AAV06/2026
(Translation)
30 March 2026
Subject: Invitation to the 2026 Annual General Meeting of Shareholders To: All Shareholders of Asia Aviation Public Company Limited Attachment:Copy of Minutes of the 2025 Annual General Meeting of Shareholders held on 30 April 2025
Annual Report (Form 56-1 One Report) and Balance Sheet (Statement of Financial Position) and Statement of Income for the year 2025, which can be accessed via the QR Code
Profiles of the retiring director proposed for re-appointment
Articles of Association of the Company in relation to the Shareholders' Meeting
Voting procedures and vote counting
Procedure and Terms and Conditions for attending the 2026 Annual General Meeting of Shareholders through Electronic Media
The identification document and proxy
Guidelines for attending of Electronic Meeting by Inventech Connect
e-Proxy Voting Manual for the Investor Portal System, prepared by Thailand Securities Depository Co., Ltd.
Proxy to the Independent Director and submission of question in advance
Qualifications and Profiles of Independent Director for Shareholders' Consideration in Granting Proxy
Proxy Form A (General), Proxy Form B (in which the particulars of delegations are clearly specified) and Proxy Form C (for foreign investors who have appointed custodians in Thailand). For the convenience of shareholders, printed copies of the proxy forms may also be requested via email at: aav_companysecretary@airasia.com
The Board of Directors of Asia Aviation Public Company Limited (the Company) resolved to hold the 2026 Annual General Meeting of Shareholders on Tuesday, 21 April 2026 at 14:00 hours by electronic means (E-AGM) only according to the criteria specified in relevant laws. Onsite registration service will not available on the Meeting date and the Meeting would broadcast live from Thai AirAsia Head Office's meeting room, 222 Don Mueang International Airport, 3rd Fl., Central Office Bldg., Vibhavadee Rangsit Road, Don Mueang, Bangkok to consider the following agenda items:
Agenda Item 1 Matter to be informed by Chairman Objective and Rationale: This agenda is set for the Board of Directors to report situation or progress (if any) of the Company to the Shareholders' Meeting. There will be neither proposal for the Meeting to consider and approve, nor be any voting on the item.222, Don Mueang International Airport, 3rd Fl., Central Office Bldg.,
Room no. 3200, Vibhavadee Rangsit Road, Don Mueang, Bangkok 10210.Tel. 66 (O) 2562 5700, Fax. 66(O) 2562 5705
Agenda Item 2 To consider and certify Minutes of the 2025 Annual General Meeting of Shareholders held on 30 April 2025 Objective and Rationale: the 2025 Annual General Meeting of Shareholders was held on 30 April 2025 and the Minutes was prepared and filed with the Stock Exchange of Thailand within 14 days of the Meeting. The details were publicly disclosed on the Company's Website www.aavplc.com.Opinion of the Board of Directors: the Board has recommended that Minutes of the 2025 Annual General Meeting of Shareholders, held on 30 April 2025 which was accurately recorded should be proposed to the Shareholders' Meeting for adoption. The details are as specified in Attachment 1.
Voting: The resolution for this agenda shall be passed by the majority votes of the Shareholders who attend the Meeting and cast their votes. Agenda Item 3 To acknowledge the Board of Directors' report on the Company's operating results for 2025 Objective and Rationale: the Company has summarised the operating result and significant changes in 2025 as specified in the Annual Report (Form 56-1 One Report). Opinion of the Board of Directors: the Board has recommended the Shareholders' Meeting acknowledge the report on the Company's operating results for 2025 along with the significant changes that occurred during the year, as shown in the Company's Annual Report (Form 56-1 One Report) for 2025 which can be accessed via the QR Code provided in the enclosed invitation letter. Voting: no resolution is needed for this agenda as it is only for the acknowledgement. Agenda Item 4 To consider and approve the Balance Sheet (Statement of Financial Position) and Statement of Income for the year ended 31 December 2025 Objective and Rationale: to comply with the Public Limited Companies Act B.E. 2535 (including amendments), Section 112, the Company shall prepare the Balance Sheet (Statement of Financial Position) and the Statement of Income at the end of each fiscal year, which have been audited by an external auditor, and propose to the Annual Shareholders' Meeting for approval. Opinion of the Audit Committee: the Audit Committee has considered and examined the Company's Financial Statements for the year ended 31 December 2025 which were audited and signed by Mr. Teerasak Chuasrisakul, Certified Public Account (Thailand) No. 6624 of BDO Audit Company Limited. The auditor has an opinion that the Consolidated and the Company Financial Statement are complete and accurate according to Thai Financial Reporting Standards. Opinion of the Board of Directors: the Board of Directors agrees to propose the Balance Sheet (Statement of Financial Position) and Statement of Income for the year ended 31 December 2025 audited and signed by Mr. Teerasak Chuasrisakul, Certified Public Account (Thailand) No. 6624 of BDO Audit Company Limited, considered and examined by the Audit Committee, to the Shareholders' Meeting for consideration and approval. The Company's financial position and operating result in 2025 are summarised as follows:Details from The Company's Financial Statements (Partial)
