Translation AIS 0588/2001 November 15, 2001 Re: Notification of the Resolutions of the Board of Directors' Meeting No. 8/2001 regarding issuance the Employee Stock Option Plan (ESOP) To: The President The Stock Exchange of Thailand Attachments : 1. Detail of the Employee Stock Option Plan 2. Capital Increase Form The Board of Directors of Advanced Info Service Public Company Limited (ADVANC or the Company) resolved in the meeting No. 8/2001 held on November 13, 2001 at 10.00 a.m. at the Board Room, Shinawatra 1 Tower, 414 Paholyothin Road, Samsennai Subdistrict, Payathai District, Bangkok the following matters: 1. Certified the Minutes of the Board of Directors' Meeting No. 7/2001 held on November 8, 2001. 2. Approved the issuing and offering of warrants to purchase the Company's ordinary shares to directors, employees, and advisors of the Company. The objective of the ESOP is to compensate and motivate the directors, employees, and advisors to perform their duties in the best interests of the Company. This should in turn bring about long-term benefit to the Company, as well as retain them with the Company. The overall program consists of 5 plans during a period of 5 years. The Company will issue and offer warrants to directors, employees, and advisors of the Company once a year, for 5 consecutive years. The terms of warrants issued each year will not exceed 5 years from the date of issuance, while other details of warrants will be similar for all five issuance. The warrant issuance and allocation each year are subject to approvals in the Board of Directors and Shareholders' meetings. Total amount of warrants to be issued and offered during the 5-year period is approximately 51,400,000 units, implying that about 51,400,000 ordinary shares (at THB1 par value) are to be reserved for the exercise of rights pursuant to the warrants. These common shares account for about 1.75% of the total paid-up shares. For the first year of the program, the Board of Directors resolved to approve the issuance and offer of 14,000,000 warrants to directors, employees and advisers of the Company and the allocation of 14,000,000 ordinary shares, at the par value of Baht 1 each, equivalent to 0.48% of the Company total paid-up capital, reserve for the exercise of the warrants (the Approved ESOP). The detail of the program is shown in Attachment 1. 3. Approved the allocation of new 14 million ordinary shares, at the par value of Baht 1 each, from the remaining 2,065 million unallocated shares to reserved for the exercise of the warrants under the Approved ESOP. The Executive Committee or the person designated by the Board of Directors is authorized to determine other related details and conditions as well as taking necessary and appropriated actions in connection with the allocation of such new ordinary shares under the Approved ESOP, including the listing of such new ordinary shares on the Stock Exchange of Thailand. 4. Approved, with consent from the Remuneration Committee, the allocation of warrants to the Company's directors, employees and advisers who are eligible for the warrants of exceeding 5% of the total Approved ESOP. These directors, employees and advisers are: Name Number of % of Total Allocated Warrants Warrants 1. Mr. Somprasong Boonyachai Not exceeding 1,600,000 units Not exceeding 11.43% 2. Mr. Vikrom Sripratak Not exceeding 1,520,000 units Not exceeding 10.86% 3. Ms. Suvimon Kaewkoon Not exceeding 1,300,000 units Not exceeding 9.29% 4. Ms. Yingluk Shinawatra Not exceeding 1,250,000 units Not exceeding 8.93% 5. Mr. Songsak Premsuk Not exceeding 1,320,000 units Not exceeding 9.43% Total allocated warrants will not exceed 14 million units. 5. Approved the appointment of Siam Commercial Bank Plc. and/or other financial institution or securities company to be the subrogated securities purchaser for further warrant allocation under the Approved ESOP. The selection of the subrogated securities purchaser shall be determined by the Executive Committee or the Chairman of the Executive Committee. 6. Approved the purchasing of all ordinary shares of Digital Phone Co., Ltd. from Shin Digital Co., Ltd., the 99.99% subsidiary of the Company at cost of approximately Baht 20,300 million. The detail execution of the transaction will be determined by the Executive Committee as deemed appropriated. 7. Approved the holding of the Extraordinary General Meeting of Shareholders on December 19, 2001 at 10.30 a.m. at the Auditorium Room, 19th Floor, Shinawatra 1 Tower, 414 Paholyothin Road, Samsennai Subdistrict, Payathai District, Bangkok. The agenda to be considered and approved in the meeting are as follows; Agenda 1 Matters to be informed. Agenda 2 To consider and approve the Minutes of the Extraordinary General Meeting of Shareholders No. 3/2001 held on October 29, 2001. Agenda 3 To consider and approve the issuing and offering of warrants to purchase the Company's ordinary shares to directors, employees and advisers of the Company (the Approved ESOP) in the amount of not exceeding 14 million units. Agenda 4 To consider and approve the allocation of new 14 million ordinary shares, at par value of Baht 1 each, to reserve for the exercise of the warrants under the Approved ESOP. Agenda 5 To consider and approve the allocation of warrants to directors, employees and advisers who are eligible for the warrants of exceeding 55 of the Approved ESOP as follows: Name Number of % of Total Allocated Warrants Warrants 1. Mr. Somprasong Boonyachai Not exceeding 1,600,000 units Not exceeding 11.43% 2. Mr. Vikrom Sripratak Not exceeding 1,520,000 units Not exceeding 10.86% 3. Ms. Suvimon Kaewkoon Not exceeding 1,300,000 units Not exceeding 9.29% 4. Ms. Yingluk Shinawatra Not exceeding 1,250,000 units Not exceeding 8.93% 5. Mr. Songsak Premsuk Not exceeding 1,320,000 units Not exceeding 9.43% Agenda 6 To consider other matters (if any) The Company will close the shareholder register book to determine the shareholders who are eligible to attend and vote in the Extraordinary General Meeting of Shareholders No. 3/2001 from November 29, 2001 at 12.00 p.m. until the Extraordinary General Meeting of Shareholder No. 3/2001 is adjourned. Please be informed accordingly Best Regards, -Signatured- Mr. Somprasong Boonyachai Director Advanced Info Services Plc.