Asia Aviation : Invitation to the 2023 Annual General Meeting of Shareholders (The entire book)

Invitation Letter for

the 2023 Annual General Meeting of Shareholders

Asia Aviation Public Company Limited by electronic means (E-Meeting) Thursday, April 20, 2023 at 14:00 hours

The electronic meeting system will be opened for access at 12:00 hours (2 hours before the meeting starts)

BACK and

นปBEYND

The Board of Directors, has resolved to approve a method of convening the 2023 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 2023 Annual General Meeting of Shareholders through Electronic Media (Attachment 6)".

(Translation)

AAV02/2023

March 29, 2023

Subject: Invitation to the 2023 Annual General Meeting of Shareholders

To:All Shareholders of Asia Aviation Public Company Limited

Attachment:

1. Copy of Minutes of the 2022 Annual General Meeting of Shareholders held on April 21, 2022
2. Annual Report (Form 56-1 One Report) and Balance Sheet (Statements of Financial Position) and Statements of Income for the year 2022, which can be accessed via the QR Code
3. Profiles of the retiring director proposed for re-appointment
4. Articles of Association of the Company in relation to the Shareholders' Meeting
5. Voting procedures and vote counting
6. Procedure and Terms and Conditions for attending the 2023 Annual General Meeting of Shareholders through Electronic Media
7. 1. The identification document and proxy
   2. Guidelines and Manual for the Electronic Meeting System (Webex) and Inventech Connect System
8. Proxy to the Independent Director and submission of question in advance
9. Qualifications and Profiles of Independent Director for Appointment of Proxy
10. Proxy Form B (which particulars of delegations are clearly determined)
    For Proxy Form A (General) and Proxy Form C (for foreign investors in which custodians in Thailand have been appointed), shareholders can download the forms from the Company's website at www.aavplc.com

The Board of Directors of Asia Aviation Public Company Limited (the Company) resolved to hold the 2023 Annual General Meeting of Shareholders on Thursday, April 20, 2023 at 14:00 hours by electronic means (E-AGM)onlyaccording to the Emergency Decree on Electronic Meeting B.E. 2563 and other related laws and regulations. Onsite registration service will not available on the Meeting dateand 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.

Agenda Item 2 To consider and certify Minutes of the 2022 Annual General Meeting of Shareholders held on April 21, 2022

Objective and Rationale:the 2022 Annual General Meeting of Shareholders was held on April 21, 2022 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.

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

Opinion of the Board of Directors:the Board has recommended that Minutes of the 2022 Annual General Meeting of Shareholders, held on April 21, 2022 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 2022

Objective and Rationale:the Company has summarised the operating result and significant changes in 2022 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 2022 along with the significant changes that occurred during the year, as shown in the Company's Annual Report (Form 56-1 One Report) for 2022 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 (Statements of Financial Position) and Statements of Income for the year ended December 31, 2022

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 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 December 31, 2022 which were audited and signed by Mrs. Kunlapee Piyawannasuth, Certified Public Account (Thailand) No. 6137 of EY Office 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 (Statements of Financial Position) and Statements of Income for the year ended December 31, 2022 audited and signed by Mrs. Kunlapee Piyawannasuth, Certified Public Account (Thailand) No. 6137 of EY Office 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 2022 are summarised as follows:

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Details from The Company's Financial Statements (Partial)

													Unit: Baht million
	Description			Consolidated				Company
			2022			2021				2022				2021
	Total Assets	64,685.5	71,208.3	17,013.4		14,095.2
	Total Liabilities	56,731.1	54,379.5	1.7		55.0
	Equity	7,954.4	16,828.8	17,011.7		14,040.2
	Total Revenue	18,290.8	4,508.2	26.3		25.7
	Net Profit	(8,030.0)	(6,647.5)		(28.4)		(127.3)
	Basic Earnings (Loss) Per Share	(0.6921)		(1.2985)			(0.0025)		(0.0249)
	(Baht per Share)

The Company's Financial Statements is shown in the 2022 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 2022

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 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.

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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 2022 since the Company has statutory reserve in full amounted as applicable by law.

In addition, the Board recommended that the Shareholders approve the omission of dividend payment from the Company's 2022 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 2022 due to the fact that Thai AirAsia Co., Ltd. end its year 2022 performance with net loss.

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 2023

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 EY Office Limited as the Company's external auditors for the year 2023 since EY Office is a global leader in professional services and to standardise the audit within AirAsiaGroup 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 persons.

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 EY Office and fix the audit fees for 2023. Details are as follows:

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