(Translation) Advanced Info Service Public Company Limited Details of the program regarding the issuance and offering of warrants to purchase ordinary shares to directors, employees and advisors of the Company (Employee Stock Option Plan - ESOP) 1. Objectives and necessities of offering securities to directors, employees and advisors of the Company The objective of the ESOP is to motivate and compensate 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 five plans during a period of five years. The Company will issue and offer warrants to directors, employees, and advisors of the Company once a year, for five consecutive years. The terms of warrants issued each year will not exceed five years from the date of issuance, while other details of warrants will be similar for all five issuance. Total amount of warrants to be issued and offered during the five year period is approximately 51,400,000 units, implying that about 51,400,000 ordinary shares (at Baht 1 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. However, the issuance and offering of warrants to directors, employees and advisors of the Company shall be approved by the shareholders' meeting and shall be in accordance with the Securities and Exchange Act, any other relevant acts or legislations. Currently, the Securities and Exchange Commission (the "SEC") has issued the Notification No. KorJor. 36/2544 Re: Offering of Newly Issued Securities to Directors or Employees dated October 19, 2001 ("Notification of the SEC") to govern such issuance and offering. The material condition in the Notification of the SEC is that the issuance and offering of warrants to directors or employees shall be completed within one year from the date of SEC's approval. Accordingly, the Company shall propose each year program in the shareholders' meeting for approval of each program during the five year period and the Company shall obtain an approval from the SEC prior to each offering. Details of warrants particular to the program in the first year, which was approved by the shareholders' meeting appear below. The Company plan to use the proceeds from the exercise of rights pursuant to warrants as working capital. 2. Preliminary Details of Warrants Type of Warrants Warrants to purchase the Company's ordinary shares, in registered form and non-transferable unless from the subrogated securities purchaser or by hereditary transfer (hereinafter referred to as the "Warrants") Total Number of Warrants to be Offered 14,000,000 units Offering Price per Unit Baht 0 (zero) Offering Period The offering shall be completed within one year from the date on which the program is approved by the SEC. Terms Not exceeding five years from issuance and offering date. Reserved Shares 14,000,000 shares (at Baht 1 par value), or 0.48 percent of the total issued shares. Warrant Allocation Method Allocation of warrants to the Company's directors, employees and advisors, or allocation of warrants to the subrogated securities purchaser for further allocation to the Company's directors, employees and advisors, which shall be determined by the Board of Directors, are subjected to the following conditions: 1. The Board of Directors shall determine the names and the number of warrants to be allocated to each of the Company's directors, employees, and advisors who are entitled to receive such warrants. However, the number of warrants to be allocated to those directors, employees, and advisors shall not exceed the number of warrants approved by the Shareholders' Meeting. 2. The Board of Directors shall submit the names and the number of warrants to be allocated to the Company's directors, employees, and advisors to the subrogated securities purchaser for further allocation. 3. Warrants held by the subrogated securities purchaser will be expired one year after the date on which the program is approved by the SEC. Exercise Ratio One warrant per one ordinary share. Exercise Price Closing price of the Company's shares traded on the SET on the business day prior to the date of the issuance and offering the warrants. Issuance and Offering Date The Company's Executive Committee shall determine the date of issuance and offering of warrants Exercise Period The Company's directors, employees and advisors could exercise the warrants as shown in the following details: First Year Directors, employees and advisors are entitled to exercise one-third of their allocated warrants to purchase ordinary shares one year after the warrants are issued to them, until the warrants are expired. In case the exercise of the warrants creates a fraction of share(s) less than the board lot determined by the Stock Exchange of Thailand (the SET"), such fraction will be exercisable at the last exercise of warrants. Second Year Directors, employees and advisors are entitled to exercise one-third of their allocated warrants to purchase ordinary shares two years after the warrants are issued to them, until the warrants are expired. In case the exercise of rights pursuant to warrants creates a fraction of share(s) less than the board lot determined by the SET, such fraction will be exercisable at the last exercise of warrants. Third Year Directors, employees and advisors are entitled to exercise the remaining of their allocated warrants to purchase ordinary shares three years after the warrants are issued to them, until the warrants are expired. In case the exercise of rights pursuant to warrants creates a fraction of share(s) less than the board lot determined by the SET, such fraction will be exercisable at the last exercise of warrants. Assistance from the Company in Respect of Sources of Funds for Directors, Employees and Advisors -None- Rights and Interests Other than those Normal Rights and Interests from Ordinary Shares -None- 3. Other Principle and Conditions for Exercise of Warrants 3.1 Exercise Period of Warrants Directors, employees and advisors of the Company have to submit their intention to exercise their warrants on the exercise date and during the exercise hours, provided that for the Last Exercise Period, the intention shall be made 15 days prior to the Last Exercise Period and can be made until the last day of the Last Exercise Period. Ordinary shares purchased in each of the warrants exercise shall be in whole number of a board lot on the main board of the SET, except for the exercise of warrants for the Last Exercise Period. The warrants exercise date shall be the last five business days of each month as shall be determined by the Executive Committee (the "Exercise Date"). 