- Translation - AIS 0427/2001 July 13, 2001 Re : Notification of the Resolutions of the Board of Directors' Meeting No. 4/2001 regarding the acquisition of the major assets and the allotment of shares from the capital increase To : The President The Stock Exchange of Thailand Attachments: 1. Information memorandum regarding the connected party transactions and the acquisition of the major assets 2. Capital increase report The Board of Directors of Advanced Info Service Public Company Limited (ADVANC) resolved in the meeting no. 4/2001 held on July 13, 2001 at 3.30 p.m. at the board meeting room, 20th floor, 414 Phaholyothin Road, Phayathai 10400 which the shareholder's resolution can be concluded as follows: 1. Certified the minutes of the Board of Director's Meeting No. 3/2001 held on May 15, 2001. 2. Approve the Company's investment in Shin Digital Company Limited ("SDT") after SDT has purchased 430,986,272 shares in Digital Phone Company Limited (to be further referred to as "DPC"), from TMI Mauritius Ltd., enabling SDT to hold 97.54% of shares in DPC which is the service provider of the GSM 1800 MHz mobile phone. ADVANC will purchase 69,993 SDT shares or equivalent to 69.99% from Shin Corporation Public Company Limited ("SHIN") and 30,000 SDT shares or equivalent to 30% from SingTel Strategic Investments Pte. Ltd. ("SingTel"), at the price of Baht 5,400 each, being Baht 540 million in total. The purchase will result in ADVANC holding a 99.99% stake in SDT. The transaction is subject to the condition that AIS must provide SDT with financial support for full repayment of loan to SHIN and SingTel in the amount equivalent to Baht 17,361 million. The detail of loans from SHIN and SingTel are as follows: Unit: Baht million Creditors Existing Debts Debt incurred from Total purchases of shares TMI Maurituis Limited) (estimated) SHIN 4,348 7,805 12,153 SingTel 1,863 3,345 5,208 Total 6,211 11,150 17,361 3. Approve the Company to allot unissued shares by way of private placement in the amount of 23.5 million shares, being the total value of Baht 10,024 million by allocating to SHIN in a number of 17 million shares at the offering price of Baht 413 per share (90-day average of the price of local shares), being the total value of Baht 7,021 million, and to SingTel in a number of 6.5 million shares at the offering price of Baht 462 per share (90-day average of the price of foreign shares), being the total value of Baht 3,003 million. The allotment will result in SHIN's holding in ADVANC increasing from 40.5% to 43.05%, and SingTel's holding in ADVANC increasing from 18.63% to 19.35%. The period, method, and offering conditions will be determined by the Executive Committee and/or the designated officer authorized by the board of directors. The proceeds that ADVANC will receive from the share allotment totaling Baht 10,024 million will be lent to SDT to repay some of total debts owned to SHIN and SingTel. 4. Approve the Company to grant the loan to SDT in the amount of USD161.3 million or equivalent in other currencies (approximately Baht 7,337 million) as financial support to SDT to repay outstanding debts owed to SHIN and SingTel. 5. Approve the Company to borrow the money from financial institution(s) in the amount of USD161.3 million or equivalent in other currencies as financial support to SDT to repay outstanding debts owed to SHIN and SingTel. The terms and conditions of loans will be determined by the Executive Committee and/or the designated officer authorized by the Executive Committee. 6. Approve the appointment of Merrill Lynch Phatra Securities Co., Ltd. to be the financial advisor of ADVANC 7. Approve the amendment to Article 11 of the Articles of Association of the Company as follows: "Article 11. The company's shares are transferable without restriction, except that an aggregate amount of shares held at any time by non-Thai nationals, after the registration of the capital increase by issuing shares to Shin Corporation Public Company Limited and SingTel Strategic Investments Pte. Ltd. by way of private placement, shall not exceed 48.30% of all issued shares of the Company." Such amendment regarding the foreign holding restriction will not affect the number of shares held by existing foreign shareholders. 