(Translation)
No. BOD 006/2019
April 25, 2019
Subj: Notification of the Resolutions of the 2019 Annual General Meeting of Shareholders
To: President
The Stock Exchange of Thailand
To 2019 Annual General Meeting of Shareholders of Nok Airlines Public Company Limited (the "Company") held on April 25, 2019, 2.00 p.m., at the Jupiter Room, 3rd floor, Miracle Grand Convention Hotel, No. 99 Kamphaeng Phet 6 Road, Talat Bang Khen Sub-district, Lak Si District, Bangkok 10210, has considered and resolved each agenda item, concluded as follows:
1.Matters to be informed by the Chairperson for acknowledgement
Remark:This agenda is for acknowledgement, thus, there is no casting of votes.
2.Acknowledged the 2018 operational results of the Company and the 2018 annual report
Remark:This agenda is for acknowledgement, thus, there is no casting of votes.
3.Approved the statements of financial position and the statements of profit or loss and other comprehensive income for the fiscal year ended December 31, 2018, with the following voting results:
Number of votes | Percentage of shareholders and | |||||||
Shareholders voting | proxies attending the meeting | |||||||
(1 share = 1 vote) | ||||||||
and casting their votes | ||||||||
Approved | 2,598,472,579 | 99.9993 | ||||||
Disapproved | 16,000 | 0.0006 | ||||||
Abstained | 0 | - | ||||||
Voided ballots | 0 | - | ||||||
Remark: 1. Resolution in this agenda shall be approved by the majority votes of the shareholders attending the meeting and casting their votes.
2.In this agenda, there are additional shareholders and proxies attending the meeting, from the beginning of the meeting, representing 495,845,508 shares, totaling 495,845,508 votes. Therefore, the total votes of the shareholders and proxies attending the meeting in this agenda are equal to 2,598,488,579 votes.
4.Approved the suspension of the allocation of profit as a legal reserve from the Company's operational results for the fiscal year ended December 31, 2018 and the suspension of dividend payment from the Company's operational results for the fiscal year ended December 31, 2018, with the following voting results:
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(Translation) | ||||||||
Number of votes | Percentage of shareholders and | |||||||
Shareholders voting | proxies attending the meeting | |||||||
(1 share = 1 vote) | ||||||||
and casting their votes | ||||||||
Approved | 2,598,494,365 | 99.9999 | ||||||
Disapproved | 400 | 0.0000 | ||||||
Abstained | 10,000 | - | ||||||
Voided ballots | 0 | - | ||||||
Remark: 1. Resolution in this agenda shall be approved by the majority votes of the shareholders attending the meeting and casting their votes.
2.In this agenda, there are additional shareholders and proxies attending the meeting, from the beginning of the meeting, representing 495,861,694 shares, totaling 495,861,694 votes. Therefore, the total votes of the shareholders and proxies attending the meeting in this agenda are equal to 2,598,504,765 votes.
5.Approved the appointment of 4 directors to replace the directors who will retire by rotation, namely (1) Mrs. Nalinee Ngamsettamas; (2) Mr. Chavalit Uttasart; (3) Mr. Wiwat Piyawiroj; and (4) Mrs. Heather Mary Suksem (OBE) to be re-appointed to the position of the director of the Company for another term, with the following voting results:
5.1Mrs. Nalinee Ngamsettamas was elected as Director and Member of the Executive Committee:
Number of votes | Percentage of shareholders and | |||||||
Shareholders voting | proxies attending the meeting | |||||||
(1 share = 1 vote) | ||||||||
and casting their votes | ||||||||
Approved | 2,598,027,576 | 99.9816 | ||||||
Disapproved | 478,000 | 0.0183 | ||||||
Abstained | 0 | - | ||||||
Voided ballots | 0 | - | ||||||
5.2Mr. Chavalit Uttasart was elected as Director:
Number of votes | Percentage of shareholders and | |||||||
Shareholders voting | proxies attending the meeting | |||||||
(1 share = 1 vote) | ||||||||
and casting their votes | ||||||||
Approved | 2,598,505,576 | 100.0000 | ||||||
Disapproved | 0 | 0.0000 | ||||||
Abstained | 0 | - | ||||||
Voided ballots | 0 | - | ||||||
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(Translation)
5.3Mr. Wiwat Piyawiroj was elected as Director:
Number of votes | Percentage of shareholders and | |||||||
Shareholders voting | proxies attending the meeting | |||||||
(1 share = 1 vote) | ||||||||
and casting their votes | ||||||||
Approved | 2,598,505,570 | 99.9999 | ||||||
Disapproved | 6 | 0.0000 | ||||||
Abstained | 0 | - | ||||||
Voided ballots | 0 | - | ||||||
5.4Mrs. Heather Mary Suksem (OBE) was elected as Independent Director and Member of the Corporate Governance Committee:
Number of votes | Percentage of shareholders and | |||||||
Shareholders voting | proxies attending the meeting | |||||||
(1 share = 1 vote) | ||||||||
and casting their votes | ||||||||
Approved | 2,598,505,576 | 100.0000 | ||||||
Disapproved | 0 | 0.0000 | ||||||
Abstained | 0 | - | ||||||
Voided ballots | 0 | - | ||||||
Remark: 1. Resolution in this agenda shall be approved by the majority votes of the shareholders attending the meeting and casting their votes.