Unit: Baht million
Description | Consolidated | Company | ||
2025 | 2024 | 2025 | 2024 | |
Total Assets | 76,337.7 | 74,967.4 | 17,011.9 | 17,012.1 |
Total Liabilities | 62,781.4 | 63,587.9 | 1.4 | 1.5 |
Equity | 13,556.3 | 11,379.5 | 17,010.5 | 17,010.5 |
Total Revenue | 49,092.4 | 50,793.8 | 25.5 | 25.5 |
Net Profit (loss) | 2,336.2 | 3,477.9 | (0.1) | (4.1) |
Basic Earnings (loss) Per Share (Baht per Share) | 0.1818 | 0.2707 | (0.0000) | (0.0003) |
The Company's Financial Statements is shown in the 2025 Annual Report (Form 56-1 One Report), under the title "Financial Statements" which can be accessed via the QR Code provided in the enclosed invitation letter.
Voting: the resolution for this agenda shall be passed by the majority votes of the Shareholders who attend the Meeting and cast their votes. Agenda Item 5 To consider and approve the omission of the allocation of profit and the omission of dividend payment for the year 2025 Objective and Rationale: The Public Limited Companies Act B.E. 2535, Section 116 and the Articles of Association, Article 45, stipulates that the Company must appropriate part of its annual net profits to a reserve fund in an amount of not less than five percent of the annual net profits with the deduction therefrom the amount representing the accumulated loss carried forwards (if any) until this reserve fund reaches the amount of not less than ten percent of the registered capital.According to the Public Limited Companies Act BE 2535, Section 115 and the Articles of Association, Article 44, stipulated that the dividend payment must be approved by the Shareholders' Meeting. Dividend policy of the Company and of Thai AirAsia Co., Ltd. which is a subsidiary and company conducting core business will take into consideration operating results, liquidity, cash flow, and financial position, as well as conditions and restrictions on dividend payments as stipulated in loan agreements, debentures, or other relevant contracts to which the company is subject, future business plans, investment requirements, and other factors as deemed appropriate by the Board of Directors.
Opinion of the Board of Directors: the Board recommended that the Shareholders approve the omission of the allocation of profit from the Company's operating result for year 2025 to a reserve fund since the Company still has accumulated deficit. In addition, the Board recommended that the Shareholders approve the omission of dividend payment from the Company's 2025 performance because the Company had its major income from the dividends received from Thai AirAsia Co., Ltd. which is a subsidiary and company conducting core business, by the Board of Thai AirAsia Co., Ltd., has resolved not to pay dividend for the year 2025 due to the reported accumulated deficit. Voting: the resolution for this agenda shall be passed by the majority votes of the Shareholders who attend the Meeting and cast their votes. Agenda Item 6 To consider and approve the appointment of the Company's external auditors and their remuneration for 2026 Objective and Rationale: the Public Limited Companies Act B.E. 2535, Section 120, stipulates that at an annual ordinary meeting of shareholders of each year, there shall be an appointment of an auditor and the determination of an audit fee of the Company. In appointing an auditor, the former auditor may be reappointed. In addition, Notification of the Capital Market Supervisory Board No. TorChor. 44/2556 (including amendments) also stipulates that the listed companies must rotate the auditor if the existing auditor has performed the review or audit and express the opinion on the financial statements of the Company for seven years regardless of consecutiveness. However, the Company can reappoint the auditor who resigned by rotation after a period of at least five consecutive fiscal years from the date of termination of the duties. Opinion of the Audit Committee: the Audit Committee has considered and selected auditors from BDO Audit Company Limited to serve as the Company's external auditors for the year 2026, as the firm is a leading audit firm providing audit services at an international standard and possess expertise in auditing. The appointment will also ensure consistent audit standards within the AirAsia Group, thereby enhancing audit efficiency, coordination, and ensuring a consistent and continuous audit process. The audit fee is considered reasonable. In addition, the proposed audit firm and auditors have no relationship or conflict of interest with the Company, its management, major shareholders, or related persons of such parties. Opinion of the Board of Directors: the Board of Directors agrees with the proposal from the Audit Committee and proposes to the Shareholders' Meeting to consider and approve the appointment of the Company's external auditors from BDO Audit Company Limited and fix the audit fees for 2026. Details are as follows:Name of Auditors | CPA Registration No. | Number of years certified on the Company's financial statements during the past 7 years |
1) Mr. Teerasak Chuasrisakul | 6624 | 1 year |
2) Mr. Kraisaeng Thiranulak | 5428 | - |
3) Mr. Narin Churamongkol | 8593 | - |
4) Miss Supachanya Thongpan | 10505 | - |
5) Miss Amornjid Baolorpet | 10853 | - |
Any of the above auditors can conduct the audit and express an opinion on the Company's financial statements. Should any of the aforementioned auditors cannot perform his or her duty, BDO Audit Company Limited is authorised to delegate another one of its certified public accountant to conduct the audit.
