Bangkok Airways IPO

5/18/2020 - Information Memorandum - Bangkok Airways Public Company Limited (the “Company” or “BA”) Head Office Location 99 Mu 14,
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- Information Memorandum -
Bangkok Airways Public Company Limited (the “Company” or “BA”)
Head Office Location 99 Mu 14, Vibhavadirangsit Rd., Chom Phon, Chatuchak, Bangkok 10900, Thailand
Tel. +66-2-265-5678 Fax +66-2-265-5500
Website: www.bangkokair.com
Listing Date 3 November 2014 (First trading day on which the Company’s shares are listed on the SET is
3 November 2014)
Listing Securities No. of common shares 2,100,000,000 Shares, THB 1 par value per share, Total Value
2,100,000,000 THB. The Company’s Initial Public Offering (“IPO”) shares of 520,000,000
shares to both domestic and international investors outside the United States
Moreover, Ms. Poramaporn Prasarttong-Osoth, the Company’s current shareholder, will offer
not more than 165,000,000 shares or 7.9% of total paid-up capital after the IPO on a private
placement basis through the big lot board of the SET on the first day on which the
Company’s shares are listed on the SET at the same offer price as the Company’s IPO. One
of the institutional investor which Ms. Poramaporn Prasarttong-Osoth will offer 105,000,000
Shares, or 5% of the total issued and paid-up Shares of the Company is Bangkok Bank
Public Company Limited.
Capital As at 3 November 2014 (First trading day)
Registered Capital
Common Shares 2,100,000,000 THB
Paid-up Capital
Common Shares 2,100,000,000 THB
Secondary Market the Stock Exchange of Thailand (SET)

Offering Price 25.00 THB per share
Offering Date 14-17 October 2014 (Retail investors and patronage subscription period)
21, 22 and 24 October 2014 (Institutional and/or Cornerstone investors subscription period)
Objectives and plans
Objectives Amount Estimated time to use

(THB million) proceeds
1. To increase fleet size and/or to replace existing aircraft 8,000 – 9,500 2014 – 2017
2. For the purchase of spare parts and provisions in relation 1,500 – 1,700 2015 – 2016
to fleet adjustment in accordance with industrial standard
3. For the construction of a hangar at the Suvarnabhumi 800 – 1,000 2015 – 2017
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International Airport
4. For the improvements at the Samui Airport 800 – 1,000 2015 – 2017
5. To use as working capital for business operation 430 – 450 -
Green Shoe Option - none -
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Type of Business and Nature of Operation
1. Product and Services
BA is a boutique full service airline in Thailand, offering premium, quality service to passengers. BA is operating
regularly scheduled flights on 14 domestic routes covering major cultural and leisure destinations in Thailand such as Phuk
Samui, Chiang Mai and Krabi. In addition, BA is operating scheduled flights on 13 international routes to destinations
including Myanmar, Laos, Cambodia, Malaysia, Singapore, Hong Kong, India, Bangladesh and the Maldives. BA targets
markets that are less than a five-hour flight time from each hub, which gives the Company access to passengers travelling
and from Southeast Asia and South Asia, including India and China. Through code-share and other cooperative arrangeme
with other airlines such as Etihad Airways, Japan Airlines, Malaysia Airlines, British Airways, Cathay Pacific, Qantas Air
and Silk Air, BA are able to reach to passengers originating from destinations including Europe, South Asia, the Middle E
and Japan. BA operates airline services from two principal hubs, the Suvarnabhumi International Airport in Bangkok and
Samui Airport in Surat Thani.
On 24 November 2006, BA entered into an agreement to lease Samui Airport, together with its facilities, to the
Samui Property Fund for a period of 30 years (ended in the year 2036) for THB 9,300.0 million. On the same date, BA
entered into an agreement to sublease the Samui Airport from the Samui Property Fund for a period of three years, with
commitment to renew nine times for periods of three years each (total of 30 years). BA holds 25.0% of the outstanding uni
in the Samui Property Fund. In addition, BA also own and operate two other airports at Sukhothai and Trat.
Apart from airline services and airport services, BA also provide airport-related services including ground and
passenger services, in-flight catering services, and cargo terminal services to own flights and those of other airlines throug
subsidiaries and associated companies.
The Company products and services can be categorized into business segments as follows:
1. Airlines segment which comprises of revenues from scheduled passenger services and chartered-flights
services. The Company operated a scheduled route network covering 23 scheduled destinations (excluding
Bangkok) in 10 countries (including Thailand) with 826 domestic scheduled flights per week and 360
International scheduled flights per week as of 30 June 2014. The Company’s extended route network, which
covers the own route network as well as destinations covered in the code-share arrangements, extended the
Company route network to cover eight international destinations in five countries (excluding Thailand) with 35
scheduled international flights per week as of 30 June 2014.
2. Airports segment which comprises of primarily passenger service charges received from passengers travelling
out of the Samui Airport, the Sukhothai Airport, and the Trat Airport, all of which the Company own and
operate.
3. Airport–related services segment which comprises of
3.1 Ground and passenger services at Suvarnabhumi International airport and at Samui airport through the
operation of subsidiaries and associated company which are Worldwide Flight Services Bangkok Air
Ground Handling Company Limited (“BFS Ground”) (at Suvarnabhumi International airport) , Bangkok
Airways Ground Services Company Limited (“PGGS”) (at Samui airport), respectively.
3.2 In-flight catering services at Suvarnabhumi International airport through the operation of subsidiaries
which is Bangkok Air Catering Company Limited (“BAC”).
3.3 Cargo terminal services at Suvarnabhumi International airport and Don Muang airport through the
operation of subsidiaries and associated company which are WFS-PG Cargo Company Limited (“BFS
Cargo”), and BFS Cargo DMK Company Limited (“BFS Cargo DMK”), respectively.
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2. Revenue Structure
Shareholding
Period of 6 month
Revenue by the 2011 2012 2013
ended 30 June 2014
Business Segments generating Company
from THB THB THB THB
% % % % %
million million million million
Revenue from Airlines
Passenger Revenue
- Domestic routes BA 100.0 7,259.7 46.8 9,038.4 46.3 10,434.6 50.4 5,469.4 49.8
- International routes BA 100.0 4,045.3 26.1 5,515.0 28.3 5,969.5 28.8 3,197.9 29.1
- Freight revenue BA 100.0 190.2 1.2 265.3 1.4 250.4 1.2 152.6 1.4
- Charter flights and charter BA
100.0 104.0 0.7 45.2 0.2 80.1 0.4 10.3 0.1
services revenue
Total revenue from Airlines 11,599.1 74.7 14,863.9 76.1 16,734.7 80.8 8,830.2 80.4
Revenue from Airport–
related services
ground services BFS Ground 90.0 1,088.4 7.0 1,223.0 6.3 1,488.0 7.3 750.8 6.9
ground services PGGS 100.0 273.1 1.8 269.8 1.4 211.4 1.0 120.1 1.1
in-flight catering services BAC 90.0 697.9 4.5 803.0 4.1 936.0 4.5 455.0 4.1
cargo terminal services (Don BFS Cargo
(1) 69.9 - - 4.8 0.0 20.7 0.1 11.5 0.1
Muang) DMK
Total revenue from Airport–
2,059.5 13.3 2,300.5 11.8 2,656.1 12.8 1,337.4 12.2
related services
Revenue from Airports
services
passenger service
BA 100.0 368.8 2.4 447.0 2.3 485.5 2.3 269.1 2.5
charges
Total revenue from Airports
368.8 2.4 447.0 2.3 485.5 2.3 269.1 2.5
services
Unallocated Revenues
BA and
Dividend income n/a 91.6 0.6 135.3 0.7 219.6 1.1 243.8 2.2
subsidiaries
Gain on sales of investments BA and
n/a 325.3 2.1 818.9 4.2 41.6 0.2 3.4 0.0
in securities subsidiaries
Gain on sale of investments
BA 100.0 - - 226.8 1.2 3.0 0.0 - -
in subsidiaries
(2) (3) BA and
Other items n/a 1,078.8 6.9 727.5 3.7 580.8 2.8 296.4 2.7
subsidiaries
Total unallocated revenues 1,495.6 9.6 1,908.5 9.8 845.0 4.1 543.6 5.0
Total Revenue 15,523.0 100.0 19,519.9 100.0 20,721.4 100.0 10,980.3 100.0
Notes:
(1) Hold via BFS Ground and BFS Cargo in proportion of 51.0% and 49.0%, respectively.
(2) Other items principally comprise revenues from items including passenger ticket charges, excess baggage charges, interest income, gain from
sale of assets, revenue from sales of duty free items, and sales and services revenue in 2011 and 2012 from the divested subsidiaries.
(3) Includes Compensation from the cancellation of the agreement in 2011 amounting to THB 545.8 million
3. Target Customers
BA target customers are primarily tourists which allow the Company to benefit from the growth of tourism in
Thailand. BA boutique business model provides extra amenities to customers such as lounge services without charging
additional cost, while also supporting the Company’s ability to maintain full service fares, which differentiates BA from
competitors. BA passenger base consists of primarily international passengers, but the Company has been and intends to
continue expanding domestic passenger base concurrently to benefit from the expanding domestic passenger market and to
reduce the dependence on international passengers.
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4. Distribution Channels
The Company has 2 main distribution channels which are (1) direct sales made at sales offices, ticket counters,
airport counters, call centers and on the Company’s website, and (2) indirect sales through general sales agents in locations
inside and outside Thailand and IATA-authorized sales agents in Thailand and over 40 countries worldwide.
5. Sources of Supply
5.1 Aircraft
The Company seeks to maintain a rationalized, fuel-efficient and modern fleet to serve its route network. When
evaluating aircraft procurement and disposition plan, the Company will consider many factors, including demand forecasts
the aviation industry, current fleet capacity, current and future aircraft requirements, capital structure, cash flows, purchase
and leasing costs, prevailing interest rates and other market conditions which may impact financing costs.
For the disposal of aircraft, the Company will evaluate on a case-by-case basis based on a number of factors,
including operating and safety efficiency and market demand for a particular aircraft type. Moreover, the Company carefu
balances fuel consumption and maintenance costs of ageing aircraft against financing costs and depreciation expenses whi
may be incurred by acquiring newer replacement aircraft. Normally, the Company will purchase or lease new aircraft.
As of 30 June 2014, the Company had a fleet of 25 aircraft, comprising eight ATR 72-500, ten Airbus A319 and
seven Airbus A320. From 2011 to the second quarter of 2014, the Company did not dispose any aircrafts. The Company
plans to increase its fleet to 43 aircraft by 2018.
5.2 Fuel
Fuel is a major cost component for airlines. The Company’s fuel costs in 2011, 2012, 2013 and the six months
ended 30 June 2014 were THB 3,049.2 million, THB 3,852.7 million, THB 4,158.8 million and THB 2,606.9 million, or 2
29.3%, 27.7% and 29.8% of consolidated cost of sales and services, respectively.
In fuel purchasing, the Company consider not only pricing, but also the security of supply and the need to maintain
long-term relationships with suppliers. In 2013 and the six months ended 30 June 2014, the Company purchased 68.1% an
68.7%, respectively, from PTT and 26.5% and 26.8%, respectively, from Shell Thailand pursuant to agreements with two t
three year terms.
6. Market Competition
Potential business constraints to the future growth of BA include the competitive strength of large, well-establishe
Asian carriers, as well as continued strong competition from low-cost carriers (“LCCs”) and other airlines.
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6.1 Key Financial and Operating Performance for Select Carriers

Key performance data for fiscal year ending in 2013 and 2014 of major full-service and low-cost carriers (“LCC”)
the Asia-Pacific region are as below:
Key Financial and Operating Performance

Selected Full-Service and Low-Cost Carriers in Asia-Pacific
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6.2 Development of Low Cost Carriers

Historically, much of the focus of the global airline industry has been on creating opportunities to increase revenue
The success of LCCs around the world, however, has led many traditional passenger carriers to increase their focus on
increasing operating efficiencies, start their own LCC subsidiaries, and compete against the many new LCCs that have
initiated operations.
Although the introduction of significant levels of LCC activity occurred later in Asia than in the US and Europe, L
activity in Asia has grown rapidly over the past decade and continues to grow rapidly. Southeast Asia has seen the launch
a high share of Asia-based LCC operators, the result of relaxed aviation policies in the region. The introduction of widely
available low airfares in the Asia-Pacific region has greatly reduced the cost barrier to air travel and created a competitive
transport substitute for many people
Effects of LCC on the Asian Aviation Industry
The introduction and growth of LCCs have had several effects on the Asian aviation industry:
• LCC competition has encouraged established carriers to operate more efficiently, thereby driving down
average airfares and stimulating demand across the entire market. Established carriers may choose to launch
strong competitive responses to LCCs, including significant decreases in airfares, increases in seat capacity
and flight frequency, and the start of new point-to-point flights, among others. Several Asian network carriers
have introduced, or are planning to introduce their own LCCs.
• Some airport operators in the region are providing aeronautical charge discounts for new routes and for
efficient use of airport facilities, such as quick aircraft turnarounds.
• The rapid growth in air travel that LCCs generate is encouraging some governments and airport operators to
liberalize bilateral aviation agreements and to develop new airport capacity to accommodate the increased
demand.
6.3 Full Service and Niche Airline Development
While the growth in LCC development has been substantial, particularly in Asia, many airlines continue to focus o
full service operations and niche markets that cater to time sensitive travelers, business travelers, and niche market traveler
These markets have traditionally operated at higher yields than the LCC and leisure-focused segments of the market.
BA caters to customers traveling to niche markets and who pay for premium product and service offerings provide
by the airline. BA niche routes typically are unique routes that enable the company to earn higher yields than those earned
routes served by multiple airlines with multiple frequencies. As shown in the preceding table, BA has reported an operatin
margin of 12.1% for FY2013. This margin is significantly higher than the average margin reported by the top ten full servi
carriers and the top eight LCCs shown in table above.
BA also focuses on higher yield operations by promoting itself as a “boutique airline” that not only travels to uniqu
destinations but also offers unique services, such as complimentary meal service on flights and airport lounge access open
all passengers traveling with the airline. The airline also promotes its young fleet as a unique asset that adds value to the
brand.
BA has developed proprietary airports that it operates. This unique strategy for an airline has enabled the company
to enter new niche routes and earn airport revenues in addition to the airline revenue from operating to the routes. This also
further establishes its brand as a unique “boutique” airline.
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6.4 Airline Infrastructure

Many airlines in Asia have plans for significant changes to their aircraft fleets. As new, higher-efficiency aircraft a
integrated into an airline’s operations, long-term operating costs typically are reduced and, depending on the financial
structure of the implementation, lower overall costs per passenger can result, leading to decreased average airfares and
associated increases in demand.
Fleet modernization programs can provide airlines with reduced fuel and other operating costs, including lower
aircraft maintenance expenses. Operating a limited number of aircraft types can lead to reduced aircraft training and spare
part costs.
The size of new aircraft on some large routes in Asia has grown significantly as traffic has increased and new large
aircraft have been introduced into fleets, particularly the Airbus A-380. Other markets have seen added service by narrow
body and turboprop aircraft where the absence of airport constraints allows for increased service frequencies with smaller
aircraft. Turboprop aircraft are used on several routes in Thailand and Asia in general where operating constraints require
their use or market demand characteristics match the size and operating advantages of these aircraft.
6.5 Asian Aviation Industry Growth Prospects
According to SAP (Strategic Airport Planning Ltd., which is the consulting company with expertise in preparing a
forecasting trends in aviation industry and making strategic plan for aviation company), it is believed that Southeast Asia’s
domestic and international markets will enjoy strong long-term growth rates for several reasons:
• Proximity to major populations. Approximately 50% of the world’s population lives within a 2,500 nautical mile
radius from Bangkok, indicating the potential size of the regional aviation market.
• Location on major trade routes. Southeast Asia is well positioned between Europe and the Pacific region, as
well as between North Asia and South Asia.
• Proximity to China. With its strong economic growth and increasingly relaxed restrictions on travel to foreign
destinations, travelers from the world’s most populous country will create significant demand for leisure and
business travel to Southeast Asian countries.
• Proximity to Australia. Australia has one of the most mature economies in the region, with a high GDP per
capita, high levels of disposable income, higher propensity to travel per capita, and strong tourism connections
with Thailand and other regions in Asia
• Location between South Asia and China. The region’s role as a destination for visitors from China (the world’s
most populous country) and South Asia, which includes India (the world’s second most populous country),
Pakistan (sixth), and Bangladesh (seventh) will grow in prominence as the people of these countries increase
the frequency of their travel.
• Transport substitution. As income levels increase and air transport costs decrease, the Company expects air
transport will substitute for land and sea-based transport modes such as rail, buses, and ferries.
• Liberalization of aviation agreements. Southeast Asian countries have become more liberal with their aviation
agreements, both within ASEAN and with other countries.
• Tourist infrastructure. The region’s well-developed tourist infrastructure will continue to attract leisure travelers.
• Urbanization. The share of the population in Southeast Asian countries living in cities is generally expected to
continue to increase.
6.6 Potential Constraints to Asia Aviation Industry Growth
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The opportunities for industry-wide aviation activity growth could be offset by:
• Increased fuel prices and/or unfavorable currency exchange levels could constrain aviation demand if air and
other travel costs increase and travelers’ disposable income levels decrease.
• Regional conflicts or scares. Civil unrest, terrorist events, or other events could constrain future activity levels.
• Travel restrictions. Government restrictions on travel, by limiting the number of entry/exit visas issued or by
imposing high visa costs, could limit future aviation growth.
• Environmental factors. Natural and man-made environmental events, such as haze, volcanic ash, and natural
disasters, could impact future activity levels.
• Infrastructure constraints at regional airports. Potential constraints to airline travel growth could arise due to
limited growth of infrastructure at regional airports outside of Thailand.
Environmental Impact
BA has implemented environmental management programs throughout its operations designed to achieve minimum
impact on the environment. Such programs include the treatment and disposal of wastewater, the discontinued use of harm
chemicals such as those containing chlorofluorocarbon gases, and measures to control and prevent the leakage of oil and
toxic chemicals. BA also encourages the use of recycled paper throughout the Company. BA believes that its aircraft and
engines satisfy all noise and emissions standards currently applicable at all of its current destinations of operation.
In 2007, BA commissioned an environmental impact assessment reports for the Samui Airport. The report impose
measures on how well the Company minimized environmental impact including noise, and impact on air and water. BA st
to comply with the proposed measures by, among others, minimizing or avoiding flights at night, making adjustments for t
appropriate flight scheduling, installing and improving a system for the disposal of wastewater and performing engine
maintenance in compliance with ICAO requirements. The report also requires BA to compensate 239 households residing
within the “airport noise line area” as determined by the Office of Environmental Policy and Planning. In this respect, the
has appointed a compensation committee to consider noise mitigation measures and the appropriate compensation for such
affected households, which is in line with the compensation guidelines approved by the Koh Samui Municipality. The
compensation committee comprises a representative from the Company, as well as representatives from public sectors
including the DCA, the Surat Thani Provincial Office of Natural Resources and Environment, the Pollution Control Depar
the Environmental Research and Training Center, the Department of Public Works and Town & Country Planning, the Chi
District of Koh Samui, Koh Samui Municipality and the people sector. As of 4 March 2014, BA has compensated THB
22,155,751.7 for 229 households. However, 10 households totaling THB 704,031.0 have rejected BA’s compensation, and
compensation committee is in the process of negotiating with these households.
For the Sukhothai Airport and the Trat Airport, the environmental impact assessment reports also impose measure
on BA to minimize environmental impact including noise, and impact on air and water, and BA strives to comply with the
proposed measures. Currently, there are no disputes concerning environmental issues relating to the Sukhothai Airport or t
Trat Airport.
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Summary of material agreements
1. Agreements Relating to the Company’s Airport-related Services

