1.1             Acknowledgement of report of the Board of Directors concerning results of business operations for the fiscal year 2002/03 for period ended September 30, 2003. The Company has profit before income tax amounting Baht 17,805 million. After deducting income tax of Baht 5,310 million and net profit of minority interest of Baht 41 million, the Company then has net profit amounting Baht 12,454 million.

1.2              Approval of the Profit and Loss Statement and Balance Sheet for the fiscal year 2002/03 for period ended September 30, 2003, which the Office of the Auditor General, Company’s Auditor, has already audited and certified.

1.3              Acknowledgement of the amendment of the Company’s dividend policy and the interim dividend payment.

Former Dividend policy :

“Not less than 25 percent of net profit, depending on economic conditions and the Company’s investment project in the future.”

New Dividend policy :

“Not less than 25 percent of net profit before gains and losses on foreign currency exchange, subject to THAI’s investment plans and other relevant factors.”

Interim dividend payment :

The Board Meeting No. 12/2003 in October 29, 2003 has approved that the interim dividend payment from the business operations of the Company for the half fiscal year 2002/03 to Shareholders at Baht 1.00 per share, amount of Baht 1,400 million or 11.24 percent of earnings per share, the closing date for the Company share registration for the right to receive the dividend is November 12, 2003, and it will be paid to shareholders in November 28, 2003  

1.4              Approval of the appropriation of legal reserve at the rate of 5 percent of net profit. Since the previous appropriated legal reserve was amounting of Baht 1,542 million, the legal reserve for the fiscal year 2002/03 would be Baht 158 million and make totalling to Baht 1,700 million. And approval of the dividend payment from the Company’s operating result for the fiscal year 2002/03 to Shareholders at Baht 1.00 per share, amount of Baht 1,685 million or 13.53 percent of earnings per share. Dividend will be paid within 30 days after the 2003 Annual General Shareholders’ Meeting. The closing date for the Company share registration for the right to receive the dividend will be on Monday, January 5, 2004 at 12.00 hours.

1.5             Approval of the appointment of 5 new members of the Board of Directors as follows :       

        1.5.1  Mr. Thanong Bidaya
        1.5.2  Mr. Viroj Nualkhair
        1.5.3  ACM Kongsak Vantana
        1.5.4  Mr. Kanok Abhiradee
        1.5.5  Dr. Suchai Charoenratanakul

After the new appointment the new Board of Directors of Thai Airways   International Public Company Limited are as follows

1. Mr. Srisook Chandrangsu 
2. Mr. Somchainuk Engtrakul
3. Mr. Olarn Chaipravat
4. Mr. Vichit Suraphongchai
5. Mr. Borwornsak Uwanno
6. Mr. Chartsiri Sophonpanich
7. Mr. Chai-Anan Samudavanija
8. Pol. Gen. Sant Sarutanond
9. Mr. Tirachai Vutithum
10. Mr. Tatchai Sumitra
11. Mr. Thanong Bidaya
12. Mr. Viroj Nualkhair
13. ACM Kongsak Vantana
14. Mr. Kanok Abhiradee
15. Dr. Suchai Charoenratanakul  

The specification of authorized Directors who have the authority to sign and bind the Company are as follows. Such authorized Directors shall be either the Chairman of the Board of Directors who will be elected as indicated in Article 22 of the Articles of Associations and one other Director jointly sign their names together with the affixation of the Company’s common seal or three Directors jointly sign their names together with the affixation of the Company’s common seal as indicated in Article 23 of the Articles of Associations

1.6              Approval of the appointment of the Office of the Auditor General as the Company’s auditor for the fiscal year 2003/04 period and fixed the audit fees at Baht 1.5 million per year.

    1.7          Approval of the directors’ remuneration adjustment as proposed by the Remuneration Committee as follows:

                   Meeting Allowance :

Monthly allowance of Baht 50,000 for those present at the meeting and Baht 20,000 for those absent from the meeting

Remuneration for Board of Directors that have been appointed as directors, sub-directors, and members of working groups as follows:

Meeting allowance of Baht 10,000 for those present at the meeting for Strategy Supervision Committee, Corporate Governance Committee and Remuneration Committee.

Monthly allowance for Audit Committee equal to monthly allowance of the Board of Directors, including the month a meeting is not held.  

 Bonus : 

Shall be paid at the rate of 0.5 percent of dividend payment.      

1.8               Approval of the payment of the annual remuneration for the year 2002/03, totalling to Baht 15,425,000 to the Board of Directors according to the criteria as proposed by the Remuneration Committee.

1.9              Approval of the appointment of the Minority  Shareholders’ Representative to be the same as the Independent Committee as follows:

1.9.1  Mr. Olarn Chaipravat
1.9.2  Mr. Chai-Anan Samudavanija 
1.9.3  Mr. Borwornsak Uwanno
1.9.4  Mr. Tatchai Sumitra
1.9.5  Mr. Tirachai Vutithum   

2.                 Resolutions of the Board Meeting No. 16/2003

2.1              Approval of the appointment of the Chairman and Authorized Directors of the Company as follows :

2.1.1  Mr. Thanong Bidaya   as the Chairman

2.1.2   Authorized Directors shall be either Mr. Thanong Bidaya, the Chairman, and one other director jointly sign their names together with the affixation of the Company’s common seal or three directors jointly sign their names together with the affixation of the Company’s common seal.

2.2               Approval of the appointment of Audit Committee as follows:

2.2.1 Mr. Olarn Chaipravat                  Chairman
2.2.2 Mr. Vichit Suraphongchai           Member
2.2.3 Mr. Borwornsak Uwanno            Member
2.2.4 Mr. Tirachai Vutithum                 Member
2.2.5 Mrs. Ngamnit Sombutpibool       Secretary
2.2.6 Mrs. Kesaree Narongdej             Advisor 

2.3              Approval of the appointment of Independent Committee as follows:

 2.3.1  Mr. Olarn Chaipravat                  Chairman
2.3.2  Mr. Chai-Anan Samudavanija    Member
2.3.3  Mr. Borwornsak Uwanno            Member
2.3.4  Mr. Tatchai Sumitra                    Member
2.3.5  Mr. Tirachai Vutithum                 Member