In addition, it is agreed upon that the audit fee and the quarterly review fees of the Company in 2026 are recommended at Baht 0.95 million, increasing from 2025 for Baht 50,000. Therewith BDO Audit Company Limited has been selected as the audit firm for the subsidiary for 2026 as well. The audit fees for 2026 and the audit fees by quarter of the subsidiary are Baht 3.85 million, increasing from 2025 for Baht 100,000. The audit fees for the year 2026 are higher than those of the previous year due to an increase in the volume of transactions and the audit work, in line with the Company's business growth and no non-audit fee.
Voting: the resolution for this agenda shall be passed by the majority votes of the Shareholders who attend the Meeting and cast their votes. Agenda Item 7 To consider and approve the appointment of the Company's Directors to replace those who will be retired by rotation in 2026 Objective and Rationale: as stipulated in the Public Limited Companies Act B.E. 2535, Section 71 and Article 17 of the Company's Articles of Associations, one-third of the Company's Directors must retire by rotation at each Annual General Meeting of Shareholders. The retiring Directors are eligible for re-election. At the Annual General Meeting for 2026, there are 4 Directors retired by rotation as follows:Name of Directors | Positions held |
7.1) Mr. Tassapon Bijleveld | Executive Director |
7.2) Mr. Kulvat Janvatanavit | Non-Executive Director |
7.3) Dato' Mohamad Khadar Bin Merican | Non-Executive Director |
7.4) Mr. Low Kar Chuan | Non-Executive Director |
During the period 3 November 2025 - 30 January 2026 in accordance with the principle of good corporate governance policy relating to the promoting of shareholders' right, the Company invited its shareholders to nominate qualified persons to be elected as the Company's Director in advance. However, there were no shareholders who had proposed a qualified nominee to be elected as the Company's Director.
Opinion of the Board of Directors: the Board has agreed with the Nomination and Remuneration Committee and recommended the Shareholders' Meeting approve the reappointment of four directors who are due to retire by rotation in 2026, namely Mr. Tassapon Bijleveld, Mr. Kulvat Janvatanavit, Dato' Mohamad Khadar Bin Merican and Mr. Low Kar Chuan, to serve for another term. All four directors possess the knowledge, expertise, and experiences that are beneficial for the business operation of the Company, and also are qualified as required by the Public Limited Company Act B.E. 2535 and Notification of the Securities and Exchange Commission as well as they are not being prohibited as stated in the Securities and Exchange Act B.E. 2535 (including amendments), along with other related laws and regulations. Profiles of the Directors are enclosed herewith in Attachment 3.
Voting: the resolution for this agenda shall be passed by the majority votes of the Shareholders who attend the Meeting and cast their votes. Agenda Item 8 To consider and approve the remuneration of the Company's Board of Directors for 2026 Objective and Rationale: as stipulated in the Public Limited Companies Act B.E. 2535, Section 90and Article 22 of the Company's Articles of Associations, the Company's Directors are entitled
to receive the remuneration from the Company. The remuneration includes reward, bonus, meeting allowance, pension, or other remuneration paid in other forms as considered by the Shareholders' Meeting with the resolution of not less than two-thirds (2/3) of the votes from all attending shareholders at the meeting.
