Resolutions of BOD; Dividend payment, Call AGM

18 กุมภาพันธ์ 2552
-Translation- AIS-CP 012/2009 February 18, 2009 Re: Notification of the Resolutions of the Board of Directors' Meeting No. 2/2009 To: The President The Stock Exchange of Thailand Attachment: Capital Increase Report Form Advanced Info Service Plc. ("the Company") would like to inform the resolution of the Board of Directors' Meeting No. 2/2009, which is held on February 18, 2009 as the following matters: 1. Certified the Minutes of the Board of Directors' Meeting No. 1/2009 held on January 29, 2009. 2. Approved the balance sheet, statement of income and cash flow statements for the fiscal year ended December 31, 2008. 3. Approved the appointment of Mr. Ng Kwon Kee as the Director replacing Mr. Yuen Kuan Moon, who resigned from the position, effective on February 18, 2009 onwards. 4. Resolved to propose to the 2009 Annual General Meeting of Shareholders to approve the issuing and offering of debt instrument in an amount not exceeding Baht 15,000,000,000 (Baht Fifteen billion) or equivalent in other currencies. 5. Resolved to propose to the 2009 Annual General Meeting of Shareholders to approve the dividend payment for the Company's 2008 operating results to shareholders at Baht 6.30 per share. As the result of an interim dividend payment of Baht 3.00 per share, which was paid on September 10, 2008, the remaining dividend for second half operating results for 2008 is Baht 3.30 per share The Record Date to determine the right to receive dividends will be on 20 April 2009, and the share registration book closing date will be on 21 April 2009 for gathering shareholders' names under the Section 225 of the Securities and Exchange Act B.E. 2535. The Company will pay a dividend on 4 May 2009. 6. Resolved to propose to the 2009 Annual General Meeting of Shareholders to approve the re-appointment of retiring directors and determine the directors' remuneration for 2009 as details below; 6.1 The retiring directors due to cease of their terms are as follows: - Mr. Somprasong Boonyachai Vice-Chairman of the Board of Directors - Mr. Aviruth Wongbuddhapitak Chairman of the Audit Committee and Independent Director - Mrs. Tasanee Manorot Member of the Audit Committee and Independent Director - Mr. Allen Lew Yoong Keong Director 6.2 The Remuneration Committee proposed the directors' remuneration for the fiscal year 2009 for not exceeding of Baht 13,500,000 (Baht 13.5 million). This will be proposed in the 2009 Annual General Meeting of Shareholders for approval. 7. Approved the appointment of the following auditors of KPMG Phoomchai Audit Limited as the Company's auditors for 2009: - Mr. Supot Singhasaneh CPA. No. 2826 - Mr. Winid Silamongkol CPA. No. 3378 - Ms. Somboon Supasiripinyo CPA No. 3731 - Mr. Charoen Phosamritlert CPA. No. 4068 Any of the above auditors can conduct the audit and express an opinion on the Company's financial statements. In the event that none of these auditors is available, KPMG Phoomchai Audit Limited is authorized to delegate another one of its certified public accountants to conduct the audit. The Audit fee for 2009 of the Company is Baht 5,237,000 and will be proposed in the 2009 Annual General Meeting of Shareholders for approval. 8. Approved the allotment of 1,150,000 additional ordinary shares, at the par value of Baht 1 each, from the remaining 2,009,693,609 shares unallocated shares 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 dividend payments of the company for 2008, the Company has approved dividend 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 the additional shares to be reserved for the new exercise ratio of ESOP adequately. (See Attachment) 9. Approved the holding of the 2009 Annual General Meeting of Shareholders on April 8, 2009 at 14.00 p.m. at the Auditorium Room, 9th Floor, Shinawatra Tower 3, Viphavadee Rangsit Road, Chatuchak, Bangkok. The agenda to be considered and approved in the meeting are as follows; Agenda 1 Matters to be informed; Agenda 2 To certify the Minutes of the 2008 Annual General Meeting of Shareholders held on April 10, 2008; Agenda 3 To consider and certify the results of operation for 2008; Agenda 4 To approve the balance sheet, statement of income and statement of cash flow for fiscal year ended December 31, 2008; Agenda 5 To approve the issuing and offering of debt instrument in an amount not exceeding Baht 15,000,000,000 (Baht Fifteen billion); Agenda 6 To approve the dividend payment for the fiscal year 2008; Agenda 7 To approve the re-appointments of retiring directors; Agenda 8 To approve the directors' remuneration for 2009; Agenda 9 To approve the appointment of the Company's auditors and determine the auditors' remuneration for the year 2009; Agenda 10 To approve the allotment of the additional ordinary shares, reserved for exercising the right to conform to the adjustment prescribed in the Prospectus. Agenda 11 To consider other matters (if any) The Record Date on which the shareholders have the right to attend and vote in the Company's 2009 AGM will be on March 17, 2009, and the share registration book closing date for gathering shareholders' name under the Section 225 of the Securities and Exchange Act B.E. 2535 will be on March 18, 2009. Please be informed accordingly Best Regards, -Signed- Mr. Vikrom Sriprataks Director Advanced Info Services Plc.