The electronic meeting system will be opened for access at 12:00 hours (2 hours before the meeting starts)
The Board of Directors has resolved to approve a method of convening the 2026 Annual General Meeting of Shareholders through electronic meeting. The Shareholders who will attend the Meeting or assign the proxy,
please follow "Procedure for attending the 2026 Annual General Meeting of Shareholders through Electronic Media (Attachment 6)".
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
Attachment 1
AAV07/2025
(Translation)
Minutes of the 2025 Annual General Meeting of Shareholders Asia Aviation Public Company Limited 30 April 2025 at 14.00 hrs. by Electronic Means Broadcast live from Thai AirAsia Head Office's Meeting Room, 222 Don Mueang International Airport, 3rd Floor, Central Office Building, Vibhavadee Rangsit Road, Don Mueang, Bangkok Clarification to shareholders prior to the MeetingThe meeting today is in the form of electronics media, complying with the Emergency Decree on Electronic Meeting B.E. 2563 (2020) and the Notification of Ministry of Digital Economy and Society Re: Standards for Maintaining Security of Meetings via Electronic Means B.E. 2563 (2020) whereas the Company has engaged expert service providers that are certified by relevant offices to organize the meeting via electronic media. These service providers include Certified Meeting Control System (Zoom Meeting) and Voting System (Inventech Connect), which have passed self-assessment of consistency by the Electronic Transactions Development Agency. In addition, the Company would like to inform the shareholders that during this meeting, the Company will proceed, keep, use and reveal personal information, including still pictures and audio visual of every participant of the meeting in order to record and provide the minutes of the meeting and the meeting management etc., while the meeting procedures will follow the guidelines in the documents sent to the shareholders in advance and include the following information:
For the participants of the meeting this time, the Company reserves the right for shareholders of the Company and the proxies to receive username and password by identifying through the request to join the electronics meeting in accordance with the process specified by the Company while the participants give consent to comply with the regulations of the meeting through electronics media and registering by push the button "Register" which will be regarded as the shareholders already registered to join the meeting and number of shares held by the shareholders will be counted as a quorum.
To vote at Shareholders' Meeting, one share represents one vote.
The Chairman is the proposer for shareholders to vote for each agenda. By voting for each agenda, one shareholder is entitled to vote only one of agree, disagree or abstention, except for the shareholder being custodian is entitled to vote separately.
For the Agenda 7, regarding the appointment of the Company's Directors to replace those who
will retire by rotation, the voting by individual person shall be applied in order to be in line with good governance.
For the vote count, the Company will deduct the disagreement, abstention and voided ballots from the total number of votes passed by shareholders who are present and have the rights to vote. The remaining votes shall be counted as agreement for that agenda.
222, Don Mueang International Airport, 3rd Fl., Central Office Bldg.,
Voting procedures via the electronic meeting system (E-Voting)
The shareholders shall select the agenda of which they would like to cast a vote, then push "vote" button. The system will show all 3 boxes such as "Agree", "Disagree" or "Abstain". For the shareholders or proxies holders for many shareholders, the system will show all the names of proxies whereas the votes shall be separated into User Account.
If the shareholders need to cancel the vote, please push the button "Cancel the vote".
For any shareholders do not cast the votes within the time specified, the Company will regard that the shareholder agrees on that agenda and the casting is changeable until the closing of casting is notified in such agenda.
For the proxies holders for many shareholders using same email and telephone numbers to identify themselves as proxies, the system will compile the proxies in the same user account except using different email and telephone numbers to identify themselves, the system will not combine the names of proxies but will separate the user account. If they need to use other accounts, please select the menu "User Account" and press the button "Change Account" in order to access the other shareholders' accounts while the system will not delete the vote from the meeting base.
Shareholders have 1 minute to vote after the notification to vote of each agenda. In addition, when the voting is closed for each agenda, the vote result of that agenda will be announced in the Meeting.
In case that the shareholders register to leave the meeting before the closing of the resolution of any agenda, the votes of the shareholders will not be counted as the participant in such agenda and voting the rest of the agenda immediately. However, leaving the meeting in any agenda will not waive the right of the shareholders or the proxies to return to participate in the meeting and cast the votes in following agenda in the system.
Before voting on each agenda, the Company will give the chance to the participants to ask questions or express the opinion in the issues related to the agenda as appropriate by selecting the agenda needed to ask questions or express opinion, then push the button "Question". There are 2 channels for asking questions such as:
asking through messages, type the question, then push the button "Sending question" whereas
the Company will answer the question in the meeting related to such agenda, or
asking via VDO conference by pushing the button "Asking via VDO conference", then push "Agree" to confirm reserving queue, after receiving the signal from the officer to give permission, open your camera and microphone while the participant of the meeting will notify name and surname and inform the status as shareholder or proxies from any shareholder before asking the question every time in order that the Company can record in the minutes of the meeting completely.
Thus, the Company reserves the right to remove pictures or sound of the shareholder asking the impolite question or express the opinion defaming the others or breaching any laws as well as abusing the right of other persons or disturbance the meeting or causing trouble to the other participants.
However, to keep the timing of the meeting, in each agenda, the Company would like to ask for permission to open the chance for asking question through VDO conference to the first 2 persons who push the button to reserve the queue and the one who asks the question through VDO conference will ask only one round to give the chance to other shareholders and proxies to ask questions in the next agenda. For the Shareholders and proxies who are not in the first 2 persons, please type the questions in Q&A and press send into the system instead and in case there are many questions related to such agenda, the Company will screen them as appropriate or keep your questions until the end of the meeting or the Company will provide summary of the questions with answers on the website of the Company as well as providing it as the enclosure of the minutes of the meeting.
In case the shareholders face the problems in using the meeting system or voting system, please study and comply with the instructions attached to the invitation letter or choose menu "Help" in the system by contacting the officer from Inventech Call Center by telephone numbers or LINE Official as appeared on the screen.
In case of the system failure during the meeting, the shareholders shall receive email in order to be back to the meeting via the standby system.
For foreign shareholders, please scan QR code appear on the screen to listen English translation. However, shareholders have to vote and ask the question via Inventech system.
