The 2nd adjustment to exercise price&ratio of ESOP Grant 1,2
01 April 2004
-Translation-
CP-AIS 031/2004
March 31, 2004
Subject: Notification of the second adjustment to exercise
price and exercise ratio of ESOP Warrants Grant I & II
To: President
The Stock Exchange of Thailand
According to the Board of Directors' Meeting of Advanced
Info Service Public Company Limited (the "Company")
No. 2/2004 held on February 19, 2004 passed a resolution
to approve the dividend payment for the second half of
2003 to shareholders at the rate of 2.10 Baht per share.
Upon the resolution, the Company has announced to distribute
the dividends in excess of 50% of the net profit after income
tax. This has affected on the second adjustment to exercise
price and exercise ratio of warrants to purchase the Company's
ordinary shares, which were offered to directors and employees
of the Company (ESOP) Grant I & II, as stated in Clause 2.6 (v)
of the Prospectus offering the ESOP Program of the Company.
The ESOP warrant holders shall not be decreased their rights.
The second adjustment to exercise price and exercise ratio of
ESOP Warrants Grant I & II were shown as follow;
ESOP Grant I Before 1st 2nd
adjustment adjustment adjustment
Exercise price 48 47.733 47.402
(Baht per share)
Exercise ratio 1 : 1 1 : 1.00559 1 : 1.01261
(warrant :
common shares)
Number of shares 14,000,000 14,078,260 8,338,134 *
to be allotted
(shares)
ESOP Grant II Before 1st 2nd
adjustment adjustment adjustment
Exercise price 43.38 43.139 42.840
(Baht per share)
Exercise ratio 1 : 1 1 : 1.00559 1 : 1.01261
(warrant :
common shares)
Number of shares 8,467,200 8,514,531 8,573,971
to be allotted
(shares)
Number of additional shares to Total 125,591 Total 105,743
be allotted after adjustment of
exercise price and exercise
ratio of ESOP Grant I & II
(shares)
* calculated from the remaining of unexercised warrants
The new exercise price and new exercise ratio shall be effective
immediately on the first day of XD sign posting or on March 31,
2004 onwards. As a result, provided that, the Company currently
has sufficiently reserved shares for the exercise of ESOP warrants.
The Company, therefore, will allot the additional shares to reserve
for the new exercise ratio of ESOP Grant I & II in the next
shareholders' meeting.
Please be informed accordingly.
Yours sincerely,
-Signed-
Mr. Pong-Amorn Nimpoonsawat
Chief Financial Officer
Advanced Info Service Public Company Limited