Asia Aviation : Criteria for shareholder(s) to propose agenda and director nominee for 2023 Annual General Meeting of Shareholders in advance

Criteria for shareholder(s) to propose agenda and director nominee for

2023 Annual General Meeting of Shareholders in advance

1. Shareholder Qualification
   Shareholder who wishes to propose the matter must possess the following qualification:
2. 1. Being the shareholder of Asia Aviation Plc. (the Company) at the date of proposing.
   2. Being a shareholder or shareholders who hold minimum shares in combine of at least five percent of the Company's total shares eligible to vote.
   3. Holding those shares in 1.2 continuously for at least 1 year at the date of proposing.
3. Proposal Criteria
4. 1. Proposing an agenda item

Shareholder(s) who possesses qualification according to Section 1 can propose meeting agenda to the Board of Directors by filling in Form (Proposal of the Agenda of the Shareholders' Meeting) as per attached herewith and then submit the form along with any other supporting document for the Board of Directors' consideration.

The Company shall not accept the following matters as the meeting agenda:

1. Any matter that conflicts the law, rules and regulations of any government agency, or any regulatory or does not comply with the Company's objective, the article of association, the shareholders resolution, and the good corporate governance of the Company.
2. Any matter that is not beneficial to the Company or is beneficial to a specific person or group.
3. Any matter that is within the scope of authority of the Board of Directors unless it has significant effect to the shareholder(s).
4. Any matter that the Company has already implemented.
5. Any matter that is beyond the control of the Company.
6. Any matter that the shareholder(s) has already proposed in the Shareholders' Meeting during the past 1 year and received supporting votes of less than ten percent of the total number of the voting rights, unless the fact pertaining in the resubmission has significantly changed from that of the previous the Shareholders' Meeting.
7. Any matter where the information the shareholder(s) provided is incomplete, ambiguous, or incorrect and those who are unable to contact.

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

2.2 Proposing a candidate to be nominated as a director

Shareholder(s) who possesses qualification according to Section 1 can nominate the list of qualified candidate(s) to be elected as the Company's director by filling Director Nomination Form and the resume of a proposed candidate as per attached herewith and then submit the forms along with any other supporting document for the Board of Directors' consideration.

Qualifications and Prohibitions of the person being nominated as Director

1. 1. Having the qualifications and none of any prohibited characteristics according to the Public Company Act, Securities and Exchange Act, other relevant acts, and Good Corporate Governance Policy of the Company.
   2. Being knowledgeable, capable, honest, good integrity and carry out the business ethically.
   3. Having sufficient time to devote his(her) knowledge and capabilities for the Company.
2. Period and Channel for submitting proposals

3.1	Submission period:	From 1st November 2022 - 31st January 2023
3.2	Channel:	Registered mail to
		Company Secretary

Asia Aviation Public Company Limited

222, Don Mueang International Airport,

3rd Floor, Central Office Bldg., Room no. 3200, Vibhavadee Rangsit Road, Don Mueang, Bangkok, 10210

Or email to [e-mail] (unofficial) and then submit the original document by registered mail within 10th February 2023

1. Documentation required
   4.1 Proposing an agenda item
2. 1. Proposal of the Agenda of the Shareholders' Meeting Form duly filled in and signed by the shareholder(s)
   2. Shareholder's identification
      Individual
   3. • A signed copy of identification card/passport (in case of foreigner)
      • A signed copy of share certificate or certificate of share held issued by securities companies or Thailand Securities Depository Co.,Ltd.

Juristic person

• A copy of the company's affidavit signed by authorized directors and affix with the company's seal (if any), and a signed copy of identification card/passport (in case of foreigner) of authorized directors must be enclosed.
• A copy of share certificate signed by authorized directors and affix with the company's seal (if any), or a copy of certificate of share held issued by securities companies or Thailand Securities Depository Co.,Ltd.

Note: If the shareholder(s) has his/her title, name and/or surname changed, a signed copy of evidence of those changes must be enclosed.