Guidelines for counting the shareholders' votes
Agenda 2, 4, 5, 6, 7.1, 7.2, 7.3, 7.4 are considered as normal agenda as stipulated in the Public Limited Companies Act B.E. 2535 (1992) Section 107 (1), which require the majority votes from the attending shareholders who cast the votes. In this case, the shareholders voting for abstention will not be included in the voting base.
Agenda 8 Re: To consider and approve the remuneration of the Company's directors for 2024 is stipulated in the Public Limited Companies Act B.E. 2535 (1992), Section 90 Paragraph 2, which require the resolution of the Shareholders' Meeting consisting of not less than two-thirds of the total number of votes from the attending shareholders. It is not required whether those shareholders make the votes or have the voting rights or not. Therefore in this case, the voting base is counted from total votes of the attending shareholders.
The Company's staff introduces the following directors, company secretary, external auditor and legal consultants: Board of Directors
Mr. Vichate Tantiwanich Chairman of the Board, Chairman of Audit Committee,
Independent Director and Chairman of the Meeting
Mr. Veerayooth Bodharamik Audit Committee and Independent Director
Mr. Tassapon Bijleveld Director and Executive Chairman
Mr. Santisuk Klongchaiya Director and Chief Executive Officer
Mr. Phairat Pornpathananangoon Director and Chief Financial Officer
Mr. Sirot Setabandhu Independent Director
Mr. Yuthapong Ma Director
Mr. Kulvat Janvatanavit Director
Dato' Mohamed Khadar Bin Merican Director (via Video Conference)
Mr. Dinesh Nambiar Independent Director (via Video Conference)
Mr. Rozman Bin Omar Director (via Video Conference)
Mr. Ahmad Al Farouk Bin Ahmad Kamal Director was appointed on 12 November 2024 replacing Mrs.
Pattra Boosarawongse, who announced her resignation on 15 October 2024 (via Video Conference)
There were 12 directors attending the meeting, equivalent to 100 percent of the total (12) directors. Company Secretary
Ms. Nisres Distes External Auditor
Mr. Prapan Jettanachewchankit External Auditor from EY Office Company Limited
Legal Consultant to answer shareholders' questions and to witness the vote count
Ms. Pratumporn Somboonpoonpol Weerawong, Chinnavat and Partners Ltd.
The Company has set the record date to determine the names of shareholders who have right to attend the 2025 Annual General Meeting of Shareholders, on 31 March 2025.
Whereas the Company provided the opportunity to the Shareholders to propose the matters for which the Board of Directors to consider containing into the agenda in this Annual General Meeting of Shareholders including nomination of the candidates for election as the Company's director to replace those who resigns according the term since 1 November 2024 to 31 January 2025 by notifiying such invitation via electronics channel of the Stock Exchange of Thailand. However, the Company would like to inform that no shareholders proposed agenda or nominated persons to be considered as director in accordance to the Company's Articles of Association.
In the Meeting there were 16 shareholders attending the Meeting and 509 proxies representing 9,082,687,704 shares, equivalent to 70.6823 percent of the total issued share capital, to form a quorum. This is in compliance with Section 103 of the Public Limited Companies Act and Article 33 of the Company's Articles of Associations, which state about the quorum that not less than 25 shareholders and proxies, or not less than half of the total shareholders holding not less than one third of the total shares sold must attend the Meeting to form a quorum. The Company allowed the on-going registration through the system until the Meeting is adjourned.
When the quorum was formed, Mr. Vichate Tantiwanich, Chairman of the Meeting opened the 2025 Annual General Meeting of Shareholders of Asia Aviation Plc. by following the Meeting agenda as informed in the invitation to attend the Meeting as disseminated on the website and delivered to the shareholders in advance.
Start the MeetingThe Chairman of the Meeting stated to the Meeting that the reason why this year's Annual General Meeting of Shareholders is still being held in the form of an electronic meeting (Online Meeting) instead of a physical meeting. This is because the end of April is the period during which many listed companies hold their annual general meetings as required by law, resulting in overlapping meeting dates among several companies. The Company believes that holding the meeting electronically facilitates shareholders' participation, especially for those who need to attend multiple meetings of different companies within a short timeframe. Additionally, it promotes the use of technology in corporate management and helps reduce the burden of travel.
Nonetheless, the Company remains committed to the principles of full disclosure and shareholder participation, regardless of the format of the meeting.
Agenda 1 Matter to be informedThe Chairman of the Meeting stated to the Meeting that 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. Then Chairman of the Meeting assigned the Executive Chairman to inform the information to the Meeting.
Mr. Tassapon Bijleveld, Executive Chairman, provided the following information to the Meeting.
Overview of Thailand's tourism landscape. The year 2024 has been another strong recovery year for the Thai tourism industry. International tourist arrivals have nearly returned to pre-COVID levels, while domestic travel continues to thrive. Tourism remains a key driver of the Thai economy during this period. As for Thai AirAsia, this marks our 21styear of operations. We remain committed to being the number one low-cost airline in Thailand. We take pride in playing a crucial role in connecting cities across the country and the region, supporting both tourism and local economies along the way. Over the years, we've certainly faced many challenges, but the continued trust from our passengers, shareholders, and partners has been the driving force behind our resilience and growth to where we are today.
Next, I'd like to provide an update on the tourism industry as a whole, along with the company's position within it. Last year marked a strong rebound for the travel sector, with growth significantly outperforming the year before and edging closer to pre-COVID levels.
First, the number of international tourists visiting Thailand.In 2019, prior to the pandemic, Thailand welcomed 39.8 million international visitors, with nearly half coming from China and other ASEAN countries.
In 2024, the number of international arrivals recovered to 35.5 million, about 89% of the 2019 level, indicating a healthy pace of recovery.
Interestingly, several markets such as India, Malaysia, Taiwan, Russia, and Saudi Arabia have already surpassed their pre-COVID figures. However, key markets like China and Japan have yet to fully recover, primarily due to China's focus on domestic tourism and Japan's challenging economic environment.