1.1 Cargo Project Agreement
The AOT and BFS Cargo entered into the Cargo Project Agreement dated 11 February 2004 and amended in
February 2010, under which the AOT granted BFS Cargo the right to operate airport cargo services at the Suvarnabhumi
International Airport, including outbound cargo, inbound cargo and transshipment; and maintain the buildings, structures a
annexes specified under the Cargo Project Agreement, including certain assets procured by BFS Cargo to use in the
operation of the cargo services permitted under the Cargo Project Agreement (the “Cargo Project”).
Term and Termination: The term of the Cargo Project Agreement is 20 years from the date of formal commenceme
of the Suvarnabhumi International Airport operation, which was 28 September 2006. Under the terms of the Cargo Project
Agreement, termination events include, among others, non-performance without remedy, bankruptcy, national security
according to government order.
Upon expiration or termination of the Cargo Project Agreement, AOT has the right to take possession of the
buildings, structures and annexes. Further, under the Cargo Project Agreement, AOT is to be the only party to have the rig
to select, return or purchase the equipment.
Project Fees and Other Payments: BFS Cargo BFS Cargo is also responsible for (i) fees in connection with the
granting of the project to operate and provide services, at rates stipulated in the regulations governing the fee rate for
operation at Suvarnabhumi International Airport and (ii) monthly project fees calculated under the terms of the Cargo Proj
Agreement and amounts no less than the minimum guaranteed amounts specified under the terms of the Cargo Project
Agreement. The minimum guarantee amounts were waived under the terms of the Cargo Project Agreement from 1 Januar
2009 to 31 December 2009 as a result of the closure of Suvarnabhumi International Airport due to political unrest. Under t
Cargo Project Agreement, the AOT has the right to increase the project fee and the minimum guaranteed amount every fiv
years, following the minimum payment of the first year’s guarantee, to reflect the aviation industry situation or similar situ
at the time. Any increase requires at least one-month written notice.
Service Fee: BFS Cargo has the right to collect service fees and other charges, including value-added tax or simila
taxes permitted by law from the service recipients.
Buildings, Structures and Annexes: Under the Cargo Project Agreement, BFS Cargo is required to enter into a
separate lease agreement with the AOT to lease the land and/or premises for the Cargo Project simultaneously with the
Cargo Project Agreement. The term of the lease is to be the same as the term of the Cargo Project Agreement. The rental f
is to be stipulated under the lease agreement.
Other Obligations: Under the Cargo Project Agreement, BFS Cargo has agreed to, among others, provide continuo
services, indemnify the AOT and its employees from liability related to the Cargo Project Agreement, maintain insurance
provide performance security in the form of unconditional letters of guarantee or bonds.
If BFS Cargo breaches any provision of the Cargo Project Agreement, BFS Cargo is required to pay a daily penalt
to the AOT at amounts specified under the terms of the Cargo Project Agreement until the breach is resolved.
Cargo Lease Agreement
BFS Cargo entered into a lease agreement with the AOT dated 14 September 2011 (the “Cargo Lease Agreement”
The term of the Cargo Lease Agreement is 20 years from 28 September 2006 to 27 September 2026. BFS Cargo is require
to make advance monthly rental payments in the amount calculated in accordance with the Cargo Lease Agreement, which
rates are subject to fixed increases every three years unless the parties otherwise agree in writing. BFS Cargo has provided
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bank guarantee dated 24 August 2011 in the amount of THB 20.4 million. Under the Cargo Lease Agreement, the AOT is
responsible for the provision of utilities services and BFS Cargo is responsible for expenses incurred.
BFS Cargo has agreed that the ownership in the buildings, structures and annexes built on the leased land will be
vested in the Ministry of Finance from the date of completion of the construction. In accordance with the terms of the Carg
Lease Agreement, following the delivery of the ownership to the Ministry of Finance, BFS Cargo has the right to use such
buildings, structures and annexes throughout the lease term, unless the Cargo Lease Agreement is terminated.
Termination events under the Cargo Lease Agreement include, among others, bankruptcy and nonperformance
without remedy or resulting in damage to public safety and national security according to government order. Under the Ca
Lease Agreement, the AOT has the right to take possession of the leased land, buildings, structures and annexes promptly
following the termination of the Cargo Lease Agreement or the end of the lease term.
The parties agree that the Cargo Lease Agreement is to be subject to the rules of the Ministry of Finance, the DCA
and other related rules relating to the use of state properties. Further, under the terms of the Cargo Lease Agreement, BFS
Cargo agrees to remain subject to any obligations with respect of the lease to operate in accordance with the Cargo Project
Agreement.
1.2 Ground Project Agreement

The AOT and BFS Ground entered into the Ground Project Agreement dated 11 February 2004 and amended in
February 2010, under which the AOT granted BFS Ground the right to operate ground services equipment and ramp servic
at the Suvarnabhumi International Airport (the “Ground Project”).
Term and Termination: The term of the Ground Project Agreement is 20 years from the date of formal
commencement of the Suvarnabhumi International Airport operation, which was 28 September 2006. Under the terms of t
Ground Project Agreement, termination events include, among others, non-performance without remedy, bankruptcy, natio
security according to government order.
Upon expiration or termination of the Ground Project Agreement, AOT has the right to take possession of the
buildings, structures and annexes. Further, under the Ground Project Agreement, AOT is to be the only party to have the ri
to select, return or purchase the equipment.
Project Fees and Other Payments: BFS Ground is also responsible for (i) fees in connection with the granting of th
project to operate and provide services, at rates stipulated in the regulations governing the fee rate for operation at
Suvarnabhumi International Airport and (ii) monthly project fees calculated under the terms of the Ground Project Agreem
and amounts no less than the minimum guaranteed amounts specified under the terms of the Ground Project Agreement. T
minimum guarantee amounts were waived under the terms of the Ground Project Agreement from 1 January 2009 to 3 31
December 2009 as a result of the closure of Suvarnabhumi International Airport due to political unrest. Under the Ground
Project Agreement, the AOT has the right to increase the project fee and the minimum guaranteed amount every five years
following the minimum payment of the first year’s guarantee, to reflect the aviation industry situation or similar situation a
time. Any increase requires at least one-month written notice.
Service Fee: BFS Ground BFS Ground has the right to collect service fees and other charges, including value-adde
tax or similar taxes permitted by law from the service recipients.
Buildings, Structures and Annexes: Under the Ground Project Agreement, BFS Ground is required to enter into a
separate lease agreement with the AOT to lease the land and/or premises for the Ground Project simultaneously with the
Ground Project Agreement. The term of the lease is to be the same as the term of the Ground Project Agreement. The rent
fee is to be stipulated under the lease agreement.
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Other Obligations: Under the Ground Project Agreement, BFS Ground has agreed to, among others, provide
continuous services, indemnify the AOT and its employees from liability related to the Ground Project Agreement, mainta
insurance and provide performance security in the form of unconditional letters of guarantee or bonds.
If BFS Ground breaches any provision of the Ground Project Agreement, BFS Ground is required to pay a daily
penalty to the AOT at amounts specified under the terms of the Ground Project Agreement until the breach is resolved.
Ground Lease Agreement
BFS Ground entered into a lease agreement with the AOT dated 14 September 2011 and amended on 30 May 2012
(as amended, the “Ground Lease Agreement”). The term of the Ground Lease Agreement is 20 years from 28 September
2006 to 27 September 2026. BFS Ground is required to make advance monthly rental payments in the amount calculated i
accordance with the Ground Lease Agreement, which rates are subject to fixed increases every three years unless the parti
otherwise agree in writing. BFS Ground has provided bank guarantees dated 24 August 2011 and 8 May 2012 in the amou
of THB 7.7 million and THB 1.4 million, respectively. Under the Ground Lease Agreement, the AOT is responsible for th
provision of utilities services and BFS Ground is responsible for expenses incurred.
BFS Ground has agreed that the ownership in the buildings, structures and annexes built on the leased land will be
vested in the Ministry of Finance from the date of completion of the construction. In accordance with the terms of the Grou
Lease Agreement, following the delivery of the ownership to the Ministry of Finance, BFS Ground has the right to use suc
buildings, structures and annexes throughout the lease term, unless the Ground Lease Agreement is terminated.
Termination events under the Ground Lease Agreement include, among others, bankruptcy and nonperformance
without remedy or resulting in damage to public safety and national security according to government order. Under the Gr
Lease Agreement, the AOT has the right to take possession of the leased land, buildings, structures and annexes promptly
following the termination of the Ground Lease Agreement or the end of the lease term.
The parties agree that the Ground Lease Agreement is to be subject to the rules of the Ministry of Finance, the DC
and other related rules relating to the use of state properties. Further, under the terms of the Ground Lease Agreement, BFS
Ground agrees to remain subject to any obligations with respect of the lease to operate in accordance with the Ground Proj
Agreement.
1.3 Catering Project Agreement
The AOT and BAC entered into the Catering Project Agreement dated 10 March 2004 and amended in February
2010 under which the AOT granted BAC the right to operate catering services at the Suvarnabhumi International Airport (
“Catering Project”).
Term and Termination: The term of the Catering Project Agreement is 20 years from the date of formal
commencement of the Suvarnabhumi International Airport operation which was 28 September 2006. Under the terms of th
Catering Project Agreement, termination events include, among others, non-performance without remedy, bankruptcy, nati
security according to government order.
Upon expiration or termination of the Catering Project Agreement, AOT has the right to take possession of the
buildings, structures and annexes. Further, under the Catering Project Agreement, AOT is to be the only party to have the
right to select, return or purchase the equipment.
Project Fees and Other Payments: BAC is also responsible for (i) fees in connection with the granting of the proje
to operate and provide services, at rates stipulated in the regulations governing the fee rate for operation at Suvarnabhumi
International Airport and (ii) monthly project fees calculated under the terms of the Catering Project Agreement and amou
no less than the minimum guaranteed amounts specified under the terms of the Catering Project Agreement. The minimum
guarantee amounts were waived under the terms of the Catering Project Agreement from 1 January 2009 to 31 December
-11-
Page 12
2009 as a result
Agreement, of thehas
the AOT closure of Suvarnabhumi
the right to increase theInternational Airport
project fee and due to political
the minimum unrest.amount
guaranteed Underevery
the Catering Project
five years, follow
the payment of the first year’s guarantee, to reflect the aviation industry situation or similar situation at the time. Any incre
requires at least one-month written notice.
Service Fee: BAC has the right to collect service fees and other charges, including value-added tax or similar taxes
permitted by law from the service recipients.
Buildings, Structures and Annexes: Under the Catering Project Agreement, BAC is required to enter into a separat
lease agreement with the AOT to lease the land of the Catering Project simultaneously with the Catering Project Agreemen
The term of the lease is to be the same as the term of the Catering Project Agreement. The rental fee is to be stipulated
under the lease agreement.
Other Obligations: Under the Catering Project Agreement, BAC has agreed to, among others, provide continuous
services, indemnify the AOT and its employees from liability related to the Catering Project Agreement, maintain insuranc
and provide performance security in the form of unconditional letters of guarantee or bonds. If BAC breaches any provisio
the Catering Project Agreement, BAC is required to pay a daily penalty to the AOT at amounts specified under the terms o
the Catering Project Agreement until the breach is resolved.
Catering Lease Agreement
BAC entered into a lease agreement with the AOT dated 16 February 2012 (the “Catering Lease Agreement”). The
term of the Catering Lease Agreement is 20 years from 28 September 2006 to 27 September 2026. BAC is required to mak
advance monthly rental payments in the amount calculated in accordance with the Catering Lease Agreement, which rates
subject to fixed increases every three years unless the parties otherwise agree in writing. BAC has provided a bank guaran
dated 9 January 2012 in the amount of THB 6.8 million. Under the Catering Lease Agreement, the AOT is responsible for
provision of utilities services and BAC is responsible for expenses incurred.
BAC has agreed that the ownership in the buildings, structures and annexes built on the leased land will be vested
in the Ministry of Finance from the date of completion of the construction. In accordance with the terms of the Catering Le
Agreement, following the delivery of the ownership to the Ministry of Finance, BAC has the right to use such buildings,
structures and annexes throughout the lease term, unless the Catering Lease Agreement is terminated.
Termination events under the Catering Lease Agreement include, among others, bankruptcy and nonperformance
without remedy or resulting in damage to public safety and national security according to government order. Under the
Catering Lease Agreement, the AOT has the right to take possession of the leased land, buildings, structures and annexes
promptly following the termination of the Catering Lease Agreement or the end of the lease term.
The parties agree that the Catering Lease Agreement is to be subject to the rules of the Ministry of Finance, the
DCA and other related rules relating to the use of state properties. Further, under the terms of the Catering Lease Agreeme
BAC agrees to remain subject to any obligations with respect of the lease to operate in accordance with the Catering Proje
Agreement.
2. Long-Term Lease Agreement and Undertaking Agreement Relating to the Samui Property Fund
The Company entered into the Long-Term Lease Agreement dated 24 November 2006 and Undertaking Agreemen
dated 24 November 2006 (the “Undertaking Agreement”) with the Samui Property Fund. Under the Long-Term Lease
Agreement, the Company agreed to lease the assets of the Samui Airport, including, among others, the land, runway,
passenger terminals and other supporting buildings to the Samui Property Fund for a period of 30 years.
Rights and Obligations of the Company: Under the Long-Term Lease Agreement, the Company agreed to sub-leas
the assets of the Samui Airport from the Samui Property Fund for the operation of the Samui Airport. The Company also
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Page 13
agreed to, among others, maintain all necessary licenses and permits required for the operation of the Samui Airport, main
the general environment and condition of the Samui Airport and its assets, provide the necessary equipment, machinery an
systems and conduct certain marketing activities to promote Samui and the Samui Airport. Pursuant to the Long-Term Lea
Agreement, the Company and the Samui Property Fund are required to enter into a long-term service agreement, under wh
the Samui Property Fund is required to provide the Samui Airport with certain services such as electricity, air conditioning
sanitation, and fire extinguishing system for a 30-year term.
For the purpose of increasing the Samui Airport’s operational capability, the Company is entitled to carry out addit
construction at its own cost. Such construction can include improving the existing or constructing additional runways,
passenger terminals, supporting buildings or other facilities, as well as procuring new equipment, machinery and other
necessary systems. The parties agree that the Company has the ownership right to such extensions and improvements.
However, the Company has agreed to grant the Samui Property Fund the right to purchase lease or benefit from such asset
throughout the term of the Long-Term Lease Agreement.
If the Sub-lease Agreement or the long-term service agreement is terminated without any fault of the Samui Prope
Fund, the Company is required to, among others, transfer all necessary licenses and provide necessary assistance to the
new sub-lessee or the Samui Property Fund to operate the Samui Airport.
The Company is required to maintain adequate all risk insurance coverage (including risks of war and terrorism)
over the assets of the Samui Airport for which the Company has the ownership rights, with the Samui Property Fund name
as the beneficiary throughout the term of the Long-Term Lease Agreement. The Company is also required to pay taxes and
fees in relation to the leasing of the assets of the Samui Airport under the Long-Term Lease Agreement.
Covenants of the Company: The terms of the Long-Term Lease Agreement restrict the Company from selling,
disposing, transferring or encumbering the assets of the Samui Airport, unless such transfer or sale is made to the Compan
subsidiaries or with the written consent of the Samui Property Fund. The terms of the Undertaking Agreement also restrict
Company or its subsidiaries from holding less than 25.0% of the total amount of units issued and offered on the execution
date of the Long-Term Lease Agreement for a period of 20 years from 24 November 2006.
Rights of First Refusal: Under the Long-Term Lease Agreement, the Company has agreed to provide the Samui
Property Fund with a right of first refusal to purchase, receive leasehold rights or receive possession rights over the assets
the Samui Airport if the Company and/or its subsidiaries intend to dispose of, transfer and/or lease such assets in the first 1
years following the registration date of the Long-Term Lease Agreement. This right of first refusal also extends to the asse
used to operate the Sukhotai Airport and the Trat Airport.
Collateral: The Company is required to register a mortgage on the assets of the Samui Airport to the Samui Proper
Fund in the amount equal to THB20.9 billion to guarantee the obligations of the Company under the Long-Term Lease
Agreement throughout its term. The guarantee of such obligations includes any loss of income suffered by the Samui Prop
Fund due to potential breaches by the Company.
Events of Default: Events of default under the terms of the Long-Term Lease Agreement include a breach of the
terms of the Long-Term Lease Agreement which is not remedied, a default in financial obligations exceeding THB100.0 m
or in other obligations exceeding 20.0% of the Company’s shareholders’ equity which is not remedied, bankruptcy and cea
of operations so as to cause the Samui Property Fund or the new sub-lessee to be unable to realize the material benefit from
the assets of the Samui Airport.
Termination and Damage: Under the Long-Term Lease Agreement, the Samui Property Fund is entitled to termina
the agreement and/or claim for damages from the Company upon the occurrence of an event of default or a resolution by t
unitholders to dissolve the Samui Property Fund (if the Company votes for such resolution). If the Samui Property Fund
terminates the Long-Term Lease Agreement, the Company has agreed to (i) return the rental payment received, including
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Page 14
payment for damages or other expenses, in proportion to the remaining term of the Long-Term Lease Agreement and (ii)
transfer to the Samui Property Fund, the ownership to the equipment, machinery and systems procured by the Company or
allow the new sub-lessee to use such equipment and provide services to such sub-lessee as requested by the Samui
Property Fund.
The Company is entitled to terminate the Long-Term Lease Agreement if the Samui Property Fund breaches the
terms of this agreement without remedy, provided such breaches are not due to any non-compliance on the Company’s par
In this regard, the Company is also entitled to claim for damages from the Samui Property Fund if the assets of the Samui
Airport are not returned to the Company in their existing condition upon the expiry or termination of the Long-Term Lease
Agreement.
The Long-Term Lease Agreement terminates immediately upon its expiration. The Long-Term Lease Agreement c
also be terminated upon mutual agreement by the parties and if the assets of the Samui Airport are expropriated under
relevant laws. If the agreement is terminated due to its expiration or upon mutual agreement by the parties, neither party is
entitled to damages and expenses. If the agreement is terminated due to expropriation, the Company is required to pay the
Samui Property Fund the proportion of any amounts received from such expropriation relevant to the remaining term unde
the Long-Term Lease Agreement.
Feasibility Study: - none -
Technical and Management Assistance: - none -
Future Projects
The Company’s plans and estimates on future projects depend upon several factors including changes in economic
and political condition, and other events which cause negative impact to the aviation and tourism industry. BA key future
projects are as follows:
1. Increase fleet size and/or replace existing aircraft
The Company plans to expand the fleet size and/or to replace existing aircraft in the next 5 years (2014 – 2018)
(A) The procurement of 26 new aircraft as additional aircrafts and/or as replacement to older aircraft which will
increase the Company’s fleet efficiency and will maintain competitive edges among competitors. This requir
investment of approximately THB 25,000 million.
(B) Disposal of 8 aircraft
(C) Increase fleet fuel-efficiency and reduce carbon emission to minimize impact to the environment
2. The construction of a hangar at the Suvarnabhumi International Airport
The Company plans to construct a hangar at the Suvarnabhumi International Airport to support heavy maintenance
services. This hangar will be able to support A-Check to D-Check maintenance and will be able to service 1 wild fuselage
aircraft together with 1 small fuselage aircraft at the same time. The hangar is expected to complete in 2015 with investme
of approximately THB 1,000 million
3. Improvements at the Samui Airport
The Company plan to expand and improve the Samui airport including its basic infrastructure and/or facilities to
increase its flight and passengers capacity. The improvement is expected to complete in 2017 with investment of
approximately THB 900-1,000 million
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Page 15
Related Party Transactions

