BOD's Resolutions:CG,56-1,New Director,Connected Transaction
21 March 2006
- Translation -
AIS-CP 039/2006
March 20, 2006
Subject: Notification of the Resolutions of the Board of
Directors' Meeting No. 4/2006 of Advanced Info
Service Public Company Limited ("the Company")
regarding Corporate Governance Policy, Form 56-1,
Appointment of Directors and Connected Transaction.
To: The President
The Stock Exchange of Thailand
We would like to inform you that at the Board of Directors
Meeting No.4/2006, held on March 20, 2006 in the Meeting Room,
27th floor, Shinawatra Tower 1, 414 Phahonyothin Road, SamsenNai,
Phayathai, Bangkok, the following matters were resolved:
1. Certified the Minutes of the Board of Directors'Meeting
No.3/2006 held on February 27,2006;
2. Approved the amendments to the Company's corporate governance
policy to raise the level of good corporate governance in line
with the Stock Exchange of Thailand's regulations;
3. Approved the information to be disclosed in the Company's
Form 56-1 for 2005;
4. Considered the self-assessment undertaken by the Board of Directors;
5. Approved the appointment of Mr. Allen Lew Yoong Keong, the
representative director of SingTel Strategic Investments Pte Ltd.,
to replace Ms. Jeann Low Ngiap Jong who resigned from the position;
6. Approved the appointment of Mrs. Tasanee Manorot as a new director,
independent director and member of the Audit Committee as proposed
by the Nomination Committee along with the appointment of Mr Boonchoo
Direksathapon as Chairman of the Audit Committee.
However, because this appointment will increase the number of the
Company's directors from 10 to 11, it will require approval at the
2006 Annual General Meeting of Shareholders;
7. Approved entering into the following management agreement between
the Company and Shin Corporation Plc ("SHIN"):
Date of Transaction For two (2) years from January 1, 2006 to
December 31,2007
Parties Involved
Employer ADVANC
Contractor SHIN
Relationship with SHIN is a major shareholder of ADVANC
Listed Company (42.80% holding).
General Characteristics ADVANC will employ SHIN to provide management
of the Transaction services for 2 years as follows:
* General management, consisting of advisory
services including management and expertise
team support.
* Financial management, consisting of credit
management and currency & interest rate risk
management.
Total Value of the The management fee is approximately three
Consideration hundred and sixty (360) million baht and
is capped at four hundred (400) million
baht for 2 years, excluding the financial
management fee, which will be paid when the
service has been provided.
Basis Used to * The management fee is based on the standard fee
Determine the Value charged by international companies.
* The financial management fee is based on
current market rates.
The Board of Directors' The Board of Directors has considered that the
opinion fees and benefits of this transaction are
appropriate. The directors who have a conflict
of interests did not attend the meeting or have
any voting rights.
Connected Transaction This transaction is considered to be a connected
and its Conditions transaction of listed companies, as prescribed
in the Notification of the Stock Exchange of
Thailand (SET), Re: Rules, Procedures and
Disclosure of Connected Transactions of Listed
Companies in a category of supporting normal
business transactions. The size of the
transaction is over 0.03% but less than 3.00%
of net tangible assets, thus the Company should
gain approval from the Board and report this
transaction matter to the SET.
8.Ratified the transfer of capital of 3G in a limited amount not
exceeding USD 120 million and approved an additional capital
expenditure of USD 40 million for the procurement of equipment for
expansion of the GSM network Phase 16 in order to increase the service
capacity for the Company's subscribers and improve the traffic and
signaling efficiency.
Yours faithfully,
-Signed-
Somprasong Boonyachai (Mr.)
Director
Advanced Info Service Plc.