Government policies, especially visa-free entry for Chinese tourists, have played a key role in stimulating international travel. This has also led to an increase in outbound travel by Thai nationals, particularly to China.
Second, Thai AirAsia's role in supporting tourism.Domestic tourism among Thais had already surpassed pre-COVID levels as early as 2023. In 2024, domestic travel reached 199 million trips, up from 173 million in 2019.
However, according to data from Airports of Thailand (AOT), air travel within the country has yet to fully recover, with domestic flight volumes reaching only 80% of pre-COVID levels.
The Tourism Authority of Thailand (TAT) projects that domestic trips will reach 200 million in 2025, representing a modest year-on-year increase.
Summay of the Company's operational performance over the past year
In 2024, Thai AirAsia operated a fleet of 60 aircraft, almost back to our pre-COVID peak of 63 aircraft. During the year, we added three new A321neo aircraft to our fleet.
Our total seat capacity recovered to 88% of pre-pandemic levels, reaching 23 million seats.
Passenger volume came in at 20.8 million, marking a 94% recovery compared to pre-COVID levels.
On the financial front, Revenue per Available Seat Kilometre (RASK) rose by 34%, from Baht 1.49 to Baht 2.00, primarily driven by fare increases that reflect elevated operating costs.
Cost per Available Seat Kilometre (CASK) also rose by 20%, reaching Baht 1.85, mainly due to higher fuel prices and aircraft maintenance costs. After COVID, all aircraft must undergo maintenance.
Total revenue from sales and services hit a record Baht 49,426 million, a 23% increase from
2019 and the highest in our company's 21 years history.
Most notably, the company returned to positive core operating profit of Baht 3,007 million, a significant turnaround from a core loss of over Baht 1,100 million in 2019.
Earnings per share (EPS) also turned positive at Baht 0.2707, signalling that the Company is once again creating value for shareholders.
In summary, Thai AirAsia marked a clear turning point with a strong recovery and is firmly focused on building long-term resilience and growth in tourism as mentioned. Thank you.
There was neither further opinion nor question from the shareholders on this agenda. Then, Chairman of the Meeting informed that this was the matter for acknowledgement, which did not require any resolution, the Meeting should proceed to the following agenda.
Agenda 2 To consider and certify Minutes of the 2024 Annual General Meeting of Shareholders held on 19 April 2024The Chairman of the Meeting stated to the Meeting that minutes of the 2024 Annual General Meeting of Shareholders held on 19 April 2024, were considered by the Board of Directors having been properly and fully prepared, submitted to the Stock Exchange of Thailand within 14 days as from the date of the Meeting, and publicised in the Company's website (www.aavplc.com), as per Copy, sent to the shareholders together with Notice of Meeting, Attachment 1.
There was neither further opinion nor question from the shareholders on this agenda. Then, Chairman requested that the Meeting approve Minutes of the 2024 Annual General Meeting of Shareholders held on 19 April 2024, as presented; and informed that this agenda shall be approved with resolution of the majority votes of the shareholders, present and voting at the Meeting. The attendees who intend to vote as agree, disagreement or abstention can press the voting button of the electronic system.
ResolutionThe Meeting had a resolution to approve Minutes of the 2024 Annual General Meeting of Shareholders held on 19 April 2024 with the majority votes of the attending shareholders who cast the following votes:
Approved | 9,082,763,567 | votes | equivalent to | 100.0000% |
Disapproved | 0 | vote | equivalent to | 0.0000% |
Abstained | 41,073 | votes | not count as vote base | - |
Voided ballot | 0 | vote | not count as vote base | - |
Total votes (530 shareholders) | 9,082,804,640 | votes |
The Chairman of the Meeting stated to the Meeting that the Company summarised the past operating performance and significant changes in 2024, details as appeared in the Annual Report (Form 56-1 One Report). This year, it can be viewed by scanning the QR Code on the registration certificate that has been sent to the shareholders together with the invitation letter.
Mr. Santisuk Klongchaiya, Chief Executive Officer, was asked to inform the Meeting.
The year 2024, marked a true turning point in our recovery journey. After overcoming the challenges brought on by the COVID-19 crisis, we achieved several significant milestones. We recorded the highest revenue in our history and, for the first time since the pandemic began, returned to reporting core profits. We also maintained our strong leadership in the domestic airline market, reaching a peak market share of 41% in 2024. These satisfying results are the outcome of our collective determination and sacrifices during the most difficult times. We made a conscious decision to preserve our people, our aircraft, and other critical resources, so that when the time came, we could bounce back quickly and stronger than ever. Now, I would like to invite you to take a look at a snapshot of our achievements over the past year, presented in the following video.
In 2024, Thai AirAsia entered its 21styear of operation as the leading low-cost airline in Thailand. Currently, Asia Aviation Public Company Limited or AAV, a company listed on the Stock Exchange of Thailand and operating as a Holding Company, is the sole shareholder of Thai AirAsia.
An overview of Thai AirAsia's business performance in 2024 consists of six main points:
Business Performance in 2024, with Outstanding Growth in Both Revenue and Profit
2024 was another significant step in the recovery of Thai AirAsia, reporting revenue from sales and services of Baht 49,436 million, a 20% increase from the previous year, and a new company record.
Thai AirAsia offered 23 million seats, a 10% increase from 2023, representing 88% of 2019 levels before COVID-19.
From these seats, Thai AirAsia transported 20.8 million guests, a 10% increase compared to the previous year, with a high load factor of 91% and an average fare increase of 10% to Baht 1,967 from the previous year, or 33% compared to 2019, reflecting the continued strong demand for air travel and the increased operating costs of the airline industry.
With continuous cost control, the Company achieved a Core Profit of Baht 3,007 million, marking the first year of profitability after COVID-19.
Thai AirAsia's fleet at the end of the year consisted of 60 aircraft, close to the pre-COVID level of 63. Among these, there were five new Airbus A321neo with a capacity of 236 passengers and 25% more fuel efficiency per seat compared to the previous model.
Awards and Achievements
Throughout the year, Thai AirAsia received numerous regional and global awards and rankings:
Received the "World's Best Low-Cost Airline" award from Skytrax for the 15thconsecutive year.
