BOD'S RESOLUTIONS REGARDING CHANGE OF THE ARTICLES OF ASSOCI
06 September 2002
-Translation-
AIS 344/2002
September 5, 2002
Subject : Notification of the Resolutions of the Board of Directors' Meeting
No. 7/2002 in respect of change of the Articles of Association of
the Company
To: The President
The Stock Exchange of Thailand
The Board of Directors' Meeting of Advanced Info Service Public Company
Limited ("the Company") No. 7/2002, held on September 5, 2002, at 10.00 a.m.
at the Board Room, 20th Floor, Shinawatra Tower I, Phaholyothin Rd.,
Samsennai, Phayathai, Bangkok 10400, resolved the matters as follows:
1. Adopted the Minutes of the Board of Directors' Meeting No. 6/2002 held on
August 9, 2002.
2. Approved the change of Article 10 of the Company's Articles of Association
in order to be in line with the Public Company Act. as follows:
From :
Article 10. The Company shall not own its shares or accept these shares
as pledge.
To :
Article 10. The Company shall not own its shares or accept these shares as
pledge except for the following circumstances:
(1) The Company may repurchase its own shares from shareholders who vote
against a shareholders' resolution approving amendments to the Articles
of Association concerning voting rights and dividend entitlement since
they consider that they are unfairly treated.
(2) The Company may repurchase its own shares for the purpose of financial
management of the company when the company has accumulated retained
earnings and surplus liquidity and the share repurchase program will
not lead the Company into financial difficulties.
Provided that the shares repurchase by the Company shall not be counted to
form a quorum of the shareholders' meetings and shall not eligible for
voting and dividend entitlements.
The Company shall dispose the repurchased shares within a period of time
specified in the Company's share repurchase program. If the Company fails
to dispose the shares repurchased shares within the specified time,
the Company shall reduce its paid-up capital by way of registered share
cutting for the unsold portion.
The repurchased shares, the disposition of shares, and the registered share
cutting shall be in accordance with the principles and procedures specified
in the ministerial regulations.
In the event that the Company wishes to repurchase its own shares, approval
from shareholders with a majority vote of shareholders who present at the
meeting and have voting right must be obtained. If the number of shares to
be repurchased are less than 10 percent of the paid-up capital, the Board
of Directors may consider and approve such share repurchase.
3. Approved to convene the schedule of the Extraordinary General Meeting of
Shareholders No. 2/2002 to be held on October 7, 2002 at 10.00 p.m. at
Auditorium Room, 19th Fl. Shinawatra Tower 1, 414 Phaholyothin Road,
Samsennai, Phayayhai, Bangkok 10400. The closing date of register book
to determine the right to attend the meeting shall be on September 20,
2002 at 12.00 p.m. until the meeting adjourned. The meeting agendas are
as follows:
Agenda 1 Notification
Agenda 2 Consider approving report of the Annual General Meeting for the
year 2002 held on April 29, 2002
Agenda 3 Consider approving the amendment of Clause 10 of Articles of
Association of the Company
Agenda 4 Others (if any)
Please be informed accordingly,
Sincerely yours,
-Signed-
Mr. Somprasong Boonyahcai
Director
Advanced Info Service Public Company Limited
Compliance Department
Tel. 0-2299-5206, 5221
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