Resolutions of Annual General Meeting of Shareholders 2007
26 เมษายน 2550
Translation
AIS-CP 042/2007
April 25, 2007
Re: Resolutions of the 2007 Annual General Meeting of Shareholders
To: The President
The Stock Exchange of Thailand
We would like to inform you that at the 2007 Annual General Meeting of
Shareholders of Advanced Info Service Plc. (the "Company"), held on
April 25, 2007 at the Auditorium on the 9th floor of Shinawatra Tower 3,
Viphavadee Rangsit Road, Chatuchak, Bangkok, the following resolutions were
passed:
1. Certified the Company's operating results for 2006 and approved
the balance sheets, statement of income, and cash flow statements for
the year 2006, ended December 31, 2006;
The resolution of the meeting approved by the majority of all
shareholders attended in the meeting and has a right to cast the votes.
2. Approved the distribution of dividends for the second half of 2006
(July 1 - December 31, 2006) to shareholders at Baht 3.30 each to
the Company's shareholders of 2,955,463,798 shares. The closing date of
register book to determine the right to receive dividend was on April 4,
2007, at 12.00 noon and the payment date will be on May 10, 2007.
The Company's the distribution of dividends for the 2006 (including the
interim dividend payment paid from the operating results of the first
haft of 2006 at Baht 3.00 per share) is accounted to be Baht 6.30 per
share, or totally Baht 18,592 million.
The resolution of the meeting approved by the majority of all
shareholders attended in the meeting and has a right to cast the votes.
3. Approved the appointment of the following four auditors from
PricewaterhouseCoopers ABAS Ltd. ("PwC") as the Company's external
auditors for 2007:
- Mr. Suchart Leungsurasawat CPA.No. 2807
- Ms. Nangnoi Charoenthavesub CPA.No. 3044
- Mrs. Suwannee Bhuripanyo CPA.No. 3371
- Mr. Prasit Yuengsrikul CPA.No. 4174
Any one of the above auditors is authorized to conduct the audit and
express an opinion on the Company's annual financial statements. In the
event that none of these auditors is available, PwC is authorized to
delegate another one of its certified public accountants to conduct the
audit. It was recommended that the audit fee for 2007 is fixed at Baht
6.85 million for the Company and Baht 10.28 million for the Company and
its subsidiaries.
The resolution of the meeting approved by the majority of all
shareholders attended in the meeting and has a right to cast the votes.
4. Approved the re-appointment of directors to the same positions of the
following four directors who were due to retire by rotation in 2007:
4.1 The retiring directors due to cease of their terms are as follows:
- Mr. Surasak Vajasit Director, Independent Director,
Member of Audit Committee and
Member of Nomination Committee
- Mr. Suphadej Poonpipat Director
- Ms. Koh Kah Sek Director
- Mr. Allen Lew Yoong Keong Director
4.2 The retiring directors having been re-appointed are as follows:
- Mr. Surasak Vajasit Director, Independent Director,
Member of Audit Committee and
Member of Nomination Committee
- Mr. Suphadej Poonpipat Director
- Ms. Koh Kah Sek Director
- Mr. Allen Lew Yoong Keong Director
4.3 The members of the Board of Directors shall be as follows:
- Dr. Paiboon Limpaphayom Chairman of the Board of Directors
and Independent Director
- Mr. Aviruth Wongbuddhapitak Chairman of Audit Committee and
Independent Director
- Mrs.Tasanee Manorot Member of Audit Committee and
Independent Director
- Mr. Surasak Vajasit Member of Audit Committee and
Independent Director
- Mr. Suphadej Poonpipat Director
- Mr. Vasukree Klapairee Director
- Mr. Allen Lew Yoong Keong Director
- Ms. Koh Kah Sek Director
- Mr. Boonklee Plangsiri Director
- Mrs.Siripen Sitasuwan Director
- Mr. Somprasong Boonyachai Director
The resolution of the meeting approved by the majority of all
shareholders attended in the meeting and has a right to cast the votes.
5. Approved the directors' remuneration for the fiscal year 2007 not
exceeding of Baht 12,000,000. Such remuneration shall consist of monthly
retainer fee, attendance fee, and yearly bonus.
(1) Attendance fee at Baht 25,000 for each meeting
(2) The Chairman of the Company shall receive 100,000 baht per month.
