ACQUITISION OF ASSETS, SHARE ALLOTMENT & CHANGE IN PAR VALUE
21 August 2001
Translation
AIS 0480/2001
August 20, 2001
Re: Notification of the Resolutions of the Extraordinary General Meeting
of Shareholders No. 2/2001 on Acquisition of Major Assets, Allotment
of Unissued Shares and Alteration of Par Value
To: The President
The Stock Exchange of Thailand
The Extraordinary General Meeting of Shareholders of Advanced Info Service
Public Company Limited ("the Company") No. 2/2001, held on August 20, 2001,
at 1.30 p.m., at the Auditorium Room, 19th floor, Shinawatra Tower 1, 414
Phaholyothin Road, Samsen Nai, Phayathai, Bangkok 10400, passed the following
resolutions:
1. Certified the Minutes of the Annual General Meeting of Shareholders for
the year 2001, held on April 27, 2001.
2. Approved the Company to purchase 69,993 shares or 69.99% in Shin Digital
Company Limited ("SDT") from Shin Corporation Public Company Limited
("SHIN") and 30,000 shares or 30% from SingTel Strategic Investments
Pte Ltd. ("SingTel"), totaling 99,993 shares or 99.99%, at Baht 5,400 per
share or within total consideration of Baht 540 million. As a condition
of this transaction, the Company must provide SDT with financial support
for repayment of loan owed to SHIN and SingTel within the amount limit
of Baht 17,361 million or its equivalent in any other currencies.
3. Approved the Company to allot 23.5 million unissued shares via private
placement to SHIN in the number of 17 million shares, at par value of
Baht 10 (ten) each, at the offering price of Baht 413 per share (the
main board average closing price for 90 trading days backdated from
July 12, 2001, the day before the Board of Directors' meeting), being
a total of Baht 7,021 million, and to SingTel in the number of 6.5 million
shares, at par value of Baht 10 (ten) each, at the offering price of Baht
462 per share (the foreign board average closing price for 90 trading days
backdated from July 12, 2001, the day before the Board of Directors'
meeting), being a total of Baht 3,003 million. The Company will provide
all the proceeds of Baht 10,024 received from such shares allotment as
financial support to SDT to partially repay debts owed to SHIN and SingTel.
The period, method, and offering conditions will be determined by the
Executive Committee and/or a person (persons) designated by the Board of
Directors as deemed appropriate.
4. Approved the Company to grant a loan to SDT within the amount limit of
USD161.3 million or its equivalent in any other currencies, as financial
support for SDT to repay the remaining debts owed to SHIN and SingTel.
5. Approved the amendment to Article 11 of the Company's Articles of
Association, as follows:
From:
"Article 11 The Company's shares are transferable without restrictions,
except that the aggregate number of shares held at any time by non-Thai
nationals shall not reach half of all issued shares of the Company."
To:
"Article 11 The Company's shares are transferable without restrictions,
except that the aggregate number of shares held at any time by non-Thai
nationals, after the registration of shares issued via private placement
to Shin Corporation Public Company Limited and SingTel Strategic
Investments Private Limited, shall not exceed 48.30% of all issued shares
of the Company."
6. Approved the addition to the Company's Articles of Association by
inserting Article 45 into Chapter 7 (Supplemental Part), as follows:
"Article 45 The Company shall comply with the laws in relation to
securities and stock exchange. If the securities of the Company are
listed on the Stock Exchange of Thailand, the Company shall comply with
the rules and regulations, notifications, orders or requirements of the
Stock Exchange of Thailand including the requirements in relation to the
disclosure of information, entering into connected transactions and the
acquisition and disposal of major assets of the Company or subsidiaries."
7. Approved the alteration of par value per share of the Company's ordinary
shares from ten Baht (10) each to one Baht (1) each.
8. Approved the amendment to Clause 4 of the Company's Memorandum of
As sociation in relation to par value per share, as follows:
From:
"Clause 4
Registered Capital Baht 5,000,000,000 (five billion)
Divided into 500,000,000 shares (five hundred million)
Par Value at Baht 10 (ten) each
Ordinary Shares 500,000,000 shares (five hundred million)
Preferred Shares -0- share (nil)"
To:
"Clause 4
Registered Capital Baht 5,000,000,000 (five billion)
Divided into 5,000,000,000 shares (five billion)
Par Value at Baht 1 (one) each
Ordinary Shares 5,000,000,000 shares (five billion)
Preferred Shares -0- share (nil)"
9. Approved the amendment to Article 4 of the Company's Articles of
Association in relation to par value per share, as follows:
From:
"Article 4 The Company's shares are solely ordinary shares entered
on the name of the bearer, par value of ten Baht (10) per share."
To:
"Article 4 The Company's shares are solely ordinary shares entered on
the name of the bearer, par value of one Baht (1) per share."
Please be informed accordingly.
Yours faithfully,
-signed-
(Mr. Somprasong Boonyachai)
Director
Advanced Info Service Public Company Limited.
Compliance Unit
Tel : 02-2995221, 02-2995206