esolutions of AGM 2005
31 มีนาคม 2548
Chief Customer Champion & Terminal
Business Officer
4. Mr. Vikrom Sriprataks 500,000 5.10
Chief Technology Officer
5. Mrs. Arpattra Sringkarrinkul 412,000 4.21
Director of Subsidiaries and
Executive Vice President -
Information System Support
6. Mrs.Aphivan Saipradit 76,100 0.78
Director of Subsidiaries and
Managing Director
Advanced Datanetwork Communication Co.Ltd.
7. Mr. Suthichai Cheunchoosil 72,300 0.74
Director of Subsidiary and
Assistant Vice President -
Enterprise Business
Note: The amount of warrants to be issued and offered will be
9,794,800 units.
4.5 Ordinary shares issued under the warrants exercised shall have the
same rights and status as ordinary shares previously issued by the company
in all respects.
5. Description and Conditions of Warrants
Warrants issued and offered to directors and employees of the Company
shall be subject to rules and conditions pursuant to the Securities and
Exchange Commission Notification No. GorJor. 36/2544 Re: Offering of Newly
Issued Securities to Directors or Employees dated October 19, 2001
Warrant holders are liable to pay taxes and duties pursuant to the
Revenue Code and relevant laws in exercising their rights to purchase
ordinary shares.
After the Last Exercise Period, remaining warrants shall be deemed
invalid and cannot be further exercised in any case.
6. Rights of Shareholders in Opposition of Offering for Sales of Warrants to
Directors or Employees pursuant to Notification of the SEC No. Gor.Jor
36/2544 dated October 19, 2001
Pursuant to Clause 14 of the Notification of the SEC No. GorJor. 36/2544
dated October 19, 2001, the issuance and offering of warrants to directors
or employees shall to be approved by the Shareholder's Meeting with votes of
not less than three quarters of all votes of shareholders attending the
meeting and having the right to vote and must not be opposed by shareholders
with an aggregate number of shares exceeding 10 of all votes of shareholders
attending the meeting.
In case of issuance and offering warrants to any director or employee at
the rate exceeding five of all warrants offered pursuant to Clause 15 (2) of
the Notification of the SEC above, the Shareholder's Meeting will consider
the offer for sale with approval on an individual basis and the resolution
must have not less than three quarters of all votes of shareholders
attending the meeting and having the right to vote and must not be opposed
by shareholders with an aggregate number of shares exceeding 5 of all votes
of shareholders attending the meeting.
7. List of Directors and Employees Eligible to be Allocated Warrants at the
Rate Exceeding Five of All Warrants
Name Position Number of Percent of
Allocated Total
Warrants Allocated
(Units) Warrants
7.1 Mr. Somprasong Boonyachai Director and 735,500 7.51
Chairman
of the Executive
Committee - Wireless
Communications
The number of times attending the meetings and not attending the
meetings of the director during the past year
Advanced Info Service Public Company Limited
No. of meetings 5 times Attending 5 times Not attending - times
7.2 Ms. Yingluck Shinawatra President - Wireless 650,000 6.64
Communications
The number of times attending the meetings and not attending the
meetings of the director during the past year
Advanced Datanetwork Communication Company Limited
No. of meetings 5 times Attending 5 times Not attending - times
7.3 Mrs.Suwimol Kaewkoon Chief Customer 580,000 5.92
Champion & Terminal
Business Officer
7.4 Mr. Vikrom Sriprataks Chief Technology 500,000 5.10
Officer
The number of times attending the meetings and not attending the
meetings of the director during the past year
Digital Phone Company Limited
No. of meetings 4 times Attending 4 times Not attending - times
The total amount of warrants to be issued and offered will be 9,794,800
units. Furthermore, the exercise price will be determined as the weighted
average closing price of the Company's shares traded in the Stock Exchange
of Thailand during the period of 30 days prior to the day of Shareholder's
Meeting. Such persons mentioned in Clause 7.1 - 7.4 will not receive cash
benefits when calculated from the difference between the offer price
(including the exercise price) and the market price.