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Resolutions of the 2005 Annual General Shareholders’Meeting of Thai Airways International Public Company Limited

Thai Airways International Public Company Limited (“the Company”) held the 2005 Annual General Shareholders’ Meeting on December 23, 2005, at the Event Hall 106B of Bangkok International Trade and Exhibition Center (BITEC), No. 88 Bangna-Trad Road, Khet Bangna, Bangkok Metropolis. Details of the resolutions are as follows:

1.Certification of the Minutes of the 2004 Annual General Shareholders’ Meeting held on December 17, 2004.

2.Acknowledgement of the results of business operations of the Company for the fiscal year 2005 ended on September 30, 2005. The Company has profit before income tax amounting Baht 9,907 million. After deducting corporate income tax of Baht 3,081 million and net profit of minority interest of Baht 49 million, the Company then has net profit amounting Baht 6,777 million.

3.Approval of the Profit and Loss Statement and Balance Sheet for the fiscal year 2005 ended on September 30, 2005, which the Office of the Auditor General, Company’s Auditor, has already audited and certified.

4.Approval of the dividend payment from the business operations of the Company for the fiscal year 2005 to its shareholders holding 1,698,889,750 shares at Baht 1.50 per share, amounting to Baht 2,548,334,625 in total for the shareholders whose names were appeared in the Share Register Book on Friday, January 6, 2006 at 12.00 hours. Dividend will be paid on Friday, January 20, 2006.

5.Approval of the appointment of 5 new members of the Board of Directors to replace retiring directors according to the Article 17 of the Article of Association of the Company as proposed by the Nomination Committee as follows :

5.1 Mr. Somchainuk Engtrakul

5.2 Mr. Chartsiri Sophonpanich

5.3 Mr. Tirachai Vutithum

5.4 ACM. Chalit Pukbhasuk

5.5 Mr. Pachara Yutidhammadamrong

After the new appointment, the new Board of Directors of Thai Airways International Public Company Limited are as follows :

1. Mr. Wanchai Sarathulthat Chairman

2. Mr. Suparut Kawatkul Vice Chairman

3. Mr. Olarn Chaipravat Director

4. Mr. Borwornsak Uwanno Director

5. Mr. Vichit Suraphongchai Director

6. Mr. Vudhibhandhu Vichairatana Director

7. Police General Nopadal Somboonsub Director

8. Mr. Prasit Damrongchai Director

9. Mr. Pichai Chunhavajira Director

10. Mr. Kanok Abhiradee Director

11. Mr. Somchainuk Engtrakul Director

12. Mr. Chartsiri Sophonpanich Director

13. Mr. Tirachai Vutithum Director

14.ACM. Chalit Pukbhasuk Director

15.Mr. Pachara Yutidhammadamrong Director

The specification of authorized Directors who have the authority to sign and bind the Company are as follows. Such authorized Directors shall be either the Chairman of the Board of Directors who will be elected as indicated in Article 22 of the Articles of Associations and one other Director jointly sign their names together with the affixation of the Company’s common seal or three Directors jointly sign their names together with the affixation of the Company’s common seal as indicated in Article 23 of the Articles of Associations.

6.Approval of remuneration, monthly allowance and bonus for the fiscal year 2006 as proposed by the Remuneration Committee with details as follows:

6.1 Board of Directors’ remuneration and monthly allowance

Each member of the Board of Directors receives monthly remuneration of Baht 20,000 and monthly allowance of Baht 30,000 for each attended meeting. Should there be more than 1 meeting per month, each Board member will receive no more than Baht 30,000 per month, with the Chairman of the Board receiving 25% more than the other Board members and Vice Chairman receiving 12.5% more than the other Board members. All remuneration and monthly allowance are subject to income tax to be paid by Board members.

In such case when a Board member is appointed by the Board of Directors or its Chairman to be committee, sub-committee and member of working groups of the Company, such Board member will receive additional monthly allowance of Baht 10,000 per meeting, Should there be more than 1 meeting per month, monthly allowance will remain at Baht 10,000 for the month.

Audit Committee will receive monthly allowance at the same amount as that of Board of Directors’ remuneration. The allowance will also be paid for the month during which no meeting is held. (according to Cabinet’s approval on April 23, 2000)

6.2 Other person’s remuneration and monthly allowance

Any other person acting as advisor for Chairman of the Board of Directors will receive monthly remuneration of Baht 20,000 and monthly allowance of Baht 30,000 per meeting. Should there be more than 1 meeting per month, monthly allowance will remain at Baht 30,000 for the month.

Any other person acting as committee, sub-committee or member of any working groups will receive monthly allowance of Baht 10,000 per sitting but not exceeding Baht 30,000 per month. In such case where committee, sub-committee or working groups have appointed other committee in their place, such member of the appointed committee will receive monthly allowance at 50 % of that of the committee, sub-committee or working groups which were appointed by the Board. The monthly allowance will be Baht 5,000 per sitting but not exceeding Baht 15,000 per month.

6.3 Bonus : The Board of Directors will receive annual bonus at 0.5% of dividend payment, under rules and regulations set by the Board of Directors

7. Approval of the appointment of the Office of the Auditor General as the Company’s auditor for the fiscal year 2006 and to fix the audit fees at Baht 2,000,000 per year and reviewing fee at Baht 300,000 per quarter (exclusive of overtime pay and expenses incurred in the domestic and overseas branch auditing trips). Hence, the total auditing fee for the fiscal year 2006 would be Baht 2,900,000.

8. Approval of the issuance and the offering of the debentures in the amount not exceeding Baht 60,000 million or equivalent within 5 years, may be issued in Baht and/or in other currencies of equivalent amount, using exchange rate at the time of each issuance and offering in order to provide flexibilities in funding according to fund needs and capital market conditions.

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

Attachment

Preliminary Details of the Debenture Issuance and Offering

Category :

All type of debentures, depending upon market conditions at the time of each issuance and offering of the debentures.

Amount / Currency :

In the amount not exceeding Baht 60,000 Million or equivalent within 5 years in Baht or in other currency. Using exchange rate prevailing at time of each issuance and offering of the debentures.

The Offering :

Domestic and/or international offering to the public, and/or specific investors, and/or institutional investors according to the regulations in effect during the time of the offering, in whole or in part, at one time or from time to time, and/or in program and/or revolving and may issue and offer in separation or in combination or together with other securities.

Interest Rate :

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

Term/Redemption :

Depending upon market conditions at the time of each issuance and offering of the debentures and suitable to financial structure of the company. It can be specified if the company may or may not have the right to redeem the debentures prior to their maturity.

Secondary Market :

The company may or may not provide for secondary market of the debentures.

Authorization :

The issuance and the offering of debentures, category, name, offering amount, face value, offering price per unit, term of 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 together with the Executive Vice President, Finance and Accounting, or the authorized persons entrusted by the Board of Directors, or the President together with the Executive Vice President, 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 together with the Executive Vice President, Finance and Accounting, or the authorized persons entrusted by the Board of Directors, or the President together with the Executive Vice President, 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(s) in connection with the debentures’ rating and/or 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 document, including to the permission and provision of information, the submission of documents and evidence to the Office of the Securities and Exchange Commission, 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.