Capital reduction,capital increase,dissolve of subsidiaries
11 พฤศจิกายน 2551
-Translation-
AIS-CP 115/2008
November 11, 2008
Subject: Notification of the Resolutions of the Board of Directors'
Meeting No. 6/2008
To: The President
The Stock Exchange of Thailand
The Board of Directors of Advanced Info Service Plc. ("the Company") has
resolved in the meeting No. 6/2008 held on November 11, 2008 as the following
matters:
1. Certified the Minutes of the Board of Directors' Meeting (Special Agenda)
held on October 8,2008.
2. Approved the balance sheet, statement of income, and statement of cash flow
for the third quarter of 2008 ended September 30, 2008.
3. Approved the capital reduction of Digital Phone Co., Ltd. ("DPC"), a network
operator of 1800 MHz GSM and a 98.55% subsidiary of the Company, by
reducing its registered capital from Baht 14,621,861,680 to Baht
4,386,558,504 or from par value of Baht 10 to Baht 3 without any change
in the numbers of shares. After the capital reduction, the numbers of
shares that the Company holds in DPC and its percentage of holding remain
unchanged. The objective of capital reduction is to improve DPC's capital
structure by returning excess cash to shareholders.
This transaction is not considered the connected transaction and does not
trigger the reporting requirement for the acquisition and disposition of
assets of listed companies under the SET notification.
4. Approved the capital increase in Advanced Wireless Network Co., Ltd. (AWN),
a 99.93% subsidiary of the Company, from Baht 1 million divided into 10,000
shares at par value of Baht 100 each to Baht 350 million divided into 3.5
million shares without any change in par value. The newly issued capital of
Baht 349 million, divided into 3.49 million shares shall be issued and
offered to the Company. After the capital increase, the Company will hold
3,499,993 shares in AWN and the percentage of holding will increase to
99.99%. The proceed from capital increase will be reserved for future
investment.
This transaction is not considered the connected transaction and does not
trigger the reporting requirement for the acquisition and disposition of
assets of listed companies under the SET notification.
5. Approved the dissolution of Data Network Solutions Co., Ltd. (DNS),
a service provider of online data communication via telephone landlines
in provincial area, and a 49.00% subsidiary of the Company. DNS had not
been operating its business for several years.
Therefore, the dissolution of DNS has not affected the Company's business
operation.
6. Approved the amendments of the Company's corporate governance policy
to align with good practices and guidelines recommended by regulators.
The examples of amended issues are a) the Company shall have independent
directors at least one-third of the Board and not less than 4 persons
(previously, only at least one-third of the Board) and b) increase the scope
of duties of the Nomination and Governance Committee to supervise an
implementation of the goodcorporate governance policy.
Please be informed accordingly
Yours faithfully,
-Signed-
Mr. Vikrom Sriprataks
Director
Advanced Info Services Plc.
Compliance Department
Tel: 02-687-4278, 02-615- 3277