Opinion of the Nomination and Remuneration Committee: the Nomination and Remuneration Committee has considered the remuneration of the Directors to be in line with the performance of the Company, responsibilities and performance of each director. Such remuneration must be at an appropriate level comparable to the market and listed companies with similar size as well as being enough to attract and retain quality directors with the Company. The committee recommended that the remuneration of the Company's Board of Directors for 2026 remain unchanged as follows:The monetary remuneration
Each director shall receive the monthly remuneration of Baht 80,000 and Baht 80,000 allowance for each meeting attendance. If there is more than one meeting, each director shall receive only Baht 80,000 allowance in the month. The Chairman of the Board of Directors shall receive the monthly remuneration of Baht 100,000 and Baht 100,000 allowance for each meeting attendance. If there is more than one meeting, the Chairman shall receive only Baht 100,000 allowance in the month.
The monthly remuneration for the Audit Committee (in addition to the remuneration as the directors) shall be Baht 80,000. The Chairman of the Audit Committee shall receive the monthly remuneration of Baht 100,000.
Upon being appointed by the Board of Directors or the Chairman of the Board to a committee, a sub-Committee or a Working Group, the said director shall receive an additional remuneration as the meeting allowance for Baht 40,000 per meeting attendance. If there is more than one meeting, each director shall receive only Baht 40,000 allowance in the month.
The Board of Directors shall receive the bonus for 0.5% of the dividend and the allocation shall be as specified by the Board of Directors.
Other remuneration - Ticket Benefits
Each director (and his family members, meaning spouse and legitimate children) is entitled to one free round-trip ticket for any destination per month, in total twelve tickets in one year. The directors are entitled to the said benefit only while they are serving their office terms as the directors of the Company.
Nonetheless, Executive directors shall not receive any remuneration as members of the Board or sub-committee.
Opinion of the Board of Directors: the Board of Directors has agreed with the Nomination and Remuneration and recommended the Shareholders' Meeting approve the remuneration of the Company's Board of Directors for 2026 as stated.Details of the scope of duties and responsibilities of the Board of Directors are as specified in the 2025 Annual Report (Form 56-1 One Report), under the title "Governance Structure", which can be accessed via the QR Code provided in the enclosed invitation letter.
Voting: the resolution for this agenda shall be passed by the votes of not less than two-thirds of the Shareholders who attend the Meeting. Agenda Item 9 Other matters (If any) Objective and Rationale: this agenda is set to provide the opportunity for the Shareholders to ask and/or give comments to the Board of Directors (if any) and/or for the Board of Directors to clarify and answer questions from the Shareholders without proposing any further issues for approval. No resolution is needed for this agenda.The Company has set the record date to determine the names of shareholders who have right to attend the 2026 Annual General Meeting of Shareholders, on 11 March 2026.
In accordance with the principle of good corporate governance policy, the Company invited its shareholders to propose agenda and nominate qualified persons to be elected as the Company's Director in advance. However, there were no shareholders who had proposed an agenda or qualified nominee to be elected as the Company's Director.
The Board of Directors has resolved to approve a method of convening the 2026 Annual General Meeting of Shareholders through electronic meeting (E-Meeting). The Shareholders who wish to attend the meeting in person via electronic means or to appoint a proxy to attend and vote on their behalf are requested to follow "Procedure and Terms and Conditions for attending the 2026 Annual General Meeting of Shareholders through Electronic Media (Attachment 6)". For convenience, the Shareholders may appoint the Company's Independent Directors as their proxy to attend and vote at the Meeting on their behalf, please find the details of "Proxy to the Independent Director" and "Qualifications and Profiles of Independent Director for Shareholders' Consideration in Granting Proxy" which are set out in Attachment 7 and Attachment 8. In addition, Shareholders may also appoint a proxy electronically (e-Proxy) via the Investor Portal system of Thailand Securities Depository Co., Ltd. (TSD) at the following link: https://ivp.tsd.co.th/ , in place of submitting the proxy form by post.
The registration and vote counting at the 2026 Annual General Meeting of Shareholders shall be made through the electronic means. The Company shall also invite a representative from a law firm to examine the voting process and the Meeting to be transparent and in accordance with the law and the Articles of Association of the Company, including the good governance principle.
To provide the Shareholders' convenience in accessing the above information, the entire set of documents related to the Invitation of the 2026 Annual General Meeting of Shareholders, together with the proxy forms and all related documents are available on the Company's website: https://www.aavplc.com, both in Thai and English.
Yours sincerely,
(Signature)
(Mr. Vichate Tantiwanich) Chairman of the Board
Asia Aviation Public Company Limited
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