1) Persons who may have a conflict of interests and their relationships with the Company
Persons who may have a
Relationships with the Company Nature of Business
conflict of interests
South East Air Company • Mr. Prasert Prasarttong-Osoth, a director and a major shareholder of theHolding Company
Limited Company, holding 80.00 percent of the shares in South East Air Company
Limited
• South East Air Company Limited has three directors holding directorship
in the Company, namely, Mr. Prasert Prasarttong-Osoth, Mr. Puttipong
Prasarttong-Osoth and Mr. Pradit Theekakul.
• Two executives of the Company hold directorship in South East Air
(1)
Company Limited namely, Mr.Thavatvong Thanasumitra and Mr. Kasem
Akanesuwan.
Bangkok Helicopter Providing a helicopter
• Bangkok Helicopter Services Company Limited is a subsidiary of South
Services Company East Air Company Limited, having Mr. Prasert Prasarttong-Osoth, a transport service
Limited director and a major shareholder of the Company, as its major
shareholder.
• Bangkok Helicopter Services Company Limited is an associated company
of Bangkok Dusit Medical Services Public Company Limited, having Mr.
Prasert Prasarttong-Osoth, a director and a major shareholder of the
Company, as its major shareholder.
• Bangkok Helicopter Services Company Limited has two directors holding
directorship in the Company, namely, Mr. Puttipong Prasarttong-Osoth
and Mr. Pradit Theekakul.
Paradise Shopping • Mr. Prasert Prasarttong-Osoth, a major shareholder of the Company, Selling souvenirs
Company Limited holds 30.00 percent of the shares in Paradise Shopping Company Limited
as its major shareholder.
• Paradise Shopping Company Limited has two directors holding
directorship in the Company, namely, Mr. Prasert Prasarttong-Osoth and
Mr. Pradit Theekakul.
• An executives of the Company holds directorship in Paradise Shopping
Company Limited namely, Mrs. Ariya Prasarttong-Osoth.
Samui Accom Company • Samui Accom Company Limited is a subsidiary of Bangkok Sahakol Providing car rental and
Limited accommodation
Company Limited, having Mr. Prasert Prasarttong-Osoth, a director and a services
major shareholder of the Company, as its major shareholder. in Koh Samui
• Samui Accom Company Limited is an associated company of Sinsahakol
Company Limited, having Miss Poramaporn Prasarttong-Osoth, Mr.
Puttipong Prasarttong-Osoth and Mrs. Ariya Prasarttong-Osoth, the major
shareholders of the Company, as its major shareholders.
• Samui Accom Company Limited has two directors holding directorship in
the Company, namely, Mr. Puttipong Prasarttong-Osoth and Mr. Pradit
Theekakul.
• Two executives of the Company hold directorship in Samui Accom
Company Limited namely, Mrs. Ariya Prasarttong-Osoth and Mrs. Narumol
Chainaknan.
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Page 16
Persons who may have a

Relationships with the Company Nature of Business
conflict of interests
Bangkok Air Tour (1988) • Bangkok Air Tour (1988) Company Limited is an associated company Providing
of domestic and
Company Limited Sinsahakol Company Limited, having Miss Poramaporn Prasarttong-international plane ticket
reservation services
Osoth, Mr. Puttipong Prasarttong-Osoth and Mrs. Ariya Prasarttong-Osoth,
the major shareholders of the Company, as is major shareholders.
• Bangkok Air Tour (1988) Company Limited has a director holding

directorship in the Company, namely, Mr. Pradit Theekakul.
• Two executives of the Company hold directorship in Bangkok Air Tour
(1988) Company Limited namely, Mrs. Ariya Prasarttong-Osoth and Mrs.
Narumol Chainaknan.
Bangkok Dusit Medical • Mr. Prasert Prasarttong-Osoth, a director and a major shareholder of theHospital
Services Public Company Company, holding 20.77 percent of the shares in Bangkok Dusit Medical
Limited Services Public Company Limited.
• Bangkok Dusit Medical Services Public Company Limited has two
directors holding directorship in the Company, namely, Mr. Prasert
Prasarttong-Osoth and Mr. Pradit Theekakul.
Bangkok Hospital Samui • Bangkok Hospital Samui Company Limited is a subsidiary of BangkokProviding the services of
Company Limited Dusit Medical Services Public Company Limited, having Mr. PrasertBangkok Hospital Samui
Prasarttong-Osoth, a major shareholder of the Company, as its major
shareholder.
Bangkok Aviation Training• Bangkok Aviation Training Center Company Limited is a subsidiary ofProviding flight training
Center Company Limited Sinsahakol Company Limited, having Miss Poramaporn Prasarttong-
Osoth, Mr. Puttipong Prasarttong-Osoth and Mrs. Ariya Prasarttong-Osoth,
the major shareholders of the Company, as its major shareholders.
• Mr. Pradit Theekakul, a director of the Company, holds the shares of
30.00 percent in Bangkok Aviation Training Center Company Limited, as
its major shareholder.
• Bangkok Aviation Training Center Company Limited has two directors
holding directorship in the Company, namely, Mr. Puttipong Prasarttong-
Osoth and Mr. Pradit Theekakul.
• An executives of the Company holds directorship in Bangkok Aviation
Training Center Company Limited namely, Mr.Thavatvong Thanasumitra.
Aeronautical Radio of • Aeronautical Radio of Thailand Ltd. has a director holding directorshipProviding
in air traffic
Thailand Ltd. the Company, namely, Mr. Puttipong Prasarttong-Osoth. control and aeronautical
communications services
for airlines
Samitivej Public Company• Samitivej Public Company Limited is a subsidiary of Bangkok Dusit Providing the services of
Limited Medical Services Public Company Limited, having Mr. Prasert Samitivej Hospital
Prasarttong-Osoth, a major shareholder of the Company, as its major
shareholder.
Mr. Prasert Prasarttong- • Mr. Prasert Prasarttong-Osoth is a director and a major shareholder of the
Osoth Company.
Mr. Pradit Theekakul • Mr. Pradit Theekakul is a director and an executive of the Company.
Note:
(1) At present, Mr.Thavatvong Thanasumitra is no longer an executive of the Company. Mr.Thavatvong Thanasumitra resigned from the position of
executive and any other position effective from 31 July 2013. However, the Company still presents the related transaction it had with
Mr.Thavatvong Thanasumitra.
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Page 17
2) Company and its subsidiaries’ entering into transactions with persons who may have a conflict of interests
(1) Related-party transactions with the Company
Persons who may have a 2013 Q2 of 2014
Natures of Transactions Necess
conflict of interests (THB) (THB)
South East Air Company Loan payable 4,688,789 - - The Company secured an inte
Limited Change in loan payable during the - (4,688,789) Limited and repaid the loan
year
Audit Committee’s Opinion
- The Company does not have a
have a conflict of interests in
Bangkok Helicopter Services Account receivable 273,920 273,920 - Bangkok Helicopter Services
Company Limited Service income 3,072,000 1,557,628 management and maintenanc
because the Company has sk
Helicopter Services Compan
paid on monthly basis under
- The maintenance service fee w
occurs. The service fee will
However, the pricing for any
cost plus with profit rate of n

- The transaction of manageme
persons in this matter. There
income for the Company wit
ongoing in the future and co
every 3 years.
- The transaction of maintenanc
future will be fixed by using
percent. Such transaction sha
-17-
Page 18

Paradise Shopping CompanyRental and service fee receivable - 4,168,080 - Paradise Shopping Company
Limited Rental and service income at Samui - 5,210,000 shopping business at Samui
Airport agreement and service agree
with rental and service fee p
comparable to the rate applie
- However, the Company did no
the agreement to Paradise Sh
quarter of 2014 but retrospec
4,168,080 in May 2014. The
service fee in full on 7 July 2
Auditing Committee’s Opinion

- This transaction is reasonable
terms of trade applied to oth
with revision of lease agreem
Committee requested the Co
fee to be completed as agree
Samui Accom Company Account payable 7,300 3,300 - The Company has utilized the
Limited Shipping service charge 226,200 127,100 Samui Accom Company Lim
flight delay or cancellation o
flights. Furthermore, the Com
on Koh Samui for various ba
market price.

of trade and shall remain ong
-18-
Page 19

Rental and service fee receivable 717,958 450,458 - Samui Accom Company Limi
Rental and service income 912,632 1,296,316 and hotel reservation busine
and parking area for its busin
2013 with increasing rental f
the rate applied to third parti
the rental fee was increased
the area in the airport termin
- However, the Company has ch
Company Limited inconsiste
retrospectively the invoice fo
which was completely paid o

- The rental fee rate as specified
calculated from the size and
remain ongoing in the future
normal terms of trade. Howe
to be aware of charging the r
Bangkok Air Tour (1988) Account receivable 4,776,205 3,369,415 - The Company sells air tickets
Company Limited Passenger income 66,163,472 24,415,635 with discount from actual pr
equivalent to that given to ot
system and has normal term
guarantee, and deposit charg
regard, the Company can sav
system directly and the cost
discount is applied to those t
reservation.

-19-
Page 20

booking tickets through Sab
booking in BSP system so th

Saber system for ticket reser
future with pricing based on
Account payable 166,550 163,440 - The Company purchased air t
Purchase of air ticket 3,143,864 537,558 (1988) Company Limited an
insurance for employees to a
were cheaper.

based on normal terms of tra
Bangkok Dusit Medical Account receivable 662,810 569,325 - The Company sold tickets to
Services Public Company Passenger income 3,336,905 1,142,555 Limited at full fare rate with
Limited because the Company can sa
system and the discount it gi
Audit Committee’s opinion

- The price is determined using
Company can save the cost b
discount it gives to the book
and shall remain ongoing in
which is in according to norm
-20-
Page 21

Income from chartered flight service 12,036,989 - - The Company provided chartere
Services Public Company Li
chartered flight service with
Limited. The price is determ
incurred. Since the airplanes
season, this transaction incre
airplanes are unused. Determ
cost plus margin rate not les

- Price determination was made
regard, the determination of
plus margin not less than 15
Account receivable - 1,500,000 - The Company received the fu
Other income 948,579 1,409,802 Company Limited to sponso
Airways in 2013 and 2014 a
general conditions given to o
- Income from temporary work
Public Company Limited wh

- Sponsorship transaction is rea
since the Company organize
Bangkok Dusit Medical Serv
conditions given to other spo
- Income from temporary work
ongoing in the future since s
Company Limited provides p
The Company only helped s
shall remain ongoing in the f
-21-
Page 22

Investment in securities 2,295,303,559 2,218,303,559 - The Company invested in the
Dividend income 187,815,364 201,683,738 Company does not need to u

Company and its subsidiarie
the policy for investment in
Account payable 199,874 107,840 - The Company’s employees us
Expense 2,707,589 241,753 Services Public Company Li
Unpaid expense 120,000 47,500 the insured amount covered
using normal business and tr
- The Company recorded this u
expense for its employees, a
already informed of such exp
Bangkok Dusit Medical Serv
receipt to the Company at th
as an ‘unpaid expense’.

normal business and trade pr
-22-
Page 23

Bangkok Hospital Samui Account receivable 1,658,318 1,575,626 - The Company sold tickets to
Company Limited Passenger income 7,300,927 3,032,160 physicians working at Bangk
sold at full fare rate with disc
the Company can save the co
the discount it gives to the bo

- The price is determined using
Company can save the cost b
discount it gives to the book
and shall remain ongoing in
which is in according to norm
Bangkok Aviation Training Payable for shares 15,259,585 - - The Company secured a loan
Center Company Limited Accrued interest payable 1,130,758 - Limited for payment of share
Company made debt repaym
2014.

Aeronautical Radio of Investment 7,158,900 7,158,900 - Aeronautical Radio of Thailand
Thailand Company Limited Ministry of Transport and re
the Kingdom of Thailand an
of the Kingdom of Thailand.
Aeronautical Radio of Thaila
Aeronautical Radio of Thaila

- The Company will continue it
Company Limited the future
-23-
Page 24

Account payable 965,220 38,815,244 - The Company paid Navigatio
Expense 393,324,977 275,239,476 communication maintenance
Unpaid Expense 39,862,901 966,420 of Thailand Company Limite
Other deposit 72,000 72,000 under normal trade and busin
airlines according to the dist
- Unpaid expense derived from
been billed.
- The Company paid deposit to
in order to rent Radar display

Aeronautical Radio of Thail
pricing will be made under n
Trade account receivable 90,865 129,725 - The Company sold passenger
Income from sales of passenger 1,291,255 577,665 Aeronautical Radio of Thaila
tickets 39,059 15,943 arm’s-length basis at the mar

Freight income customers.

- The transaction is entered into
Company will enter into suc
an arm’s-length basis.
-24-
Page 25

Samitivej Public Company Trade account receivable 364,700 354,200 - The Company issued discount
Limited Income from sales of passenger 1,848,700 858,900 Samitivej Public Company L
tickets and the Company would coll
when customers used the dis
of 30.0 percent from the rate

- The transaction is considered
that Samitivej Public Compa
customers is a way of promo
ongoing.
Mr. Prasert Prasarttong-Osoth Loan payable 5,000,000 - - The Company secured a loan
Change in loan payable during the - (5,000,000) the interest rate of 7.0 percen
year charged since 2013. Howeve
in full on 20 May 2014.

-25-
Page 26

Mr. Pradit Theekakul Providing guarantee - 27,020,000 - Mr. Pradit Theekakul entered in
agreeing that he would act a
Company Limited and enter

- Mr. Pradit Theekakul is a rela
Company Limited; therefore
the entire amount during the
- The provision of the guarante
exposed if the Customs Dep
out of entering into the trans
(2) Related-party transactions with BAH

Mr. Prasert Prasarttong-Osoth Loan receivable 19,650,000 - - BAH made a loan to Mr. Pras
Change to loan receivable during the - (19,650,000) 1.0 percent as specified in th
year 658,977 - and interest in full on 20 Ma
Accrued interest 196,500 76,447
Interest income
- The Audit Committee empha
any person who may have a
Bangkok Dusit Medical Investment 1,997,500,000 3,403,000,000 - BAH invested in securities fo
Services Public Company Dividend income 30,600,000 41,000,000 need to use in its business
Limited
Company and its subsidiarie
the policy for investment in
-26-
Page 27
(3) Related-party transactions with BFS Ground

Bangkok Dusit Medical Account receivable 434,741 469,249 - BFS Ground provides buggy
Services Public Company Passenger service charge 2,540,900 1,209,250 Services Public Company Li
Limited than other customers becaus
Dusit Medical Services Publ
regular customer of BFS Gro

based on normal terms of tra
Aeronautical Radio of Trade account payable - - - BFS Ground leases communic

Thailand Ltd. Cost of sales and services 9,837,260 5,678,570
Thailand Ltd. at Suvarnabhu
Administrative expenses 96,600 55,200
length basis for use in comm
services at Suvarnabhumi A
- The transaction is considered

communications equipment
rate based on the amount of
arm’s-length basis.
-27-
Page 28
(4) Related-party transactions with BAC

Paradise Shopping Co. Ltd. Trade account receivable 87,421 119,529 - Paradise Shopping Co. Ltd. is
Income from space rental and 437,688 205,936 Airport and on Samui flight
services space for goods storage at th
- In addition, BAC provides the
Shopping Co. Ltd. for sales
service rate is THB 30,000 a
two employees are dedicated
merchandising services throu
employees are required to pr
in order to be consistent with

- The leasing of the space for g
price is fixed on an arm’s-len
parties, and the transaction i
- The merchandising transactio
rate relies on costs and profi
Aeronautical Radio of Trade account payable 117,100 126,700 - BAC leases communications
Thailand Ltd. Rental of communications equipment 1,053,900 740,640 for use in Suvarnabhumi Air
services for flight catering se

- The transaction is reasonable
into for a term of one year, a
number of leased equipment
basis.
-28-
Page 29

Samitivej Public Company Trade account payable 100,000 100,000 - BAC engages the service of p
Limited Nursing fee at company’s clinic 1,200,000 600,000 Limited to attend the clinic o

- The price of the transaction is
agreement will be made on a
compared with those of othe
agreement every year.
(5) Related party transaction with BAC Gourmet House Company Limited
Bangkok Dusit Medical Trade account payable 74,296 81,823 - BAC Gourmet House Compa
Services Public Company Space rental 2,946,432 1,473,216 operating an Indian and Leb
Limited Water, electricity, gas 868,178 423,524 Building, Bangkok Hospital
Deposit 613,840 613,840 which are consistent with the
and the service agreement.

- The price of the transaction is
to other tenants as specified
the agreements will be renew
-29-
Page 30
3) Related Party Transaction with Thirty Party Companies with Employees as Shareholders and Directors (“Persons Deeme
The Company and its subsidiaries have entered into related party transactions with a number of third party companies in
shareholders or directors. At present, some of these third party companies ceased to have any related party transactions and some
Company. The details of these third party companies are presented as follows:
3.1) The third Companies that ceased to have related party transactions with the Company
The group of third party companies had historically entered into related party transactions with the Company and its sub
transactions with the Company and its subsidiaries in 2014. This group of third party companies comprises both the companies b
dissolution is registered with the authority. The details of which is as below:
Status No. of Year 2013 Details Natures of Transac

Company (THB)
Currently Operating 21 15,284,574 These companies are still operating. The - The Company engages these companies to provide
Company expects that it will not enter into baggage transportation, passenger transportation, a
any transactions with these companies in the service, system control and customs service in dom
future. operates flights such as Suvarnabhumi airport, Sam
Dissolved 61 50,058,268 These companies already liquidated / Audit Committee’s Opinion

registered the dissolution with the authority.- The Company had to engage these companies in the
The Company will not enter into any longer to do the transaction with them due to the C
transactions with these companies in the Committee provides the opinions which are showe
future.
รวม 82 65,342,842
Notes: Sourced from the BOL website as of 3 April 2014
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3.2) Companies that currently and consecutively engage in related party transactions with the Company and its subsid
(1) Related party transactions with the Company
Persons Deemed to Have 2013 Q2 of 2014
Natures of Transactions Neces
Conflict of Interest (THB) (THB)
Bangkok Aviation Services Trade account payable - 918,659 - The Company engages BASE
Company Limited (“BASE”) Expense on providing services 64,650,528 73,594,151 passenger services in the air
by BASE which is based on
salary and overtime wage.
- The Company entered into th
Samui airport, Sukhothai ai
now preparing to enter into
2014. The service fee is bas
percent depending on tasks
necessary for the Company
services due to BASE is a s
- The Company still engages B
reasonable fee. The service
20.0 percent depending on t
the Company has to conside
service agreement. In additi
that are preparing by Augus
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Account payable of building rental 960,000 480,000 - The Companies leases a 2-sto
Building rental expense 960,000 480,000 Samui. The lease term is fro
THB 80,000 per month whi
rental area is around 200 sq
per square meter. Moreover
the unpaid expense in the fi

- The Company has taken leas
accounting for a rental of T
Samui. Such rental is equiv
Bangkok Security Services Trade account payable - 169,338 - The Company engages BSS
Company Limited (“BSS”) Expense on providing services 28,271,090 34,060,858 the head office, Suvarnabhu
as charged by BSS based on
salary and overtime wage.
- The Company entered into th
airport, and Samui airport w
cost plus margin at the rate
of flight on each office and
outsource BSS for providin
specialist.

