Resolution of BOD:dividend payment & call AGM
19 February 2008
Translation
AIS-CP 020/2008
February 19, 2008
Re: Notification of the Resolutions of the Board of Directors' Meeting
No. 2/2008.
To: The President
The Stock Exchange of Thailand
Attachment: 1. Capital Increase Report Form
Advanced Info Service Plc. ("the Company") would like to inform the resolution
of the Board of Directors' Meeting No. 2/2008, which is held on February 19,
2008 at the Board Room, 20th floor, Shinawatra 1 Tower, 414 Paholyothin Road,
Samsennai, Payathai, Bangkok 10400 as the following matters:
1. Certified the Minutes of the Board of Directors' Meeting No. 1/2007 held on
January 23,2008.
2. Approved the balance sheet, statement of income and cash flow statements
for the fiscal year ended December 31, 2007.
3. Resolved to propose to the 2008 Annual General Meeting of shareholders to
approve the dividend payment for the Company's second half operating
results (July 1 - December 31,2007) to shareholders at Baht 3.30 per share.
Therefore, the Company's dividends payment for the entire year 2007 will be
Baht 6.30 per share including an interim dividend payment of Baht 3.00
per share, which was paid on 10 September 2007.
The closing date of register book to determine the right to receive
dividends will be on April 21, 2008, at 12.00 noon and the dividend payment
date will be on May 8, 2008.
4. Resolved to propose to the 2008 Annual General Meeting of shareholders to
approve the re-appointment of retiring directors, appoint new director,
designate authorized signatory, and determine the directors' remuneration
for 2008 as details below;
4.1 The retiring directors due to cease of their terms are as follows:
- Mr. Paiboon Limpaphayom (Ph.D.) Chairman of the Board of Directors
and Independent Director
- Mr. Vasukree Klapairee Director
- Mr. Vikrom Sriprataks Director
- Ms. Nidchanun Santhavesuk Director
The Board of Directors will propose to the 2008 Annual General Meeting
of shareholders to re-election of Mr. Paiboon Limpaphayom,
Mr. Vasukree Klapairee and Mr. Vikrom Sriprataks as directors for
another term as well as propose Mr. Hubert Ng Ching-Wah to replace
Ms. Nidchanun Santhevesuk who does not wish to be reelected for final
approval in the 2008 Annual General Meeting of shareholder.
4.2 Amendment of the designate authorized signatory to be;
"Mr. Somprasong Boonyachai, Mr. Vikrom Sriprataks, and Mr. Suphadej
Poonpipat, two out of these three directors sign collectively with
the Company seal affixed".
4.3 The Remuneration Committee proposed the directors' remuneration for
the fiscal year 2008 for not exceeding of Baht 15,000,000 (Baht 15
million). This will be proposed in the 2008 Annual General Meeting of
shareholders for approval.
5. Resolved to propose to the 2008 Annual General Meeting of shareholder to
approve the program for the issuing and offering of debt instruments as
details below:
5.1 The additional amount of debt instruments shall not exceed Baht
14,000,000,000 (Baht 14 billion).
5.2 The issuing and offering of debt instruments as specified above and
the total amount of other types of loan procurement (if any) in each
year shall not exceed the amount of loan procurement stipulated by the
Board of Directors in each year. In 2008, The Board of Director has
approved the total loan procurement for the Company for the total of
not exceeding Baht 10,000,000,000 (Baht 10 billion).
5.3 The Company may offer the debt instruments to the public and/or
institutional investors and/or specific investors in Thailand (either
in whole or in part) and/or outside Thailand in accordance with the
relevant notifications of the Office of the Securities and Exchange
Commission and may be offered in the same set or several sets at the
same time or several times.
5.4 The Company may issue additional debt instruments in an amount equal
to the debt instruments which have been redeemed or repurchased by the
Company.
5.5 The Company has empowered the Executive Committee or person who is
empowered by the Board of Directors and/or the Executive Committee
("Attorney") to be the authorized person to proceed with the issuing
and offering the debt instruments including to perform all other tasks
that the Attorney deems necessary or desirable for the purpose of
facilitating or implementing the issuing and offering of the debt
instruments including but not limited to making decisions and carrying
out other acts relating to hedging transactions (whether in whole or
in part) in order to protect any risk arising from fluctuation of
interest rate and/or currency exchange rate.
6. Approved the allotment of 1,300,000 additional ordinary shares, at the par
value of Baht 1 each, from the remaining 2,010,993,609 shares unallocated
shares to be reserved for exercising the right in pursuance of the ESOP
warrants due to entering into the terms and conditions of the Prospectus.
Regarding the dividends payments of the company for 2007, 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 the additional shares to be reserved for
the new exercise ratio of ESOP adequately. (See Attachment 1)
7. Approved the holding of the 2008 Annual General Meeting of shareholders on
April 10, 2008 at 10.00 a.m. at the Auditorium Room, 9th Floor, Shinawatra
Tower 3, Viphavadee Rangsit Road, Chatuchak, Bangkok. The agenda to be
considered and approved in the meeting are as follows;
Agenda 1 Matters to be informed;
Agenda 2 To certify the Minutes of the 2007 Annual General Meeting of
Shareholders held on April 25, 2007;
Agenda 3 To consider and certify the results of operation for 2007;
Agenda 4 To approve the balance sheet, statement of income and
statement of cash flow for fiscal year ended December 31, 2007;
Agenda 5 To approve the program for the issuing and offering of debt
instruments by the Company;
Agenda 6 To approve the dividend payment for the fiscal year 2007;
Agenda 7 To approve the re-appointments of retiring directors, the
appointment of new director, and the designate authorized
signatory;
Agenda 8 To approve the directors' remuneration for 2008;
Agenda 9 To approve the appointment of the Company's auditors and
determine the auditors' remuneration for the year ended 2008;
Agenda 10 To approve the allotment of the additional ordinary
shares,at par value of Baht 1 each, reserved for exercising the
right in pursuance with the ESOP warrants due to the entering
into terms and conditions of the Prospectus.
Agenda 11 To consider other matters (if any)
The Company will close the share register book to determine the shareholders
who are eligible to attend and vote in the 2008 Annual General Meeting of
Shareholders from March 20, 2008 at 12.00 noon until the 2008 Annual General
Meeting of Shareholder is adjourned.
Please be informed accordingly
Best Regards,
-Signed-
Mr. Vikrom Sriprataks
Director
Advanced Info Services Plc.
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