Attachment 2: Capital Increase Report Form

27 กุมภาพันธ์ 2549
(Translation) Capital Increase Report Form Advanced Info Service Public Company Limited February 27, 2006 __________________________ We, Advanced Info Service Public Company Limited (the "Company"), hereby report on the resolution of the Board of Directors No. 3/2006, held on February 27, 2006 in respect of a share allotment as follows: 1. Capital increase The Board of Directors has approved the allotment of 10,754,300 unissued ordinary shares, at the par value of Baht 1 each, totaling Baht 10,754,300, to reserve for the exercise of warrants to be issued to the Company's directors and employees under ESOP Grant I, II, III, IV and V. 2. Allotment of new shares The Board of Directors has resolved to allocate 10,754,300 unissued ordinary shares, at the par value of 1 Baht each, totaling 10,754,300 Baht, to reserve for the exercise of warrants to be issued to the Company's directors and employees under ESOP Grant I, II, III, IV and V. 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 price Subscription Note (shares) (old:new) per share (Baht) and payment period Existing Shareholders - - - - - General public - - - - - Other persons (specify)- - - - - To reserve for the exercise of the warrant issued to directors and employees (ESOP Grant I, II, III and IV), due to the adjustment as stated in the Prospectus, approximately totaling 615,800 shares divided by Grant I - 0 - 1.03927 46.160 - - Grant II 44,400 1.03927 41.741 - - Grant III 249,300 1.02633 89.435 - - Grant IV 322,100 1.01344 105.246 - - To reserve for the 10,138,500 1:1 Exercise price is the - - exercise of the weighted average closing warrant issued to price of the Company's directors and shares traded on the employees (ESOP Stock Exchange of Thailand Grant V) during the period of 30 days prior to the day of Shareholders' Meeting. Note The details of the ESOP Grant 5 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 2,012,238,609 shares with par value of 1 Baht each, totaling 2,012,238,609 Baht. 3. Schedule for Shareholders Meeting to approve the capital increase/ allotment The 2006 Annual General Meeting of Shareholders will be held on April 24, 2006, at 10.00 a.m. at the Auditorium Room, 9th Floor, Shinnawatra Tower 3, Viphavadee Rangsit Road, Jatujak, Bangkok. The Company will close the share register book from April 4, 2006 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 and employees 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 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 the first and second half of 2005,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 615,800 additional shares to be reserved for the new exercise ratio of ESOP Grant II, III and IV, which will be comprised of 44,400 shares for Grant 2, 249,300 shares for Grant 3, 322,100 shares for Grant 4 respectively. 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 27, 2006 Board of Director's Meeting for resolution to issue warrants to the directors and employees of the Company as well as allotment of new shares for supporting the exercise of the warrants to purchase the ordinary shares. February 27, 2006 Notify the Stock Exchange of Thailand of the resolution of the Board of Directors Meeting. April 4, 2006 Close the shareholder register book for suspension of share transfer for the right to attend the Annual General Meeting of Shareholders for 2006 April 24, 2006 The holding of the Annual General Meeting of Shareholder for 2006 Within April 2006 Submit the Application for issuance and offer of the warrants to the Office of the Securities and Exchange Commission Within May 2006 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. Somprasong Boonyachai ) Director Signed -Signed- authorized director ( Mrs. Siripen Sitasuwan ) Director