- The Company still engages B
reasonable fee. The service
20.0 percent depending on t
Therefore, the Company ha
renew the service agreemen
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A.P. Serve Company Limited Account payable 182,791 - - The Company engages A.P. S
Expense on providing services 2,224,707 1,029,875 cleaning and security at Sam
June 2012 to May 2015 (3 ye
a security service contract fro
of THB 110,000 per month. S

month according to the numb
above are at market rate.

- It is still necessary for the Co
providing continuous service
- The Company compared the p
agreement. The pricing is ma
More Than Free Company Expense on goods purchased - 758,460 - The Company purchases liqu
Limited Accrued expense on goods 444,000 -
purchased
- Pricing has been determined u
the normal business and trad
from third parties.
Account receivable of rental 1,663,032 332,606 - The Company allowed More
Income from rental 1,663,032 1,915,200 meter of the Company’s area
THB 1,255 per sq.m.-month
party

- The Company allowed More
area continuously in Samui A
the rate provided to third par
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Guaranty 27,020,000 27,020,000 - The Company has provided th
for More Than Free Compan
This guaranty has been provi
the Company’s Group. Howe
business and sold shares of M
Company has requested to th
Guarantee to be under More
on process.
- Mr.Pradit Theekakul provide
guarantor on any obligations
use his assets for collateral.

- Audit Committee has request
Committee quarterly.
- During the negotiation proces
who is the relative with the m
Limited helps to provide coll
- In case that the Customs Dep
guarantee can cover all risks
BAGS Ground Services Trade account payable 34,049,647 7,232,194 - In August 2012, the Company
Company Limited (BAGS Expenses 174,828,919 100,070,314 restructuring. However, the C
Ground) provide ground services in ev

operates flights, with the exc
Ground is granted the conces
has been doing business for a
agreement and are reasonable
engages BFS Ground, a subs
rates of BAGS Ground depen
number of flights served at a
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of employees, etc.

- The Company continues to en
The service rates are based o
with the rates that the Compa
Company. Consequently, prio
must review the service rates
renewal.
Trade account receivable 967,945 2,315,136 - The Company sells passenger
Income from sales of passenger 3,710,620 2,222,205 Ground for its officers worki
tickets 111,048 92,931 transportation services for a l
Freight income regular basis. Therefore, the
regular rates to BAGS Groun
BAGS Ground uses the servi

customers in general. Howev
regular rates to BAGS Groun
ongoing and will be on an arm
Trade account receivable 44,828 82,744 - BAGS Ground subleased from
Rental income 389,681 99,293 Krabi Airport for its provisio
spaces from Airports of Thai
leased space, then subleased
Company sold BAGS Groun
space at cost. However, in No
at Krabi Airport, but continu
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because they were spaces not
ongoing and will be on an arm
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Trade account receivable 182,450 220,010 - Other income consists of utili
Other income 180,769 195,617 telecommunications equipme
Deposit for equipment 2,000 2,000 equipment; security cards. Th
For example: utility charge fo
charge is based on actual use
at Krabi Airport in Novembe

The transaction is ongoing, e
(2) Related Party Transaction with BAC

A.P. Serve Company Limited Account payable 64,735 67,624 - BAC engages A.P. Serve Com
Expense on providing service 726,000 371,100 office building at Suvarnabhu

providing continuously such
- The Company compared the
More Than Free Company Trade account receivable - 175,489 - More Than Free Company Li
Limited Income from storage container 263,278 217,224
- BAC determined pricing with
with the pricing it has with th
comparable normal business
the future.
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(3) Related Party Transaction with PGGS

A.P. Serve Company Limited Account payable 564,960 141,240 - PGGS engages A.P. Serve Co
Expense on providing service 528,000 264,000 warehouse at Samui Airport

providing continuously such
- The Company compared the
BAGS Ground Services Account payable 20,201,550 9,486,620 - In August 2012, the Compan
Company Limited Expense 18,879,953 17,664,000 restructuring. However, the C
Deposit 2,100,000 - provide ground services in ev
operates flights, because BA
ground services at the airport
service rates are based on an
the rates that the Company e
BAGS Ground provides serv

- PGGS continues to engage B
service rates are based on an
the rates that the Company e
Consequently, prior to the ex
service rates to ensure that th
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Contingencies and Commitments

1. Operating lease commitments
The Company has entered into several aircraft lease agreements with foreign companies, office premises and
utilities.
As at 30 June 2014, future minimum lease payments required under aircraft lease agreement total USD 161 millio
Future minimum lease payments required under concessions and non-cancellable rental agreements of land and
building and service agreements with local and aboard were as follows:
Unit: THB Million
Consolidated financial statements Separate financial statements
Payable
In up to 1 year 652 190
In over 1 and up to 5 years 1,938 212
In over 5 years 3,896 73
2. Capital commitments
As at 30 June 2014, the Company and its subsidiaries had capital commitments of THB 77 million mainly in build
improvement, and THB 42 million relating to acquisition of software and office for the Company’s operations.
In addition, the Company had commitments as a result of its signature of a sale and purchase contract for 9 ATR
aircrafts with Avions de Transport Regional G.I.E. Delivery of the aircraft is schedule for between November 2014 and
February 2017.
3. Guarantees
As at 30 June 2014, the Company has guaranteed bank credit facilities of its subsidiaries companies amounting to
THB 1,910 million and associated companies amounting to THB 165 million
In addition, the Company has outstanding bank guarantees of approximately THB 73.7 million, USD 0.5 million,
18.8 million, BDT 1.2 million, MYR 0.02 million, EUR 0.01 million and SGD 0.1 million issued by banks on behalf of th
Company and related companies in the normal course of business and the Company’s subsidiaries have outstanding bank
guarantees of approximately THB 291 million
4. Pledges
As at 30 June 2014, BAC, the Company’s subsidiaries, has contingent liabilities in respect of loan guarantees and
contingent liabilities in respect of guarantees for bank overdraft facilities to BAC Gourmet House Company Limited amou
to THB 46 million and THB 5 million.
Risk Factors
1. Business risks
1.1. The Company’s business, financial condition, results of operation and prospects are materially and adversely
affected by the cost or unavailability of sufficient quantities of fuel.
Aircraft fuel costs represent the largest component of the Company’s cost of sales and services, comprising 28.2%
29.3%, 27.7% and 29.8% of total consolidated cost of sales and services in 2011, 2012, 2013 and the six months ended 30
June 2014, respectively. As jet fuel constitutes a substantial portion of operating costs, any decline in the availability of
adequate supplies of fuel and/or any increase in the cost of fuel would have a material adverse effect on costs and on
business, financial condition, results of operation and prospects.
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The Company, however, enters into jet fuel derivative contracts to manage risks resulting from future changes in j
fuel prices. As of 31 December 2013 the Company has entered into hedging contracts for approximately 58.2% of forecas
fuel requirements until 31 December 2014.
1.2. The Company’s business, financial condition, results of operation and prospects have been in the past and could b
in the future materially and adversely affected in the event of an emergency, accident or incident involving any of
aircraft.
The Company is exposed to potential significant losses in the event that any of its aircraft is lost or subject to an
emergency, accident, terrorist incident or other disaster and it incur significant costs related to passenger claims, repairs or
replacement of a damaged aircraft and its temporary or permanent loss from service.
In 2009, the Company experienced a serious incident involving an ATR 72-500 aircraft from Krabi to Samui when
the aircraft skidded off the runway during landing and collided with an inactive control tower during heavy winds. There w
68 passengers and four crews on board, and as a result of the incident, four passengers suffered serious injuries and there
was one fatality (the pilot). In addition, there were reports of 33 other passengers with minor injuries. The aircraft was
damaged beyond repair. This incident caused the Company losses of approximately THB500 million, of which 98% was
covered by the Company’s insurance.
1.3. The Company is required to hold airport licenses to operate its airports and any default under the terms of, or
inability to renew, the licenses may have a material adverse effect on its business, financial condition, results of
operation and prospects.
The Company operates its three airports, the Samui Airport, the Sukhothai Airport and the Trat Airport, under airp
licenses issued by the DCA. The Company, therefore, is required to obtain a Public Airport Incorporation License for each
airport. For the Samui Airport and Sukhothai Airport, the Public Airport Incorporation License has expired on 31 January
and 31 January 2008, respectively. For the Trat Airport, the Public Airport Incorporation License is valid until 14 March 2
The Company is also required to obtain a Public Airport Operating Certificate (“PAOC”) to operate each of its
airports. The Company submitted applications for the PAOCs for each of its airports on 20 August 2010. However, the
issuance of the PAOC to the Company and other airport operators in Thailand require implementing regulations which hav
not yet been passed, and accordingly, the PAOC has not been issued to any airport operator in Thailand, including the
Company.
Furthermore, the Company is required to obtain Air Navigation Facility Establishment Licenses for the Samui Air
and the Trat Airport. The Air Navigation Facility Establishment License for the Samui Airport was issued on 13 August 2
and is valid until the Samui Airport Incorporation License is revoked. For the Trat Airport, the Air Navigation Facility Lic
valid until 14 March 2016.
Although the Company does not currently hold a valid Airport Incorporation License for the Samui Airport or the
Sukhothai Airport or the PAOCs for all of airports, the Company is authorized to continue operation of all three airports u
otherwise notified by the DCA.
1.4. Changes in code-share agreements with other airlines may have a material adverse effect on the business, financia
condition, results of operation and prospects.
As of 30 June 2014, the Company had code-share agreements in place with 14 airlines (including a code-share
agreement with Thai Airways, which is currently inactive, and a code-share agreement with Air Berlin, which is currently
operating flights to/from Thailand). The Company also generally enjoy positive interline balances with its code-share airli
Specifically, the Company expands its network globally by connecting with its code-share airlines’ networks, which leads
incremental revenues on its own routes in addition to feeding passenger traffic from its code-share airlines’ networks to its
network. The Company expects its reliance on its code-share arrangements to increase further as the Company continues t
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expand its global network by entering into additional code-share arrangements. However, the Company will be adversely
affected by any future changes in its relationships with its code-share airlines. Moreover, certain of its code-share agreeme
can be terminated
termination with 30-days
of its code-share written notice,
agreements without
may have cause, adverse
a material or immediately,
effect onwith cause. Any
the business, unexpected
financial or premature
condition, results of
1.5. The intense competition in the airline industry along with competition from other forms of transportation could
materially and adversely affect the business, financial condition, results of operation and prospects.
The Company faces a high level of competition on the domestic and international routes. Airlines compete primar
on fare levels, frequency, reliability of service, brand recognition, passenger amenities, frequent flyer programs and the
availability and convenience of other passenger services. In addition, some of the airlines with which the Company compe
are larger and may have greater brand recognition, financial resources and penetration in key markets, including Thailand.
Full-service legacy carriers generally have the advantage of being larger and typically state-owned, with significantly grea
financial resources than the Company. As a result, they may be in a better position to operate unprofitable routes for a long
period of time than the Company is.
In addition, there have been recent changes to the competitive conditions in the local and regional airline markets,
including changes as a result of the ASEAN “Open Skies” policies. There have also been news reports citing the Minister
Transport’s intent to increase the foreign ownership limit of Thai airlines to 70.0% from the current 49.0% limit. In case th
the current policies will change, and any policy change in the future, it could significantly increase competition and may h
a material adverse effect on the airline industry and the business, financial condition, results of operation and prospects.
Moreover, there have been news reports of more airlines indicating their interest in using the Don Mueang International
Airport as a hub. If the passenger traffic will shift to Don Mueang International Airport, and any shift could decrease the
Company’s passenger numbers and/or increase competition for passengers at the Suvarnabhumi International Airport, it m
have a material adverse effect on the business, financial condition, results of operation and prospects. Furthermore, the
Company faces competition from ground and sea transportation alternatives, which are other traditional means of
transportation used by a substantial majority of the population in Thailand, for various reasons including price and
convenience. Such competition could have a material adverse effect on the airline industry and the business, financial
The Company also faces competition in other airline-related services the Company provides at the Suvarnabhumi
International Airport, such as cargo terminal services and ground services. The principal competitor in these services is Th
Airways. In addition, the Company also faces competition in the provision of catering services. The main competitors are
Airways and LSG Skychefs Company Limited, which is an affiliate of Lufthansa.
1.6. Competition from other airports and destinations could adversely affect the airport business, in particular, the traff
through the Samui Airport.
The principal factor affecting the airport operations is the number of passengers that use the airports. The number
of passengers using the airports is dependent upon the existence of other destinations competing for passenger traffic and
the level of business and economic activity in Thailand and other Southeast Asian and South Asian countries. In addition,
passenger traffic volume may be adversely affected by the attractiveness, affordability and accessibility of competing tour
destinations located outside of Thailand, such as in Indonesia, Singapore and the Philippines. The attractiveness of the
destinations the Company serves is also likely to be affected by perceptions of travelers as to the safety and political and
social stability of Thailand. In addition, there have been news reports in the past that a second airport may be constructed
Samui to support the expected growth in number of travelers. Any new airport in Samui could decrease the passenger traff
to the Samui Airport, and as a result, have a material adverse effect on the business, financial condition, results of operatio
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and prospects. There can be no assurance that business activity and tourism levels, and therefore the number of passengers
using the airports, will in the future match or exceed current levels.
1.7. The airline and airport businesses are heavily dependent on travel to Thailand and the broader Southeast Asian
markets, in particular
passengers, Samui,inPhuket,
and a reduction demandChiang
for air Mai,
travelSiem Reapmarkets
in these and Phnom Penh aby
may have Thai, regional
material adverse and European
effect on the
The airline business is the Company’s core business, contributing 74.7%, 76.2%, 80.8% and 80.4% of the total
consolidated revenues in 2011, 2012, 2013 and the six months ended 30 June 2014, respectively. It comprises air transport
services for passengers domestically and internationally, which are directly related to the tourism industry, and the transpo
services for cargo. The Company’s growth has focused and will continue to focus on adding domestic and international fli
to and from the operations at the Suvarnabhumi International Airport and the Samui Airport. The business, financial cond
results of operation and prospects would be materially and adversely affected by any circumstances causing a reduction in
demand for air transportation in Thailand, including adverse changes in local economic conditions, declining interests in
Thailand as a tourist destination, or significant price increases as a result of increases in airport access costs and fees
imposed on passengers.
In addition, the Company is largely dependent on Samui, Phuket, Chiang Mai, Siem Reap and Phnom Penh routes
for a substantial portion of the Company’s revenues. Moreover, revenues from Samui, Phuket, Chiang Mai, Siem Reap an
Phnom Penh routes contributed an aggregate 92.5%, 84.2%, 84.4% and 80.1% of the passenger revenues in 2011, 2012,
2013 and the six months ended 30 June 2014. The Company also generates additional income associated with the Samui
Airport and its holding of a 25.0% interest in the Samui Airport Property Fund (the “Samui Property Fund”). Passenger tra
volume to Samui, Phuket, Chiang Mai, Siem Reap and Phnom Penh may be adversely affected by the attractiveness,
affordability and accessibility of competing tourist destinations. The attractiveness of Samui, Phuket, Chiang Mai, Siem R
and Phnom Penh is also likely to be affected by perceptions of travelers as to the safety and political and social stability of
the island and Thailand. If Samui, Phuket, Chiang Mai, Siem Reap and Phnom Penh will not continue to be popular touris
destinations, and any negative publicity in respect of Samui, Phuket, Chiang Mai or Thailand, it generally may reduce
passenger traffic on Samui, Phuket, Chiang Mai, Siem Reap and Phnom Penh routes. As a result, any decrease in
passenger traffic on the routes to and from Samui, Phuket, Chiang Mai, Siem Reap and Phnom Penh could have a materia
adverse effect on the business, financial condition, results of operation and prospects.
1.8. The subsidiary and associated companies have entered into agreements with the AOT to provide airline related
services in the Suvarnabhumi International Airport.
The subsidiary and associated companies have entered into project agreements with the AOT to provide airport-
related services at the Suvarnabhumi International Airport, including cargo terminal services, ground services and in-fligh
catering services. BFS Cargo, the associated company, operates cargo terminal services through the Cargo Project
Agreement with a term of 20 years, expiring 27 September 2026. BFS Ground, the subsidiary company, operates ground
handling services through the Ground Project Agreement with a term of 20 years, expiring 27 September 2026. BAC, the
subsidiary company, operates in-flight catering services through the Catering Project Agreement with a term of 20 years,
expiring 27 September 2026. BFS Ground and BAC contributed 7.3% and 4.5%, respectively, to the consolidated revenue
2013 and 6.9% and 4.1%, respectively, to the consolidated revenue for the six months ended 30 June 2014. Each of these
agreements has termination events, including, among others, non-performance without remedy, bankruptcy, national secur
and government orders. Therefore, one or more of the project agreements may be terminated before their expiration. If the
subsidiary and associated companies are unable to renew or extend their project agreements upon expiration or terminatio
the subsidiary and associated companies will lose their rights to operate the relevant businesses resulting in the loss of
revenue stream resulting from such business, which will have a material adverse effect on the business, financial condition
results of operation and prospects.
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1.9. The maintenance costs will increase as the fleet ages

