Resolutions of the Extraordinary Shareholders’ Meeting of Thai Airways International Public Company Limited No. 1/2003

Thai Airways International Public Company Limited held the Extraordinary Shareholders’ Meeting No. 1/2003 on Tuesday, September 2, 2003 at 13.30 hours at the Auditorium, Building No. 2, 3^rd Floor of Thai Airways International Public Company Limited, No. 89 Vibhavadi Rangsit Road, Khwaeng Ladyao, Khet Chatuchak, Bangkok Metropolis. Details of the resolutions are as follow: 

1.  Approved the amendment of Article 9 of the Articles of Association of the Company in order for it to be in line with Articles 66/1 of Public Limited Company Act B.E. 2535, which has been amended under Public Limited Company Act (No.2) B.E. 2544 whereby the existing Article 9 shall be repealed and replaced as follows:

“Article 9.

               In respect of the shares of the Company, the Company itself may, as prescribed by the provision of law, hold its shares.  

               Rights and duties of the Company as the shareholder of its own shares as stated in preceding paragraph shall be in accordance with the rules and procedures as prescribed by law.    

               The shares repurchase shall be approved by the shareholders’ meeting. However, if the number of shares to be repurchased by the Company, are less than 10 percent of the paid-up capital, the Board of Directors may consider and approve such shares repurchase.”

The Board has also been delegated the power to make any amendment to the passage or excerpt in Article 9 as approved by the Board in order to be in compliance with the registrar’s order, which the registrar may give such order at the time of filing the application for registration of amendment to the Company’s Article of Association.

2. Approved the issuance and the offering of debentures in Baht and/or in other currency in the amount not exceeding Baht 40,000 Million within 5 years.

Preliminary details and conditions of the issuance and the offering of debentures are as per details in the Attachment.

Preliminary details and conditions of debentures

The Board of Directors of Thai Airways International Public Company Limited had passed the resolution to proceed with the issuance and the offering of debentures in Baht and/or in other currency in the amount not exceeding Baht 40 ,000 Million within       5 years to be used for working capital and refinancing the Company’s existing loan. Preliminary details and conditions are as follows:

Category : 

All type of debentures, registered or bearer, subordinated or unsubordinated, secured or unsecured, with or without a debentureholders’ representative, depending upon market conditions at the time of each issuance and offering of the debentures.

Currency/Amount : 

In Baht and/or in other currency in the amount not exceeding Baht 40,000 Million within 5 years.

Offering : 

Domestic and/or international offering to the public, and/or specific investors, and/or institutional investors in whole or in part, at one time or from time to time, and/or separation or combination or together with other securities.

Interest : 

Depending upon market conditions at the time of each issuance and offering of the debentures.

Term/Redemption : 

Not exceeding 10 years from the issuing date. It can be specified if the Company may or may not have the right to redeem the debentures prior to it maturity.

Secondary Market : 

It can be specified if the Company may or may not list the debentures in the secondary market.

The category, name, offering amount, par value, offering price per unit, term for issuance and offering, allocation procedures, offering method, interest rate, term, redemption period, and other details relating to the issuance and the offering or redemption of debentures shall be within the power of the Board of Directors, or the President and the Executive Vice President, Corporate Finance and Accounting, or the authorized persons entrusted by the Board of Directors, or the President and the Executive Vice President, Corporate Finance and Accounting to further determine or amend depending upon market and financial conditions at the time of the issuance and offering of the debentures.

In addition, the Board of Directors, or the President and the Executive Vice President, Corporate Finance and Accounting, or the authorized persons entrusted by the Board of Directors, or the President and the Executive Vice President, Corporate Finance and Accounting are to have the power to

• appoint the Financial Advisor(s), and/or Arranger(s), and/or Underwriter(s), and/or the Credit Rating Agency in connection with the debentures’ rating and the Company’s rating, and/or other Financial Institution(s), and/or other person(s) for the issuance and offering of the debentures, and
• contact, negotiate, process, sign, and amend any agreement and/or documents, including to the permission and provision of information, the submission of documents and evidence to the Office of the Securities and Exchange Commission, the Stock Exchange of Thailand, the Thai Bond Dealing Center and/or other agencies relating to the issuance and offering of the debentures and proceed with all necessary activities in relation to the issuance and offering of the debentures.