8. Approve the amendment to the Articles of Association of the Company by inserting Article 45 as Chapter 7 (Additional Matters) of the Articles of Association in relation to the connected party transaction and the acquisition and disposition transaction as follows: "Article 45. The Company shall comply with the laws in relation to securities and stock exchange. If the securities of the Company are listed on the Stock Exchange of Thailand, the Company shall comply with the rules and regulations, notifications, orders or requirements of the Stock Exchange of Thailand including the requirements in relation to the disclosure of information, entering into connected party transactions and the acquisition and disposition of the major assets of the Company or subsidiaries." 9. Approve the Extraordinary General Meeting of Shareholders No. 2/2001 on 20th August, 2001 at 1.30 p.m. at the Auditorium, Floor 19th, Shinawatra Tower 1, No. 414, Phaholyothin Road, Kwaeng Samsen-nai, Khet Phayathai, Bangkok. The closing date of the Company's share register book in order to fix the right of shareholders to attend and vote in the meeting will be on 31st July 2001 at 12.00 a.m. until the meeting is adjourned. The matters are as follows: Agenda No.1 Matters for Acknowledgement; Agenda No.2 To certify the minutes of the 2001 Annual General Meeting of Shareholders held on 27th April, 2001; Agenda No.3 To consider and approve the purchase of SDT shares from SHIN in a total number of 69,993 shares or equivalent to 69.99% and from SingTel in a total number of 30,000 shares or equivalent to 30%, totaling 99,993 shares or equivalent to 99.99%, at the price of Baht 5,400 each, being Baht 540 million in total. The transaction is subject to the condition that AIS must provide SDT with financial support for repayment of loan to SHIN and SingTel in the amount equivalent to Baht 17,361 million. The transaction is a connected transaction as the notification of the Stock Exchange of Thailand, which require the approval of the shareholders for decision to enter into the transaction. The transaction shall be passed by vote of not less than three-fourth of the total number of votes of the shareholders or proxies (if any) who are present at the meeting and who have the right to vote, excluding the votes of interested shareholders, SHIN and SingTel; Agenda No.4 To consider and approve the allotment of 23.5 million unissued shares amounting to Baht 10,024 million in total by way of private placement to SHIN in the number of 17 million shares at the offering price of Baht 413 per share (90-day average of the price of local shares), being Baht 7,021 million in aggregate, and to SingTel in the number of 6.5 million shares at the offering price of Baht 462 per share (90-day average of the price of foreign shares), being Baht 3,003 million. AIS must use the proceeds totaling Baht 10,024 million from the allotment of its shares for providing SDT with financial support to partially repay debts to SHIN and SingTel. The period, method, and offering conditions will be determined by the Executive Committee and/or the designated officer authorized by the board of directors. The transaction is a connected transaction as the notification of the Stock Exchange of Thailand, which require the approval of the shareholders for decision to enter into the transaction. The transaction shall be passed by vote of not less than three-fourth of the total number of votes of the shareholders or proxies (if any) who are present at the meeting and who have the right to vote, excluding the votes of interested shareholders, SHIN and SingTel; Agenda No. 5 Approve the Company to grant the loan to SDT in the amount of USD161.3 million or equivalent in other currencies (approximately Baht 7,337 million) as financial support to SDT to repay outstanding debts owed to SHIN and SingTel. The transaction is a connected transaction as the notification of the Stock Exchange of Thailand, which require the approval of the shareholders for decision to enter into the transaction. The transaction shall be passed by vote of not less than three-fourth of the total number of votes of the shareholders or proxies (if any) who are present at the meeting and who have the right to vote, excluding the votes of interested shareholders, SHIN and SingTel; Agenda No.6 To consider and approve the amendment to Article 11 of the Company's Articles of Association; Agenda No.7 To consider and approve the amendment to the Articles of Association of the Company by inserting Article 45 as Chapter 7 (Additional Matters) regarding the compliance with the rules, notifications, orders, or regulations of the Stock of Exchange of Thailand, including compliance with the regulations concerning information disclosure, connected party transactions and acquisition and disposition of major assets of the Company or subsidiaries; Agenda No.8 To consider any other business (if any). Yours faithfully, - Signed - (Mr. Somprasong Boonyachai) Director Advanced Info Service Public Company Limited