THAI Holds The Extraordinary Shareholders` Meeting

Today (25 October 2000), Thai Airways International Public Company Limited held its Extraordinary Shareholders` Meeting No. 1/2543, chaired by Mr. Supachai Phisitvanich, THAI`s Vice Chairman. Also present at the meeting included members of THAI`s Board of Directors, Management, and shareholders. The meeting was held to discuss the following agendas:


To consider and approve the reduction of the Company`s registered capital from 16,000,000 Baht (Sixteen Thousand Million Baht) to 14,000,000 Baht (Fourteen Thousand Million Baht) by canceling the unissued 200,000,000 (Two Hundred Million) shares for the value of 2,000,000,000 Baht (Two Thousand Million Baht)


To consider and approve the increase of the Company`s registered capital from 14,000,000 Baht (Fourteen Thousand Million Baht) to 17,000,000 Baht (Seventeen Thousand Million Baht) by issuing 300,000,000 (Three Hundred Million) ordinary shares, par value of 10 Baht per share.


To consider and approve the allocation of the 300,000,000 (Three Hundred Million) ordinary shares according to the Cabinet Resolution as follows:


1. Offer and sell 127,500,000 shares (One Hundred Twenty Seven Million Five Hundred Thousand Shares) to the strategic partner on a private placement basis to not more than 35 investors and/or to 17 categories of institutional or specific investors under the Securities and Exchange Commission Notifications No. Gor Jor. 12/2543 Re: Application and Permission in Issuing New Shares dated 22 March 2000, or as to be amended, at one time or from time to time, provided that the number of shares in each offering of such shares when combining with the number of the Company`s shares held by the Ministry of Finance and sold to such strategic partner shall not exceed 10 per cent of the Company`s total paid-up capital after such offering.

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2. Offer and sell 157,500,000 shares (One Hundred Fifty Seven Million Five Hundred Thousand Shares) to the public at one time or from time to time.


3. Allocate 15,000,000 (Fifteen Million) ordinary shares to employees pursuant to the employee securities option plan of Thai Airways International Public Company Limited (“ESOP”) in the case where the employees elect to exercise their rights to subscribe to the shares under ESOP and/or to reserve for the exercise of the warrantholders in the case where the employees elect to receive the warrants under the ESOP instead of the shares.


In order to create higher staff morale, the Board of Directors deems appropriate to propose the shareholders` meeting to consider and approve the implementation and establishment of the ESOP (Employee Securities Option Plan of Thai Airways International Public Company Limited) and to consider and approve the offer and sale by the Company of the ordinary shares and/or warrants to purchase the ordinary shares of the Company (the “Warrants”) to employees having qualifications as set out in the details of ESOP.


The Board of Directors and/or person(s) entrusted by the Board shall be authorized to determine the terms, condition, and other details relating to such offering, such as the offering period, offering price, allocation method, details of the offering and sales, appointment of underwriters, opening of account to receive share price, etc and to implement any other actions necessary for or relating to the said offering.


In addition, the Extraordinary Shareholders` Meeting No. 1/2543 was held to consider and approve the amendment of Article 10 of the Company`s Articles of Association regarding the adjustment of foreign shareholding ratio from 10 per cent to 30 per cent of the total number of shares sold.


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