Capital Increase Report
18 February 2005
Attachment 2
(Translation)
Capital Increase Report Form
Advanced Info Service Public Company Limited
February 17, 2005
We, Advanced Info Service Public Company Limited (the "Company"),
hereby report on the resolution of the Board of Directors No. 2/2005,
held on February 17, 2005 in respect of a share allotment as follows:
1.Capital increase
The Board of Directors has approved the allotment of 10,414,800
unissued ordinary shares, at the par value of Baht 1 each,
totaling Baht 10,414,800, to reserve for the exercise of warrants
to be issued to the Company's directors and employees under ESOP
Grant I, II, III and IV.
2.Allotment of new shares
The Board of Directors has resolved to allocate 10,414,800
unissued ordinary shares, at the par value of 1 Baht each,
totaling 10,414,800 Baht, to reserve for the exercise of
warrants to be issued to the Company's directors and employees
under ESOP Grant I, II, III and IV. The allotment will be
proposed to the shareholders for consideration and approval,
details as follows:
2.1 The details of the allotment
Allotted to Number Ratio Exercise price Subscription Note
(shares) (old:new) per share and payment
(Baht) period
Existing Shareholders - - - - -
General public - - - - -
Other persons (specify) - - - - -
To reserve for the exercise of the warrant issued to directors
and employees (ESOP Grant I, II and III), due to the adjustment
as stated in the Prospectus, approximately totaling 620,000 shares
divided by
Grant I 220,000 1.01751 47.147 - -
Grant II 250,000 1.01751 42.634 - -
Grant III 150,000 1.00484 91.348 - -
To reserve 9,794,800 1:1 Exercise price - -
for the exercise is the weighted
of the warrant average closing
issued to price of the
directors and Company's shares traded
employees on the Stock Exchange
(ESOP Grant IV) of Thailand during
the period of 30 days
prior to the day of
Shareholders' Meeting.
Note The details of the ESOP Grant 4 are shown in Attachment 1.
The Executive Committee or the person (s) designated by the Board
of Directors are authorized to determine other related details and
conditions as well as taking necessary and appropriated actions
in connection with the issuance of the warrants, including seeking
approvals from the competent authorized authorities.
2.2 The Company's plan in case there is a fraction of shares
remaining
-None-
2.3 The remaining unallocated shares
The remaining unissued shares are 2,022,992,909 shares with
par value of 1 Baht each, totaling 2,022,992,909 Baht.
3. Schedule for Shareholders Meeting to approve the capital
increase/ allotment
The 2005 Annual General Meeting of Shareholders will be held
on March 30, 2005, at 14.00 a.m. at the Auditorium Room, 9th Floor,
Shinnawatra Tower 3, Viphavadee Rangsit Road, Jatujak, Bangkok.
The Company will close the share register book from March 10, 2005
at 12.00 noon in order to determine the rights of shareholders
to attend and vote, until adjournment of the meeting.
4. Approval of the capital increase/ share allotment by relevant
governmental agency and conditions thereto (if any)
The Company will register the increase of paid-up capital at
the Ministry of Commerce when the warrants are exercised to
ordinary shares and seek approvals from the Stock Exchange
of Thailand to list such newly issued ordinary shares as listed
securities and trading in the Stock Exchange of Thailand.
5. Objectives of the capital increase and plans for utilizing
proceeds received from the capital increase
The Company will use the proceeds from exercise of warrants as
its working capital.
6. Benefit to the Company from the capital increase/ share allotment:
The objective of the ESOP is to compensate and motivate the
directors and employees to perform their duties in the best
interests of the Company. This should in turn bring about
long-term benefit to the Company, as well as retain them with
the Company.
7. Benefit to the shareholders from the capital increase/share
allotment:
The objective of the ESOP is to compensate and motivate the
directors and employees to perform their duties in the best
interests of the Company. This should in turn being about
long-term benefit to the Company, as well as retain them with
the Company, resulting in improvement of the Company's
performance.
The newly issued shares from exercise of warrants will have
the same rights as that of the increased shares, previously
issued, and be entitled to receive dividends from the date
that their name are listed in the share register book submitted
to the Ministry of Commerce.
8.Other details necessary for shareholders to approve the capital
increase/share allotment:
Regarding the dividends payments of the company for the second
half of 2003, the first half of 2004, and the second half of 2004
(total 3 times), the Company has approved dividends payments in
excess of 50% of net profit after income tax. This has affected
the 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, and III, as
stated in the Prospectus. The ESOP warrant holders' rights shall
not be decreased.
The Company, therefore, will allot 620,000 additional shares
to be reserved for the new exercise ratio of ESOP Grant I, II
and III, which will be comprised of 220,000 shares for Grant 1,
250,000 shares for Grant 2, and 150,000 shares for Grant 3.
9.Action plan after the Board of Directors of the Company passed
a resolution approving the capital increase or allotment of
new shares:
Date Actions
February 17, 2005 Board of Director's Meeting for resolution
to issue warrants to the directors, employees
and advisers of the Company as well as allotment
of new shares for supporting the exercise of
the warrants to purchase the ordinary shares.
February 17, 2005 Notify the Stock Exchange of Thailand of the
resolution of the Board of Directors Meeting.
March 10, 2005 Close the shareholder register book for
suspension of share transfer for the right
to attend the Annual General Meeting of
Shareholders for the year 2005
March 30, 2005 The holding of the Annual General Meeting
of Shareholder for the year 2005
Within April 2005 Submit the Application for issuance and
offer of the warrants to the Office of
the Securities and Exchange Commission
Within May 2005 The Office of the Securities and Exchange
Commission will inform the company about
the result of consideration of the application
within 45 business days of the date the
Securities and Exchange Commission has
received the completed documents
The Company hereby certifies that the information contained in
this report form is true and complete in all respects.
Signed -Signed authorized director
(Mr. Boonklee Plangsiri)
Director
Signed -Signed- authorized director
(Mr. Somprasong Boonyachai)
Director