BOD's resolutions:appoint director,dividend payment,call AGM
12 February 2010
-Translation-
AIS-CP 011/2010
February 12, 2010
Re: Notification of the Resolutions of the Board of Directors' Meeting
No. 2/2010
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. 2/2010, which is held on February 12,
2010 as the following matters:
1. Certified the Minutes of the Board of Directors' Meeting No. 1/2010 held
on January 27, 2010.
2. Approved the balance sheet, statement of income and cash flow statements
for the fiscal year ended December 31, 2009.
3. Approved the appointment of Dr. Arnon Tubtiang as the Director replacing
Mr. Chakree Subprawong, who resigned from the position, effective on
February 12, 2010 onwards.
4. Resolved to propose to the 2010 Annual General Meeting of Shareholders to
approve the dividend payment for the Company's 2009 operating results at
Baht 6.30 per share. As the result of an interim dividend of Baht 3.00 per
share, which was paid on September 10, 2009, the remaining dividend for
second half operating results for 2009 is Baht 3.30 per share.
In addition, the Board passed a resolution to propose a special dividend at
the rate of Baht 5.00 per share. This is due to the Company has excess
liquidity and it expects that there is no major investment plan in the near
future. The proposed dividends are subject to shareholders approval.
The share registration book closing date to determine the right to receive
dividends will be on April 20, 2010 and the dividend payment date will be
on April 30, 2010.
5. Resolved to propose to the 2010 Annual General Meeting of Shareholders to
approve the re-appointment of retiring directors and determine the
directors' remuneration for 2010 as details below;
5.1 The retiring directors due to cease of their terms are as follows:
- Mr. Surasak Vajasit Member of the Audit Committee,
Independent Director, and Member of
Nomination and Corporate Governance Committee
- Mr. Suphadej Poonpipat Director
- Mr. Yeo Eng Choon Director
5.2 The Remuneration Committee proposed the directors' remuneration for the
fiscal year 2010 for not exceeding of Baht 13,500,000 (Baht 13.5
million). This will be proposed in the 2010 Annual General Meeting of
Shareholders for approval.
6. Approved the appointment of the following auditors of KPMG Phoomchai Audit
Limited as the Company's auditors for 2010:
- 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.
In addition, the Board of Directors approved the audit fee and the quarterly
review fee of the Company in 2010 in the amount of Baht 3,932,000. This
amount excludes the audit fee and the quarterly review fee of subsidiaries
in 2010 in the budget approximately Baht 5,625,000. This shall be proposed
to the 2010 Annual General Meeting of Shareholders for approval.
7. Approved the allotment of 2,000,000 additional ordinary shares, at the par
value of Baht 1 each,from the remaining 2,008,543,609 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 2009, 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 clause 2.6 (V).
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)
8. Approved the holding of the 2010 Annual General Meeting of Shareholders on
April 8, 2010 at 10.00 hours 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 2009 Annual General Meeting of
Shareholders held on April 8, 2009;
Agenda 3 To consider and certify the results of operation for 2009;
Agenda 4 To approve the balance sheet, statement of income and statement
of cash flow for fiscal year ended December 31, 2009;
Agenda 5 To approve the dividend payment for the fiscal year 2009 and
special dividend;
Agenda 6 To approve the re-appointments of retiring directors;
Agenda 7 To approve the directors' remuneration for 2010;
Agenda 8 To approve the appointment of the Company's auditors and
determine the auditors' remuneration for the year 2010;
Agenda 9 To approve the allotment of the additional ordinary shares,
reserved for exercising the right in pursuance of the ESOP
warrants to conform to the terms and conditions of the
Prospectus.
Agenda 10 To consider other matters (if any)
The Record Date on which the shareholders have the right to attend and vote in
the Company's 2010 Annual General Meeting of Shareholders will be on March 17,
2010, 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, 2010.
Please be informed accordingly
Best Regards,
-Signed-
Mr. Vikrom Sriprataks
Director
Advanced Info Services Plc.