BOD's Resolutions:Appointment a new director, Call EGM
13 July 2006
- Translation -
AIS-CP 093/2006
July 12, 2006
Subject: Notification of the Resolutions of Board of Directors'
Meeting No. 6/2006 of Advanced Info Service Public
Company Limited ("the Company")
To: The President
The Stock Exchange of Thailand
We would like to inform you that at Board of Directors Meeting
No. 6/2006 held on July 12, 2006 in Meeting Room No. 2005 , 20th
floor, at Shinawatra Tower 1, 414 Phahonyothin Road, SamsenNai,
Phayathai, Bangkok, the following matters were resolved:
1. Certified the Minutes of Board of Directors' Meeting
No. 5/2006 held on May 10, 2006.
2. Approved the appointment of Mr. Aviruth Wongbuddhapitak as
a Director, Independent Director and Chairman of the Audit
Committee as proposed by the Nomination Committee, to replace
Mr. Arun Churdboonchart, who resigned from his directorship.
In addition, approved the appointment of Mr. Aviruth
Wongbuddhapitak as a member of the Compensation Committee and
Mr. Surasak Vajasit as a member of the Nomination Committee,
as proposed by the Nomination Committee.
3. Approved an investment of USD 200 million for expansion of the
GSM network Phase 17A in order to increase the service capacity
for the Company's subscribers and improve the traffic and
signaling efficiency.
4. Approved the plans to procure funds for the Company to provide
capital for investment in expansion of the network system, repay
debentures due to be redeemed and allot working capital for to
the Company. The Company will procure funds by borrowing money
and/or issuing and offering debentures in an amount not more
than Baht 25,000,000,000 or its equivalent in other currencies.
The Meeting considered and approved the authorization of the
Executive Committee or a person (the "Attorney") delegated by
the Executive Committee and/or the Board of Directors to make
a decision on whether the Company shall procure the aforementioned
funds by borrowing money or by issuing and offering debentures,
or a combination of both.
(a) To consider and approve borrowing money from both domestic
and/or overseas sources in an amount of no more than Baht
25,000,000,000 or its equivalent in other currencies. In
addition, the Meeting authorized the Attorney to make a
decision on borrowing this money and perform other related
functions such as structuring the credit amount and determining
the loan conditions and other details, including negotiation,
preparation, agreements, execution, and delivery of relevant
documents. The Attorney is also authorized to undertake any
other tasks that he or she deems necessary or desirable for
the purpose of facilitating or implementing the borrowing process.
(b) To consider and approve the issuing and offering of
unsubordinated and unsecured debentures in an amount of no
more than Baht 25,000,000,000 or its equivalent in other
currencies. The debentures may be offered to the public,
institutional investors and/or specific investors in Thailand
and/or outside the country in accordance with the relevant
notifications of the Office of the Securities and Exchange
Commission. The debentures may be offered in the same set or
several sets at the same time or several times. If the Company
issues and offers debentures on a public-offering basis, the
Meeting approved the allotment of debentures to the Company's
existing debenture holders and/or management of the Company
before offering them to general investors.
The Meeting considered and approved the authorization of the
Attorney to issue and offer the aforementioned debentures and
perform the following related tasks:
(1) structure, determine, specify and adjust any details of the
debentures such as terms and conditions of issuer and
debenture holders, amount of debentures, par value, interest
rate, interest payment method, term, redemption period,
subscription period, offering/allocation method including
(but not limited to) amount and ratio for debenture allotment,
appointment of arranger/underwriter, registration and/or
debenture holders' representative (if any) and the arrangement
for the listing of debentures on the secondary market;
(2) negotiate, prepare, agree, execute and deliver any agreements
and other documents with respect to the issue and offer of
the debentures; and
(3) perform all other tasks that the Attorney deems necessary or
desirable for the purpose of facilitating or implementing the
issue and offer of the debentures.
The issuing and offering of the aforementioned debentures
shall be proposed to the Company's shareholders' meeting
for approval, as required by law.
5. Approved the holding of the Extraordinary General Meeting of
Shareholders No. 1/2006 on August 8, 2006 at 2 p.m. at the
Auditorium on the 9th floor of Shinawatra Tower 3, Viphavadee
Rangsit Road, Jatujak, Bangkok. The agenda is as follows:
Item 1 Matters to be informed;
Item 2 To certify the Minutes of the 2006 Annual General Meeting
of Shareholders held on April 24, 2006;
Item 3 To consider and approve the issuing and offering of
unsubordinated and unsecured debentures;
Item 4 Other business (if any).
The Company will close the share registration book to determine which
shareholders are eligible to attend and vote in this meeting from 12
noon on July 27, 2006 until the meeting is adjourned.
Yours faithfully,
-Signed-
Somprasong Boonyachai (Mr.)
Director
Advanced Info Service Plc.