Notification of the Resolutions of the 2008 AGM
10 April 2008
-Translation-
AIS-CP 046/2008
April 10, 2008
Re: Notification of the Resolutions of the 2008 Annual General Meeting
of Shareholders
To: The President
The Stock Exchange of Thailand
Advanced Info Service Plc. ("the Company") would like to inform the
resolutions of the 2008 Annual General Meeting of Shareholders , held on
April 10, 2008 at the Auditorium Room, 9th floor, Shinawatra Tower 3,
Viphavadee Rangsit Road, Chatuchak, Bangkok 10900 as the following matters:
1. Certified the Minutes of the 2007 Annual General Meeting of Shareholders
which was held on 25 April 2007.
Approved 2,577,919,734 votes equivalent to 99.85%,
Disapproved 0 vote equivalent to 0.00%,
Abstained 3,794,900 votes equivalent to 0.15%.
2. Approved the balance sheet, statement of income and statement of cash flow
for the fiscal year ended December 31, 2007.
Approved 2,578,935,167 votes equivalent to 99.67%,
Disapproved 0 vote equivalent to 0.00%,
Abstained 8,628,000 votes equivalent to 0.33%.
3. Approved the program for the issuing and offering of debt instruments as
details below:
3.1 The additional amount of debt instruments shall not exceed Baht 14
billion.
3.2 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 billion.
3.3 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.
3.4 The Company may issue additional debt instruments in an amount equal
to the total debt instruments which have been redeemed or repurchased
by the Company including the Company's total outstanding debentures.
3.5 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.
Approved 2,584,352,667 votes equivalent to 99.82%,
Disapproved 0 vote equivalent to 0.00%,
Abstained 4,686,400 votes equivalent to 0.18%.
4. Approved 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.
Approved 2,585,244,370 votes equivalent to 99.85%,
Disapproved 0 vote equivalent to 0.00%,
Abstained 3,794,900 votes equivalent to 0.15%.
5. Approved the re-appointment of retiring directors, appoint new director,
and designate authorized signatory as details below:
a. The re-appointment of retiring directors and appoint new director are
as follows;
1) Dr. Paiboon Limpaphayom Chairman of the Board of Directors
and Independent Director
Approved 2,583,461,570 votes equivalent to 99.77%,
Disapproved 2,212,700 votes equivalent to 0.09%,
Abstained 3,797,100 votes equivalent to 0.15%.
2) Mr. Vasukree Klapairee Director
Approved 2,583,461,570 votes equivalent to 99.77%,
Disapproved 2,212,700 votes equivalent to 0.09%,
Abstained 3,797,100 votes equivalent to 0.15%.
3) Mr. Vikrom Sriprataks Director
Approved 2,588,055,770 votes equivalent to 99.95%,
Disapproved 1,413,300 votes equivalent to 0.05%,
Abstained 2,300 votes equivalent to 0.00%.
4) Mr. Hubert Ng Ching-Wah Director
Approved 2,588,053,270 votes equivalent to 99.95%,
Disapproved 1,413,300 votes equivalent to 0.05%,
Abstained 4,800 votes equivalent to 0.00%.
b. Amendment of the designate authorized signatory to be;
"Mr. Somprasong Boonyachai and Mr. Vikrom Sriprataks, these two directors
collectively sign with the Company seal affixed".
Approved 2,588,057,970 votes equivalent to 99.95%,
Disapproved 1,413,300 votes equivalent to 0.05%,
Abstained 100 votes equivalent to 0.00%.
6. Approved the directors' remuneration for the fiscal year 2008 of not
exceeding of Baht 15 million. Such remuneration consists of monthly
retainer fee, meeting allowance and annual allowance. The details of
remuneration includes;
6.1 The Chairman of the Company shall receive Baht 200,000 per month.
6.2 The Chairman of Audit Committee shall receive Baht 75,000 per month.
6.3 The independent / Outsider directors and Representative under concession
agreement shall receive Baht 50,000 per month.
6.4 Attendance fee of Baht 25,000 for each meeting.
6.5 The annual allowance based on the director's contribution and length of
their services.
6.6 Executive directors shall not receive any remuneration as members of the
Board.
Approved 2,583,161,470 votes equivalent to 99.76%,
Disapproved 2,042,900 votes equivalent to 0.08%,
Abstained 4,267,000 votes equivalent to 0.16%.
7. Approved the appointment of the Company's auditors: KPMG Phoomchai Audit
Limited and the following four auditors for the year 2008:
- Mr. Supot Singhasaneh CPA. No. 2826
- Mr. Winid Silamongkol CPA. No. 3378
- Ms. Somboon Supasiripinyo CPA No. 3731
- Mr. Charoen Phosamritlert CPA. No. 4068
Any of the above auditors can conduct the audit and express an opinion
on the Company's financial statements. In the event that none of these
auditors is available, KPMG Phoomchai Audit Limited is authorized to
delegate another one of its certified public accountants to conduct the
audit. The Audit fees for 2008 of the Company and the consolidation are up
to Baht 8,622,000.
Approved 2,581,901,857 votes equivalent to 99.71%,
Disapproved 410,800 vote equivalent to 0.02%,
Abstained 7,158,813 votes equivalent to 0.28%.
8. 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.
Approved 2,367,937,100 votes equivalent to 91.44%,
Disapproved 207,667,628 vote equivalent to 8.02%,
Abstained 13,866,842 votes equivalent to 0.54%.
Please be informed accordingly
Best Regards,
-Signed-
Mr. Vikrom Sriprataks
Director
Advanced Info Services Plc.