Attachment 2: Capital Increase Report Form
27 February 2006
(Translation)
Capital Increase Report Form
Advanced Info Service Public Company Limited
February 27, 2006
__________________________
We, Advanced Info Service Public Company Limited (the "Company"),
hereby report on the resolution of the Board of Directors No. 3/2006,
held on February 27, 2006 in respect of a share allotment as follows:
1. Capital increase
The Board of Directors has approved the allotment of 10,754,300
unissued ordinary shares, at the par value of Baht 1 each, totaling
Baht 10,754,300, to reserve for the exercise of warrants to be issued
to the Company's directors and employees under ESOP Grant I, II, III,
IV and V.
2. Allotment of new shares
The Board of Directors has resolved to allocate 10,754,300 unissued
ordinary shares, at the par value of 1 Baht each, totaling 10,754,300
Baht, to reserve for the exercise of warrants to be issued to the
Company's directors and employees under ESOP Grant I, II, III, IV
and V. 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 (Baht) and payment
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, III and
IV), due to the
adjustment as stated
in the Prospectus,
approximately totaling
615,800 shares divided
by Grant I - 0 - 1.03927 46.160 - -
Grant II 44,400 1.03927 41.741 - -
Grant III 249,300 1.02633 89.435 - -
Grant IV 322,100 1.01344 105.246 - -
To reserve for the 10,138,500 1:1 Exercise price is the - -
exercise of the weighted average closing
warrant issued to price of the Company's
directors and shares traded on the
employees (ESOP Stock Exchange of Thailand
Grant V) during the period of
30 days prior to the
day of Shareholders'
Meeting.
Note The details of the ESOP Grant 5 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 2,012,238,609 shares with par
value of 1 Baht each, totaling 2,012,238,609 Baht.
3. Schedule for Shareholders Meeting to approve the capital increase/
allotment
The 2006 Annual General Meeting of Shareholders will be held on April
24, 2006, at 10.00 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 April 4, 2006 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 first and second
half of 2005,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), as stated in the Prospectus. The ESOP warrant holders'
rights shall not be decreased.
The Company, therefore, will allot 615,800 additional shares to be
reserved for the new exercise ratio of ESOP Grant II, III and IV, which
will be comprised of 44,400 shares for Grant 2, 249,300 shares for
Grant 3, 322,100 shares for Grant 4 respectively.
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 27, 2006 Board of Director's Meeting for resolution to
issue warrants to the directors and employees of
the Company as well as allotment of new shares
for supporting the exercise of the warrants to
purchase the ordinary shares.
February 27, 2006 Notify the Stock Exchange of Thailand of the
resolution of the Board of Directors Meeting.
April 4, 2006 Close the shareholder register book for
suspension of share transfer for the right to
attend the Annual General Meeting of
Shareholders for 2006
April 24, 2006 The holding of the Annual General Meeting
of Shareholder for 2006
Within April 2006 Submit the Application for issuance and offer
of the warrants to the Office of the Securities
and Exchange Commission
Within May 2006 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. Somprasong Boonyachai )
Director
Signed -Signed- authorized director
( Mrs. Siripen Sitasuwan )
Director