Ranked by Cirium as the most punctual airline in Thailand and ranked 5thamong airlines in Asia Pacific and 10thamong low-cost airlines worldwide.
Ranked as one of the 6 safest low-cost airlines in the world by AirlineRatings.com.
From the guest's perspective, the Company received an NPS score of 52, while employee satisfaction measured through employee NPS increased to 42, reflecting increasing satisfaction and engagement within the organisation.
AAV Stock Price Movement
Throughout 2024, AAV stock traded in the range of Baht 1.98 to 2.94 per share, representing a stock price return increase of 30% compared to the beginning and end of the year. The year-end price of Baht 2.76 represents a Price-to-Earnings Ratio (P/E Ratio) of 11.8 times in 2024. This return is higher than the overall stock market index, which decreased by 1%, and also higher than the average of the transportation index group in the stock market, which decreased by 2%.
Comprehensive Route Network For Domestic Routes:
At the end of 2024, Thai AirAsia operated 34 domestic routes connecting 24 destinations across the country.
In October, the Company had its highest market share in history at 41%, and an average of 40% throughout the year, with an average domestic load factor of 93%, reinforcing Thai AirAsia's leadership in marketing campaigns, the number of flights compared to competitors, and a strong brand.
For International Routes:
At the end of 2024, Thai AirAsia operated 56 routes connecting 50 destinations. The proportion of seats in the international market is divided into ASEAN 49%, China 19%, East Asia, such as Japan, Hong Kong, Macau, Taiwan, 18%, and South Asia 14%
Throughout the year, the average international load factor was 87%, with several destinations seeing increased seating capacity to accommodate growing guest numbers, such as Vietnam, India, and Taiwan.
Opening of Fifth Freedom Routes for the First Time
In 2024, Thai AirAsia expanded its service capabilities to a more international level by opening routes under the Fifth Freedom Right for the first time.
Fifth Freedom refers to the right to carry guests between a "Second Country" and a "Third Country" with the "Country of Origin" as the starting point of the flight, allowing the airline to pick up guests from a stopover point to the final destination directly. Opening routes of this nature increases flexibility in route network planning, increases revenue opportunities, and meets the needs of high-demand markets with supply gaps.
In 2024, Thai AirAsia opened two Fifth Freedom routes: Don Mueang - Taipei - Okinawa and Don Mueang - Kaohsiung - Narita. Currently, Thai AirAsia operates 7 flights per week on both routes, focusing on picking up guests from stopover points, namely Taipei and Kaohsiung, to the destinations of Okinawa and Narita, respectively.
Sustainable Development
Divided into Good / Green / Growth, which is consistent with ESG.
Good - Focus on efficient management for stable and sustainable performance. Thai AirAsia focuses on using resources efficiently, reducing costs, and improving the efficiency of business operations. A key example is maintaining flight punctuality. In 2024, Thai AirAsia's punctuality rate was 79%, down from 83% in 2023, but Thai AirAsia remains the most punctual airline in the country.
Green - Focus on reducing environmental impact. The Company promotes the use of clean technology, along with monitoring the policy of implementing Sustainable Aviation Fuel (SAF) continuously, as well as waste management and finding carbon credits to prepare for compensation under the Carbon Offsetting and Reduction Scheme for International Aviation (CORSIA) in the next 3-5
years. In 2024, Thai AirAsia reduced carbon dioxide emissions per passenger to 72 grams of CO2per revenue passenger kilometre (gCO2/RPK), compared to 86 grams of CO2per revenue passenger kilometre in 2019, showing the continuous development of the Company's operational efficiency improvement projects.
Growth - Focus on growing with communities and society. Thai AirAsia and the AirAsia Foundation have supported sustainable tourism projects in Thailand since 2017. Our main project "Journey D", has helped promote community-based tourism in 13 communities across the country. Ban Mung Nuea community in Phitsanulok province is the latest community to join the project. The Journey D project was established to focus on sharing knowledge with communities to increase their competitiveness in the market. The AirAsia Foundation assists well-known tourist attractions in managing problems caused by an excessive number of tourists.
In addition, Thai AirAsia focuses on safety, occupational health, and the environment in employee work. In the past year, the Lost Time Injury Frequency Rate (LTIFR) decreased to 0.99 times from 1.16 times, while the Injury Severity Rate (ISR) decreased to only 4.66 days per 1 million working hours from 12.70 days.
Thai AirAsia also supports gender equality and diversity. In 2024, the Company had a total of 5,216 employees, with 38.5% being female and 18% being female executives. In the past year, the proportion of female pilots increased from 5.17% to 5.6%.
In addition, Thai AirAsia places strong emphasis on raising public awareness about sustainability, especially among the general public. The airline took part in the Sustainability Expo 2024 held at the Queen Sirikit National Convention Centre, where Mr. Tony Fernandes, Chief Executive Officer of Capital A, participated in a panel discussion highlighting the vital role of sustainability within the aviation industry. At Thai AirAsia's exhibition booth, the company showcased the airline's sustainability vision under two key themes: AirAsia's Green Journey and Your Green Journey with AirAsia. These highlighted the airline's ongoing path toward greener operations and encouraged guests to travel more responsibly for a more sustainable future.
Overall, in terms of sustainability, the Company received its first ESG assessment from FTSE Russell through cooperation with the Stock Exchange of Thailand. The Company received a score of 3.7 out of 5, which makes Thai AirAsia score higher than the FTSE4Good index criteria, and the latest SET ESG Rating is comparable to the "AA" level of sustainable stocks.
Thai AirAsia remains committed to the Company's mission through the slogan "Now Everyone Can Fly" and continues to move towards stable, sustainable growth and create shared value for shareholders, society, and the Thai aviation industry.
Mr. Santisuk Klongchaiya, Chief Executive Officer, presented 2025 Operation Plan to the meeting which following details:
For 2025, Thailand's tourism industry is expected to continue its recovery. The Tourism Authority of Thailand (TAT) forecasts international tourist arrivals at 39 million, generating revenue of up to THB 3.4 trillion. Growth is expected to be driven by high-quality travellers, supported by emerging trends such as workation and sustainable tourism, alongside the government's continued investment in tourism infrastructure. However, challenges remain, particularly the slower rebound from the Chinese market, impacted by safety concerns and other external factors.
