Airports of Thailand Public : Resolutions of the 2019 Annual General Meeting of Shareholders of Airports of Thailand Public Company Limited

		(Translation)
Ref. No. 1325	24 January 2020
Subject: Resolutions of the 2019 Annual General Meeting of Shareholders of
	Airports of Thailand Public Company Limited
To:	President,
	The Stock Exchange of Thailand

Airports of Thailand Public Company Limited ("AOT") held the 2019 Annual General Meeting of Shareholders on Friday, 24 January 2020 at Suvarnabhumi Grand Ballroom, Novotel Suvarnabhumi Airport Hotel, No. 999, Moo 1, Nongprue, Bang Phli, Samutprakarn. 4,796 shareholders, in person and by proxies, representing a total of 12,500,192,104 shares were present at the Meeting. The shares presented in aggregate were more than one-third of the total shares sold of AOT (i.e.: 14,285,700,000 shares) and thus formed a quorum under Article 27 Paragraph 1 of AOT's Articles of Association. The following resolutions were passed at the Meeting:

1. Matters to be informed to the shareholders

Resolution: The Meeting acknowledged the matters informed by

the Chairman.

2. To acknowledge the 2019 operating results

Resolution: The Meeting acknowledged the report on the 2019 operating results, as reported.

3. To approve the Financial Statements for fiscal year 2019 ended 30 September 2019

Resolution: The Meeting passed the resolution, with a majority of votes of the shareholders attending the meeting and having voting right, approving the Financial Statements for fiscal year 2019 ended 30 September 2019 which were reviewed by the Audit Committee and audited by the Office of the Auditor General of Thailand, AOT's auditor, with summary as follows:

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Totals assets	198,381.55 million Baht
Total liabilities	43,842.92 million Baht
Revenues from sales or services	62,783.41 million Baht
Net profit	25,026.37 million Baht

The vote results were as follows: 12,591,779,945 affirmative votes

1,605,000 negative votes

2,452,057 abstaining votes

• void ballot

4. To approve the distribution of dividends for fiscal year 2019 operating results

Resolution: The Meeting has passed the resolution, with a majority of votes of the shareholders attending the meeting and having voting right, approving the distribution of dividends for fiscal year 2019 operating results at the rate of Baht 1.05 per share with the total amount of Baht 14,999,985,000 or 60.16 percent of the net profit according to the Company's financial statements. The vote results were as follows:

12,594,165,532 affirmative votes

66,600 negative votes

1,611,200 abstaining votes - void ballot

AOT fixed the record date to determine the names of shareholders who were entitled to receive the dividend on 13 December 2019. The dividend payment will be made on 6 February 2020. The receipt of such dividend shall be within 10 years.

5. To elect new directors in replacement of those who retire by rotation

Resolution: The Meeting has passed the resolution approving the election of AOT directors replacing those who retired by rotation as proposed, with vote results as follows:

5.1 Mr. Prasong Poontaneat (Director) 12,541,001,285 affirmative votes

54,346,779 negative votes

485,508 abstaining votes

31,000 void ballot

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1. Mr. Manit Nitiprateep (Independent Director) 12,544,639,713 affirmative votes
   50,707,451 negative votes
   506,408 abstaining votes
   11,000 void ballot
2. Mr. Manas Jamveha (Independent Director) 12,555,118,404 affirmative votes
   40,251,460 negative votes
   494,708 abstaining votes
3. • void ballot
4. Police General Manu Mekmok (Independent Director) 12,538,939,337 affirmative votes
   56,390,027 negative votes
   504,708 abstaining votes
   30,500 void ballot
5. Mr. Sarawut Benjakul (Independent Director) 12,542,107,080 affirmative votes
   53,491,284 negative votes
   255,208 abstaining votes
   11,000 void ballot

6. To approve the directors' remuneration

Resolution: The Meeting has passed the resolution with not less than two-thirds of total votes of the shareholders attending the meeting and having voting right, approving the remuneration package of AOT's directors and subcommittees for the fiscal year 2020 and directors' bonus for fiscal year 2019 as follows:

6.1 Remuneration of AOT directors

6.1.1 Each member shall receive monthly remuneration

of Baht 35,000. The Chairman shall receive double monthly remuneration. For any tenure of less than a full month, the remuneration shall be made on a pro-rata basis.

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6.1.2 Each member shall receive meeting allowance of Baht 30,000

per attended meeting. The Chairman or the Chairman of the meeting shall receive an extra 25 percent of meeting allowance. The meeting allowance shall be paid once a month. However, if deemed appropriate, the meeting allowance shall be paid more than once a month, but not more than 15 times per year.

1. 6.2 Remuneration of the subcommittees

2. Audit Committee
3. 
   6.2.1.1 Each member shall receive monthly remuneration of Baht 30,000. The monthly remuneration shall also be paid for the month during which no meeting is held. For any tenure of less than a full month, the remuneration shall be made on a pro-rata basis.
   6.2.1.2 The Chairman of the Audit Committee shall receive an extra 25 percent of monthly remuneration.
4. Any Board member who is appointed by the Board to be a member of a committee, subcommittee or working group
5. 1. Meeting allowance of Baht 15,000 per attended meeting.
   2. Chairman of the meeting shall receive an extra 25
      percent of meeting allowance.
6. Meeting allowance payment for subcommittees

• Meeting allowance shall only be paid to directors attending the meeting of not more than 2 subcommittees altogether. Each of these subcommittees shall not be paid more than once a month.
• Flat rate monthly remuneration of the Audit Committee

shall be included as meeting allowance payment for subcommittees.

1. AOT directors' remuneration package for fiscal year 2020 shall be in the amount of not exceeding Baht 18,000,000.
2. Directors' bonus for fiscal year 2019
3. 
   Directors' bonus for fiscal year 2019 shall not be more than 0.50

percent of paid dividends. Each member shall receive a bonus of not exceeding Baht 1,500,000 per person calculated on a basis of the tenure held in fiscal year 2019. The Chairman and Vice Chairman shall receive bonuses at a higher rate than those paid to other directors by 25 percent and 12.5 percent, respectively. However, the President,

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as a member of the AOT Board of Directors, is not entitled to receive the directors' bonus.

However, apart from the above remuneration, there are no other benefits provided to directors.

The Meeting has passed the resolution with the vote results as follows: 12,538,429,282 affirmative votes

57,250,254 negative votes

385,200 abstaining votes

1,500 void ballot

7. To appoint an auditor and determine the auditor's audit fee Resolution: The Meeting has passed the resolution, with a majority of

votes of the shareholders attending the meeting and having voting right, approving the appointment of the Auditor General of State Audit Office of the Kingdom of Thailand (SAO) or other authorized officer of SAO as AOT's auditor for fiscal year 2020. The auditor's audit fee shall be in the amount of Baht 7,425,000. However, there are no other expenses such as SAO staff's overtime payments, travel expenses of the financial audit at regional airports, etc. The vote results were as follows:

12,556,128,545 affirmative votes

32,732,801 negative votes

7,360,100 abstaining votes - void ballot

Please be informed accordingly.

Yours sincerely,

SHANALAI CHAYAKUL

(Corporate Secretary)

Authorized Person

The Corporate Secretary and Corporate Governance Department

Tel. [phone] Fax. [phone]