The average age of the Company’s aircraft was 8.7 years as of 30 June 2014. Generally, the cost of maintaining
aging aircraft will exceed the cost of maintaining newer aircraft. As the fleet continues to age, it will require more
maintenance and the maintenance expenses will increase on an absolute basis, on an available seat kilometer basis and as
a percentage of the operating expenses (provided other operating expenses remain constant). Any significant increase in
maintenance expenses will have an adverse effect on the business, financial condition, results of operation and prospects.
In addition, older aircraft typically feature older cabin products, and generally require more frequent maintenance,
which may result in disruptions of flight schedules, and generally affect customer satisfaction and perceptions of the airlin
each of which may generally reduce the competitiveness.
1.10. Lenders of the third party lessors may have a security interest in the Company’s aircraft which were purchased by
the third party lessors under finance leases, and may take possession of such aircraft in the event the third party
lessors fail to adhere to certain requirements under the terms of the finance leases and related financing
documents.
As of June 30, 2014, five of the ATR 72-500 aircraft which the Company operates were leased by third party
lessors pursuant to finance lease agreements and sub-leased to the Company pursuant to finance lease agreements in the
form of conditional sale agreements. Under the financing and lease arrangements of the third party lessors, the lenders hav
security interests in such aircraft. The Company has no control over the actions of the third party lessors, and if they were
default under any of the finance leases or related financing documents, the lenders may have the right to take possession o
the aircraft, which would have a material adverse effect on the business, financial condition, results of operation and
prospects. Furthermore, the finance leases may contain cross-default provisions, whereby any breach of other agreements
could result in the lenders having a right to take possession of the concerned aircraft. This could put the Company in a
position where the Company is unable to operate its business, which could have a material adverse effect on its business,
financial condition, results of operation and prospects.
1.11. The Company has failed to comply in the past and any future failure to comply with covenants contained in its
aircraft operating lease agreements could have a material adverse effect on its business, financial condition, results
of operation and prospects.
The Company has entered into aircraft operating lease agreements with various third party lessors. These
agreements contain customary termination events and also require the Company to comply with additional covenants duri
the term of each agreement. Failure to comply with such covenants could result in a default under the relevant agreement,
and ultimately, in the repossession of the relevant aircraft. As a result of the slowdown during the global financial crisis fr
2007 to 2009, the Company was late in making payments under the terms of nine of its operating leases. The Company wa
served notices of late payment and subsequently entered into negotiations with the relevant third party lessors and
consensually restructured the lease payments for all nine aircraft. For three of the aircraft, the Company also negotiated to
apply its maintenance repair reserve funds towards the past due lease payments and agreed to provide standby letters of
credit as collateral in place of the maintenance repair reserve funds.
Aside from the nine aircraft subject to late payment notices, the Company also negotiated the return of one aircraf
with a negotiated early redelivery fee. In addition, the Company cancelled the delivery of a new aircraft and forfeited its
deposit under the operating lease agreement. Certain of these agreements also contain cross-default clauses as a result of
which defaults in one agreement may be treated as defaults under other lease agreements. Additionally, failure to maintain
the required airport licenses could trigger a breach of the lease agreements. As such, a failure to comply with the covenant
in the aircraft operating lease agreements may result in the repossession of the aircraft and have a material adverse effect o
the business, financial condition, results of operation and prospects.
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1.12. The Company has substantial indebtedness and fixed payment obligations and will continue to have substantial
indebtedness and fixed payment obligations following the consummation of the Combined Offering.
As of June 30, 2014, the Company had total consolidated indebtedness (including finance leases) of THB13,406.5
million, representing a debt to equity ratio of 1.82:1 and comprising debt from aircraft finance leases of THB604.2 million
debt from bank overdrafts and short-term loan obligations of THB11.5 million which is due within one year, long-term loa
(including loans from related parties) of THB12,721.9 million, of which THB11,230.7 million is attributable to the financ
of the Samui Property Fund. The obligations under such finance lease will continue for another 23 years and other
indebtedness of THB 1,491.2 million which are to be repaid in installments as specified in the relevant agreements. In
addition to the indebtedness, the Company has a significant amount of fixed obligations under operating leases relating to
aircraft, airport terminal space and other airport facilities and office space. As of December 31, 2013, its future minimum
lease payments under aircraft operating leases were approximately US$125.4 million.
The ability of the Company to make scheduled payments on our debt and other fixed obligations will depend on o
future operating performance and cash flow, which in turn will depend on prevailing economic and political conditions an
financial, competitive, regulatory, business and other factors, many of which are beyond the control. If the Company will n
be able to generate sufficient cash flow from our operations to pay our debt and other fixed obligations as they become du
the failure to do so could have a material adverse effect on its business, financial condition, results of operations and
prospects.
1.13. Significant increases in interest rates may adversely affect the business, financial condition, results of operation and
prospects.
As of June 30, 2014, 8.1% of the outstanding consolidated indebtedness in the Unaudited Interim Financial
Statement consisted of floating-rate obligations. In the event the reference rate that is used in arriving at the floating rates
applicable to the indebtedness and lease obligations increases by 10.0%, as of June 30, 2014, the interest rates that would
then be applicable to the floating rate indebtedness would be 7.4%. An increase in prevailing interest rates could substanti
increase the Company’s borrowing costs with respect to its existing floating-rate obligations or new loans, which could
adversely affect its business, financial condition, results of operation and prospects.
1.14. The Company may incur a significant amount of debt in the future to finance the acquisition of aircraft, capital
expenditure or expansion plans.
The Company has historically leased most of its aircraft pursuant to operating lease arrangements. However, the
Company may consider purchasing a portion of its aircraft requirements in the future. On February 12, 2014, the Company
entered into a sale and purchase agreement for six new ATR 72-600 aircraft, which also includes purchase rights for an
additional three ATR 72-600 aircraft.
On May 27, 2014, the Company exercised such purchase rights for the additional three ATR 72-600 aircraft, and
the delivery of the total nine aircraft is scheduled for between the last quarter of 2014 and the first quarter of 2017. When
Company purchase its own aircraft, the Company is likely to require financing and incur significant amounts of debt to fu
such acquisition of additional aircraft. The Company intends to finance the purchase of such ATR 72-600 aircraft through
financing lease arrangements with third parties. If the Company is unable to obtain such financing, the Company will rem
obligated to take delivery of the nine aircraft and will be required to finance the purchase of such ATR-600 aircraft throug
alternative funding sources or renegotiate with the vendor or default under the Sale and Purchase Agreement. The Compan
may also obtain debt financing to finance its operations, other anticipated capital expenditures, working capital requiremen
and expansion. If the Company will not be able to raise such financing on favorable terms or at all, in particular if there is
general deterioration in the credit and capital markets, which could have a material adverse effect on its business, financia
condition, results of operation and prospects. If the Company is unable to obtain financing for new aircraft on acceptable
terms, this may affect the profitability and delay fleet expansion plans. Moreover, the future credit facilities may contain
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covenants that limit operating and financing activities and require the creation of security interests over the assets. The abi
to meet the payment obligations and to fund planned capital expenditures will depend on the success of the business
strategy and the ability to generate sufficient revenues to satisfy the obligations, which are subject to many uncertainties a
contingencies beyond control.
1.15. The Company relies on third parties to provide its customers with facilities and services that are integral to its
business, including airport facilities at the Suvarnabhumi International Airport, and as a distribution channel for it
airline ticket sales.
The availability and cost of terminal space, slots and aircraft parking are critical to its operations and expansion
plans. Ground and maintenance facilities, including hangars and support equipment, will be required to operate additional
aircraft in line with its expansion plans. These and other required facilities and equipment may be unavailable in a timely
economic manner. The inability to lease, acquire or access airport facilities on reasonable terms or at preferred times to
support its growth or to maintain its current operations would have a material adverse effect on its business, financial
Sales through third party sales outlets remain an important distribution channel. In the years ended December 31,
2011, 2012, 2013 and the six months ended June 30, 2014 approximately 64.0%, 63.9%, 60.4% and 60.6%, respectively, o
the total sales were derived from indirect sales, which include sales through general sales agents, IATA-authorized sales
agents and code-share and interline. If the Company will not be able to maintain favorable relationships with them or that
Company will not be able to suitably replace them, its revenues could be adversely impacted if third parties elect to priorit
other airlines. The relationship with third party sales outlets may be affected by the terms of business and economic packa
offered to them by other airlines, changes in the arrangements with other distributors of air services and the introduction a
growth of new methods of selling air services. Furthermore, these third parties interface with the passengers and potential
passengers. In the event they act improperly, such behavior may harm the reputation and may adversely affect the Compan
Although the Company seeks to monitor the performance of third parties that provide the Company with such
services, and certain of the agreements that the Company enter into for these services may define expected service
performance levels, the efficiency, timeliness and quality of performance by third-party service providers are often beyond
control, and any failure of its service providers to perform their services satisfactorily or unexpected interruptions in servic
may have an adverse impact on its customers’ perception of its standards of service and reliability, and its business, financ
condition, results of operation and prospects
1.16. Any real or perceived problem with Airbus A319, Airbus A320, ATR 72-500 or ATR 72-600 aircraft or Internationa
Aero Engines V2500-A5 or Pratt & Whitney PW 127F or 127M series engines, including their unavailability, or a
decision to operate a new aircraft type or engine type, could have a material adverse effect on its business,
The reliance on the Airbus A319, Airbus A320, ATR 72-500 and ATR 72-600 aircraft and the International Aero
Engines V2500-A5 and Pratt & Whitney PW 127F and 127M series engines makes the Company particularly vulnerable t
any problems that might be associated with such aircraft and engines. The Company would be adversely affected if a desig
defect or mechanical problem with the Airbus A319, Airbus A320, ATR 72-500 or ATR 72-600 aircraft or the Internationa
Aero Engines V2500-A5 and Pratt & Whitney PW 127F or 127M series engines were discovered, causing its aircraft to be
grounded while any such defect or problem is corrected, assuming it could be corrected at all. Any such defect or problem
may also result in aviation authorities in Thailand implementing certain airworthiness directives which may require substa
compliance costs. Our business, financial condition, results of operation and prospects could be materially and adversely
affected if the public avoids flying its aircraft as a result of an adverse perception of the Airbus A319, Airbus A320, ATR
500 or ATR 72-600 aircraft due to real or perceived safety concerns or other problems.
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1.17. The Company depends on its personnel, especially its executive officers and key management, and any difficulties
in attracting or retaining such personnel or failure to maintain its corporate culture may have a material adverse
effect on its business, financial condition, results of operation and prospects.
The Company’s success depends to a significant extent upon the continued services of its executive officers and
other key management personnel. The loss of any of its executive officers and other key management personnel or failure
recruit suitable or comparable replacements could have a material adverse effect on its business, financial condition, result
of operation and prospects.
The business model requires the Company to have highly-skilled, dedicated and efficient pilots, engineers and oth
personnel. Its growth plans will require the Company to hire, train and retain a significant number of new employees in th
future. From time to time, the airline industry has experienced a shortage of skilled personnel, especially pilots and engine
The Company competes against other full service airlines and low-cost airlines for these highly-skilled personnel. These o
full service airlines and low-cost airlines may offer wage and benefit packages that exceed those offered by the Company.
The Company may have to increase wages and benefits to attract and retain qualified personnel or risk considerable
employee turnover. If the Company is unable to hire, train and retain qualified employees at a reasonable cost, the Compa
may be unable to execute our growth strategy, which would have a material adverse effect on its business, financial
1.18. If the Company is unable to maintain the requisite licenses, permits and approvals or obtain regulatory approvals in
the future, the Company will not be able to operate a scheduled flight.
The Company’s business relies on its maintaining the requisite licenses, permits and approvals necessary to
operate its portfolio of routes. The airline industry is subject to extensive regulation and the Company has no control over
regulations that apply to the Company. Changes in the interpretation of current regulations or the introduction of new laws
regulations may have a material adverse effect on its business, financial condition, results of operation and prospects.
The Company is required to hold an air operator certificate (an “AOC”) which is granted, and is subject to conditi
imposed, by DCA. The AOC is valid for a prescribed period following which an application for renewal has to be made. I
current AOC is subject to renewal upon expiry on April 30, 2018. To operate either scheduled or non-scheduled air transp
services in Thailand, the Company is required to obtain an air operating license (“AOL”) from the MOT. Our current AOL
subject to renewal upon expiry on January 31, 2019. There can be no assurance that a new AOC and AOL will be granted
the Company upon the expiry of each current AOC and AOL, without which the Company will not be able to operate air
services.
For each route the Company operates, the Company is required to hold the requisite licenses, permits and
approvals from the countries to and over which the Company fly. The validity of each license, permit or approval may var
country. If any license, permit or approval is revoked or not renewed upon its expiry or if such renewal is on less favorable
terms, the Company may not be able to operate on the affected route or may have to operate at a reduced frequency. In
addition, the actions of Thai authorities responsible for overseeing Thai airlines and other third parties that the Company h
no control over may adversely affect the Company.
1.19. The ability to set fares on certain segments of its business is constrained by fare ceilings set by the Government.
As an airline company, the Company is regulated by the Government through, among others, the DCA. The DCA
the regulatory authority responsible for regulating the Thai aviation sector. The DCA issues operating licenses required fo
flight operations, sets price caps for airfares on domestic passenger services sold in Thailand, regulates fuel surcharges for
scheduled domestic passenger and cargo services and agrees international bilateral air service agreements with other
countries. Its domestic fares are subject to fare ceilings prescribed by the DCA. Its revenue from domestic passenger
services accounted for 63.6%, 61.9%, 63.3% and 63.0% of its revenues from passenger services in 2011, 2012, 2013 and
the six months ended June 30, 2014, respectively. Any adverse changes in these policies, in addition to other regulations a
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policies governing airline operations, could have a material adverse effect on its business, financial condition, results of
1.20. Fluctuations in currency exchange rates may have an adverse impact on its business, financial condition, results of
Due to the geographic diversity of its business, the Company receives revenue and incur expenses in a variety of
currencies, in particular the Thai Baht, and U.S. Dollar. However, most of its maintenance, aircraft leasing, jet fuel supply
insurance contracts and substantially all of its purchase contracts with respect to aircraft spares are denominated in U.S.
Dollars. A number of currencies have experienced significant volatility, which could be detrimental depending on its forei
exchange position with respect to both its income and expenses. The Company may, in the future, enter into derivative
contracts to hedge its foreign exchange exposure.
1.21. The investment in BGH comprises a substantial portion of its assets, and fluctuations in BGH’s share price can
materially affect its statement of comprehensive income.
As of June 30, 2014, the Company held, directly and indirectly through its subsidiaries, a 7.83% stake in BGH, a
private hospital operator in Thailand. Its investment in BGH comprised 36.4%, 43.1%, 46.9% and 58.9% of its total assets
of December 31, 2011, 2012, 2013 and as of June 30, 2014, respectively. While Mr. Prasert Prasarttong-Osoth, the Vice
Chairman of our Board of Directors and our Chief Executive Officer, is also the Group Chief Executive Officer, President
a director of BGH, the Company does not have any direct or indirect control over the operations of BGH or any positive o
negative fluctuations in BGH’s share price.
Fluctuations in the share price of BGH shares have a material effect in its statement of comprehensive income, as
the Thai Financial Reporting Standards require the Company to record any changes in the mark-to-market value of our
investment in BGH as gains and losses in its statement of comprehensive income. In 2011, 2012, 2013 and the six months
ended June 30, 2014, the share price of BGH shares increased, while the shareholding in BGH remained relatively constan
As a result, the Company recorded a gain on changes in value of available-for-sale investments of THB3,799.6 million,
THB3,169.4 million, THB450.5 million and THB5,886.7 million in 2011, 2012, 2013 and the six months ended June 30, 2
respectively.
The Company expects the investment in BGH to continue to comprise a substantial portion of its assets as the
Company holds such investment for long-term investment and dividend income. As a result of the view to hold BGH shar
for long-term investment, the Company expects fluctuations in the share price of BGH shares to continue to materially aff
its total comprehensive income in its statement of comprehensive income.
In connection with the Offering, the Company has engaged an independent third party to review and advice on
appropriate internal policies, including insider trading, which would include black-out periods between the time informati
released and the time its directors and officers can resume trading in its Shares. In addition, the Company has a code of
conduct that relates to the investment in securities.
1.22. The interests of its existing shareholders may differ from or conflict with its interests.
After the completion of the Combined Offering, members of the Prasarttong-Osoth family will collectively own an
aggregate of not less than 60.0% of the issued and outstanding shares of the Company.
By virtue of the Prasarttong-Osoth family’s 60.0% collective stake in the share capital after the completion of the
Combined Offering, although not acting in concert, the Prasarttong-Osoth family may be able to control matters requiring
approval by its shareholders and will be able to exert significant influence over its business, subject to regulatory approval
including:
• Election of our directors;
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• Amount and timing of dividends and other distributions;

• Acquisition of or merger with another entity;
• Overall business strategies and policies; and
• Issuance of new securities
Circumstances may arise in which the interests of the Prasarttong-Osoth family or the interests of their associated
companies may conflict with the interests of its other shareholders.
In addition, from time to time, the Company enters into, and the Company may enter into in the future, transaction
with entities controlled by the Prasarttong-Osoth family and/or other related parties
1.23. The airport revenue is highly dependent on levels of air traffic, which depend in part on factors beyond its control,
including economic and political conditions and environmental factors.
Revenue of its airport operations, which contributed 2.4%, 2.3%, 2.3% and 2.5% of its consolidated revenues in
2011, 2012, 2013 and the six months ended June 30, 2014, respectively, is closely linked to passenger and cargo traffic
volumes and the number of air traffic movements at the airports. These factors directly determine its revenue from
aeronautical services and indirectly determine its revenue from nonaeronautical services. Passenger and cargo traffic
volumes and air traffic movements depend in part on many factors beyond its control. Such factors include economic
conditions and the political situation in Thailand, Southeast Asia, South Asia and elsewhere, the attractiveness of its airpo
relative to that of other competing airports, health epidemics, fluctuations in jet fuel prices (which can have a negative imp
on traffic as a result of fuel surcharges or other measures adopted by airlines in response to risks associated with increased
fuel costs) and changes in regulatory policies applicable to the aviation industry. Additionally, climate conditions such as f
at the airports, as well as considerations of the tolerable level of pollution and noise level to the neighboring residents, ma
also affect air traffic movements or capacity, indirectly affecting our revenues.
1.24. Termination of the sub-lease agreement with the Samui Property Fund could have a material adverse impact on its
In 2006, the Company leased the assets of the Samui Airport to the Samui Property Fund for a period of 30 years
under the terms of the Long-Term Lease Agreement. The Samui Property Fund in turn sub-leased the Samui Airport to the
Company pursuant to the Sub-lease Agreement. The Company continues to act as operator of the Samui Airport and the
Company holds a 25.0% interest in the Samui Property Fund. In the event the Company defaults under the Sub-lease
Agreement, the Samui Property Fund may terminate the Sub-lease Agreement and find a replacement operator and enforc
its collateral under the sub-lease, including, among others, the pledge of its shares in BGH. Any termination of the Sub-lea
Agreement or enforcement of collateral by the Samui Property Fund could have a material adverse effect on its business,
2. Relating to the Aviation Industry
2.1. The airline industry tends to experience adverse financial performance during general economic downturns
It is difficult to predict the effects of a global economic downturn. The airline industry is characterized by low pro
margins and high fixed costs. A significant proportion of the Company expenses, including depreciation, maintenance and
overhaul, aircraft handling and navigation fees, finance costs, operating lease payments and labor costs for flight deck and
cabin crew and ground personnel do not vary based on its load factors, while revenue generated from a flight is directly
related to the number of passengers or cargo carried and the fare structure. A relatively small change in the number of
passengers in relevant markets or in pricing, load factors, or traffic mix could have a disproportionate impact on the Comp
business, financial condition, results of operation and prospects. In addition, a minor shortfall in expected revenue levels
could have a material adverse effect on its financial performance.
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2.2. Limitations of Bangkok’s airports and other Thai airports may inhibit the Company ability to increase its aircraft
utilization rates, improve its on-time performance and provide safe and efficient air transportation.
Although Thailand’s commercial aviation infrastructure has improved substantially in recent years with the openin
of the Suvarnabhumi International Airport in September 2006 and the re-opening of Don Mueang International Airport to
domestic flights in March 2007, the resources of many segments of the commercial airline industry, including airport facil
and air traffic control systems, have been strained by the rapid increase in air traffic volume. The Company ability to incre
utilization rates, improve its on-time performance and provide safe and efficient air transportation in the future depends in
on factors beyond its control, including:
• Capacity of landing slots, passenger capacity at terminals and air traffic congestion in major hub airports that
the Company serve, particularly at the Suvarnabhumi International Airport in Bangkok and the Phuket Airport
Phuket
• The quality of the management of Thai airports by the relevant operator
• The quality of national air traffic control