2.In this agenda, the Company temporarily suspends the registration since the starting of agenda 5 in order to clearly and precisely count the votes until the process of this agenda is completed.
6.Approved the remuneration of directors and subcommittees of the Company for the year 2019 in the amount of not exceeding Baht 8,630,000 and authorized the Nomination and Remuneration Committee to allocate the remuneration to each director and sub-committees within the budget approved by the shareholders' meeting, detailed as follows:
Position | 2018 (existing) | 2019 (proposed) | |
1. Remuneration of the directors | |||
Monthly remuneration | |||
- Chairman of the board of | Baht 30,000 per | Baht 30,000 per | |
directors | person/month | person/month | |
- Director | Baht 20,000 per | Baht 20,000 per | |
person/month | person/month | ||
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(Translation)
Position | 2018 (existing) | 2019 (proposed) |
Meeting allowance of the | ||
directors | ||
- Chairman of the board of | Baht 30,000 per | Baht 30,000 per |
directors | person/attendance | person/attendance |
(Should there be more than 1 | (Should there be more than 1 | |
meeting per month, the | meeting per month, the | |
Chairman will receive | Chairman will receive | |
meeting allowance of | meeting allowance of | |
Baht 30,000 only) | Baht 30,000 only) | |
- Director | Baht 20,000 per | Baht 20,000 per |
person/attendance | person/attendance | |
(Should there be more than 1 | (Should there be more than 1 | |
meeting per month, each | meeting per month, each | |
Board member will receive | Board member will receive | |
meeting allowance of Baht | meeting allowance of Baht | |
20,000 only) | 20,000 only) | |
2. Meeting Allowance of the Audit Committee | ||
(apart from the remuneration of the board of directors) | ||
- Chairman of the Audit | Baht 30,000 per | Baht 30,000 per |
Committee | person/attendance | person/attendance |
- Member of the Audit | Baht 20,000 per | Baht 20,000 per |
Committee | person/attendance | person/attendance |
3. Meeting Allowance of the Nomination and Remuneration Committee | ||
(apart from the remuneration of the board of directors) | ||
- Chairman of the | Baht 30,000 per | Baht 30,000 per |
Nomination and | person/attendance | person/attendance |
Remuneration Committee | ||
- Member of the | Baht 20,000 per | Baht 20,000 per |
Nomination and | person/attendance | person/attendance |
Remuneration Committee | ||
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(Translation)
Position | 2018 (existing) | 2019 (proposed) | |
4. Remuneration of the Risk Management Committee | |||
(apart from the remuneration of the board of directors) | |||
- Chairman of the Risk | Baht 30,000 per | Baht 30,000 per | |
Management Committee | person/attendance | person/attendance | |
- Member of the Risk | Baht 20,000 per | Baht 20,000 per | |
Management Committee | person/attendance | person/attendance | |
5. Remuneration of the Corporate Governance Committee | |||
(apart from the remuneration of the board of directors) | |||
- Chairman of the | Baht 30,000 per | Baht 30,000 per | |
Corporate Governance | person/attendance | person/attendance | |
Committee | |||
- Member of the Corporate | Baht 20,000 per | Baht 20,000 per | |
Governance Committee | person/attendance | person/attendance | |
6. Remuneration of the Executive Committee | |||
(apart from the remuneration of the board of directors) | |||
- | Chairman of the | Baht 30,000 per | Baht 30,000 per |
Executive Committee | person/attendance | person/attendance | |
- | Member of the Executive | Baht 20,000 per | Baht 20,000 per |
Committee | person/attendance | person/attendance | |
Directors' bonus
As the Company' operation result of the year 2018 is at loss, the Company thus suspends the directors' bonus payment for the 2018 performance. The remuneration of the directors and sub-committees for year 2019 remains the same as per the year 2018.
with the following voting results: | ||||||||
Percentage of shareholders and | ||||||||
Number of votes | ||||||||
Shareholders voting | proxies attending the meeting | |||||||
(1 share = 1 vote) | ||||||||
and casting their votes | ||||||||
Approved | 2,598,422,366 | 99.9944 | ||||||
Disapproved | 143,154 | 0.0055 | ||||||
Abstained | 0 | 0.0000 | ||||||
Voided ballots | 0 | - | ||||||
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Nok Airlines pcl published this content on 25 April 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 25 April 2019 13:17:12 UTC