EGM RESOLUTION REGARDING CAPITAL INCRESSE
11 February 1999
Translation
Re : ADVANC's EGM Resolution regarding capital increase and amendment to the
Company's Articles of Association.
The Advance Info Service Public Company Limited (ADVANC) shareholder meeting
No. 1/1999 held on February 10, 1999, at 10.00 a.m. on Auditorium Room 19
Floor,Shinawatra Tower 1, 414 Phaholyothin Rd., Samsennai, Phayathai, Bangkok
10400 Thailand which the shareholder's resolution can be concluded as follow:
1. Matters to be informed
1.1 Singapore Telecom International Group is to acquire the
ordinary shares of ADVANC in the amount of not excess
20 percent of issued shares.
1.2 According to the condition of the Shares Purchase
Agreement with Singapore Telecom International, the
Company must purchase the ordinary shares of
Shinawatra Paging Co., Ltd. from Thai Page Pte.
Ltd., the affiliate of STI Group which is 40%
shareholding at the price of approximatly Baht
67.83 per share being the total amount of Baht
949,600,000 thus making the Company owns
100% of shares of Shinawatra Paging Co., Ltd.
2. Certify for the Minutes of the Extraordinary General Meeting of
Shareholders No.1/1998 date December 18,1998
3. Approval for the increase of paid up capital from Baht 2,340
Million to Baht 2,700 Million by allocating newly issued
shares the amount of 36 Million shares and offering to Singapore
Telecom International Private Limited at the price of 230 Baht
per share.
4. Approval for amendment to Article 11 of the Company's Articles
of Association regarding foreign shareholders limitation as
follows :
"Except as otherwise provided in these Articles of Association,
the Company's shares are freely transferable without
restriction provided however that non-Thais are entitled to
hold not more than 40 percent of the total issued shares of
the Company.
Singapore Telecom International Private Limited and/or
SingTel Strategic Investments Private Limited which are
non-Thais may acquire shares in the Company in excess of the
limit prescribed in the first paragraph if the aggregate
number of shares held by non-Thais under the first and second
paragraphs of this Article is less than 42.31 percent of the
total issued shares of the Company.
Non-Thais may acquire new shares which are in excess of the
limits prescribed in the first and second paragraphs of this
Article by subscription of new shares issued and offered by
the Company in their entirely to specific and/or institution
investors pursuant to the so-called private placement
notification of the Securities and Exchange Commission (as
amended from time to time) (including shares dividend or new
shares issued to the shareholders of the new shares acquired
under this third paragraph). However,the aggregate number
of shares held by non-Thais in such case and in the case of
holding shares by non-Thais under the first ,second and third
paragraphs must be less than one half of the total issued
shares of the Company. This limit of less than one half of
the total issued shares of the Company shall also apply to
all subsequent transfers.
Best Regards,
(-Singed-)
Somprasong Bunyachai
Director
Advance Info Service Public Company Limited.