• The quality of navigational systems and ground control operations at Thai airports
• Limitations on runway length and/or strength which restrict the aircraft payload
• The quality of infrastructure at regional airports that the Company serves
• Increased security measures
If any of these factors is inadequate, the Company’s ability to expand the route network or to increase the frequenc
of flights on existing routes, improve its on-time performance and to provide safe air transportation will be compromised,
its business, financial condition, results of operation and prospects may be materially and adversely affected.
3. Risks Relating to the Company’s Share
3.1. The net asset value of the New Shares issued in the Primary Offering is significantly less than the Offering Price,
and new investors will incur immediate and substantial dilution in the net asset value per Share.
The Offering Price is substantially higher than the Company’s adjusted net asset value per Share after adjusting fo
the estimated net proceeds from the issue of the New Shares and based on its issued share capital after the Combined
Offering. Therefore, new investors will experience immediate and substantial dilution and its existing shareholders will
experience a material increase in the net asset value per Share they own.
3.2. The Company’s ability to pay dividends in the future will depend upon future earnings, financial condition, cash
flows, working capital requirements and capital expenditures.
The amount of the Company’s future dividend payments, if any, will depend on the Company’s future earnings,
financial condition, cash flows, working capital requirements and capital expenditures. The Company may not be able to p
dividends, the Company’s Board of Directors may not recommend the payment of dividends and the shareholders may no
approve the payment of dividends. Additionally, the Company may be restricted by the terms of the Company’s future cre
financing agreements to make dividend payments. The Company may incur expenses or liabilities that would reduce or
eliminate the cash available for distribution of dividends. If the Company does not pay cash dividends on the Shares,
shareholders may not receive any return on investment in the Shares unless they sell the Shares at a price higher than the
price at the time of purchase.
The PLCA and the Company’s Articles of Association state that the Company is not permitted to pay dividends if
the Company has an accumulated deficit in retained earnings, even though the Company has recorded net profit in that
particular year. As at 30 June 2014, the Company had a standalone accumulated deficit in unappropriated retained earning
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of THB 3,421.7 million as a result of the restatement of the Company’s financial statements. Pursuant to the PLCA and th
Company’s Articles of Association, the Company intends to seek shareholder approval to use the share premium (if any) f
the issuance of the Shares to offset the total accumulated deficit (to the extent that such aggregate share premium amount
exceeds the total accumulated deficit) at an extraordinary meeting of the Company’s shareholders to be held as soon as
practicable after the Offering. To the extent that Company does not obtain such shareholder approval or the share premium
is not sufficient to offset the total accumulated deficit, the Company will not be legally permitted to declare or pay dividen
until the Company has no accumulated deficit and records net profit in the particular year.
4. Other Risks
4.1 One of the Company’s former executive officers has entered into a settlement with the Office of the SEC in relation
to the use of non-public information in trading securities and one of the Company current executive officers has
entered into a settlement with the Office of the SEC for aiding and abetting the former executive officer’s
wrongdoing.
On 27 November 2013, the Office of the SEC announced that the Settlement Committee imposed a fine of THB 9
million on the Company’s former Executive Vice President – Strategic Planning for purchasing BGH shares while in
possession of material non-public information. The Settlement Committee also imposed a fine of THB 0.3 million on Mrs
Narumon Chainaknan, Executive Secretary to CEO Office (Vice President), and Ms. Viporn Jitsomwang, Cost Account
Director for aiding and abetting former executive officer’s wrong doing. Based on the Office of the SEC’s announcement
findings, during the period between 16 November and 7 December 2010, the Company’s former executive officer, then a
director of BGH and the Company, purchased 1,030,000 BGH shares through the trading accounts of Mrs. Chainaknan an
Ms. Jitsomwang based on non-public information material to the share price of BGH involving the merger of BGH with H
Network Plc., which resulted in an increase in BGH’s market share and revenue.The Office of the SEC findings stated tha
such former executive officer violated Section 241 of the SEC Act, while Mrs. Chainaknan and Ms. Jitsomwang also viola
Section 241 of the SEC Act, in conjunction with
Section 86 of the Penal Code, for aiding and abetting. The maximum penalty for insider trading under Section 241
the SEC Act is imprisonment of up to two years and/or a monetary penalty in the amount of two times the profits made fro
the insider trading but not less than THB 500,000. The maximum penalty for aiding and abetting for insider trading under
Section 241 of the SEC Act is two-third of an imprisonment term of up to two years and/or a monetary penalty in the amo
of two times the profits made from the insider trading but not less than THB 500,000.
Such former executive officer was a director on the boards of both BGH and the Company at the time of the
purchases and sales. The Office of the SEC has not imposed any restrictions on such former executive officer holding
directorships or management positions in listed companies in Thailand. However, such former executive officer resigned f
the board of BGH on 27 November 2013 and from the board of the Company on 26 November 2013. On 1 June 2014, suc
former executive officer, resigned as an officer of the Company, effective on 31 July 2014. Mrs. Chainaknan continues to
an executive officer position in the Company. Ms. Jitsomwang continues to hold a Cost Account Director position in the
Company.
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Lawsuit
As at 30 June 2014, the Company and subsidiaries had no lawsuit that would have adverse effect on assets of the
Company and subsidiaries at the level of greater than 5% of their shareholders’ equity and had no lawsuit that would have
material effect on their operations. However, the Company had lawsuit which the Company held as Plaintiff and Defendan
that may have effect on the Company’s financials as follows:
1. The Company as Defendant
1.1 The Company as Defendant Relating to the Termination of an Appointment Agreement of General Sales Agent
The Company entered into an appointment agreement dated 21 December 2011 with Jupiter Logistics (Bangladesh
Company Limited (“Jupiter”) as a general sales agent in Bangladesh for the distribution of passenger tickets and cargo
transportation services until 31 December 2012. The Company served a notice dated 26 October 2012 to inform Jupiter of
intent to not renew the existing appointment agreement for future periods.
Jupiter subsequently on 26 November 2012 filed a civil lawsuit in the Lower Court of Bangladesh against the Company to
claim for damages in the amount of approximately THB 308.0 million resulting from unilateral termination of the appoint
agreement of general sales agent without the prior consent of Jupiter. At the same time, Jupiter also applied for a temporar
injunction to seize
Supreme Court the Company’s
of Bangladesh, andbank account of THB
the Company’s bank 149.8 million
account in Bangladesh.
was seized The application
from 10 December was the
2012 until granted at the
disposal of
the temporary injunction. As of today, the civil lawsuit claim is still pending at the Lower Court of Bangladesh. Recently,
Jupiter has expressed an intention to negotiate a dispute settlement with us. The Company is in the process of signing a
settlement agreement with the plaintiff, whereby the Company would have to pay compensation amounting to THB 52.0
million to the plaintiff. The Company has set aside the full provision for the compensation in the Company’s accounts. No
assurance can be given that such settlement agreement will be executed.
1.2 Proceedings as Defendant Relating to Employment Agreement
On 10 February 2014, the Company was sued by a former employee, claiming damages in the amount of THB91.4
million as a result of tort and the breach of an employment contract. Subsequently, in April 2014, the Company countersue
the plaintiff, claiming damages of THB 10.2 million for breach of training and learning contract. Currently, the case is bei
considered by the Labor Court.
(2) The Company as Plaintiff
2.1 Proceedings as Plaintiff Relating to House and Land Taxes for the Samui Airport
The Samui local authorities have imposed house and land tax assessments on the Samui Airport for the years
between 2007 and 2013 of approximately an aggregate of THB 119.0 million from 2007 to 2010, and THB38.8 for each o
2011, 2012 and 2013. Although the Company paid the tax assessments for each of the years, the Company does not agree
as to the basis on which such assessments were made and have filed cases against the Samui local authorities to reclaim
such tax payments. The Central Tax Court ruled in favor of the Company for the 2007 to 2012 tax assessments, which the
Samui local authorities subsequently appealed to the Supreme Court. The claims for the 2007 to 2012 tax assessments are
still pending at the Supreme Court. Moreover, the Company filed an appeal against the house and land tax assessments for
the year 2013. In August 2014, Koh Samui Municipality charged the Company property tax amounting to THB38.8 millio
the year 2014. The Company paid the full amount and filed an appeal against the assessment, which is currently under the
consideration of the Koh Samui Municipality.
2.2 Proceedings as Plaintiff Relating to Corporate Income Tax
On 21 December 2012, the Company filed a claim against the Thai Revenue Department to reclaim approximately
THB86.0 million in corporate income taxes paid in 2005 and 2006. Although the Company paid the tax assessments for 2
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and 2006, the Company has filed a case against the Thai Revenue Department on the basis that such tax liability should
have been offset against the income tax losses the Company incurred in 2005 and 2006. The Company has appealed to the
Supreme Court, and currently the case is pending at the Supreme Court.
(3) BFS Ground as a Defendant
3.1 BFS Ground as a Defendant Relating to the Construction Contract
In 2008, BFS Ground was sued for THB 68.6 million by its construction contractor in a dispute between the partie
over BFS Ground’s opinion that the contractor had not complied with the terms and conditions of the construction contrac
On 20 April 2010, the Court of First Instance ordered BFS Ground to pay compensation in the amount of THB 25.4 millio
together with interest at 7.5% per annum computed from 15 October 2007 until the compensation is fully settled. On 14 Ju
2010, BFS Ground sought a stay of execution from the Court of Appeal.
In March 2011, BFS Ground returned the retention, amounting to THB 10.4 million, to the plaintiff, together with
corresponding interest, which amounted to a total of THB 13.1 million. On 17 March 2011, BFS Ground placed the remai
THB15.0 million and the corresponding interest charge, which amounted to a total of THB19.8 million, as a bond given to
Court, in accordance with an order of the Court of Appeal. On 2 June 2011, the Court of Appeal ordered the BFS Ground
pay for incremental costs amounting to THB 13.6 million. On 30 September 2011, BFS Ground filed an appeal of the case
with the Supreme Court. Currently, the case is pending in the Supreme Court and the outcome cannot yet be determined. I
2007, BFS Ground recorded THB 14.1 million for allowance for loss in relation to litigation. In 2013, BFS Ground record
remaining amount of allowance for loss in relation to litigation in accordance with an order of the Court of Appeal and
retroactively adjusted such allowance for an additional amount of THB 14.5 million, including interest related expenses, a
detailed in the 2013 Audited Financial Statements. BFS Ground has now set aside the full provision for the judgment, and
BFS Ground believes that the provisions made in the accounts are adequate to cover any losses that may arise from this
case.
Number of Employees As of 30 June 2014, the Company and subsidiaries had a total of 2,340 employees
Company Background
In 1968, Mr. Prasert Prasarttong-Osoth set up the airline business as an airline business operation under the
company Krungthep Sahakol Company Limited, owned by Dr. Prasert Prasarttong-Osoth. Then, in 1984, Sahakol Air
Company Limited was founded to take over such airline business from Sahakol Air.
Since 1986, The Company officially commenced scheduled passenger flight services under current name “Bangko
Airways”. In 1989, the Company completed construction of first airport, located in Samui which was beginning to be
developed as an international tourist destination. The Company obtained an International Air Transport Association (“IAT
code, “PG”, and commenced operations of Samui Airport. In addition, the Company also received approval to fly first rou
Bangkok—Samui. Later, in 1994, the Company became an IATA Clearing House member. In the same year, the Company
added two ATR 72s to the fleet.
In 1998, the Company commenced operations of second airport in Sukhothai. Later, in 2000, the Company put firs
Boeing 717-200 into operations. The Boeing 717-200 jet aircraft provided higher speeds and more seat capacity so the
Company could increase capacity and reduce flight frequency. This also allowed the Company to expand its capacity on
routes to and from Samui. In the same year, the Company commenced operations of its first hangar located in the Don
Mueang International Airport. The Company also became a member of the IATA Billing and Settlement Plan (“BSP”). In
the Company received full IATA membership which means that the Company upgraded operations in adherence to the
international commercial aviation standards under IATA Operational Safety Audit (“IOSA”); such membership entitles the
Company to voting rights in respect of the fare adjustment process. Later, in 2006, the Company commenced operations o
third airport in Trat.
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In 2006, BA entered into an agreement to lease Samui Airport, together with its facilities, to the Samui Property
Fund for a period of 30 years (ended in the year 2036) for THB 9,300.0 million. On the same date, BA entered into an
agreement to sublease the Samui Airport from the Samui Property Fund for a period of three years, with commitment to
renew nine times for periods of three years each (total of 30 years). BA holds 25.0% of the outstanding units in the Samui
Property Fund which is listed on the SET.
In 2012, in anticipation of the Combined Offering, the Company made the Corporate Reorganization pursuant to
which certain non-core subsidiaries and several parcels of vacant land, which are irrelevant to airline and airport related
services and airport businesses, were sold.
Investments in Subsidiaries and Associated Companies: as of 30 June 2014
Paid-up Investment at
Investment
Company Core Business Capital Book Value
Ratio
(THB Million) (THB Million)
Subsidiary Companies
1. Bangkok Airways Holding Company Limited
Holding shares in BGH 1,001.0 99.99 1,001.0
(“BAH”)
2. Worldwide Flight Services Bangkok Air
Ground service provider at the
Ground Handling Company Limited (“BFS
Suvarnabhumi International 670.0 90.00 603.5
ground”) Airport
3. Bangkok Airways Ground Services Co. Ltd.Ground service provider at the
(“PGGS”) Samui Airport 0.25 99.99 0.25

4. Bangkok Air Catering Company Limited Catering services at the
(“BAC”) Suvarnabhumi 500.0 90.00 579.5
(1)
5. SA Services Company Limited Ground service provider at the
(1)
Don Mueang International 1.0 99.99 1.0
Airport
(1)
6. BFS Cargo DMK Company Limited Cargo terminal operation
(1)
services at the Don Mueang 25.0 51.00 12.8
(2) (2)
7. BAC Gourmet House Company Limited Restaurant 25.0 99.99 25.0
8. Bangkok Air Catering Phuket Company Catering services at the (2)
(2) 0.25 69.99 17.5
Limited Phuket International Airport
Associated Companies
1. WFS-PG Cargo Company Limited Cargo terminal operation
services at the Suvarnabhumi 300.0 49.00 147.0
(3)
2. The Samui Property Fund Investing in the holding of a
30-year lease to the assets of 9,500.0 25.00 2,255.6
the Samui Airport
(4)
3. S.E.A Aviation Co. Ltd. Transportation and cargo
30.0 10.00 3.0
services
(1) BFS ground is its shareholder. Investment at book value is as stated in BFS ground financial statement as of 31 December 2013.
(2) BAC is its shareholder. Investment at book value is as stated in BAC financial statement as of 31 December 2013.
(3) The Samui Property Fund had registered capital of THB 9,500.0 million on the registration date of the Samui Property Fund; however, the
Samui Property Fund has decreased its capital by decreasing the par value. As a result, on 31 December 2013, the paid up capital of the
Samui Property Fund was THB 9,208.0 million.
(4) The Company paid for its share for THB 3 million or 10.0% of paid-up capital of S.E.A Aviation Co. Ltd. However, the Company has send 2 ou
of 5 directors positions in S.E.A Aviation Co. Ltd. making it an associated company.
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Change in Capital in the Last 3 Years:

Unit: THB million
Date Increase (decrease) in capital Total Capital Objective
(1)
10 February 2012 50.0 1,250.0 To comply with Board of Investment
(BOI) requirement
(2)
21 March 2013 300.0 1,550.0 offered to existing shareholders in
proportion to their respective
shareholding
(3)
29 March 2013 30.0 1,580.0 allotment of common shares to
directors and employees of the
Company (ESOP)
(4)
28 October 2014 520.0 2,100.0 Offer to the Initial Public Offering
Note:
(1) Increase in the Company’s share capital of 5,000,000 shares at a par value of Baht 10 each to comply with Board of Investment (BOI)
requirement.
(2) Increase in the Company’s share capital of 300,000,000 shares at a par value of Baht 1 each to be reserved for the right offering to be made
to the Company’s existing shareholders at the proportion of shareholding (right offering).
(3) The allotment of common shares to directors and employees of the Company (ESOP) at THB 10 each. According to this, the Company has
premium on ordinary shares totaling Baht 270 million.
(4) For the Initial Public Offering (IPO) at THB 25 each
Accounting Period: 1 January – 31 December

Auditor Rungnapa Lertsuwankul Certified Public Accountant (Thailand) No. 3516
EY Office Limited
Share Registrar Thai Securities Depository Company Limited (“TSD”)

Financial Advisor Bualuang Securities Public Company Limited
Lead Underwriter Bualuang Securities Public Company Limited
Credit Suisse Securities (Thailand) Limited
DBS Vickers Securities (Thailand) Company Limited
Dividend Payment Policy
1) Dividend payments by the Company
The Board of Directors of the Company may recommend annual dividends subject to the approval of the Company
shareholders at its annual general meetings. The Company has a policy to pay dividends at the rate of not less than 50.0%
the Company’s separate net profits after deducting corporate income tax and other reserve funds as required by law and
Articles of Association. However, dividend payment policy may be subject to changes, depending on the business expansi
and demand in use of funds in each year, as necessary and suitable, as Board of Directors deems appropriate, subject to
shareholders’ approval. For the payment of interim dividends, Board of Directors may approve to pay the interim dividend
from time to time when Board of Directors views that the Company has sufficient net profits to do so.
The Company, however, has an accumulated deficit in unappropriated retained earnings of THB 3,421.7 million a
of 30 June 2014, as a result of restatement of the Company’s financial statements, and therefore cannot pay dividends to it
shareholders.
Subject to shareholder approval, the PLCA and the Company’s Articles of Association permit the use of share
premium (if any) from the issuance of Shares of the Company above par value to offset any accumulated deficit. The
Company intends to seek approval to use the share premium from the issuance of the Shares in the Combined Offering to
offset the total accumulated deficit in retained earnings (to the extent that such aggregate share premium amount exceeds t
total accumulated deficit in retained earnings) at an extraordinary meeting of the Company’s shareholders to be held as so
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as practicable after the Combined Offering. However, to the extent that Company does not obtain such shareholder approv
or the share premium is not sufficient to offset the total accumulated deficit, the Company will not be permitted to declare
pay dividends.
2) Dividend payments by each of subsidiaries
Dividend payments by each of subsidiaries are subject to shareholders’ approval in accordance with such
subsidiary’s respective board of directors’ recommendation. The following factors are taken into account when considerin
dividend payment: the results of operation, liquidity, cash flows and financial status of each subsidiary, conditions and
limitations of the dividend payment as provided in the relevant loan agreements, debentures or other related agreements w
which each subsidiary must comply, future business plans, investment capital requirement and other factors as deemed
appropriate by such subsidiary’s board of directors.
BOI Certificates
Airline Operations
The Company has obtained BOI Certificates for airline operations under Investment Promotion Act B.E. 2520 (as amende
privileges under the BOI Certificates include:
• Corporate income tax exemption for net profit for a period of eight years from the date of first income derived
such activity.
• Import duties exemption for machines
• Dividend tax exemption for each project throughout the period of corporate income tax exemption; and if the
Company suffer losses from the operation of the relevant aircraft during the period of corporate income tax
exemption, the Company is permitted to deduct such losses from the net profits incurred after the period of co
income tax exemption for a period of not exceeding five years, whereby the Company may choose to deduct s
losses from the net profit of any one year or several years.
• Non-tax privileges include the permission to import skill non-Thai experts/technicians in amounts and period
deemed appropriate by the Thai Board of Investment.
As of 31 July 2014, the Company has obtained five BOI Certificates under which the corporate income tax exemption has
utilized for 16 aircraft. The following table sets forth the details of BOI Certificates.
The Date of
The Date of First
BOI Certificate Number of aircraft granted Expiration of
Income derived
No. under each program Corporate Income
from Such Activity
Tax Exemption
2072(2)/2548 • Five aircrafts with 651 seats 1 July 2007 30 June 2015
2199(2)/2551 • Three aircrafts with 430 seats 30 January 2009 29 January 2017
1204(2)/2555 • Two aircrafts with 306 seats 11 March 2012 10 March 2020
2019(2)/2555 • One aircrafts with 162 seats 30 November 2012 29 November 2020
1208(2)/2556 • 13 aircraft with 2,283 seats 18 May 2013 17 May 2021
(5 aircrafts used)
• Aircraft must be imported by
14 August 2015
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In addition, the Company is entitled to import additional 21 aircraft under another two BOI Certificates together with an
additional eight aircraft under BOI Certificate No. 1208(2)/2556 which the Company has not utilized, the Company is ent
to import an additional 29 aircrafts in total. As of 31 July 2014, the Company has not imported the additional aircraft. The
following table sets forth the details of additional two BOI certificates.
BOI Certificate The date of
Specific Terms and Conditions
No. approval
2604(2)/2555 14 September 2012 • 20 aircrafts with 2,753 seats
• Aircraft must be imported by 30 April 2015
1055(2)/2556 4 December 2012 • One aircraft with 120 seats
• Aircraft must be imported by 16 July 2015
Airport Operations
As of 30 June 2014, the Company has obtained BOI Certificates for airport operations under the Investment Prom
Act B.E. 2520 (as amended). Tax privileges under BOI Certificates include:
such activity.
As of 30 June 2014, the Company has 1 BOI Certificate no. 1352(2)/2550 under which the corporate income tax
exemption is still valid for the extension to Samui Airport and the date of expiration of corporate income tax exemption is
2015.
Catering Operations
The Company has been granted a BOI Certificate number 2110(3)/2549 for catering business with respect to ready
meals or semi ready meals. Pursuant to this BOI Certificate, the corporate income tax exemption is from 16 December 200
until 15 December 2014.
such activity.
• Additional deductions of investments in installations or constructions of facilities for 25% of such investment
addition to the deduction of normal depreciation
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Number of Shareholders as of 27 October 2014
Number of Number of % of Paid-up
Shareholders Shares Capital
1. Strategic shareholders
1.1 Directors, manager, and executive management
including related persons and associated persons 30 1,530,995,700 72.9
1.2 Shareholders who have a holding of above 5%
- - -
including related persons
1.3 Controlling Shareholders - - -
2. Non-Strategic shareholders hold > 1 trading unit 14,273 569,004,300 27.1
3. Non-Strategic shareholders hold < 1 trading unit - - -
Total Shareholders 14,303 2,100,000,000 100.0
Top 10 Major Shareholders as 27 of October 2014

