Resolutions of BOD; Dividend payment, Call AGM
18 February 2009
-Translation-
AIS-CP 012/2009
February 18, 2009
Re: Notification of the Resolutions of the Board of Directors' Meeting
No. 2/2009
To: The President
The Stock Exchange of Thailand
Attachment: Capital Increase Report Form
Advanced Info Service Plc. ("the Company") would like to inform the resolution
of the Board of Directors' Meeting No. 2/2009, which is held on February 18,
2009 as the following matters:
1. Certified the Minutes of the Board of Directors' Meeting No. 1/2009
held on January 29, 2009.
2. Approved the balance sheet, statement of income and cash flow statements
for the fiscal year ended December 31, 2008.
3. Approved the appointment of Mr. Ng Kwon Kee as the Director replacing
Mr. Yuen Kuan Moon, who resigned from the position, effective on February
18, 2009 onwards.
4. Resolved to propose to the 2009 Annual General Meeting of Shareholders to
approve the issuing and offering of debt instrument in an amount not
exceeding Baht 15,000,000,000 (Baht Fifteen billion) or equivalent in other
currencies.
5. Resolved to propose to the 2009 Annual General Meeting of Shareholders to
approve the dividend payment for the Company's 2008 operating results to
shareholders at Baht 6.30 per share. As the result of an interim dividend
payment of Baht 3.00 per share, which was paid on September 10, 2008, the
remaining dividend for second half operating results for 2008 is Baht 3.30
per share
The Record Date to determine the right to receive dividends will be on 20
April 2009, and the share registration book closing date will be on 21 April
2009 for gathering shareholders' names under the Section 225 of the
Securities and Exchange Act B.E. 2535. The Company will pay a dividend on 4
May 2009.
6. Resolved to propose to the 2009 Annual General Meeting of Shareholders to
approve the re-appointment of retiring directors and determine the
directors' remuneration for 2009 as details below;
6.1 The retiring directors due to cease of their terms are as follows:
- Mr. Somprasong Boonyachai Vice-Chairman of the Board
of Directors
- Mr. Aviruth Wongbuddhapitak Chairman of the Audit Committee
and Independent Director
- Mrs. Tasanee Manorot Member of the Audit Committee and
Independent Director
- Mr. Allen Lew Yoong Keong Director
6.2 The Remuneration Committee proposed the directors' remuneration for
the fiscal year 2009 for not exceeding of Baht 13,500,000 (Baht 13.5
million). This will be proposed in the 2009 Annual General Meeting of
Shareholders for approval.
7. Approved the appointment of the following auditors of KPMG Phoomchai Audit
Limited as the Company's auditors for 2009:
- 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 fee for 2009 of the Company is Baht 5,237,000 and will be
proposed in the 2009 Annual General Meeting of Shareholders for approval.
8. Approved the allotment of 1,150,000 additional ordinary shares, at the
par value of Baht 1 each, from the remaining 2,009,693,609 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 dividend payments of the company for 2008, the Company has
approved dividend 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)
9. Approved the holding of the 2009 Annual General Meeting of Shareholders on
April 8, 2009 at 14.00 p.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 2008 Annual General Meeting of
Shareholders held on April 10, 2008;
Agenda 3 To consider and certify the results of operation for 2008;
Agenda 4 To approve the balance sheet, statement of income and statement
of cash flow for fiscal year ended December 31, 2008;
Agenda 5 To approve the issuing and offering of debt instrument in an
amount not exceeding Baht 15,000,000,000 (Baht Fifteen billion);
Agenda 6 To approve the dividend payment for the fiscal year 2008;
Agenda 7 To approve the re-appointments of retiring directors;
Agenda 8 To approve the directors' remuneration for 2009;
Agenda 9 To approve the appointment of the Company's auditors and
determine the auditors' remuneration for the year 2009;
Agenda 10 To approve the allotment of the additional ordinary shares,
reserved for exercising the right to conform to the adjustment
prescribed in the Prospectus.
Agenda 11 To consider other matters (if any)
The Record Date on which the shareholders have the right to attend and vote in
the Company's 2009 AGM will be on March 17, 2009, and the share registration
book closing date for gathering shareholders' name under the Section 225 of
the Securities and Exchange Act B.E. 2535 will be on March 18, 2009.
Please be informed accordingly
Best Regards,
-Signed-
Mr. Vikrom Sriprataks
Director
Advanced Info Services Plc.