Flight Network and Fleet Expansion
In the domestic market, Thai AirAsia continues to lead in market share and is actively expanding its network through Suvarnabhumi Airport.
On the international front, we plan to optimise our network to align with demand trends in each region. This includes launching new routes such as Haiphong, Busan, and expanding our Fifth Freedom flight, specifically Don Mueang-Hong Kong-Okinawa and Chiang Mai-Taipei-Sapporo. We are also exploring new high-potential destinations.
As for our fleet, Thai AirAsia plans to grow from 60 to 66 aircraft within 2025. We have already received two aircraft earlier this year, and expect the remainder to be delivered in the second half. The focus will be on acquiring A321neo aircraft, which offer increased capacity and up to 25% fuel savings.
Revenue Growth Outlook
We expect total revenue from sales and services to grow by approximately 15% year-on-year in 2025. Passenger volume is targeted at 23-24 million, with a strong emphasis on domestic routes driven by our expanded operations at Suvarnabhumi Airport. Average fares are expected to remain at similar levels to the previous year.
Thai AirAsia remains actively engaged with government agencies to support tourism and related services, which are core components of the national economy.
Operational Efficiency
Across the company, new initiatives are being implemented to manage rising costs, particularly aircraft maintenance and airport-related expenses. These efforts are being systematically tracked to improve both operational efficiency and the overall customer experience. We also aim to restore our On-Time Performance (OTP) to previous levels of excellence.
In addition, Thai AirAsia is committed to maintaining EBITDA margins at similar levels to last year to ensure financial resilience. This will allow for more flexible and efficient cash flow management.
We are also continuing our efforts to become a more sustainable airline by improving fuel efficiency, introducing next-generation aircraft, and building on the progress I shared earlier.
Operating Plan 2025: Domestic Market
Thai AirAsia continues to solidify its position as the leading airline in Thailand's domestic aviation market. As of March this year, we captured approximately 42% of total domestic passenger market share nationwide, reflecting our strong presence across all regions. Our network is uniquely structured with four operating hubs, enabling efficient cross-regional connectivity that sets us apart from competitors.
In 2025, we plan to increase the share of domestic flights in our network from 60% to 65%, in response to continued strong demand in the local market. Domestic routes also offer significantly better unit profitability, approximately twice as high as international routes. To support this growth, we are expanding our domestic network via Suvarnabhumi Airport, with plans to launch the following new routes this year:
Bangkok (BKK) - Khon Kaen: 14 flights/week
Bangkok (BKK) - Udon Thani: 14 flights/week
Bangkok (BKK) - Phitsanulok: 7 flights/week
Bangkok (BKK) - Buriram: 7 flights/week
Bangkok (BKK) - Ubon Ratchathani: 7 flights/week
Bangkok (BKK) - Chiang Rai: 7 flights/week
Bangkok (BKK) - Nakhon Phanom: 7 flights/week
Bangkok (BKK) - Lampang: 7 flights/week
Bangkok (BKK) - Narathiwat: 7 flights/week
Operation Plan 2025: International Market
ASEAN
Thai AirAsia holds the number 1 market share on three key routes such as Vietnam, Laos, and Cambodia, out of the seven ASEAN countries we currently serve. These short-haul international routes operate with a cost structure similar to domestic flights but yield higher international fares, making them a highly profitable segment.
Fifth Freedom Routes
Following the strong performance of our Taiwan-Japan Fifth Freedom route last year, we plan to launch 2 to 3 additional Fifth Freedom routes this year to further enhance our network reach and revenue potential.
East Asia
East Asia remains a relatively high-cost region compared to others. We recognise the need for deeper negotiation efforts to improve cost efficiency and maintain competitiveness in these markets.
China
China is a market that has slowed down due to various factors, such as concerns about safety as well as the overall economic situation of the country. We plan to reduce our capacity allocation to China from 30% in 2019 to 17% in 2025, reflecting lower demand compared to the pre-COVID period. We continue to monitor evolving market sentiment, including domestic conditions in China and the willingness of Chinese tourists to visit Thailand. We also look forward to potential additional tourism stimulus measures from the Thai government.
India
Conversely, we are increasing our capacity allocation to India from 8% in 2019 to 18%, reallocated primarily from the Chinese market. India, now the world's most populous country, is experiencing strong growth in outbound travel demand. Additionally, many Indian routes are suitable for red-eye flights, allowing us to maximise aircraft utilisation.
That said, we continue to monitor the seat quota under Phase 2, expected to take effect in the second half of this year, which could further shape our capacity strategy.
In summary, 2025 will be another solid year of performance for Thai AirAsia, as operations stabilise and return to normal across the board. Despite various ongoing challenges, we remain committed to delivering value to all stakeholders such as our shareholders, our passengers, our communities, and most importantly, our people. For updates and more information, we invite all investors to visit our Investor Relations website. Thank you.
The Shareholders and the proxies made inquiries as follows:
-
Mr. Chayawat Karawawattana (the Shareholder attended in person):
Amid uncertainties such as the trade war and trade tariffs from the United States, how have these factors directly and indirectly impacted the Company, and what are the Company's strategies for managing them?
-
Mr. Tassapon Bijleveld (Executive Chairman):
In our day-to-day operations, the Company regularly monitors various environmental factors in detail, especially regarding tariffs. At present, we are gathering information from multiple sources and experts to assess the potential impact. However, the overall picture remains unclear. Most of our purchases, whether aircraft or various spare parts, primarily come from Europe. Some engines are sourced from the United States. As of now, the impact of tariffs is still not clearly evident. Nevertheless, the Company continues to exercise close and careful monitoring.
-
Mr. Chayawat Karawawattana (the Shareholder attended in person):
What are the Company's plans regarding new aircraft acquisitions and the development of future
flight routes?
