Resolutions of 2009 AGM: Approved debentures and dividend
08 April 2009
-Translation-
AIS-CP 038/2009
April 8, 2009
Re: Notification of the Resolutions of the 2009 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 2009 Annual General Meeting of Shareholders , held on April
8, 2009 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 2008 Annual General Meeting of Shareholders
which was held on 10 April 2008.
The meeting has approved this agenda by simple majority vote as follows:
Approved 2,464,082,491 votes equivalent to 99.80%,
Disapproved 0 vote equivalent to 0.00%,
Abstained 4,822,600 votes equivalent to 0.20%.
of the total number of shareholders attending and eligible to vote.
2. Approved the balance sheet, statement of income and statement of cash flow
for the fiscal year ended December 31, 2008.
The meeting has approved this agenda by simple majority vote as follows:
Approved 2,457,897,076 votes equivalent to 99.55%,
Disapproved 1,884,718 votes equivalent to 0.08%,
Abstained 9,279,500 votes equivalent to 0.38%.
of the total number of shareholders attending and eligible to vote.
3. Approved the dividend payment for the Company's 2008 operating results to
shareholders atBaht 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 dividend 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.
The meeting has approved this agenda by simple majority vote as follows:
Approved 2,464,240,894 votes equivalent to 99.80%,
Disapproved 0 vote equivalent to 0.00%,
Abstained 4,820,500 votes equivalent to 0.20%.
of the total number of shareholders attending and eligible to vote.
4. Approved for the issuing and offering of debentures as details below:
4.1 The additional amount of debentures shall not exceed Baht
15,000,000,000 or equivalent in other currencies with condition that the
approved amount for issuing and offering of debentures will be valid
from the date of the Annual General Meeting (AGM) of the year 2009
until the date of the AGM of the year 2010.
The Company may offer the debentures to 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,
the Capital Market Supervisory Board or the relevant rules and
regulations and may offere to the existing debenture holders prior to
the offering to the general investors in accordance with the relevant
notifications of the Office of the Securities and Exchange Commission,
the Capital Market Supervisory Board or the relevant rules and
regulations,and may offer in the same set or several sets at the same
time or several times.
The Company has empowered the Executive Committee or person who is
empowered by the Board of Directors and/or the Executive Committee
and/or the Authorized Directors of the Company ("Attorney") to be the
authorized person to decide and proceed with the issuing and offering
debentures (including (without limitation) to structure, determine and
specify the type and any details of the debentures, appointment of
arranger/underwriter, registrar and/or representative of the debentures
holders (if any) and the arrangement for the listing of debentures on
the secondary market, to negotiate, prepare, agree, execute and deliver
any agreement and other documents with respect to the issuing and
offering of the debentures including 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.
4.2 In addition, the shareholders had resolved to cancel the Outstanding
Balance of Baht 2,500,000,000 (Baht Two Thousand Five Hundred Million)
from the program for issuing and offering debt instruments (including,
but not limited to, debentures, short-term debentures and bill of
exchange) in the amount of not exceeding Baht 14,000,000,000 (Baht
Fourteen Billion), which had approved in the 2008 Annual General Meeting
of Shareholders. The Company had issued and offered debentures in the
total amount of Baht 11,500,000,000 (Baht Eleven Billion and Five
Hundred Million), which Baht 2,500,000,000 (Baht Two Thousand Five
Hundred Million) remains outstanding ("the Outstanding Balance).
The meeting has approved this agenda by not less than three-fourths
as follows:
Approved 2,396,725,894 votes equivalent to 97.07%,
Disapproved 0 vote equivalent to 0.00%,
Abstained 72,335,500 votes equivalent to 2.93%.
of the total number of shareholders attending and eligible to vote.
5. Approved the addition of the Company's objective Item 49 on Electronics
Payment Business, and amendment of the Company's Memorandum of Association
Clause 3
The meeting has approved this agenda by not less than three-fourths
as follows:
Approved 2,464,665,494 votes equivalent to 99.79%,
Disapproved 0 vote equivalent to 0.00%,
Abstained 5,129,800 votes equivalent to 0.21%.
of the total number of shareholders attending and eligible to vote.
6. Approved the re-appointment of retiring directors as details below:
6.1) Mr. Somprasong Boonyachai Vice-Chairman of the Board of Directors
The meeting has approved this agenda by simple majority vote
as follows:
Approved 2,463,135,940 votes equivalent to 99.73%,
Disapproved 6,657,254 votes equivalent to 0.27%,
Abstained 2,100 votes equivalent to 0.00%.
of the total number of shareholders attending and eligible to vote.
6.2) Mr. Aviruth Wongbuddhapitak Chairman of the Audit Committee and
Independent Director
The meeting has approved this agenda by simple majority vote
as follows:
Approved 2,462,550,340 votes equivalent to 99.79%,
Disapproved 5,242,354 votes equivalent to 0.21%,
Abstained 2,600 votes equivalent to 0.00%.
of the total number of shareholders attending and eligible to vote.
6.3) Mrs. Tasanee Manorot Member of the Audit Committee and
Independent Director
The meeting has approved this agenda by simple majority vote
as follows:
Approved 2,464,594,340 votes equivalent to 99.79%,
Disapproved 5,242,354 votes equivalent to 0.21%,
Abstained 3,600 votes equivalent to 0.00%.
of the total number of shareholders attending and eligible to vote.
6.4) Mr. Allen Lew Yoong Keong Director and Chairman of the Executive
Committee
The meeting has approved this agenda by simple majority vote
as follows:
Approved 2,418,603,840 votes equivalent to 97.93%,
Disapproved 51,182,654 votes equivalent to 2.07%,
Abstained 8,800 votes equivalent to 0.00%.
of the total number of shareholders attending and eligible to vote.
7. Approved the directors' remuneration for the fiscal year 2009 of not
exceeding of Baht 13,500,000. Such remuneration consists of monthly
retainer fee, meeting allowance and annual allowance.
The meeting has approved this agenda by not less than two-thirds
as follows:
Approved 2,434,160,794 votes equivalent to 98.56%,
Disapproved 30,779,900 votes equivalent to 1.25%,
Abstained 4,854,700 votes equivalent to 0.20%.
of the total number of shareholders attending and eligible to vote.
8. Approved the appointment of the Company's auditors: KPMG Phoomchai Audit
Limited and the following four auditors for the year 2009:
- Mr. Supot Singhasaneh CPA. No. 2826
- Mr. Winid Silamongkol CPA. No. 3378
- Ms. Somboon Suprsiripinyo 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 up to Baht 5,237,000.
The meeting has approved this agenda by simple majority vote as follows:
Approved 2,464,963,394 votes equivalent to 99.80%,
Disapproved 0 vote equivalent to 0.00%,
Abstained 4,832,000 votes equivalent to 0.20%.
of the total number of shareholders attending and eligible to vote.
9. 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 dividends payments of the company for 2008, the Company has
approved dividends payments in excess of 50% of net profit after income tax
in its consolidated financial statements. 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.
The meeting has approved this agenda by not less than three-fourths
as follows:
Approved 2,388,501,542 votes equivalent to 96.71%,
Disapproved 76,440,253 votes equivalent to 3.10%,
Abstained 4,854,300 votes equivalent to 0.20%.
of the total number of shareholders attending and eligible to vote.
Please be informed accordingly
Best Regards,
-Signed-
Mr. Vikrom Sriprataks
Director
Advanced Info Services Plc.
Compliance Department
Tel. 0-2687-4278, 0-2615-3277