Translation AIS 0625/2001 December 19, 2001 Subject: Notification of the Resolutions of the Extraordinary General Meeting of Shareholders No. 4/2001 regarding the Employee Stock Option Plan (ESOP) To: The President The Stock Exchange of Thailand Enclosure: Details of the Employee Stock Option Plan (ESOP) The Extraordinary General Meeting of Shareholders of Advanced Info Service Public Company Limited ("the Company") No. 4/2001, held on December 19, 2001, at 10.30 a.m., at the Auditorium Room, Shinawatra Tower 1, 414 Phaholyothin Road, Samsen Nai, Phayathai,Bangkok 10400, resolved the matters as follows: 1. Certified the Minutes of the Extraordinary General Meeting of Shareholders No. 3/2001,held on October 29, 2001; 2. Approved the issuance and offer of warrants to purchase the Company's ordinary shares to directors, employees, and advisors of the Company (ESOP); The objective of the ESOP program is to compensate and motivate directors, employees,and advisors to perform their duties in the best interests of the Company. This should in turn bring about long-term benefits to the Company. This ESOP is a 5-year continuing program. Every year for 5 consecutive years,the Company will issue and offer warrants to directors, employees, and advisors of the Company. The total number 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 par value of Baht 1 each), or approximately 1.75% of total paid-up capital, are to be reserved for the exercise of rights pursuant to the warrants. Each annual issuance and offer of warrants is subject to approval by the Shareholders Meeting. For the first year of the program, the Shareholders Meeting resolved to approve the issuance and offer of 14,000,000 warrants to directors, employees and advisors of the Company. The Meeting also resolved to approve the allocation of 14,000,000 ordinary shares, at par value of Baht 1 each, or equivalent to 0.48% of the Company's total paid-up capital, to be reserved for the exercise of warrants. Details of the ESOP program are also attached herewith. The Company's Executive Committee is authorized to consider the date to issue and offer the warrants, pursuant to this first year of ESOP program, to directors, employees and advisors of the Company. 3. Approved the allocation of 14 million new ordinary shares, at par value of Baht 1 each,from the remaining 2,065 million unallocated shares, at par value of Baht 1 each, to be reserved for the exercise of warrants under the approved ESOP program for this first year. Following the allocation of such 14 million shares, the total of 2,051 million shares, at par value of Baht 1 each, remain unallocated. The Executive Committee or the person(s) designated by the Board of Directors are authorized to determine other related details and conditions, as well as to take necessary and appropriate actions in connection with the ordinary shares reserved for the exercise of warrants under this approved ESOP program, including the listing of such new ordinary shares on the Stock Exchange of Thailand. 4. Approved, with the consent from the Remuneration Committee, the allocation of warrants to the Company's directors, employees and advisors who are eligible for over 5% of the total warrants approved in the first year of program. These directors, employees and advisors are 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% The total number of warrants to be issued and offered for the first time will not exceed 14 million units. Please be informed accordingly Best Regards, -Signatured- Mr. Somprasong Boonyachai Director Advanced Info Services Public Company Limited