in the articles of association of the Company, which currently allows the foreigners to hold the shares of the Company in the portion of not exceeding 49 percent of the total sold shares of the Company.

In this regard, the date for determining the names of the shareholders who are entitled to subscribe and to be allocated the newly issued ordinary shares (Record Date) shall be on 4 January 2019. Such determining of the rights to subscribe the newly issues ordinary shares is uncertain as it is required to obtain the approval from the Extraordinary Shareholders Meeting No. 1/2019.

In addition, the Board of Directors, authorized directors of the Company according to the

Company's Affidavit or any person entrusted by the Board of Directors or authorized directors of the Company according to the Company's Affidavit shall be authorized to have the power to contact, negotiate, amend, agree, execute, and deliver all relevant documents, instruments, and/or agreements with the counterparties and/or any related persons relating to the allotment of newly-issued ordinary shares, including but not limited to contacting, arranging, submitting, and seeking approval, waiver (if any), and necessary and relevant evidence to the relevant government agencies or relevant authorities, including the Office of the Securities and Exchange Commission and the SET, as well as amending the relevant information memorandum to be disclosed, disclosing relevant information, making statement and information to relevant authorities, and determining and/or amending conditions and relevant details in relation to the allotment of newly issued shares from the capital increase of the Company to existing shareholders proportionate to their respective shareholdings (Rights Offering), subject to the relevant rule and law, which shall include but not be limited to the following: (1) to consider and determine whether the newly-issued ordinary shares shall be one or from time to time allocation, the offering period, date for listing the names of the existing shareholders having the right to subscribe for and be allocated the newly-issued ordinary shares under the Rights Offering (Record Date), payment for shares, and other details and conditions relating to the allocation; (2) to appoint the financial advisors, enter into negotiations, agreements, and execute relevant documentation and agreements relating to the allocation, and to undertake any act in connection with the allocation; and (3) to sign application forms for permission, waiver (if any), and necessary and relevant evidence in relation to the allocation and offering of the newly issued ordinary shares, including to take actions and submit applications, waiver (if any) and necessary evidence to the relevant government agencies or relevant authorities, and to list the newly-issued ordinary shares on the SET, and to take any action necessary and relevant to the entering into the transaction in all respects until completion of the transaction, and to appoint and/or remove substitute to take the foregoing actions.

(Details as appear in the Capital Increase Report Form (F 53-4))

3. Approved the additional credit limit of Baht 500 million to be totaling Baht 1,000 million to borrow from Mrs. Hatairatn Jurangkool, who is a major shareholder of the Company, making a connected person of the company. The entering into such transaction is defined as connected transactions of a listed company under the Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected Transactions and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions 2003 (the "Notifications on Connected Transactions"). The net tangible asset ("NTA") is less than zero, therefore, it is unable to calculate the transaction size based on NTA. However, the size of this transaction is less than Baht 20 Million, with the details as follows:

• 1.1 Date of the transaction Within December 2018

• 1.2 Related Parties and Relationship with Nok Airlines Public Company Limited

Lender : Relationship :Mrs. Hatairatn Jurangkool

• - Shareholder of the Company, holding 277,886,682 shares (12.23 percent) (as of 30 November 2018)

• - Close relative of the major shareholders. (Mr.Nuttapol

Jurangkool and Mr.Thaveechat Jurangkool)

1.3

Borrower : Nok Airlines Public Company Limited General information of the Connected Transaction

Credit line : An incremental Baht 500 million to be totaling Baht 1,000 million, separately draw down as needed by issuing one or more promissory notes, which each of the notes has the term of no longer than 180 days

Interest rate : 6.00 % per annum

Tenor : no longer than 12 months

Payment of Interest

and Principal : payment on the maturity date of each promissory notes Collateral : The Company does not provide any collateral for the creditor.

• 1.4 Objective

  To use for working capital and general operation purpose

• 1.5 Total value and valuation criteria of the transaction

  1.5.1 The transaction that the Company made with the connected person and her close relatives during period 6 months.

Loan	Interest	Period	Interest
(Baht)	rate	(Day)	(Baht)
(%)
100,000,000	6	15 Aug 2018 13 Dec 2018	120	1,972,602.74
300,000,000	6	30 Aug 2018 25 Feb 2019	179	8,827,397.26
100,000,000	6	25 Sep 2018 24 Oct 2018	29	476,712.33
100,000,000	6	26 Oct 2018 25 Dec 2018	60	986,301.37
12,263,013.70

End date

Total interest amount (during period 6 months) is 12,263,013.70 Baht