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(Translation)

Registration No. 0107537001757

No. Gor Bor. 08/117

27  June 2008

Subject   :   Report on Connected Transaction

To          :   President,

       The Stock Exchange of Thailand

Enclosure :        Information Memorandum on Connected Transaction

Thai Airways International Public Company Limited (“the Company”) held the Board Meeting No. 11/2008 on 26 June 2008, at the Conference Room, 22nd Floor, Head Office Building, No. 89 Vibhavadi Rangsit Road, Khwaeng Jompol, Khet Chatuchak,   Bangkok Metropolis. The meeting has approved the Company to receive Baht loan from the Government Savings Bank, a connected person of the Company, with term of 7 years at floating interest rate. The loan can be draw down in one time or several times, details as described in the Information Memorandum on Connected Transaction attached.

This matter is being reported for your information.

 

                              Air Chief Marshal Narongsak Sangapong

                                       Executive Vice President

                                            Corporate Secretariat

 

                                                                                            Attachment

Thai Airways International Public Company Limited

Information Memorandum on Connected Transaction

The Board Meeting No. 11/2008 which was held on 26 June 2008 of Thai Airways International Public Company Limited (“the Company”) has approved the Company to receive Baht loan from the Government Savings Bank which is considered a connected person of the Company. Details are as follow :

1.      Transaction Date and Related Parties

Tentative Transaction Date within year 2008

               Related Parties                     
                           Borrower Thai Airways International Public Company Limited

Lender               Government Savings Bank (“GSB”)

      2.     General Characteristic of the Transaction

      Loan amount            2,000 Million Baht

      Term                         7 years

      Interest Rate                floating interest rate THBFIX3M plus spread

      Repayment                 quarterly payment of principle and interest

3.   Details of Connected Persons

  • The Company and GSB have common major shareholder. Ministry of Finance holds 51.03% in the Company shares and holds 100% in GSB shares. GSB also holds 2.73% in the Company shares. (as of 23 April 2008)
  • Mr.Suparut Kawatkul, Vice Chairman, is the representative director from Ministry of Finance
  • Mr.Wisudhi Srisuphan, director, is the Chairman of GSB
  • Transaction Value and Size of The Transaction

4.   This transaction is considered to be a transaction prescribed in the Notification of the Board of Governors of the Stock Exchange of Thailand on Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions, 2003 in the category of financial assistance transaction. The transaction value is in excess of 0.03% but less than 3% of net tangible asset value of financial statements as of 31 March 2008 of the Company. The transaction value is calculated from the estimate of total interest expense that must be paid to the lender within the term of 7 years.  The transaction must be approved by the Board of Directors and disclosed to the Stock Exchange of Thailand without being required to obtain an approval from the shareholders.

  1. Loan conditions that may effect shareholders’ right such as restriction of dividend payment

- none -

  1. Directors who have interests and/or directors who are connected persons did not attend the meeting and have no right to vote in the meeting

Directors who have interests are Mr.Suparut Kawatkul and Mr.Wisudhi Srisuphan did not attend the meeting and have no right to vote in the meeting.

  1. Opinion of the Board of Directors to the transaction

The Board of Directors, excluding directors who have interest, have the opinion that borrowing from GSB with the given terms and conditions is based on fair rationale and at the best interest of the Company.

  1. Opinion of the Audit Committee and/or directors which are differ from the opinion of the

       Board of Directors in clause 7.

        - none -

 

 

 

 

 

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