Notification of the Resolutions of 2010 AGM
09 เมษายน 2553
-Translation-
AIS-CP 038/2010
April 8, 2010
Subject: Notification of the Resolutions of the 2010 Annual General Meeting
of Shareholders
To: The President
The Stock Exchange of Thailand
Advanced Info Service Plc. ("the Company") would like to inform the
resolutions of the 2010 Annual General Meeting of Shareholders , held on April
8, 2010 at the Auditorium Room, 9th floor, Shinawatra Tower 3, Vibhavadee
Rangsit Road, Chatuchak, Bangkok 10900 as the following matters:
1. Certified the Minutes of the 2009 Annual General Meeting of Shareholders
which was held on April 8, 2009.
The meeting has approved this agenda by simple majority vote as follows:
Approved 2,529,378,400 votes equivalent to 99.85%,
Disapproved 0 vote equivalent to 0.00%,
Abstained 3,739,902 votes equivalent to 0.15%.
of the total number of shareholders attending and eligible to vote.
2. Approved the balance sheet, statement of income and statement of cash flow
for the fiscal year ended December 31, 2009.
The meeting has approved this agenda by simple majority vote as follows:
Approved 2,527,329,200 votes equivalent to 99.71%,
Disapproved 0 vote equivalent to 0.00%,
Abstained 7,224,602 votes equivalent to 0.29%.
of the total number of shareholders attending and eligible to vote.
3. Approved the dividend payment for the fiscal year 2009 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 10,2009, the remaining dividend
for second half operating results for 2009 is Baht 3.30 per share.
In addition, the Meeting also approved an additional dividend at the rate of
Baht 5.00 per share. This is due to the Company has excess liquidity and it
expects that there is no major investment plan in the near future.
The share registration book closing date to determine a right to receive
dividends will be on April 20, 2010 and dividend payment date will be on
April 30, 2010.
The meeting has approved this agenda by simple majority vote as follows:
Approved 2,531,754,400 votes equivalent to 99.75%,
Disapproved 7,100 votes equivalent to 0.00%,
Abstained 6,314,102 votes equivalent to 0.25%.
of the total number of shareholders attending and eligible to vote.
4. Approved the re-appointment of retiring directors as details below:
4.1) Mr. Surasak Vajasit Member of the Audit Committee,
Independent Director, and Member of
Nomination and Corporate Governance
Committee
The meeting has approved this agenda by simple majority vote as follows:
Approved 2,526,151,023 votes equivalent to 99.53%,
Disapproved 11,908,777 votes equivalent to 0.47%,
Abstained 125,802 votes equivalent to 0.00%.
of the total number of shareholders attending and eligible to vote.
4.2) Mr. Suphadej Poonpipat Director
The meeting has approved this agenda by simple majority vote as follows:
Approved 2,282,475,823 votes equivalent to 89.93%,
Disapproved 230,870,877 votes equivalent to 9.10%,
Abstained 24,838,902 votes equivalent to 0.98%.
of the total number of shareholders attending and eligible to vote.
4.3) Mr. Yeo Eng Choon Director
The meeting has approved this agenda by simple majority vote as follows:
Approved 2,523,490,223 votes equivalent to 99.42%,
Disapproved 14,550,077 votes equivalent to 0.57%,
Abstained 145,302 votes equivalent to 0.01%.
of the total number of shareholders attending and eligible to vote.
5. Approved the directors' remuneration for fiscal year 2010 of not exceeding
of Baht 13,500,000. Such remuneration consists of monthly retainer fee,
meeting allowance and annual allowance.
The meeting has approved this agenda by not less than two-thirds as follows:
Approved 2,513,702,173 votes equivalent to 99.04%,
Disapproved 20,695,927 votes equivalent to 0.82%,
Abstained 3,787,502 votes equivalent to 0.15%.
of the total number of shareholders attending and eligible to vote.
6. Approved the appointment of the Company's auditors: KPMG Phoomchai Audit
Limited and the following four auditors for the year 2010:
- Mr. Supot Singhasaneh CPA. No. 2826
- Mr. Winid Silamongkol CPA. No. 3378
- Ms. Somboon Suprsiripinyo 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 KPMG Phoomchai Audit Limited to conduct the audit.
The Audit fee and the quarterly review fee for 2010 of the Company are in
the amount of Baht 3,932,000.
The meeting has approved this agenda by simple majority vote as follows:
Approved 2,534,346,200 votes equivalent to 99.85%,
Disapproved 118,000 votes equivalent to 0.00%,
Abstained 3,721,402 votes equivalent to 0.15%.
of the total number of shareholders attending and eligible to vote.
7. Approved the allotment of 2,000,000 additional ordinary shares, at the par
value of Baht 1 each, from the remaining 2,008,543,609 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 dividends payments of the company for 2009, the Company has
approved dividends payments in excess of 50% of net profit after income tax
in its consolidated financial statements. 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.
The meeting has approved this agenda by not less than three-fourths as
follows:
Approved 2,413,941,714 votes equivalent to 95.10%,
Disapproved 120,467,974 votes equivalent to 4.75%,
Abstained 3,805,902 votes equivalent to 0.15%.
of the total number of shareholders attending and eligible to vote.
Please be informed accordingly.
Yours faithfully,
-Signed-
Mr. Vikrom Sriprataks
Director
Advanced Info Service Plc.