-
Mr. Santisuk Klongchaiya (Chief Executive Officer):
As previously mentioned, by the end of 2024, the Company had a fleet of 60 aircraft. There are plans to acquire six additional aircraft, two have already been delivered, and the remaining four are expected to be delivered in the second half of the year, likely between the third and fourth quarters. Regarding flight routes, as noted, we aim to expand our domestic network by leveraging the growth potential of Suvarnabhumi Airport. It is important to acknowledge that Don Mueang Airport is currently operating near full capacity, with a congested flight schedule. Therefore, the primary opportunity for increasing domestic flights lies at Suvarnabhumi, which still has available capacity, especially with the addition of the third runway that will enhance the airport's overall capacity. We plan to launch domestic flights to several cities, such as Phitsanulok, Ubon Ratchathani, Udon Thani, and Khon Kaen. In the future, we expect to operate flights from both Don Mueang and Suvarnabhumi airports. On the international front, with the expected expansion of air traffic rights between Thailand and India under Phase 2, we anticipate an increase in seat allocations, which will allow us to expand our services to India. Additionally, the ASEAN market, particularly Vietnam, continues to show strong potential, and the Hai Phong route is currently under development. Moreover, we recently received certification from the FAA, upgrading Thailand's aviation safety rating to Category 1. This allows for direct flight operations to the United States and opens up opportunities to launch services to Busan, South Korea, which is one of our targeted destinations. We are also exploring the Fifth Freedom rights, such as flights from Bangkok to Hong Kong and onward to Okinawa. In June, we will introduce a new route from Chiang Mai to Taipei, continuing to Sapporo. These represent new route expansions for Thai AirAsia.
-
Mr. Sathaporn Kotheeranurak (the Shareholder attended in person):
In the face of ongoing uncertainty, what strategies has the Company implemented to strengthen its market competitiveness and drive revenue growth in its core business areas?
-
Mr. Santisuk Klongchaiya (Chief Executive Officer):
As Mr. Tassapon has previously mentioned, the Company continues to closely monitor the situation. As Thai AirAsia, we remain focused on operational efficiency. The most critical factor at present is the uncertainty that lies ahead. We cannot control global economic conditions, policies, or changes happening around the world, many of which are beyond our control. What we can do is to manage our costs as efficiently as possible to ensure optimal performance. At the same time, we continuously look for opportunities to generate revenue, explore new markets, and leverage Fifth Freedom rights, where we can operate flights between two foreign countries after landing in one. Therefore, what lies within our control is to enhance operational efficiency, with a particular focus on cost control
-
Mr. Vichate Tantiwanich (Chairman of the Board and Chairman of the Meeting):
These are situations that everyone has to face, regardless of the industry they are in. If we look back to the COVID-19 period, what we did was maintain good cost control, preserve quality, and stay prepared. Once everything started to ease, we were ready to bounce back. We have already proven this once, which is why this year we are able to report strong profits. After all of this has passed, our strategy is to remain flexible and constantly aware that we are ready to return to full operations.
There was neither further opinion nor question from the shareholders on this agenda. Then, Chairman of the Meeting informed that this was the matter for acknowledgement, which did not require any resolution, the Meeting should proceed to the following agenda.
Agenda 4 To consider and approve the Balance Sheet (Statements of Financial Position) and Statements of Income for the year ended 31 December 2024The Chairman stated to the Meeting that, according to Public Company Limited Act, B.E. 2535 (1992) (including amendments), Section 112, the Company shall prepare the Balance Sheet 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. The Company's Financial Statements for the year ended 31 December 2024 , which were audited and signed by Mrs. Kunlapee Piyawannasuth, Certified Public Account (Thailand) No. 6137 of EY Office Limited, and reviewed by the Audit Committee.
Mr. Phairat Pornpathananangoon, Chief Financial Officer, was asked to inform the Meeting.
Mr. Phairat Pornpathananangoon reported to the meeting that the information in support of the consideration to approve the financial statement of the year 2024 starting from the performance of Thai AirAsia as follows:
In 2024, Thai AirAsia reported total revenue of Baht 50,793 million, an 18% increase from 2023. This growth was driven by both an increase in passenger volume and a 10% rise in average fares. The average fare per passenger increased to Baht 1,967, while ancillary revenue per passenger rose by 1% to Baht 409. Additionally, the company recorded a foreign exchange gain of Baht 589 million due to the appreciation of the Thai Baht.
Total expenses amounted to Baht 44,092 million, a 10% increase from the previous year. The increase was primarily due to higher maintenance costs, staff expenses, and fuel costs in line with increased seat capacity. Fuel costs accounted for the largest share of cost of sales and services, at 40%. Maintenance and staff costs accounted for 20% and 13%, respectively. The remaining costs were related to airport-related expenses, aircraft depreciation, selling and administrative expenses, and other operating costs.
In summary, Thai AirAsia reported a net profit for the year was Baht 3,482 million, representing a significant 652% increase from the prior year. This translated to earnings per share (EPS) of Baht 35.97 per share.
In terms of financial position, Thai AirAsia's total assets increased by 16% from the previous year, reaching Baht 54,636 million, largely due to higher related-party receivables, in line with increased ticket sales, and an increase in right-of-use assets, following the expansion of the fleet.
Thai AirAsia's total liabilities increased by 8%from the previous year, mainly due to higher accrued expenses, additional debentures, and increased lease liabilities. The company's interest-bearing liabilities increased to Baht 9,940 million, up from Baht 8,660 million in the previous year.
Thai AirAsia's shareholders' equity remained negative at Baht (9,457) million, but this was an
improvement from Baht (12,428) million a year earlier, reflecting the net profit achieved during the year.
Separate financial statements of Asia Aviation
As for the profit and loss statement, since Asia Aviation does not operate any business other than holding shares in Thai AirAsia, the profit and loss statement did not have any movement.
For the financial position statement, Asia Aviation had total assets remaining at Baht 17,012 million, mainly from investments in Thai AirAsia.
Total liabilities stood at Baht 1 million, from accrued expenses (annual report preparation and audit fees).
While the shareholders' equity remained at Baht 17,011 million. Consolidated Financial Statements of Asia Aviation
Asia Aviation reported consolidated total revenue of Baht 50,794 million, representing an 18%
increase from the previous year. The key drivers behind this growth are consistent with those outlined in the profit and loss statement of Thai AirAsia.