(3) The Chairman of Audit Committee of the Company shall receive 75,000
baht per month. The Independent/Outside directors and Representative
under concession shall receive 50,000 baht per month.
(4) Executive directors shall not receive any remuneration as members of
the Board.
The resolution of the meeting approved by the votes of not less than two-
third of all shareholders attended in the meeting and has a right to cast
the votes.
6. Approved the plans to procure funds for the Company to provide capital
for investment in expansion of the network system, repay debentures,
which are due to be redeemed and being working capital of the Company.
In order to consider the method for the procurement of funds, the meeting
approved the empowerment of the executive committee or person who is
empowered by the Board of Directors and/or the executive committee
("Attorney") to be the authorized person to make a decision on whether
the Company shall procure funds for the Company by means of borrowing
money or issuing and offering debt instruments or a combination of both
under the following details:
(a) Approved the total credit amount in aggregate of the borrowed money
and/or issuing and offering debt instruments pursuant to the details
specified in (b) and (c) shall not exceed Baht 12,000,000,000 or
equivalent in other currencies;
(b) Approved the Company to borrow money from both domestic and/or
overseas sources in an amount of no more than Baht 12,000,000,000 or
equivalent in other currencies and empowered the Attorney to be the
authorized person to make a decision on borrowing money including
carrying out other acts relating to the borrowing of money such as
structure credit amount, tenor, conditions and details of borrowing
including negotiate, prepare, agree, execute and deliver any
agreement and other documents with respect to the borrowing including
appointing an underwriter and agent and do all other acts that the
Attorney deems necessary or desirable for the purpose of
facilitating or implementing of such borrowing;
(c) Approved the Company to issue and offer the debt instruments both
short and/or long tenor in an amount of not more than Baht
12,000,000,000 or equivalent in other currencies. The debt
instruments may be offered to the public and/or institutional
investors and/or specific investors in Thailand and/or outside
Thailand both short and/or long tenor in accordance with the relevant
notifications of the Office of the Securities and Exchange
Commission. The debt instruments may be offered in the same set or
several sets at the same time or several times. If the Company
issues and offers debt instruments on a public offering basis, it can
allot debt instruments to the existing debt instruments' holders of
the Company and/or management of the Company before offering to
general investors without waiting to see if there are any debt
instruments remaining from the subscription by other general
investors.
Approved the empowerment of the Attorney to be the authorized person
to issue and offer debt instruments including operating other acts
relating to the issue and offer of debt instruments such as
structure, determine, specify and adjust any details of the debt
instruments, for example, terms and conditions of issuer and
debentureholders, amount of the debt instruments offered in each
time, par value, interest rate, interest payment method, term,
redemption period, subscription period, offering/allocation method
including (but not limited to) amount and ratio for debt instruments
allotment, appointment of arranger/underwriter, register and/or
debentureholders' representative (if any) and the arrangement for the
listing of debt instruments on the secondary market; negotiate,
prepare, agree, execute and deliver any agreement and other documents
with respect to the issue and offer of the debt instruments; and do
all such other acts and things that the Attorney deems necessary or
desirable for the purpose of facilitating or implementing the issue
and offer of the debt instruments.
(d) Approved the empowerment of the Attorney to be the authorized person
to make decisions and carry out necessary acts relating to hedging
transactions in order to protect any risk arising from fluctuation of
interest rate and/or currency exchange rate in relation to loan
procurement under (b) and (c) above.
Approved the issue and offer of the debt instruments to be proposed
to the shareholders' meeting details of which were as proposed by the
Board of Directors in all respects. As required by law, the
shareholders' meeting shall approve the issue and offer of debenture
that is one type of the debt instruments.
The resolution of the meeting approved by the votes of not less than
three-fourths of all shareholders attended in the meeting and has a
right to cast the votes.
7 Approved the allotment of additional 1,245,000 ordinary shares, at the
par value of Baht 1 each, 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 distribution of dividends of the company for the 2006,
the Company has approved the distribution of dividends in excess of 50%
of net profit after income tax. It is necessary to adjust 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 additional 1,245,000 shares to be
reserved for the new exercise ratio of ESOP warrants.
The resolution of the meeting approved by the votes of not less than
three-fourths of all shareholders attended in the meeting and has a right
to cast the votes.
Yours faithfully,
-Signed-
Somprasong Boonyachai (Mr.)
Director
Advanced Info Services Plc.