Invitation to Propose Agenda and Director for AGM 2009
17 ธันวาคม 2551
-Translation-
AIS-CP 121/2008
December 16, 2008
Subject: Invitation letter to shareholders to propose agenda and name of
the Company's director at AIS's AGM 2009 in advance.
To: The President
The Stock Exchange of Thailand
Advanced Info Service Plc ("The Company") would like to inform the Stock
Exchange of Thailand that in accordance with the principle of good corporate
policy relating to the promotion of shareholders' rights, the Company is
inviting its shareholders to propose agenda at the 2009 Annual General Meeting
of Shareholders and to nominate qualified persons to be elected as the
Company's director in advance. The details and criteria are disclosed on the
Company's website http://www.investorrelations.ais.co.th. The shareholders can
submit the proposals and related documents from now until 15 January 2009.
Please be informed accordingly.
Best Regards,
-Signed-
Mr. Vikrom Sriprataks
Director
Advanced Info Services Plc.
Criteria for shareholders to propose agenda and to nominate the name
of the Company's director in advance
1) Qualification of shareholder
1.1 A shareholder or combined shareholders who hold shares at least 5% of
the Company's voting right.
1.2 Must have continuously held those shares for at least 1 year prior to
the proposed date and must hold shares on the proposed date.
2) Proposal of the AGM agenda
The proposals that will not be placed on the agenda;
2.1 The proposal that violates to the law, rules, regulations of government
agencies, other governing agencies or are not complied with the
Company's objective, the article of association, the shareholders'
resolution, and the good corporate governance of the Company.
2.2 The proposal that is not beneficial to the Company or is beneficial to
a specific person or group.
2.3 The proposal that is an authority of the Company unless it causes
significant affect to the overall shareholders.
2.4 The proposal that the Company has already operated.
2.5 The proposal that is beyond the control of the Company.
2.6 The proposal that the shareholders have already proposed in
shareholders' meeting during the past 12 months and received the
supporting votes of
less than 10% of the total number of the voting rights, unless the fact
pertaining in the resubmission has significantly changed from that of
the previous shareholders' meeting.
2.7 The proposal that the information provided is incomplete, ambiguity, or
incorrect.
3) The nomination of director
The shareholder can propose the list of qualified person to for appointment as
directors of the Company for consideration of the Board of Directors and the
shareholders' meeting. The proposal should be made in writing and specified
personal information, educational background, working experience, special
knowledge and expertise, the list of companies in which the candidate is a
director or executive, the shareholding percentage in the Company, address,
and any other information considered appropriate for the Board of Directors'
consideration including the letter of consent from the candidate if appointed
to be the Company's director.
4) Channel for submitting proposals
4.1 The shareholders must submit the proposals to the Company unofficially
via facsimile at (662) 299-5165 or Email address:
companysecretary@ais.co.th before sending the original copy to
Company Secretary
Advanced Info Service Public Company Limited
21st Floor, 414 Shinawatra Tower 1
Phaholyothin Road, Samsen Nai, Phayathai
Bangkok 10400
Thailand
4.2 Certification of shareholding: The shareholders must submit the evidence
of shares' held, namely the certified letter from the securities company
or other evidences from the Stock Exchange of Thailand or The Thailand
Securities Depositary Co., Ltd. (TSD).
4.3 Proof of identity of shareholder
1) Person: copy of valid identification card / passport (in case of
non-resident); attached with certifying signatures of the authorized
signatories.
2) Juristic person: copy of the company's affidavit and copy of valid
identification card or passport (in case of non-residents) of
authorized signatories, attached with certifying signatures of the
authorized signatories.
5) Consideration Procedures
5.1 The Company Secretary will initially review the proposal for the
Nomination and Corporate Governance Committee. If the information is
incomplete, the Company Secretary will notify the shareholders.
5.2 The Nomination and Corporate Governance Committee will consider the
agenda and candidate's qualification to propose to the Board of Directors.
5.3 If the Board of Directors agrees that any issues are significant or
beneficial to the Company or shareholders, the Board will put that
issues in the meeting agenda remarked as "agenda from shareholders"
in notice to shareholders. In the case that The Board of Directors denies
any shareholders' proposals, the Company will report those incidents and
its rationales to shareholders at the Annual General Meeting of
Shareholders.