SHAREHOLDERS MEETING (AMENDMENT OF ARTICLES OF ASSOCIATION)
08 October 2002
Translation
AIS390/2002
October 7, 2002
Re : Notification of the resolution of the Extraordinary General Meeting
of Shareholders No. 2/2002 in respect of the amendment of the
Articles of Association of the Company
To : The President
The Stock Exchange of Thailand
The Extraordinary General Meeting of Shareholders of Advanced Info Service Plc.
(the Company) No.2/2002, held on October 7, 2002, at 10.00 a.m. at the Auditorium
Room, 19th Floor, Shinawatra Tower 1, Phaholyothin Rd., Samsennai, Phayathai,
Bangkok 10400, resolved the matters as follows:
1. Approved the Minutes of the Annual Ordinary General Meeting of Shareholders
held on April 29, 2002.
2. Approved the amendment to Article 10 of the Company's Articles of Association
in order to be in line with the Public Company Act. As follows:
From the existing statement that read:
Article 10. The Company shall not own its shares or take them in pledge.
To the new statement that read:
Article 10. The Company shall not own its shares or take them in pledge except the
following cases:
(1) The Company may repurchase stocks from shareholders who voted against
the resolution of the Shareholders' Meeting approving on the amendments of
the Articles of Association regarding the right of voting and dividends on
which the shareholders seem it unfairness.
(2) The Company may repurchase stocks for the purpose of financial management
in case that the Company has retained earnings and excess liquidation and
such stocks repurchasing shall not cause the Company facing financial problems.
Provided such shares owned by the Company shall not be constituted a quorum of
the Shareholders' Meetings included they shall neither be entitled for voting
right nor dividends payment.
The Company shall dispose those repurchased shares of the aforesaid paragraph
within the period of time designated by the Company according to Treasury Stock
Project. In the event that those repurchased shares being unable to dispose
within the designed period of time, the Company shall proceed to decrease the
Company's paid up capital by cutting off the registered shares the part of
which undisposable.
The repurchasing, disposing and cutting off the registered shares shall be in
compliance with the rules and conditions designated by the Ministerial Regulations.
The repurchasing of the said shares shall be approved by the Shareholders' Meeting
unless the total amount of those repurchased shares not exceeding 10 per cent of
the paid up capital, the Company's Board of Directors shall be authorized to approve
such repurchasing.
Please be informed accordingly,
Sincerely yours,
-Signed-
Mr. Somprasong Boonyachai
Director
Advanced Info Service Public Company Limited
Compliance Department
Tel. 0-22995221, 0-22995226