BOD'S RESOLUTIONS ON ADDITIONAL INVESTMENT &ISSUANCE OF BOND
27 September 2001
-Translation-
AIS 0540/2544
September 26, 2001
Subject : Notification of the Resolutions of the Board of Directors' Meeting
on the Additional Investments and Issuance of Bond
To : President
Stock Exchange of Thailand
The Board of Directors' Meeting of Advanced Info Service Public Company
Limited ("ADVANC" or "Company") held on September 26, 2001, at 11.00 a.m.
at the Board Room 20th Floor, Shinawatra Tower I, Phaholyothin Rd., Samsennai
Phayathai, Bangkok 10400, resolved the matters as follows:
1. Certified the Minutes of the Board of Director's Meeting No. 5/2001 held
on August 14, 2001.
2. Approve the additional capital expenditure investment budget and to enter
into purchase and installation contracts with supplier for GSM phase 9
network expansion amounting to USD 257.92 million. Such network expansion
is to enhance the service coverage and quality to support the rapid growth
of the Company's prepaid and postpaid customers.
3. Approve the purchase of DPC's capital increase common shares in an amount
of not exceeding Baht 3,000 million for DPC's GSM1800 network expansion
to enhance efficiency of its service.
4. Approve the issuance and offering for sale to investors of unsecured bond
worth not exceeding Baht 15,000 million and/or equivalent in other
currencies. The issuance of offering will be subject to the following terms
and conditions.
- Size of bond issued
In an amount not exceeding Baht 15,000 million and/or equivalent in other
currencies
- Type of bond
Unsecured bond
- Maturity
Not exceeding 10 years from the issuing date
- Offering
To be offered domestically and/or internationally to the public and/or
institutional investors in whole or in part, which could be single or
multiple offerings
- Special conditions
In the case of bond redemption within the amount already approved,
ADVANC can replace with additional bonds of the same nature and under
the conditions and size given here above.
Additional restrictions and conditions of the bonds, such as, the size of
bond issuance, the face value, offered price per unit, interest rate,
principal repayment, appointment of bondholders' representatives,
allocation method, offering details, early redemption, an account to be
established for the proceeds received from the sale of bonds, and listing
of such unsecured bonds in one or more of the securities exchange markets,
and etc., shall be considered and decided by the Board of Directors and/or
Executive Committee and/or person(s) designated by the Board of Directors
as deemed appropriate.
5. Approve the borrowings from financial institutions worth not exceeding
Baht 15,000 million and/or equivalent in other currencies.
Additional restrictions and conditions of the borrowing, such as, currencies,
term of loan, interest rate, appointment of representative banks or financial
institutions, selection of lending banks or financial institutions, and etc.,
shall be considered and decided by the Board of Directors and/or Executive
Committee and/or person(s) designated by the Board of Directors as deemed
appropriate.
6. Approve the amendment to Article 11 of the Company's Articles of Association
after the completion of capital increase registration from the allotment of
shares via private placement to Shin Corporation Public Company Limited
and SingTel Strategic Investments Private Limited, as follows:
From:
"Article 11 The Company's share 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."
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 shall not exceed 48.30% of all issued shares of the Company."
7. Approve to convene the Extraordinary General Meeting of Shareholders
No. 3/2001 on October 29, 2001 at 2.00 p.m. at the Auditorium, 19th Floor,
Shinawatra Tower 1, No.414, Phaholyothin Road, Samsennai, Phayathai,
Bangkok 10400. The closing date of the Company's share register book in
order to determine the right of shareholders to attend and vote in the
meeting will be on October 12, 2001 at 12.00 a.m. until the meeting is
adjourned. The agenda are as follows:
Agenda No. 1 Matters to be informed;
Agenda No. 2 To certify the minutes of the Extraordinary General
Meeting of Shareholders No. 2/2001 held on August 20, 2001;
Agenda No. 3 To consider and approve the issuance and offering for
sale to investors of unsecured bond worth not exceeding
Baht 15,000 million and/or equivalent in other currencies;
Agenda No. 4 To consider and approve the amendment to Article 11 of the
Company's Articles of Association involving the shares
held by non-Thai nationals
Agenda No. 5 To consider any other business (if any)
Yours Faithfully,
-Signed-
(Mr. Somprasong Boonyachai)
Director
Advanced Info Service Public Company Limited