Asia Aviation reported a net profit of Baht 3,478 million for 2024, a substantial increase from Baht 466 million in the prior year, equivalent to 647% growth. This translated to earnings per share (EPS) of Baht 0.2707.
As for the consolidated financial position, Asia Aviation's total assets increased by 11%, driven almost entirely by a rise in current assets, reflecting the Company's improved business performance. This was mainly due to an increase in related-party receivables within the AirAsia Group, and a rise in cash and cash equivalents, which reached Baht 2,105 million. Non-current assets also increased slightly, by 4% year-on-year, due to growth in right-of-use assets, which corresponds with the expansion of the aircraft fleet.
Asia Aviation's liabilities increased by 8%, largely due to higher accrued operating expenses, issuance of debentures, and lease liabilities.
The shareholders' equity stood at Baht 11,379 million, marking a 35% increase from the end of
the previous year, driven by the Company's strong earnings performance over the period.
The Shareholders and the proxies made inquiries as follows:
-
Mr. Panus Wangnoi (the Shareholder attended in person):
How does operating at two airports, DMK and BKK, impact costs, and how does the Company manage this?
- Mr. Santisuk Klongchaiya (Chief Executive Officer):
Operating at two airports does not lead to increased costs. The costs at both Don Mueang and Suvarnabhumi airports are efficiently managed, and therefore do not result in any additional expenses.
There was neither further opinion nor question from the shareholders on this agenda. Then, Chairman requested that the Meeting approve the Balance Sheet (Statements of Financial Position) and Statements of Income for the year ended 31 December 2024 as presented; and informed that this agenda shall be approved with resolution of the majority votes of the shareholders, present and voting at the Meeting. The attendees who intend to vote as agree, disagreement or abstention can press the voting button of the electronic system.
ResolutionThe Meeting had a resolution to approve the Balance Sheet (Statements of Financial Position) and Statements of Income for the year ended 31 December 2024 with the majority votes of the attending shareholders who cast the following votes:
Approved | 9,085,792,440 | votes | equivalent to | 100.0000% |
Disapproved | 0 | votes | equivalent to | 0.0000% |
Abstained | 12,300 | votes | not count as vote base | - |
Voided ballot | 0 | vote | not count as vote base | - |
Total votes (532 shareholders) | 9,085,804,740 | votes |
The Chairman stated to the Meeting that, according to the Public Company Limited Act, B.E. 2535 (1992), stipulates that the Company must appropriate part of its annual net profits to a reserve fund in an amount of not less than 5 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 10 percent of the registered capital. In addition, the annual dividend payment shall propose to the shareholders at the Annual General Shareholder's Meeting for approval.
Mr. Phairat Pornpathananangoon, Chief Financial Officer, was asked to inform the Meeting.
The Board recommended that the Shareholders approve the omission of the allocation of profit from the Company's operating result for year 2024 since the Company has statutory reserve in full amounted as applicable by law.
Dividend policy of the Company and of Thai AirAsia which is a subsidiary and company conducting core business will take into account the operating results, liquidity, cash flows and financial position including conditions and limitations in the payment of dividends, as defined in the loan agreements, bond or related contracts that must be executed according to future business plan and the need for capital investment as well as other factors the Board of Directors sees appropriate.
As aforementioned, the Board recommended that the Shareholders approve the omission of dividend payment from the Company's 2024 performance because the Company had its major income from the dividends received from Thai AirAsia, by the Board of Thai AirAsia has resolved not to pay dividend for the year 2024 due to the fact that Thai AirAsia end its year 2024 performance with net loss.
There was neither further opinion nor question from the shareholders on this agenda. Then, Chairman requested that the Meeting approve the omission of the allocation of profit and the omission of dividend payment for the year-end 2024 as presented; and informed that this agenda shall be approved with resolution of the majority votes of the shareholders, present and voting at the Meeting. The attendees who intend to vote as agree, disagreement or abstention can press the voting button of the electronic system.
ResolutionThe Meeting had a resolution to approve the omission of the allocation of profit and the omission of dividend payment for the year-end 2024 with the majority votes of the attending shareholders who cast the following votes:
Agenda 6 To consider and approve the appointment of the Company's external auditors and their remuneration for 2025Approved
9,085,786,226
votes
equivalent to
99.9998%
Disapproved
12,300
votes
equivalent to
0.0001%
Abstained
8,214
Votes
not count as vote base
-
Voided ballot
0
vote
not count as vote base
-
Total votes (533 shareholders)
9,085,806,740
votes
The Chairman of the Meeting informed the Meeting that to comply with the Public Company Act B.E. 2535 (1992), Section 120 that requires the Annual General Meeting of Shareholders to appoint an auditor and determine the audit fees of the Company every year. To appoint the auditor, the appointment of the same auditor can be made.
Mr. Phairat Pornpathananangoon, Chief Financial Officer, was asked to inform the Meeting.
Mr. Phairat Pornpathananangoon has reported to the Meeting that the Board of Directors and the Audit Committee have considered and selected the auditor from BDO Audit Company Limited to be the auditor of the Company for the year 2025. BDO Audit Company Limited is a global leader in professional services and to standardise the audit within AirAsia Group that will be increasing the effectiveness of coordination.
In addition, the audit firm and the auditors proposed do not have any relation or any conflict of interest with the Company, the Management, or the Major Shareholders, or anyone related to the aforementioned person.
Therefore, the Company should proposed to the Shareholders' Meeting to consider appointing auditors of the Company from BDO Audit Company Limited to be the Company's auditor for the year 2025 totaling 3 persons whose names are in the following name list:
Mr. Teerasak Chuasrisakul CPA Registration No. 6624
Mr. Kraisaeng Thiranulak CPA Registration No. 5428
Mr. Narin Churamongkol CPA Registration No. 8593
Any of the above auditors can conduct the audit and express an opinion on the Company's financial. In the event that none of these auditors is available, BDO Audit Company Limited is authorized to delegate another one of its certified public accountants to conduct the audit.
