Attachment Capital Increase Report Form
18 February 2009
Attachment
(Translation)
Capital Increase Report Form
Advanced Info Service Public Company Limited
February 18, 2009
__________________________
We, Advanced Info Service Public Company Limited (the "Company"), hereby
report on the resolution of the Board of Directors No. 2/2009, held on
February 18, 2009 in respect of a share allotment as follows:
1. Capital increase
The Board of Directors has approved the allotment of 1,150,000
unissued ordinary shares, at the par value of Baht 1 each, totaling Baht
1,150,000, to reserve for the exercise of warrants to be issued to the
Company's directors and employees under ESOP Programs to conform to the
adjustment as specified in the Prospectus.
2. Allotment of new shares
The Board of Directors has resolved to allocate 1,150,000 unissued
ordinary shares, at the par value of Baht 1 each, totaling Baht 1,150,000, to
reserve for the exercise of warrants to be issued to the Company's directors
and employees under ESOP Programs. The allotments will be proposed to the
shareholders for consideration and approval, details as follows:
2.1 The details of the allotment
Allotted to Number Ratio Exercise Subscription Note
(shares) (old:new) price per and payment
share (Baht) period
Existing Shareholders - - - - -
General public - - - - -
Other persons (specify) - - - - -
To reserve for the exercise of 1,150,000 - - - -
the warrant (ESOP Programs),
due to the adjustment as
specified in the Prospectus,
totaling 1,150,000 shares.
2.2 The Company's plan in case there is a fraction of shares remaining
-None-
2.3 The remaining unallocated shares
The remaining unissued shares are 2,008,543,609 shares with par
value of Baht 1 each, totaling Baht 2,008,543,609.
3. Schedule for Shareholders Meeting to approve the capital increase/ allotment
The 2009 Annual General Meeting of Shareholders will be held on April 8,
2009, at 14.00 p.m. at the Auditorium Room, 9th Floor, Shinawatra Tower 3,
Viphavadee Rangsit Road, Chatuchak, Bangkok. The Company will fix the Record
Date on which shareholders have the right to attend and vote in the 2009 AGM
on 17 March 2009 and fix the share registration book closing date on 18 March
2009 for gathering shareholders' name under the Section 225 of the Securities
and Exchange Act B.E. 2535.
4. Approval of the capital increase/ share allotment by relevant governmental
agency and conditions thereto (if any)
The Company will register the increase of paid-up capital at the Ministry
of Commerce when the warrants are exercised to ordinary shares and seek
approvals from the Stock Exchange of Thailand to list such newly issued
ordinary shares as listed securities and trading in the Stock Exchange of
Thailand.
5. Objectives of the capital increase and plans for utilizing proceeds
received from the capital increase
The Company will use the proceeds from exercise of warrants as its
working capital.
6. Benefit to the Company from the capital increase/ share allotment:
To allot the additional shares to reserve for the adjustment of exercise
ratio of ESOP warrants adequately due to the entering into terms and
conditions of the Prospectus. The Company should maintain the right of ESOP
holders' right as specified in the Prospectus.
7. Benefit to the shareholders from the capital increase/share allotment:
The objective of the ESOP is to compensate and motivate the directors and
employees to perform their duties in the best interests of the Company. This
should in turn being about long-term benefit to the Company, as well as retain
them with the Company, resulting in improvement of the Company's performance.
The newly issued shares from exercise of warrants will have the same
rights as that of the increased shares, previously issued, and be entitled to
receive dividends from the date that their name are listed in the share
register book submitted to the Ministry of Commerce.
8. Other details necessary for shareholders to approve the capital
increase/share allotment:
Regarding the dividends payments of the company for 2008, 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 additional shares to be reserved for
the new exercise ratio of ESOP adequately.
9. Action plan after the Board of Directors of the Company passed a resolution
approving the capital increase or allotment of new shares:
Date Actions
February 18, 2009 Board of Director's Meeting has resolved to allot
additional shares for supporting the exercise of the
warrants to purchase the ordinary shares and
notified the Stock Exchange of Thailand.
March 17, 2009 The Record Date to determine the right to attend and
vote in the 2009 Annual General Meeting of Shareholders.
March 18, 2009 The share registration book closing for gathering
shareholders' names under the Section 225 of the
Securities and Exchange Act B.E. 2535.
April 8, 2009 The holding of the 2009 Annual General Meeting of
Shareholder.
The Company hereby certifies that the information contained in this report
form is true and complete in all respects.
Signed -Signed authorized director
( Mr. Somprasong Boonyachai )
Vice-Chairman of the Board of Directors
Signed -Signed- authorized director
( Mr. Vikrom Sriprataks )
Director