Information Memorandum for Connected Transaction for Advanced Info Service Public Company Limited 1. Date of Transaction The Board of Directors of Advanced Info Service Plc. (ADVANC) in the meeting No. 4/1998 passed certain resolutions on 12 November 1998 approving the acquisition of 23,999,994 ordinary shares or 99.99% of the issued share capital of Shinawatra Wireless Marketing Co., Ltd. (SWM) from Shinawatra Computer & Communication Plc. (SHIN). The transaction will be done after the board of Directors of SHIN passes the resolution to sell SWM's shares and after the approval from the shareholders of ADVANC who have no interest in the transaction. 2. Names of Parties Involved and Relationship with Listed Company Purchaser : ADVANC Vendor : SHIN Relationship between Purchaser and Vendor : SHIN is the major shareholder holding 54.34% of ADVANC, therefore SHIN is a connected person of ADVANC. 3. General Description of the Transaction According to the Notification of the Stock Exchange of Thailand re : Rules, Procedures and Disclosure of Information Concerning the Acquisition and Deposition of Assets of Listed Companies, it is found that the size of the transaction, calculated by the Asset comparison test which produced the highest of all test, is equal to 2.78%. Therefore, the transaction does not fall under this Notification. However, because this transaction is done with a connected person, it falls under the Notification of the Stock Exchange of Thailand re : Rules, Procedures and Disclosure of Connected Transaction of Listed Company. 4. Details of the Assets being Acquired Companys Name : Shinawatra Wireless Marketing Co., Ltd. (SWM) Type of Securities : Ordinary Shares Nature of Business : Trading of telecommunication equipments and dealer of mobile phone for ADVANC Registered Capital : Baht 240 million Paid-up Capital : Baht 240 million Present Board of : 1. Mr. Viravat Cholvanich Directors 2. Mr. Boonklee Plangsiri 3. Mr. Somprasong Boonyachai 4. Mr. Sanchai Thiewprasertkul 5. Mr. Chanon Suwasin Major Shareholder : SHIN holds 99.99% of paid-up share capital Number of shares to be purchase : 23,999,994 shares Percentage held before the purchase : None Percentage held after the purchase : 99.99% 5. Value of the Assets being Acquired and Payment Conditions ADVANC will pay the total consideration of not more than 700 Million Baht in cash to SHIN after the shareholder meeting passes the approve resolution to the connected transaction. 6. Details of the Connected Person and Interested Parties SHIN is a major shareholder of ADVANC holding 54.34% of the shares in ADVANC. Therefore, SHIN is a connected person of ADVANC and has no right to vote on the resolution related to the transaction. 7. Conditions to Enter into the Transaction This transaction requires a resolution of not less than three quarters of the total number of votes of shareholders (or proxies, if any) who are present at the meeting and have the right to vote, excluding the votes of interested shareholders which is SHIN. The extraordinary general meeting of the shareholders will be held on 18 December 1998.