Post-IPO Pre-IPO
Shareholder list Number of % of Paid-up Number of % of Paid-up
Shares Capital Shares Capital
1. Prasarttong-Osoth Group
(1)
1.1) Miss Poramaporn Prasarttong-Osoth 473,709,920 22.6 473,709,920 30.0
(2)
1.2) Mr. Prasert Prasarttong-Osoth 383,021,100 18.2 383,021,100 24.2
1.3) Mr. Puttipong Prasarttong-Osoth 319,700,000 15.2 319,700,000 20.2

1.4) Miss Ariya Prasarttong-Osoth 155,040,000 7.4 155,040,000 9.8
1.5) Miss Somruthai Prasarttong-Osoth 77,542,900 3.7 77,542,900 4.9
1.6) Mrs. Vanli Prasarttong-Osoth 36,250,000 1.7 36,250,000 2.3
1.7) Police Major General Visanu Prasarttong-
300,000 0.0 300,000 0.0
Osoth
1.8) Mr. Prasopsuk Prasarttong-Osoth 78,200 0.0 - -
1.9) Mrs.Visunee Prasarttong-Osoth 40,000 0.0 - -
(3)
1.10) Sahakol Estate Company Limited 63,934,400 3.0 63,934,400 4.0
Total Prasarttong-Osoth Group 1,509,616,520 71.9 1,509,498,320 95.5
2. CREDIT SUISSE (SINGAPORE) LIMITED 67,000,000 3.2 - -
3. BTS GROUP HOLDINGS PUBLIC COMPANY
LIMITED 19,000,000 0.9 - -
4. BANGKOK DUSIT MEDICAL SERVICES PUBLIC
COMPANY LIMITED 17,905,600 0.9 17,905,600 1.1
5. Bualuang Long-Term Equity Funds 16,333,800 0.8 - -
6. Mr.Thavatvong Thanasumitra 9,434,000 0.4 9,400,000 0.6
7. Mr. Pradit Theekakul Group
7.1) Mr. Pradit Theekakul 8,320,000 0.4 8,320,000 0.5
7.2) Mr. Suthep Theekakul 3,000,000 0.1 3,000,000 0.2
Total Mr. Pradit Theekakul Group 11,320,000 0.5 11,320,000 0.7
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Post-IPO Pre-IPO
Shareholder list Number of % of Paid-up Number of % of Paid-up
Shares Capital Shares Capital
8. Mrs. Narumol Jainaknan Group
8.1) Mrs. Narumol Jainaknan 8,178,180 0.4 8,178,180 0.5
8.2) Duangporn Boonyong 50,000 0.0 - -
9. Mrs. Narumol Jainaknan 8,228,180 0.4 8,178,180 0.4
10. Ms. Noppamas Ladpli 8,090,200 0.4 25,000 0.0
11. Electricity Generating Authority of Thailand
7,223,600 0.3 - -
Provident Funds
Total 1,674,151,900 79.7 1,556,327,100 98.5
Notes:
(1) On the first day the Shares of the Company are traded on the SET, the Selling Shareholder will offer and sell not more than 165,000,000
Vendor Shares, or 7.9% of the total issued and paid-up Shares of the Company, to institutional investors in Thailand through Bualuang
Securities Public Company Limited in a private placement through a big lot board of the SET. The offering price of such Vendor Shares shall
be the same as the public offering price. In the event that all the Vendor Shares, the Selling Shareholder will hold 308,709,920 shares, or
14.7% of the total issued and paid-up Shares of the Company.
(2) Mr. Prasert Prasarttong-Osoth has pledged approximately 21.6% of the outstanding shares of the Company prior to the combined offering to a
financial institution.
(3) As at 30 June 2014, Sahakol Estate Company Limited has total registered capital of THB 200,000,000, paid-up capital of THB 57,500,000 with
the shareholders as follow:
registered capital paid-up capital

Shareholder list %
(THB) (THB)
1. Mrs. Vanli Prasarttong-Osoth 40,000,000 11,500,000 20.0
2. Ms. Poramaporn Prasarttong-Osoth 37,500,000 10,781,250 18.8
3. Mr. Puttipong Prasarttong-Osoth 37,500,000 10,781,250 18.8
4. Ms. Ariya Prasarttong-Osoth 37,500,000 10,781,250 18.8
5. Ms. Somruthai Prasarttong-Osoth 37,500,000 10,781,250 18.8

6. lt. Smith Prasarttong-Osoth 10,000,000 2,875,000 5.0
Total 200,000,000 57,500,000 100.0
Other Important information
Moreover, Ms. Poramaporn Prasarttong-Osoth, the Company’s current shareholder, will offer not more than
165,000,000 shares or 7.9% of total paid-up capital after the IPO on a private placement basis through the big lot board of
the SET on the first day on which the Company’s shares are listed on the SET at the same offer price as the Company’s
IPO. One of the investor is Bangkok Bank Public Company Limited, an institutional investor, which Ms. Poramaporn
Prasarttong-Osoth will offer 105,000,000 Shares, or 5% of the total issued and paid-up Shares of the Company. Bangkok
Bank PCL., however, has no contractual right to nominate any of its representatives to be a director or an executive of the
Company and the Vendor shares will not be subject to any lock-up restrictions. Thus, Bangkok Bank PCL. might sell its
shares immediately on the first day on which the Company’s shares are listed on the SET. Bangkok Bank Public Company
Limited is the major shareholder of 99.75 percent in Bualuang Securities Public Company Limited which is the financial
advisor and underwriter of the Company.
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Foreign shareholders as of 27 October 2014, the Company has 96 foreign shareholders holding 70,787,300
shares representing 3.4% of total paid up capital after the IPO
Notes: the Company has foreign shareholders limit under no.6 of the Articles of Associatio
that foreign shareholders cannot hold in total of more than 49% of total shares
Board of Directors
Name Position Starting Date
1. Air Chief Marshal Kaset Rochananil Chairman 9 June 1998
2. Mr. Prasert Prasarttong-Osoth Vice Chairman, Executive Director, Chief Executive Officer 28 May 2008
3. Mr. Puttipong Prasarttong-Osoth Director, Executive Director 28 May 2008
4. Police Major General Visanu Director 7 February 2013
Prasarttong-Osoth
5. Mr. Pradit Theekakul Director, Executive Director 18 January 2007
6. Mr. Sripop Sarasas Director, Independent Director, Chairman of the Audit Committee
7 February 2013
7. General Vichit Yathip Director, Independent Director, Member of the Audit Committee
7 February 2013
8. Mr. James Patrick Rooney Director, Independent Director, Member of the Audit Committee
7 February 2013
Audit Committee
Audit committee was appointed by the Board of Directors’ meeting on 13 March 2013.
Members of Audit Committee
Chairman of the Audit Committee Mr. Sripop Sarasas
Member of the Audit Committee General Vichit Yathip, Mr. James Patrick Rooney
Secretary to Audit Committee Mr. Kasem Akanesuwan
Scope of Authorities, Duties and Responsibilities

Policy and Compliance
1. Review and maintain compliance with the rules and regulations of the SET securities law and the law relating to the
business of the Company
Financial
1. Review that the Company’s reports and disclose the correct and credible financial report and to cooperate with the
external auditor and the management in preparing financial report which are in compliance with the prescribed
period by the SET, laws and other applicable government authorities.
2. Consider, select and nominate an independent auditor and to propose such auditor’s remuneration, as well as to
attend a non-management meeting with such auditor at least once a year.
3. Provide an independent and proper procedure for the employees to report evidence relating to unreasonable
financial details.
Internal Control, Internal Audit and Risk Management
1. Review the internal control and internal audit system and ensure that they are suitable and efficient and together
with the external auditor, to assess the internal audit unit’s independence.
2. Review evidence from internal investigations where there are suspicions that corruption has occurred or the
existence of unreasonable flaws in the internal control procedure and to report these to the Board of Directors.
3. Investigate the evidence where there is suspicion of violations of law or regulations of the SET, which materially
affect or may materially affect the financial condition and the business operation of the Company.
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4. Hire or procure a professional specialist to assist in the inspection and investigation, according to the Company’s
regulations, in cases where there are suspicions of transactions or acts which may materially affect the financial
condition and operating results.
5. Approve the appointment, transfer, dismissal and evaluation of the performance of the chief of internal audit, if the
Company establishes an internal audit unit. If the Company hires an internal audit company, the Audit Committee
shall approve the hiring and propose the remuneration.
6. Review organizational risk management and recommend an efficient and suitable risk management approach
relating to business operations.
7. Review risk management reports, track potential risks and report on the adequacy of the internal control system and
risk management to the Board of Directors.
Conflict of Interest Management
1. Review related party transactions, or any transactions that may lead to conflicts of interest, and ensure that they are
done in compliance with laws and the regulations of the SET and are reasonable and beneficial to the Company
Other
1. Prepare and disclose in the annual report, the audit committee’s report, which must include information mandated by
the SET regulations and related regulations.
2. Annually review the Audit Committee charter to ensure that it contains the minimum scope of operational
requirements for the Audit Committee as prescribed by the regulations of the SET and to also ensure that it includ
adequate support to the Audit Committee’s operation, such as the hiring of a professional specialist to opine on the
specific subjects which require specialized expertise. If the Audit Committee is of the opinion that the Audit
Committee charter needs to be amended to be in compliance with the rules and regulations, the Audit Committee
shall seek the approval of the Board of Director.
3. Perform any other act as assigned by the Board of Directors.
Term of Member of Audit Committee
1. Chairman of Audit Committee: 3 years
2. Member of Audit Committee: 3 years

Listing Conditions -None-
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Silent Period Shareholders, who own common shares before the Company’s public offering, holding
1,155,000,000 shares or 55% of paid-up capital after the initial public offering certify to
the Stock Exchange of Thailand that their shares will not be sold for the period of one
year from the first trading day. Upon the expiry of 6 months period of the prescribed
time, those shareholders will be allowed to sell 25% of the total amount of shares
prohibited for sale and the rest after one year.
The Stock Exchange of Thailand has considered granting relaxation on shares amounting
341,999,228 shares or 29.6% of total restricted shares because such shares have been
pledged with Siam Commercial Bank. There are risks of enforcement of the pledge. The
company certifies that if the restricted shares are redeemed within the silent period, the
company will deposit those shares with Thailand Securities Depository until the silent
period has expired.
Relaxation -None-
Others
Investment Policy
1. Businesses
The Company investment policy with respect to businesses is to invest in businesses which are related to the
Company’s core business and which are consistent with its business condition and strategy or increase its competitive abil
The Company focuses on the long-term investment in subsidiaries, associated companies and businesses with growth
potential and positive return on investment.
In making investments, the Company considers fundamental factors of the investment, including the trend of the
business, potential risks and measures to mitigate risks from such investment. The Company’s policy is to make an
investment of a sufficient size to allow us to participate in the management and to direct the business outlook of the entitie
in which the Company invest, as well as to support the businesses of the entities in which the Company invest to promote
sustainable growth. The Company assigns a number of directors to make investments as it’s deem appropriate, or in
accordance with the Company’s shareholding percentage, to control and/or monitor such businesses.
On 28 April 2014, BAC’s board of directors adopted a business investment policy which tracks the Company’s
policy described above.

2. Securities
The Company’s investment policy with respect to securities is to invest in securities listed on the SET 100 which
have positive fundamentals, including continuous growth rate. The Company also considers other business fundamentals,
including the trend of the business, potential risks and measures to mitigate risks from such investment. The Company
invests in such securities using its excess cash liquidity. The Company does not have a policy to invest in securities for
trading purposes.
On 24 July 2014, the Company’s board of directors adopted a policy to cap the total value of the Company’s
investments in securities. Under this policy, the Company’s total value of investments in securities may not exceed THB
1,000.0 million, excluding its investments in BGH and the Samui Property Fund, as of 30 June 2014. After 30 June 2014,
calculation of the THB 1,000.0 million capitals will include the Company’s investments in BGH and the Samui Property F
In addition, the policy requires the Company’s subsidiaries to discontinue any further investments in securities.
As of 31 December 2013 and 30 June 2014, the Company and its subsidiaries recorded investments as available-
for-sale securities in long-term investment in the amount of THB 14,264.8 million and THB 20,151.4 million, respectively
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which are divided into market capital in the amount of THB 2,870.0 million and THB 2,870.0 million, respectively, and
unrealized gain from revaluation in the amount of THB 11,394.8 million and THB 17,281.5 million (US$532.5 million),
respectively.
As of 31 December 2013 and 30 June 2014, BAC recorded investments as trading securities in current investment
in the amount of THB 41.0 million and THB 31.2 million, respectively. The decrease in the six months ended 30 June 201
was principally due to BAC’s revised investment policy relating to securities. On 28 April 2014, BAC’s board of directors
adopted a new investment policy which requires BAC and its subsidiaries to discontinue any further investments in securi
(including BGH and the Samui Property Fund) and to gradually dispose of currently held securities. On 30 June 2014, BA
began gradually disposing its currently held securities on the SET (not big lot method). Under this policy, BAC is to use it
excess cash flow to pay dividends to its shareholders.
As of 4 July 2014, which is the latest date of the close of share register book of BGH, the Company and its
subsidiary, Bangkok Airways Holding Company Limited, held 1,008,418,690 shares and 205,000,000 shares, respectively
the par value of THB 0.10, which represents 6.51% and 1.32% of the paid-up share capital of BGH, respectively. As of 4 J
2014, BAC did not hold any shares of BGH.
Authorization
1) The board of directors is authorized to approve any investment. The Company’s executive directors are authorized to
approve each investment not exceeding THB 500.0 million.
2) The executive directors are required to present to board of directors,
3) Any investments in securities of entities which are connected or related to the Company or its directors or management
and any director(s) related to such entities will not attend or vote.
STATISTICAL SUMMARY
Bangkok Airways Public Company Limited and its subsidiaries
Total Profit for the Earnings per Dividend per Book Value per Dividend
(1) (2) (2) (2)
Year/ Period Revenue year/period share share share Payout ratio
(THB million) (THB million)(THB per share)(THB per share)(THB per share) (%)
2011 14,098.3 281.7 0.2 0.65 3. 21 276.9
2012 17,672.3 1,771.3 1.5 1.53 6.22 104.7
2013 19,876.4 932.5 0.6 0.81 4.69 131.3
6 month
10,436.7 187.9 0.1 - 7.58 -
ended 30 June 2014

Notes:
(1) Revenue from main business includes Passenger revenue, Sales and service revenue, Freight revenue, and Passenger service charge.
(2) Calculate using number of ordinary shares of each year/period at par value of THB 1 which equals to 1,200.0 million shares, 1,209.5 million
shares, 1,511.2 million shares, and 1,580.0 million shares, respectively.
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Statement of Financial Position of Bangkok Airways Public Company Limited and its subsidiaries
Consolidated financial statement