The audit fee and the quarterly review fees for the Company in 2025 are recommended at Baht 0.90 million, decreasing from 2024 for Baht 150,000. In addition, BDO Audit Company Limited has been selected as the audit firm for the subsidiary in 2025 as well. The audit fee for 2025 and the audit fees by quarter of the subsidiary are Baht 3.75 million, decreasing from 2024 for Baht 700,000 and no non-audit fee. Therewith the appointment of the Company's external auditors and their remuneration for the year 2025 has been approved by the Company's Audit Committee.
There was neither further opinion nor question from the shareholders on this agenda. Then, Chairman requested that the Meeting approve the appointment of the Company's external auditors and their remuneration for 2025 as presented; and informed that this agenda shall be approved with resolution of the majority votes of the shareholders, present and voting at the Meeting. The attendees who intend to vote as agree, disagreement or abstention can press the voting button of the electronic system.
ResolutionThe Meeting had a resolution to approve the appointment of the Company's external auditors and
their remuneration for 2025 with the majority votes of the attending shareholders who cast the following votes:
Approved | 9,085,693,367 | votes | equivalent to | 100.0000% |
Disapproved | 0 | vote | equivalent to | 0.0000% |
Abstained | 113,373 | votes | not count as vote base | - |
Voided ballot | 0 | vote | not count as vote base | - |
Total votes (533 shareholders) | 9,085,806,740 | votes |
The Chairman of the Meeting informed the Meeting that, Mr. Veerayooth Bodharamik, the Chairman of the Nomination and Remuneration Committee is a director who is retiring by rotation this year. The Chairman would assume the responsibility of providing information to the shareholders for this agenda item.
Mr. Vichate Tantiwanich, Chairman of the Meeting and Nomination and Remuneration Committee reported to the Meeting that 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.
During the period 1 November 2024 - 31 January 2025 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.
In this the 2025 Annual General Meeting of Shareholders, there are 4 Directors retired by rotation as follows:
Agenda | Name of Directors | Positions held |
7.1 | Mr. Santisuk Klongchaiya | Executive Director |
7.2 | Mr. Dinesh Nambiar | Independent Director |
7.3 | Mr. Sirot Setabandhu | Independent Director |
7.4 | Mr. Veerayooth Bodharamik | Independent Director |
Whereas the Company Directors considered and unanimously resolved according to the opinion of the Nomination and Remuneration Committee that it should be presented to the Annual General Shareholders' Meeting to consider approving to re-appoint the retired directors at the end of the term in 2025 altogether 4 persons to resume their positions for another term. As the 4 Directors are knowledgeable, capable and experienced in many fields which can be benefit to the Company's operation and have the full qualifications according to the related laws and regulations. The profiles of each director in brief appeared according to the supporting documents of the Notice of the Meeting. (Attachment 3).
There was neither further opinion nor question from the shareholders on this agenda. Then, Chairman requested that the Meeting approve the appointment of the Company's directors to replace those who will retire by rotation in 2025 as presented; and informed that this agenda shall be approved with resolution of the majority votes of the shareholders, present and voting at the Meeting. The voting for this agenda shall vote for each director individually. The attendees who intend to vote as agree, disagreement or abstention can press the voting button of the electronic system.
ResolutionThe Meeting had a resolution to approve the appointment of the Company's directors to replace those who will retire by rotation in 2025 as the directors for another term with the majority votes of the attending shareholders who cast the following votes:
Agenda 7.1 Mr. Santisuk Klongchaiya to be re-appointed as an Executive Director
Approved | 9,085,029,072 | votes | equivalent to | 99.9915% |
Disapproved | 764,190 | votes | equivalent to | 0.0084% |
Abstained | 13,478 | votes | not count as voting base | - |
Voided Ballot | 0 | vote | not count as voting base | - |
Total votes (533 shareholders) | 9,085,806,740 | votes |
Agenda 7.2 Mr. Dinesh Nambiar to be re-appointed as an Independent Director
Approved | 9,085,733,262 | votes | equivalent to | 100.0000% |
Disapproved | 0 | vote | equivalent to | 0.0000% |
Abstained | 73,478 | votes | not count as voting base | - |
Voided Ballot | 0 | vote | not count as voting base | - |
Total votes (533 shareholders) | 9,085,806,740 | votes | ||
Agenda 7.3 Mr. Sirot Setabandhu to be re-appointed as an Independent Director | ||||
Approved | 9,085,733,262 | votes | equivalent to | 100.0000% |
Disapproved | 0 | vote | equivalent to | 0.0000% |
Abstained | 73,478 | votes | not count as voting base | - |
Voided Ballot | 0 | vote | not count as voting base | - |
Total votes (533 shareholders) | 9,085,806,740 | votes | ||
Agenda 7.4 Mr. Veerayooth Bodharamik to be re-appointed as an Independent Director | ||||
Approved | 8,961,486,767 | votes | equivalent to | 98.6318% |
Disapproved | 124,306,495 | votes | equivalent to | 1.3681% |
Abstained | 13,478 | votes | not count as voting base | - |
Voided Ballot | 0 | vote | not count as voting base | - |
Total votes (533 shareholders) | 9,085,806,740 | votes | ||
The Chairman of the Meeting asked Mr. Veerayooth Bodharamik, Chairman of the Nomination and Remuneration Committee, to provide information to the shareholders.
Mr. Veerayooth Bodharamik, Chairman of the Nomination and Remuneration Committee reported to the Meeting that the Board of Directors considered and resolved in accordance with the opinion of the Nomination and Remuneration Committee. The remuneration for Directors in 2025 by considering the suitability of the remuneration 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 Company proposed the rates equal to the year 2024 with the following details.
Monetary Remuneration:
1) Each director shall receive the monthly remuneration of 80,000 baht and 80,000 baht allowance for each meeting attendance. Should there be more than 1 meeting in any month, each director shall receive only 80,000 baht allowance in the month. The Chairman of the Board of Directors shall receive the monthly remuneration of 100,000 baht and 100,000 baht allowance for each meeting attendance. Should there be more than 1 meeting in any month, the Chairman shall receive only 100,000 baht allowance in the month.
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