3.2 Exercise Time Between 09.00 a.m. to 4.00 p.m. of any of the Exercise Date. 3.3 Qualifications of Directors, Employees and Advisors Eligible for Warrant Allocation 3.3.1 Any director, employee or advisor of the Company with a minimum of one year of service, and not being an employee who is sent from a joint venture on a temporary term; 3.3.2 Any selected director, employee or advisor who is beneficial to the Company (as the case may be); 3.3.3 In exception to Clause 3.3.1 and 3.3.2, the case will be proposed to the Executive Committee meeting for consideration; and 3.3.4 The number of warrants allocated to respective directors, employees and advisors of the Company will not necessarily be in the same number, varied on the position, working experience, years of service, working performance and potential, as well as benefits providing to the Company. 3.4 Obligations between the Company and Directors, Employees and Advisors of the Company in Warrant Allocation 3.4.1 If any director or advisor of the Company vacate of office or any employee retire from the Company pursuant to the Company's work rules, prior to exercising the rights under the warrants, such vacated directors or advisors, retired employee shall be entitled to exercise their allocated warrants; 3.4.2 If any director, employee or advisor be transferred due to the Company's order, such director, employee or advisor shall be entitled to exercise their warrants only the allowed portion and shall not be entitled to exercise the remaining warrants which are not due; and 3.4.3 If any director, employee or advisor of the Company die or disappear, such warrants shall then pass on to the person named as executor or beneficiary of such director, employee or advisor, as the case may be. The person will be entitled to exercise their warrants only the allowed portion, and shall not be entitled to exercise the remaining warrants which are not due; and 3.4.4 If any director, employee, or advisor vacate of office for any reason other than as specified in Clause 3.4.1, 3.4.2, or 3.4.3 above, such director, employee or advisor shall be entitled to exercise their warrants only the allowed portion within three months after such director, employee or advisor vacated of office. The remaining warrants which any director, employee or advisor unable to exercise for any of the reasons as stipulated in Clause 3.4.2, 3.4.3 or 3.4.4 shall be returned to the Company for cancellation. 3.5 Un-Excercised Warrants If any director, employee or advisor of the Company do not exercise any part of warrants before expiry date, it shall be deemed that the director, employee or advisor forgo their rights on such un-excercised warrants. In this respect, such directors, employees or advisors shall not be entitled to claim any compensation from the Company. 3.6 Change in Number of Ordinary Share Reserved The Company may have to adjust the number of ordinary shares reserved for the exercise of the warrants in response to the SEC's regulations governing the issuance and offering of the warrants. 4. Effects upon Shareholders from Issuance and Offering of Warrants to Directors, Employees and Advisors of the Company on this Occasion 4.1 Effects upon price dilution due to the exercise of rights to purchase shares by directors, employees and advisors The issuance and offering of warrants will not create any effect upon price dilution because the exercise price is determined as the closing price of the Company's shares, which are traded in the Stock Market of Thailand on the Business Day prior to the day determined by the Company as the issuance and offering date. 4.2 Effects upon existing shareholders due to reduced ownership ratio or control dilution in case warrants are exercised by all directors, employees and advisors as calculated from the presently paid-up capital: Number of the total issued shares = 2,935 million shares (at a par value of Baht 1 each) Number of all shares from warrant exercise = 14 million shares (at a par value of Baht 1 each) Total number of share after warrant exercise = 2,949 million shares (at a par value of Baht 1 each) Ratio of the existing shareholders after warrant exercise = 99.53 percent 4.3 The number of reserved shares for warrant exercise allocated to directors, employees and advisors at the rate not exceeding five percent of the total issued shares on the date of applying for approval of the SEC Number of the total issued shares = 2,935 million shares (at a par value of Baht 1 each) Number of reserved shares for the warrant exercise = 14 million shares (at a par value of Baht 1 each) Ratio of reserved shares to total issued shares = 0.48 percent 4.4 Ordinary shares issued under the warrants exercised shall have the same rights and status as ordinary shares previously issued by the Company in all respects. 