1. In case a group of shareholders proposes agenda, each shareholder must separately fill in and sign this form as evidence. Then the forms should be gathered into one set before submitting to the Company
2. In case the shareholder(s) wishes to propose more than one agenda, Form must be filled separately for each particular agenda.

4.2 Proposing a candidate to be nominated as a director

1. Director Nomination Form duly filled in and signed by the shareholder(s).
2. The resume of a proposed candidate to be elected as a director together with the signature of consent from the candidate(s).
3. • A signed copy of identification card/passport (in case of foreigner) of the candidate(s) must be enclosed.
   • In case the candidate(s) has his/her title, name and/or surname changed, a signed copy of evidence of those changes must be enclosed.

The Company may require additional documents or information from the shareholder(s) if it considers that such documents or information would be necessary or beneficial for consideration by the Board of Directors.

4.2.3 Shareholder's identification

Individual

• A signed copy of identification card/passport (in case of foreigner)
• A signed copy of share certificate or certificate of share held issued by securities companies or Thailand Securities Depository Co.,Ltd.

Juristic person

• A copy of the company's affidavit signed by authorized directors and affix with the company's seal (if any), and a signed copy of identification card/passport (in case of foreigner) of authorized directors must be enclosed
• A copy of share certificate signed by authorized director and affix with the company's seal (if any), or a copy of certificate of share held issued by securities companies or Thailand Securities Depository Co.,Ltd.

Note: If the shareholder(s) has his/her title, name and/or surname changed, a signed copy of evidence of those changes must be enclosed.

1. 1. In case a group of shareholders proposes a candidate, each shareholder must separately fill in and sign this form as evidence. Then the forms should be gathered into one set before submitting to the Company.
   2. In case the shareholder (s) wishes to propose more than one candidate, Form must be filled separately for each particular person.
2. Consideration Procedures
3. 1. Proposing an agenda item
   2. 1. The Company Secretary will initially review the proposal and supporting documents before proposing to the Board of Directors. In case of where the information provided is incomplete or incorrect, the Company Secretary will notify the proposing shareholder(s). The shareholder(s) shall correct the proposal and resubmit it to reach the Company Secretary within 10th February 2023.
      2. In case the shareholder(s) is not considered fully qualified according to the criteria no. 1.1-1.3 and 2.1, the Company Secretary will notify the shareholder(s) that proposal is excluded within 10th February 2023.
      3. The Board of Directors will consider the appropriateness of the proposal. If the Board of Directors agrees that any issues are significant or beneficial to the Company or shareholder(s), the Board will incorporate those issues along with the Board opinion as AGM agenda. If the Board of Directors rejects any shareholders proposals, the Company will report such rejection and its rationales to the shareholder(s) within the next business day after the Board meeting and announce to all shareholder(s) formally at the Shareholders' Meeting.
   3. Proposing a candidate to be nominated as a director
   4. 1. The Company Secretary will initially review the proposal and supporting documents before proposing to the Board. In case of where the information provided is incomplete or incorrect, the Company Secretary will notify the proposing shareholder(s). The shareholder(s) shall correct the proposal and resubmit it to reach the Company Secretary within 10th February 2023.

1. In case the shareholder(s) is not considered fully qualified according to the criteria no. 1.1-1.3 or the candidate is not qualified according to the criteria no. 2.2, the Company Secretary will notify the shareholder(s) that proposal is excluded within 10th February 2023.
2. The Nomination Committee will consider the candidate's qualification according to the Duties and
   Responsibilities of Nomination Committee to propose to the Board unless the Board or the Nomination Committee says otherwise.
3. The name of nominee approved by the Board along with the Board opinion will be included in the AGM agenda. For the proposal rejected by the Nomination Committee or the Board, the Company will report such rejection and its rationales to the shareholder(s) within the next business day after the Board meeting and announce to all shareholder(s) formally at the Shareholders' Meeting.