As at 31 December As at 30 June
Statement of Financial Position 2011 (Restated) 2012 (Restated) 2013 2014
THB THB THB THB
% % % %
Assets
Current Assets
Cash and cash equivalents 1,359.0 5.0 3,665.7 11.5 2,552.9 8.4 1,419.6 4.2
Current investment 26.3 0.1 59.7 0.2 511.0 1.7 31.2 0.1
Trade and other receivables 1,255.5 4.6 2,991.9 9.3 1,679.2 5.5 1,139.4 3.3
Prepaid expenses 274.2 1.0 256.9 0.8 334.2 1.1 275.7 0.8
Short term loan to related parties 557.6 2.0 289.0 0.9 - - - -
Inventories 187.0 0.7 230.6 0.7 228.4 0.8 242.1 0.7
other current assets 295.3 1.1 350.0 1.1 408.8 1.3 237.0 0.7
Total current assets 3,954.9 14.4 7,843.9 24.5 5,714.5 18.8 3,345.1 9.8
Non-Current Assets
Restricted bank deposits 19.8 0.1 170.1 0.5 189.1 0.6 187.1 0.5
Investment in associates 1,953.8 7.1 1,957.4 6.1 1,925.7 6.3 1,983.1 5.8
Other long term investments 9,918.7 36.1 13,836.4 43.2 14,321.9 47.1 20,208.6 59.1
Long term loans related parties 212.1 0.8 200.0 0.6 56.2 0.2 34.5 0.1
Investment properties 1,010.4 3.7 317.7 1.0 312.3 1.0 309.6 0.9
Property, plant and equipment 7,148.1 26.0 6,379.4 19.9 6,338.8 20.9 6,385.6 18.7
Intangible assets 696.9 2.5 699.6 2.2 717.1 2.4 775.3 2.3
Leasehold rights 63.3 0.2 61.0 0.2 58.7 0.2 50.3 0.1
Deferred tax assets 104.5 0.4 52.4 0.2 23.5 0.1 23.3 0.1
Other non-current assets 2,368.4 8.6 490.3 1.5 735.1 2.4 875.7 2.6
Total non-current assets 23,496.0 85.6 24,164.3 75.5 24,678.5 81.2 30,833.2 90.2
Total Assets 27,450.9 100.0 32,008.1 100.0 30,393.1 100.0 34,178.2 100.0
Liabilities & Shareholders' Equity
Liabilities
Current Liabilities
Bank overdraft and short term loans 1,198.6 4.4 1,670.0 5.2 671.4 2.2 11.5 0.0
Trade and other payables 1,752.3 6.4 1,829.0 5.7 2,357.0 7.8 2,168.3 6.3
Current portion of long-term loans 788.9 2.9 896.2 2.8 986.1 3.2 786.1 2.3
Income tax payable 6.8 0.0 126.7 0.4 34.5 0.1 48.8 0.1
Current portion of liabilities arising from
238.8 0.9 340.4 1.1 423.8 1.4 473.5 1.4
financial lease of aircrafts
Current portion of finance lease
15.6 0.1 25.2 0.1 26.5 0.1 28.5 0.1
liabilities
Unearned income 1,427.1 5.2 1,740.7 5.4 2,035.9 6.7 1,661.4 4.9
Other
Total currentLiabilities
Current liabilities 920.8
6,348.9 3.4
23.1 869.1
7,497.3 2.7
23.4 1,058.8
7,594.1 3.5
25.0 790.5
5,968.6 2.3
17.5
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As at 31 December As at 30 June
Statement of Financial Position 2011 (Restated) 2012 (Restated) 2013 2014
THB THB THB THB
% % % %
Non-Current Liabilities
Long term loans - net of current portion 3,306.5 12.0 2,248.7 7.0 1,121.0 3.7 705.1 2.1
Liabilities arising from lease of aircrafts -
1,151.5 4.2 782.1 2.4 408.7 1.3 130.7 0.4
net of current portion
Financial lease payable - net of current
22.3 0.1 38.9 0.1 33.3 0.1 40.4 0.1
portion
Long term loans from related party - net
10,910.6 39.7 11,097.4 34.7 11,207.5 36.9 11,230.7 32.9
of current portion
Provision of long term employee
115.3 0.4 160.9 0.5 286.5 0.9 304.6 0.9
benefits
Deferred tax liabilities 1,540.8 5.6 2,404.5 7.5 2,486.1 8.2 3,627.9 10.6
Other noncurrent liabilities 65.5 0.2 58.8 0.2 64.3 0.2 64.3 0.2
Total Non-Current Liabilities 17,112.5 62.3 16,791.3 52.5 15,607.3 51.4 16,103.7 0.0
Total Liabilities 23,461.4 85.5 24,288.6 75.9 23,201.3 76.3 22,072.3 0.0
Shareholders' Equity
Registered Capital 1,200.0 4.4 1,250.0 3.9 2,100.0 6.9 2,100.0 6.1
Paid-up Capital 1,200.0 4.4 1,212.5 3.8 1,580.0 5.2 1,580.0 4.6
Premium on shares - - - - 270.0 0.9 270.0 0.8
Capital reserve for share based
- - - - 207.3 0.7 207.3 0.6
payment
Retained earnings
Appropriated - Statutory reserve 120.0 0.4 121.3 0.4 210.0 0.7 210.0 0.6
-
Unappropriated ( 3,679.5 ) (13.4) ( 2,565.3 ) (8.0) ( 4,148.0 ) (13.6) ( 3,960.1 )
11.6
Other components of shareholders'
6,216.9 22.6 8,753.4 27.3 8,961.0 29.5 13,670.3 40.0
equity
Equity attributable to owners of the
3,857.4 14.1 7,521.8 23.5 7,080.2 23.3 11,977.5 35.0
company
Non-controlling interest of the
132.1 0.5 197.7 0.6 111.5 0.4 128.4 0.4
subsidiaries
Total Shareholders' Equity 3,989.5 14.5 7,719.5 24.1 7,191.7 23.7 12,105.9 35.4
Total Liabilities & Shareholder's Equity 27,450.9 100.0 32,008.1 100.0 30,393.1 100.0 34,178.2 100.0
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Page 65
Statements of Comprehensive Income of Bangkok Airways Public Company Limited and its subsidiaries

For the years ended 31 December For the period ended 30 June
Statements of
2011 (Restated) 2012 (Restated) 2013 2013 (Restated) 2014
Comprehensive Income
THB THB THB THB THB
% % % % %
million million million million million
Revenue
Revenue from Passenger 11,409.0 73.5 14,598.6 74.8 16,484.3 79.6 8,112.2 79.1 8,677.6 79.0
Sales and services income 2,130.9 13.7 2,361.5 12.1 2,656.1 12.8 1,286.0 12.5 1,337.4 12.2
Revenue from Freight 190.2 1.2 265.3 1.4 250.4 1.2 104.0 1.0 152.6 1.4
Passenger service charge 368.8 2.4 447.0 2.3 485.5 2.3 251.8 2.5 269.1 2.5
Dividend income 91.6 0.6 135.3 0.7 219.6 1.1 219.3 2.1 243.8 2.2
Gain from sales of
325.3 2.1 818.9 4.2 41.6 0.2 41.9 0.4 3.4 0.0
investment
Gain on sales of investment
- - 226.8 1.2 3.0 0.0 3.0 0.0 - -
in subsidiaries
Reversal of allowance for
- - - - - - - - - -
loss from investments
Other income 1,007.3 6.5 666.5 3.4 580.8 2.8 238.4 2.3 296.4 2.7
Total Revenue 15,523.0 100.0 19,519.9 100.0 20,721.4 100.0 10,256.7 100.0 10,980.3 100.0
Expenses
Cost of sales and services 10,796.2 69.5 13,164.5 67.4 15,034.1 72.6 7,005.5 68.3 8,746.5 79.7
Selling expenses 957.9 6.2 1,089.5 5.6 1,425.2 6.9 700.4 6.8 714.4 6.5
Administrative expenses 1,160.2 7.5 1,431.9 7.3 1,690.0 8.2 815.3 7.9 669.8 6.1
Loss on sales from
369.3 2.4 - - - - - - - -
leasehold rights
Other expenses 61.4 0.4 34.4 0.2 70.6 0.3 35.9 0.3 6.4 0.1
Total Expenses 13,345.0 86.0 15,720.3 80.5 18,219.8 87.9 8,557.0 83.4 10,137.1 92.3
Profit before share of income
from investments in
2,178.0 14.0 3,799.6 19.5 2,501.6 12.1 1,699.6 16.6 843.1 7.7
associates & financial cost
and income tax expenses
Share of income from
256.9 1.7 359.0 1.8 394.0 1.9 192.1 1.9 208.2 1.9
investment in associates
Profit before income tax
2,435.0 15.7 4,158.5 21.3 2,895.5 14.0 1,891.7 18.4 1,051.3 9.6
expenses
Finance cost 1,846.3 11.9 1,867.8 9.6 1,765.6 8.5 880.5 8.6 825.2 7.5
Profit before income tax
588.7 3.8 2,290.8 11.7 1,129.9 5.5 1,011.2 9.9 226.1 2.1
expenses
Income tax expenses 298.1 1.9 458.4 2.3 139.9 0.7 129.3 1.3 21.3 0.2
Profit for the year/period 290.6 1.9 1,832.4 9.4 990.0 4.8 881.9 8.6 204.8 1.9
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Page 66

Statements of Comprehensive Income
2011 (Restated) 2012 (Restated) 2013 2013 (Restated) 2014
THB million THB million THB million THB million THB million
Other comprehensive income:
Exchange differences on translation of financial statements
0.6 ( 0.1 ) ( 0.2 ) ( 0.2 ) -
in foreign currency
Gain on changes in value of available-for-sale investments 3,799.6 3,169.4 450.5 5,244.0 1,820.7
Income tax effect ( 362.4 ) ( 633.9 ) ( 90.1 ) ( 1,048.8 ) ( 364.1 )
Other comprehensive income for the year/period 3,437.8 2,535.4 360.2 4,195.0 1,456.5
Total comprehensive income for the year/period 3,728.4 4,367.8 1,350.2 5,076.9 1,982.7
Profit attributable to:

Equity holder of the Company 281.7 1,771.3 932.5 841.0 513.8
Non-controlling interests of the subsidiaries 8.9 61.1 57.6 40.9 12.3
Profit for the period 290.6 1,832.4 990.0 881.9 526.2
Total comprehensive income attributable to:
Equity holder of the Company 3,719.5 4,306.7 1,292.7 5,036.0 1,970.4
Non-controlling interests of the subsidiaries 8.9 61.1 57.5 40.9 12.3
Total comprehensive income for the year/period 3,728.4 4,367.8 1,350.2 5,076.9 1,982.7
Earnings per share

Basic earnings per share
Profit attributable to equity holders of the Company 0.2 1.5 0.6 0.6 0.3
Number of ordinary shares (Thousand shares) of THB 1
1,200.0 1,209.5 1,511.2 1,441.2 1,580.0
each
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Page 67
Statements of Cash Flows of Bangkok Airways Public Company Limited and its subsidiaries
Statements of cash flows 2011 2012 2013
2013 2014
(Restated) (Restated) (Restated)
Cash flow from operating activities
Profit before tax 588.7 2,290.8 1,129.9 1,011.2 226.2
Adjustments to reconcile profit before tax to net cash provided
by (paid from) operating activities:
Depreciation and amortization 623.9 592.6 572.9 277.5 305.9
Allowance for doubtful accounts 12.9 192.3 50.2 23.2 ( 9.5 )
Reduction of inventory to net realisable value 0.4 23.3 1.1 0.2 0.7
Gain on sales of property, plant and equipment ( 0.8 ) ( 212.7 ) ( 2.4 ) ( 4.6 ) ( 0.5 )
Loss from disposal on investment properties - 113.0 - - -
Gain on sales of long term investments ( 320.7 ) ( 812.8 ) ( 36.6 ) ( 36.6 ) -
Gain on sales of short term investments ( 4.7 ) ( 6.1 ) ( 5.0 ) ( 5.3 ) ( 3.4 )
(Gain) Loss from revaluation of short-term investments 4.9 4.0 19.2 14.3 0.3
(Gain) Loss on sales of leasehold right 369.3 - - - ( 3.6 )
Written off fixed assets - - 72.2 19.4 11.8
Written off intangible assets 0.1 - - -
Share of profit from investment in associates ( 256.9 ) ( 359.0 ) ( 394.0 ) ( 192.1 ) ( 208.2 )
Provision for long term employee benefits 27.1 33.8 35.8 18.2 27.6
loss on changes in provision for long-term employee
- 16.4 110.9 - ( 4.5 )
benefits
(Gain) loss on sales of investment in subsidiaries - ( 226.8 ) ( 3.0 ) ( 3.0 ) -
Unrealised loss on exchange rate 158.5 47.3 126.5 53.2 35.4
Share-based payment transactions - - 207.3 207.3 -
Dividend income ( 91.6 ) ( 135.3 ) ( 219.6 ) ( 219.3 ) ( 243.8 )
Interest income ( 63.5 ) ( 69.3 ) ( 24.7 ) ( 10.9 ) ( 10.2 )
Interest expenses 1,846.3 1,867.8 1,765.6 880.5 825.2
Profit from operating activities before changes in
2,893.8 3,359.3 3,406.3 2,033.2 949.2
operating assets and liabilities
Operating Assets (increase) decrease
Trade and other receivables ( 80.2 ) ( 748.3 ) ( 32.5 ) 137.8 547.5
Loan to directors 514.6 284.3 96.7 92.6 -
Short term loans to related parties ( 34.4 ) 10.8 142.3 45.5 19.9
Inventories ( 50.2 ) ( 71.2 ) 1.1 22.1 ( 14.4 )
Share deposit - 1,898.5 - - -
Other current assets 44.0 ( 47.7 ) ( 131.9 ) ( 126.5 ) 205.7
Other assets 517.4 ( 42.4 ) ( 112.3 ) ( 30.0 ) ( 146.1 )
Operating Liabilities (increase) decrease
Trade and other payables ( 59.1 ) 105.8 294.3 11.1 ( 151.9 )
Other current liabilities 444.9 306.7 474.6 ( 400.4 ) ( 634.1 )
Liabilities under finance lease payable ( 189.9 ) ( 287.1 ) ( 315.2 ) ( 127.7 ) ( 297.8 )
Provision for long term employee benefits ( 0.1 ) ( 4.6 ) ( 21.2 ) ( 11.9 ) ( 5.0 )
Other non-current liabilities 19.6 3.3 5.5 3.2 0.0
Cash flow from (used in) operating activities 4,020.5 4,767.3 3,807.8 1,648.9 472.9
Cash paid for interest expenses ( 1,525.2 ) ( 1,669.3 ) ( 1,641.0 ) ( 836.3 ) ( 826.9 )
Cash paid for income tax expenses ( 28.9 ) ( 58.3 ) ( 267.9 ) ( 112.3 ) ( 25.2 )
Net cash flow from (used in) operating activities 2,466.4 3,039.7 1,898.9 700.3 (379.2)
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Page 68

Statements of cash flows 2011 2012 2013
2013 2014
(Restated) (Restated) (Restated)
Cash flow from investing activities
(increase) decrease in restricted bank deposits 19.8 ( 150.3 ) ( 19.0 ) ( 7.1 ) 2.0
Written off fixed assets - - ( 470.0 ) - 470.0
Acquisition of investment in associate ( 3.0 ) - -
Acquisition of short term investments ( 104.4 ) ( 176.3 ) ( 112.2 ) ( 107.8 ) -
Acquisition of long term investments ( 919.3 ) ( 946.9 ) ( 43.9 ) ( 43.9 ) -
Acquisition of property plant and equipment ( 686.8 ) ( 437.1 ) ( 529.0 ) ( 170.1 ) ( 289.7 )
Acquisition of intangible assets ( 3.7 ) ( 6.9 ) ( 123.1 ) ( 71.1 ) ( 89.7 )
Acquisition of leasehold right ( 18.0 ) - -
Acquisition of investment properties ( 362.1 ) ( 1.4 ) -
Interest income 59.0 26.2 217.2 204.2 12.6
Dividend income from investment in associates 225.6 355.4 425.6 144.9 150.8
Dividend income from long term investments 91.6 135.3 219.6 219.3 243.8
Proceeds from sales of leasehold right 44.1 - - - 10.9
Proceeds from sales of property plant and equipment 4.4 16.9 248.6 21.1 0.5
Proceeds from sales of investment properties - - 672.8
Cash received from sales of short term investments 77.9 145.0 116.7 103.2 10.4
Cash received from sales of long term investments 418.9 1,011.3 45.5 45.1 -
Cash paid for investment in subsidiaries - - ( 293.5 ) ( 293.5 ) -
Cash received from sales of investment in subsidiaries - 50.1 461.2 7.0
Decrease in cash and cash equivalent from sales of
- ( 43.6 ) ( 0.1 ) ( 0.1 )
subsidiaries
Net cash flow from (used in) investing activities ( 1,155.9 ) ( 22.1 ) 816.6 51.2 521.7
Cash flow from financing activities
Increase(decrease) in bank overdraft and short term
( 132.4 ) 492.1 ( 998.6 ) ( 1,670.0 ) ( 659.9 )
loans
Cash received from short term loans - 20.8 - - -
Cash received from long term loans 801.3 483.5 14.7 - -
Repayment of long term loans ( 432.6 ) ( 1,057.2 ) ( 1,052.3 ) ( 660.7 ) ( 615.9 )
Proceeds from increase in share capital - 12.5 637.5 637.5
Dividend paid ( 900.0 ) ( 654.8 ) ( 2,424.2 ) ( 1,650.0 ) -
Dividends paid for non-controlling interest of subsidiary - - ( 5.0 ) - -
Decrease in non-controlling interest from sale of
- ( 7.8 ) ( 0.2 ) - -
subsidiaries
Net cash flow used in financing activities ( 663.7 ) ( 710.9 ) ( 3,828.2 ) ( 3,343.1 ) ( 1,275.8 )
Increase / decrease in translation adjustments 0.6 ( 0.1 ) ( 0.2 ) ( 0.2 ) -
Net increase in cash and cash equivalent 647.3 2,306.6 ( 1,112.8 ) ( 2,591.9 ) ( 1,133.2 )
Cash and cash equivalents at beginning of the period 711.7 1,359.0 3,665.7 3,665.7 2,552.9
Cash and cash equivalents at ending of the period 1,359.0 3,665.7 2,552.9 1,073.7 1,419.6
Prepared by Bualuang Securities Public Company Limited
-68-

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5/18/2020 - Information Memorandum - Bangkok Airways Public Company Limited (the “Company” or “BA”) Head Office Location 99 Mu 14,

Secondary Market the Stock Exchange of Thailand (SET)

Objectives and plans

Objectives Amount Estimated time to use

5. To use as working capital for business operation 430 – 450 -

Green Shoe Option - none -

Type of Business and Nature of Operation

1. Product and Services

6.1 Key Financial and Operating Performance for Select Carriers

Key Financial and Operating Performance

6.2 Development of Low Cost Carriers

6.4 Airline Infrastructure

6.6 Potential Constraints to Asia Aviation Industry Growth

Summary of material agreements

1. Agreements Relating to the Company’s Airport-related Services

1.2 Ground Project Agreement

Related Party Transactions

Persons who may have a

• Bangkok Air Tour (1988) Company Limited has a director holding

Audit Committee’s Opinion

Persons who may have a 2013 Q2 of 2014

Auditing Committee’s Opinion

Auditing Committee’s Opinion

Persons who may have a 2013 Q2 of 2014

Auditing Committee’s Opinion

Audit Committee’s Opinion

Persons who may have a 2013 Q2 of 2014

booking in BSP system so th

Audit Committee’s Opinion

Audit Committee’s opinion

Persons who may have a 2013 Q2 of 2014

Audit Committee’s opinion

Audit Committee’s opinion

Persons who may have a 2013 Q2 of 2014

Audit Committee’s opinion

Audit Committee’s opinion

Persons who may have a 2013 Q2 of 2014

Audit Committee’s opinion

Audit Committee’s Opinion

Audit Committee’s opinion

Persons who may have a 2013 Q2 of 2014

Audit Committee’s opinion

tickets 39,059 15,943 arm’s-length basis at the mar

Audit Committee’s Opinion

Persons who may have a 2013 Q2 of 2014

Audit Committee’s Opinion

Audit Committee’s Opinion

Persons who may have a 2013 Q2 of 2014

Audit Committee’s Opinion

(2) Related-party transactions with BAH

(3) Related-party transactions with BFS Ground

Audit Committee’s Opinion

Aeronautical Radio of Trade account payable - - - BFS Ground leases communic

- The transaction is considered

(4) Related-party transactions with BAC

Audit Committee’s Opinion

Audit Committee’s Opinion

Persons who may have a 2013 Q2 of 2014

Audit Committee’s Opinion

Audit Committee’s Opinion

Status No. of Year 2013 Details Natures of Transac

Dissolved 61 50,058,268 These companies already liquidated / Audit Committee’s Opinion

Persons Deemed to Have 2013 Q2 of 2014