Capital Increase Report Form
20 กุมภาพันธ์ 2547
(Translation)
Capital Increase Report Form
Advanced Info Service Public Company Limited
February 19, 2004
__________________________
We, Advanced Info Service Public Company Limited
(the "Company"), hereby report on the resolution
of the Board of Directors No. 2/2004, held on
February 19, 2004 in respect of a share allotment
as follows:
1.Capital increase
The Board of Directors has approved the
allotment of 9,125,091 unissued ordinary shares,
at the par value of Baht 1 each, totaling Baht
9,125,091, to reserve for the exercise of warrants
to be issued to the Company's directors, employees
and advisors under ESOP Grant I, II and III.
2.Allotment of new shares
The Board of Directors has resolved to allocate
9,125,091 unissued ordinary shares, at the par value
of 1 Baht each, totaling 9,125,091 Baht, to reserve
for the exercise of warrants to be issued to the
Company's directors, employees and advisors under
ESOP Grant I, II and III. The allotment 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 period
(Baht)
Existing
Shareholders - - - - -
General
public - - - - -
Other
persons
(specify) - - - - -
To reserve
for the
exercise of
the warrant
issued to
directors,
employees
and advisors
(ESOP Grant
I and II),
due to the
adjustment
as stated in
Clause 2.6
(v) of the
Prospectus,
totaling
125,591
shares
divided by
Grant I 78,260 1:1.00559 47.733 - -
Grant II 47,331 1:1.00559 43.139 - -
To reserve
for the
exercise of
the warrant
issued to
directors,
employees
and advisors
(ESOP Grant
III) 8,999,500 1:1 Exercise price - -
is the weighted
average closing
price of the
Company's shares
traded on the
Stock Exchange
of Thailand
during the
period of 30
days prior to
the day of
Shareholders'
Meeting.
Note The details of the ESOP are shown in Attachment 1.
The Executive Committee or the person (s) designated
by the Board of Directors are authorized to determine
other related details and conditions as well as taking
necessary and appropriated actions in connection with
the issuance of the warrants, including seeking
approvals from the competent authorized authorities.
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 2,033,407,709
shares with par value of 1 Baht each, totaling
2,033,407,709 Baht.
3.Schedule for Shareholders Meeting to approve the
capital increase/ allotment
The Annual General Meeting of Shareholders for the year
2004 will be held on April 23, 2004, at 10.00 a.m. at
the Auditorium, 19th floor, Shinnawatra 1 Tower,No.414
Paholyothin Road, Samsennai, Payathai, Bangkok 10400.
The Company will close the share register book from
April 5, 2004 at 12.00 noon in order to determine the
rights of shareholders to attend and vote, until
adjournment of the meeting.
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:
The objective of the ESOP is to compensate and motivate
the directors, employees, and advisors to perform their
duties in the best interests of the Company. This should
in turn bring about long-term benefit to the Company,
as well as retain them with the Company.
7.Benefit to the shareholders from the capital
increase/share allotment:
The objective of the ESOP is to compensate and motivate
the directors, employees, and advisors 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:
The Board of Directors' Meeting of Advanced Info Service
Public Company Limited (the "Company") No. 4/2003 held
on August 7, 2003 passed a resolution to approve the
interim dividend payment for the first half of year2003
to shareholders at the rate of two Baht per share.
Upon the resolution, the Company announced to distribute
the dividends in excess of 50% of the net profit after
income tax. This affected on exercise price and exercise
ratio of warrants to purchase the Company's ordinary
shares, which were offered to directors, employees, and
advisors of the Company (ESOP) Grant I & II, as stated
in Clause 2.6 (v) of the Prospectus. The ESOP warrant
holders shall not be decreased their rights.
The new exercise price and new exercise ratio were been
effective on in August, 2003 (the details are shown in
table 2.1). The Company, therefore, will allot the
additional shares to reserve for the new exercise ratio
of ESOP Grant I & II totaling 125,591 shares.
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 19, 2004 Board of Director's Meeting for
resolution to issue warrants to
the directors, employees and
advisers of the Company as well
as allotment of new shares for
supporting the exercise of the
warrants to purchase the or
dinary shares.
February 19, 2004 Notify the Stock Exchange of
Thailand of the resolution of
the Board of Directors Meeting.
April 5, 2004 Close the shareholder register
book for suspension of share
transfer for the right to attend
the Annual General Meeting of
Shareholders for the year 2004
April 23, 2004 The holding of the Annual General
Meeting of Shareholder for the
year 2004
within April 2004 Submit the Application for issuance
and offer of the warrants to the
Office of the Securities and
Exchange Commission
within May 2004 The Office of the Securities and
Exchange Commission will inform
the company about the result of
consideration of the application
within 45 business days of the
date the Securities and Exchange
Commission has received the completed
documents
The Company hereby certifies that the information contained
in this report form is true and complete in all respects.
Signed -Signed authorized director
(Mr. Boonklee Plangsiri)
Director
Signed -Signed- authorized director
(Mr. Somprasong Boonyachai)
Director