The adjustment to exercise price and exercise ratio of ESOP
31 มีนาคม 2549
-Translation-
AIS-CP 043/2006
March 30, 2006
Subject: Notification of the adjustment to exercise price and exercise
ratio of ESOP Warrants Grant I, II, III and IV
To: President
The Stock Exchange of Thailand
According to the Board of Directors' Meeting of Advanced Info Service
Public Company Limited (the "Company") No. 3/2006 held on February 27,
2006 passed a resolution to approve the dividend payment for the
second half of 2005 to shareholders at the rate of 3.30 Baht per share,
totaling 9,735 million Baht to the shareholder of the company.
Upon the resolution, the Company has announced to distribute the
dividends in excess of 50% of the net profit after income tax.
This has affected on the adjustment to 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) Grant
I, II, III and IV as stated in Clause 2.6 (v) of the Prospectus
offering the ESOP Program of the Company. The ESOP warrant holders
shall not be decreased their rights. The adjustment to exercise
price and exercise ratio of ESOP Warrants were shown as follow;
ESOP Grant I Before adjustment After adjustment
Exercise price (Baht per share) 46.160 45.324
Exercise ratio (warrant:common shares) 1:1.03927 1:1.05843
Number of shares to be allotted (shares) 1,936,076 1,921,579*
ESOP Grant II Before adjustment After adjustment
Exercise price (Baht per share) 41.741 40.985
Exercise ratio (warrant:common shares) 1:1.03927 1:1.05843
Number of shares to be allotted (shares) 4,202,575 4,243,775*
ESOP Grant III Before adjustment After adjustment
Exercise price (Baht per share) 89.435 87.816
Exercise ratio (warrant:common shares) 1:1.02633 1:1.04525
Number of shares to be allotted (shares) 8,398,898 8,641,604*
ESOP Grant IV Before adjustment After adjustment
Exercise price (Baht per share) 105.246 103.341
Exercise ratio (warrant:common shares) 1:1.01344 1:1.03213
Number of shares to be allotted (shares) 9,794,800 10,109,506*
Number of additional shares to be
allotted after adjustment of exercise
price and exercise ratio of ESOP (shares)** Total 598,612
* Calculated from the remaining of unexercised warrants
** To reserve additional shares for ESOP Grant 2,3 and 4,
excluding Grant 1 because the company has reserved
sufficient shares for ESOP Grant 1
The new exercise price and new exercise ratio shall be effective
immediately on March 30, 2006 or the first day of XD sign posting
onwards. As a result, provided that, the Company currently has
sufficiently reserved shares for the exercise of ESOP warrants.
The Company, therefore, will allot the additional shares to reserve
for the new exercise ratio of ESOP Grant I, II, III and IV in the
Annual General Meeting of Shareholders for fiscal year 2006.
Please be informed accordingly.
Yours faithfully,
-Signed-
Somprasong Boonyachai (Mr.)
Director
Advanced Info Service Public Company Limited