4.5 List of all directors (of the Company and its subsidiaries), employees and advisors who are eligible to be allocated warrants at the rate exceeding five percent of warrant to be issued and offered Name Number of Allocated % of Total Warrants Allocated Warrants (Unit) 1.Mr. Somprasong Boonyachai Director and Chairman of the Executive Committee Wireless Business not exceeding not exceeding 1,600,000 11.43% 2.Mr. Vikrom Sriprataks Director and President of Digital Phone Ltd. Subsidiaries) not exceeding not exceeding 1,520,000 10.86% 3.Mr. Suvimol Kaewkoon Director of Advanced Paging and Managing Director of Advanced Wireless Market Ltd. (Subsidiaries) not exceeding not exceeding 1,300,000 9.29% 4.Ms. Yingluck Shinawatra Senior Executive Vice President - Wireless Corporate Planing not exceeding not exceeding 1,250,000 8.93% 5. Mr. Songsak Premsuk Executive Vice President Marketing not exceeding not exceeding 1,320,000 9.43% Note: The amount of warrants to be issued and offered will not exceed 14 million units. 5. Description and Conditions of Warrants Warrants to be issued and offered to directors, employees and advisors of the Company shall be subject to rules and regulations pursuant to the Notification of the SEC. Warrant holders are liable to pay taxes and duties pursuant to the Revenue Code and relevant laws in exercising their warrants. After the Last Exercise Period, remaining warrants shall be deemed invalid and cannot be further exercised in any case. 6. Rights of Shareholders in Opposition of Offering for Sales of Warrants to Directors, Employees pursuant to Notification of the SEC Pursuant to Clause 14 of the Notification of the SEC, the issuance and offering of warrants to directors or employees shall be approved by the shareholders' meeting with votes of not less than three quarters of all votes of shareholders attending the meeting and having the right to vote, and must not be opposed by shareholders with an aggregate number of shares exceeding 10 percent of all votes of shareholders attending the meeting. In case of issuance and offering warrants to any director, or employee at the rate exceeding five percent of all warrants offered pursuant to Clause 15 (2) of the Notification of the SEC above, the shareholders' meeting will consider the offer for sale with approval on an individual basis and the resolution must have not less than three quarters of all votes of shareholders attending the meeting and having the right to vote and must not be opposed by shareholders with an aggregate number of shares exceeding five percent of all votes of shareholders attending the meeting. 7. List of Directors and Employees Eligible to be Allocated Warrants at the Rate Exceeding Five Percent of All Warrants 7.1 Mr. Somprasong Boonyachai, the Director and Chairman of the Executive Committee Wireless Business, is eligible to be allocated warrants not exceeding 1,600,000 units, or not exceeding 11.43% of total ESOP program Opinion of the Board of Directors and the Remuneration Committee Detail of Opinion of the Remuneration Committee for ESOP program as presented in the attachment. The number of times attending the meetings and not attending the meetings of the director during the past year. Number of meetings 10, Attending 10 Times, Not attending - Times 7.2 Mr. Vikrom Sriprataks, the Director and President of Digital Phone Ltd. (Subsidiaries), is eligible to be allocated warrants not exceeding 1,520,000 units, or not exceeding 10.86% of total ESOP program The number of times attending the meetings and not attending the meetings of the director during the past year. Number of meetings 6, Attending 6 Times, Not attending - Times Director of Shin Digital Co., Ltd. (Subsidiaries) The number of times attending the meetings and not attending the meetings of the director during the past year. Number of meetings 3, Attending 3 Times, Not attending - Times Opinion of the Board of Directors and the Remuneration Committee Detail of Opinion of the Remuneration Committee for ESOP program as presented in the attachment. 7.3 Ms. Suvimol Kaewkoon, the Director of Advanced Paging and Managing Director of Advanced Wireless Market Ltd. (Subsidiaries) is eligible to be allocated warrants not exceeding 1,300,000 units, or not exceeding 9.29% of total ESOP program The number of times attending the meetings and not attending the meetings of the director during the past year. Number of meetings 5, Attending 3 Times, Not attending 2 Times Managing Director of Advanced Wireless Market Co., Ltd. (Subsidiaries) Opinion of the Board of Directors and the Remuneration Committee Detail of Opinion of the Remuneration Committee for ESOP program as presented in the attachment. 7.4 Ms. Yingluck Shinawatra, the Senior Executive Vice President Wireless Corporate Planning, is eligible to be allocated warrants not exceeding 1,250,000 units, or not exceeding 8.93% of total ESOP program The number of times attending the meetings and not attending the meetings of the director during the past year. Number of meetings 2,Attending 1 Times, Not attending 1 Times Senior Executive Vice President Wireless Corporate Planning Opinion of the Board of Directors and the Remuneration Committee Detail of Opinion of the Remuneration Committee for ESOP program as presented in the attachment. 7.5 Mr. Songsak Premsuk, the Executive Vice President Marketing, is eligible to be allocated warrants not exceeding 1,320,000 units, or not exceeding 9.43% of total ESOP program Opinion of the Board of Directors and the Remuneration Committee Detail of Opinion of the Remuneration Committee for ESOP program as presented in the attachment. The total amount of warrants to be issued and offered will not exceed 14 million units. Additionally, since the exercise price will be determined as the closing price of the Company shares traded on the SET on the business day prior to the date of the issuance and offering the warrants, the eligible directors, employees and advisors named in clause 7.1 7.5 above shall not entitle to any monetary benefit from the difference between the exercise price and market price.