BOD' resolutions: Change Directors, Investments
11 May 2007
-Translation-
AIS-CP 051/2007
May 11, 2007
Subject: Notification of the Resolutions of Board of Directors' Meeting
No. 4/2007 of Advanced Info Service Plc ("the Company")
To: The President
The Stock Exchange of Thailand
We would like to inform you that Board of Directors' Meeting of the Company No.
4/2007 held on May 11, 2007 has resolved the following matters:
1. Certified the Minutes of Board of Directors' Meeting No. 3/2007 held on
March 22, 2007;
2. Approved the Balance Sheets, Statement of Income and Cash Flow Statements
for the first quarter of 2007 ended March 31, 2007;
3. Acknowledged the resignation of two directors; Mr. Boonklee Plangsiri and
Mrs. Siripen Sitasuwan and approved the appointment of new directors which
endorsed by the Nomination Committee;
1) Mr. Vikrom Sripataks to be the director of the Company, replacing Mr.
Boonklee Plangsiri
2) Ms. Nidchanun Santhaveesuk to be the director of the Company, replacing
Mrs. Siripen Sitasuwan
Become effective since May 11, 2007 onwards.
The Company's Board of Directors will be composed of the following
members:
1) Dr.Paiboon Limpaphayom Chairman of the Board of Directors
and Independent Director
2) Mr.Aviruth Wongbuddhapitak Chairman of the Audit Committee and
Independent Director
3) Mrs.Tassanee Manorot Audit Committee and Independent
Director
4) Mr. Surasak Vajasit Audit Committee and Independent Director
5) Mr. Suphadej Poonpipat Director
6) Mr. Vasukree Klapairee Director
7) Mr. Allen Lew Yoong Keong Director
8) Ms. Koh Kah Sek Director
9) Mr. Somprasong Boonyachai Director
10) Mr. Vikrom Sripataks Director
11) Ms. Nidchanun Santhaveesuk Director
4. Approved the amendment to the Company's authorized signatories to be as
follows:
From: "Mr. Boonklee Plangsiri, Mr. Somprasong Boonyachai,
and Mrs. Siripen Sitasuwan any two of these three directors jointly
sign with the Company's seal affixed."
To: "Mr. Somprasong Boonyachai, Mr. Vikrom Sripataks, and Ms. Nidchanun
Santhaveesuk any two of these three directors jointly sign with the
Company's seal affixed."
5. Approved the appointment of Mr.Vikrom Sripataks and Ms.Nidchanun
Santhaveesuk to be the Member of the Executive Committee of the Company,
effective since May 11, 2007 onwards.
The Company's Executive Committee will be composed of the following
members:
1) Mr.Somprasong Boonyachai Chairman of the Executive Committee
2) Mr.Allen Lew Yoong Keong Vice Chairman of the Executive Committee
3) Dr.Dumrong Kasemset Member of the Executive Committee
4) Mr.Vikrom Sripataks Member of the Executive Committee
5) Ms.Nidchanun Santhaveesuk Member of the Executive Committee
Besides approved the appointment of Mr. Somprasong Boonyachai to be
the Member of Remuneration Committee and Nomination Committee, replacing
Mr. Boonklee Plangsiri who resigned from such positions, effective since
May 11, 2007 onwards.
The Company's Remuneration Committee will be composed of the following
members:
1) Dr. Paiboon Limpaphayom Chairman of the Remuneration Committee
2) Mr. Aviruth Wongbuddhapitak Member of the Remuneration Committee
3) Mr. Somprasong Boonyachai Member of the Remuneration Committee
The Company's Nomination Committee will be composed of the following
members:
1) Dr. Paiboon Limpaphayom Chairman of the Nomination Committee
2) Mr. Surasak Vajasit Member of the Nomination Committee
3) Mr. Somprasong Boonyachai Member of the Nomination Committee
6. Approved the amendment to the Company's corporate governance policy to be
more in line with international practices by setting that an independent
director shall not serve for more than 3 consecutive terms;
7. Approved the investment of Bridge Mobile Pte Ltd.- Singapore which is
joint force mobile operators in Asia and Pacific region in 10 countries to
provide international roaming. The Company will invest 2 million shares or
10% stake of such company, approximately investment 2.7 million USD;
8. Approved setting up a new subsidiary namely "Wireless Device Supply Co.,
Ltd.", which the Company will hold 100% of registered capital at 50
million Baht. Wireless Device Supply Company Limited will acquire trading
business - handset business, SIM card sales, and Refill card distribution -
done by the Company's subsidiary namely Digital Phone Co., Ltd. at net book
value of fix assets and inventories plus margin which is comparable market
price, approximately 1,220 million Baht (latest net book value plus margin
5%);
9. Approved winding up a subsidiary of the Company namely Data Line Thai Co.,
Ltd. ("DLT") which the Company holds 65% of registered capital at 15
million Baht because DLT is an internet service provider that is not the
core business of the Company;
10. Approved a capital expenditure of 111.41 million USD for expansion of the
GSM network Phase 18A in order to improve the traffic and signalling
efficiency and increase the service capacity for the Company's subscribers
and new services.
Provide that, the above approvals for investments are considered that not
enter into the connected transaction and acquisition or disposition of
assets specified by the Rules and Regulation of the Stock Exchange of
Thailand.
Yours faithfully,
-Signed-
Somprasong Boonyachai (Mr.)
Director
Advanced Info Service Plc