REPORT ON THE BOARD OF DIRECTORS MEETING NO. 1/1999
07 January 1999
Re : Report on the Board of Directors Meeting No. 1/1999
Advanced Info Service Plc. would like to report on the resolutions made at
the Board of Directors Meeting No. 1/1999 held on January 6, 1999 at
Auditorium room, 19th floor Shinawatra Tower at 10.00 a.m. The details of
the resolutions are as follows :
1. To certify the minutes made at the Board of Directors Meeting No. 4/1997.
Due to Singapore Telecom International Private Limited (STI) expressed
its interest to be a strategic partner by proposing to acquire up to 20 per
cent of the total paid-up shares of the Company. The acquisition will
comprise as follows :
- an aggregate number of up to 18 million existing shares from
Shinawatra Computer and Communications Plc.
- an aggregate number of 36 million new shares to be issued.
2. To approve for issue and offer to STI for aggregate number of 36 million
new ordinary shares at Baht 230 per share, totaling to Baht 8,280 million.
After issue and offer the new ordinary shares, the Company will have the
registered capital of Baht 5,000 million which comprised of paid-up capital
Baht 2,700 million and the remaining unallocated registered shares in the
amount of Baht 2,300 million.
3. To approve the amendment of Article 11 of the Articles of Association of
the Company by changing the percentage holding of the foreign limit from
holding not more than 40 per cent of the total issued ordinary shares of
the Company to holding not more than half of the total issued shares of the
Company in order to support for the acquisition from STI.
4. To approve for the acquisition of approximately 14 million shares in
Shinawatra Paging Co., Ltd. at Baht 67.83 per share, totaling Baht
949,600,000 from Thai Page Pte. Ltd.
5. To change the Board of Directors by appointing a new director,
Mrs. Siripen Sitasuwan, replaces Mr. Niyom Purakam whom retired, and
change the authorized directors from :
"Any two of these four directors Mr. Niyom Purakum, Mr. Boonklee
Plangsiri, Mr. Somprasong Boonyachai, Mrs. Suwimol Kaewkoon set their
signatures with the Company's seal affixed
To
"Any two of these four directors Mr. Paiboon Limpaphayom, Mr. Boonklee
Plangsiri, Mr. Somprasong Boonyachai, Mrs. Siripen Sitasuwan set their
signatures with the Company's seal affixed
6. To appoint the new executive committee as follows :
- Mr. Somprasong Boonyachai Chairman of the Board
- Mr. Boonklee Plangsiri Director
- Mr. Arak Chonlatanont Director
- Mrs. Siripen Sitasuwan Director
- Mr. Walan Norasetpakdi Director
7. A resolution to call an extraordinary shareholders meeting No. 1/1999 on
February 10, 1999 at 1.30 p.m. on the 19th floor Shinawatra Tower 1, 414
Phaholyothin Road, Samsen Nai, Phaa Thai, Bangkok 10400 with meeting agenda
as follows :
Agendum 1 Things to be informed
Agendum 2 Approve the minutes of the general shareholders meeting
as of 1997 on April 29, 1997
Agendum 3 Approval to issue & offer new ordinary shares and
change the paid-up capital from Baht 2,340 million to
Baht 2,700 million.
Agendum 4 Approval to amend Article 11 of the Articles of
Association of the Company.
Agendum 5 Others (if any)
8. Set the share register book closing date for the right to attend the
extraordinary shareholders meeting on January 21, 1999 at 12.00 p.m. until
the meeting is adjourned.