BOD'S RESOLUTIONS ON ADDITIONAL INVESTMENT &ISSUANCE OF BOND
04 February 2002
-Translation-
AIS 029/2002
February 1, 2002
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
("Company") held on February 1, 2002, at 10.30 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 Directors' Meeting No. 8/2001 held on
November 13, 2001.
2. Approved the budget for additional capital expenditure and to enter into
procurement contracts with suppliers for GSM network phase 10A in the
amount of USD 125.42 million or approximately Baht 5,700 million, to
enhance the quality and service coverage area to support the rapid
growth of the Company's subscribers.
The Company's Executive Committee is authorized to approve or assign
designated officer to negotiate and enter into the procurement contracts
with selected supplier.
3. Ratified the investment in C-Care Project, a five-year project, in the
total amount of USD 47.91 million or Baht 2,204 million equivalent. The
project is to enhance the collection efficiency, develop the information
system in all distribution channels and internal process, which will
strengthen the customer service efficiency.
4. Approved the cancellation of the unissued unsecured bond amounting to Baht
3,000 million, a part of unsecured bond of Baht 15,000 million approved by
the Extraordinary Shareholders' Meeting No. 1/2001, held on January 22,
2001, since the terms and conditions of such secured bond do not match with
the current market situation. The cancellation of the unissued unsecured
bond will be proposed to the Shareholders' Meeting for approval.
5. Approved the issuance and offering of unsecured bond not exceeding the
amount of Baht 20,000 million or the equivalent amount in other currencies
on the following terms and conditions.
- Size
Amount not exceeding Baht 20,000 million or the equivalent amount 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 case of the bond being approved be redeemed, the Company may issue
and offer bonds for replacement under the equivalent terms and conditions
given here above.
Other additional conditions of the bond issuance e.g. size, face value,
offered price, interest rate, interest payment, 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, shall be considered by
the Board of Directors and/or Executive Committee and/or person(s)
designated by the Board of Directors as deemed appropriate.
6. Approved the authority of the Executive committee on financial and banking
transaction regarding deposit, borrowing and entering into hedging
instrument on foreign exchange and interest rate as follows:
6.1 Increase the authority to deposit, rollover and redeem before maturity
fixed deposit account, promissory note and other depository instrument
from Baht800 million to Baht 2,500 million.
6.2 Increase the authority for borrowing from banks and financial
institutions loan borrowing, extension of tenor of existing banks and
financial institutions, borrowing and extension of loans from
associated companies, borrowing and extending the term of Trust Receipt
(TR) facility, from Baht800 million to Baht 2,500 million.
6.3 Increase the Executive Committee's authority in managing the Company's
financial risk by entering into foreign exchange and interest rate
hedging instrument from Baht 800 million to Baht 2,500 million.
The Executive Committee is authorized to assign the authority
limitation to the Company's management in the amount not exceed that
be approved by the Company's Board of Director.
7. Approved to appoint Mr. Lum Hon Fye as a representative director of
Singapore Telecommunications Limited, to replace Mr. Allen Lew Yong Keong
who has resigned.
8. Approved to provide Bah 3,400 million for impairment in the carrying value
of the cost of NMT mobile phone networks in the fourth quarter 2001.
As the management considers that digital GSM technology becomes more
attractive and most of new subscribers are using GSM service, the Company's
marketing activities and network expansion, therefore, concentrate on
the GSM service business. As a result, the NMT subscriber continues to
decrease. According to the management's estimated net operating cash flows
from the NMT mobile phone service business, its net present value is lower
than the carrying value of the cost of NMT network. Therefore, impairment
in the carrying value of the cost of NMT mobile phone networks of
approximately Baht 3,400 million will be provided in the fourth quarter
of 2001 as per the Thai Accounting Standard No. 36 Impairment of Assets.
Such impairment will be recorded as an expense and a reduction in the
carrying value of the cost of NMT network. However, this impairment
provided will not affect the Company's cash position.
Total impairment in the carrying value of the cost of NMT mobile phone
networks made in FY2001, including Baht 570 million provided in the third
quarter 2001, would be approximately Baht 3,970 million. The Company view
that there should be no further impairment in the carrying value of
the cost of NMT mobile phone networks in the future.
9. Approve to convene the Extraordinary General Meeting of Shareholders No.
1/2002 on March 8, 2002 at 10.00 a.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 February 18, 2002 at 12.00 p.m. until the meeting is
adjourned. The agenda will be as follows:
Agenda No. 1 Matters to be informed;
Agenda No. 2 To approve the minutes of the Extraordinary General
Meeting of Shareholders No. 4/2001 held on December 19,
2001;
Agenda No. 3 To consider cancellation of the issuance and offering of
unsecured bond amounting to Baht 3,000 million, remaining
from Baht 15,000 million that has been approved by the
Extraordinary Meeting of Shareholders No. 1/2001 dated
January 22, 2001;
Agenda No. 4 To consider and approve the issuance and offering of
unsecured bond worth not exceeding Baht 20,000 million or
an equivalent in other currencies; and
Agenda No. 5 To consider any other business (if any).
Please be informed accordingly.
Yours Faithfully,
-Signed-
(Mr. Somprasong Boonyachai)
Director
Advanced Info Service Public Company Limited
Compliance Department
Tel. 0-2299-5206, 5221