Translation AIS 048/2003 February 25, 2003 Re: Notification of the Resolutions of the Board of Directors' Meeting No. 2/2003 regarding issuance the Employee Stock Option Plan (ESOP) Grant II, Dividend Payment and schedule of the Annual General Meeting of Shareholders for the year 2003. To: The President The Stock Exchange of Thailand Attachments : 1. Detail of the Employee Stock Option Plan Grant II 2. Capital Increase Form 3. Detail of the amendment of the details of ESOP Grant I The Board of Directors of Advanced Info Service Public Company Limited (the Company) resolved in the meeting No. 2/2003 held on February 25, 2003 at 3.00 p.m. at the Board Room, Shinawatra 1 Tower, 414 Paholyothin Road, Samsennai, Payathai, Bangkok 10400 as the following matters: 1.Certified the Minutes of the Board of Directors' Meeting No. 1/2003 held on January 17, 2003. 2.Approved the balance sheet, statement of income and cash flow statements for the year 2002 ended December 31, 2002. 3.Approved the issuance and offering of warrants to purchase the Company's ordinary shares to directors, employees, and advisors of the Company (ESOP Grant II). 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. For the first issuance in 2002, the Company issued and offered the warrants of 14,000,000 units and allocated 14,000,000 ordinary shares, at the par value of Baht 1 each, equivalent to 0.48 percent of the total paid-up capital of the Company in order to reserve for the exercise of warrants.For the second issuance, the Board of Directors resolved to approve the issuance and offering of warrants of 8,467,200 units to directors, employees and advisors of the Company and the allocation of 8,467,200 ordinary shares, at the par value of Baht 1 each,equivalent to 0.29 percent of the total paid-up capital of the Company, to reserve for the exercise of the warrants. The detail of the terms and conditions is shown in Attachment 1. 4. Approved the allocation of 8,467,200 new ordinary shares, at the par value of Baht 1 each, from the remaining 2,051 million unallocated shares to reserve for the exercise of warrants under the ESOP Grant II. 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 ESOP Grant II, including the listing of such new ordinary shares on the Stock Exchange of Thailand will be determined at the discretion of the Executive Committee or the designated person by the Board of Directors. (Attachment 2) 5. Approved, with consent from the Remuneration Committee, the allocation of warrants to the Company's directors, employees and advisors who are eligible for the warrants of exceeding 5% of the total ESOP Grant II. These directors, employees and advisors are: Name Number of Allocated Warrants Percent of Total Warrants 1. Mr. Somprasong Boonyachai 609,400 7.20 2. Mrs. Suvimon Kaewkoon 786,000 9.28 3. Ms. Yingluk Shinawatra 786,000 9.28 4. Mr. Vikrom Sripratak 579,000 6.84 6. Approved the amendment to the terms and conditions of ESOP Grant I, which is issued and offered on March 27, 2002. (Attachment 3) 7. Approved the appointment of directors and determined the directors' remuneration for the year 2003 as follows; 7.1 The retiring directors due to cease of their terms are as follows: - Mr. Boonklee Plangsiri - Mr. Somprasong Boonyachai - Mr. Arun Churdboonchart 7.2 The retiring directors having been re-appointed are as follows: - Mr. Boonklee Plangsiri - Mr. Somprasong Boonyachai - Mr. Arun Churdboonchart 7.3 The members of the Board of Directors shall be as follows: - Mr. Paiboon Limpaphayom (Ph.D.)Chairman of the Board of Directors - Mr. Boonklee Plangsiri Director - Mr. Somprasong Boonyachai Director - Mrs.Siripen Sitasuwan Director - Mr. Lum Hon Fye Director - Mr. Chow, Wing Keung Lucas Director - Mrs. Tasanee Manorot Director - Mr. Suphadej Poonpipat Director - Mr. Arun Churdboonchart Director - Mr. Boonchoo Direksathapon Director 7.4 The authorized signatories are as follows: "Mr. Boonklee Plangsiri, Mr. Somprasong Boonyachai and Mrs. Siripen Sitasuwan any two of these three directors jointly sign with the Company's seal affixed." 7.5 Approved the directors' remuneration for the fiscal year 2003 not exceeding of Baht 8,000,000. The determination of directors' remuneration for the year 2003 will be proposed to the Annual General Meeting of shareholders 2003 for further approval. 8 Approved the dividends payment for the fiscal year beginning January 1, 2002 to December 31, 2002 at Baht 1.55 each, total of Baht 4,549.25 million. The closing date of register book to determine the right to receive dividend will be on April 9, 2003, at 12.00 noon and the payment date will be on May 23, 2003. Provided that, the treasury stock is not entitled to receive the dividends. 9 Approved the appointment of auditors of PricewaterhouseCoopers ABAS Limited to be the Company's auditors for the year ended 2003 as follow: - Mr. Prasan ChuapanichCPA. No.3051 - Ms. Nangnoi Charoenthavesub CPA. No. 3044 - Mrs. Suwannee Bhuripanyo CPA. No. 3371 - Mr. Prasit Yuengsrikul CPA. No. 4174 One of these persons will be responsible for auditing and giving comments on the Company's financial statements. The auditors' remuneration shall not exceed Baht 6.74 million. 10 Approved the holding of the Annual General Meeting of Shareholders on April 29 , 2003 at 10.00 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 1Matters to be informed; Agenda 2 To consider and approve the Minutes of the Extraordinary General Meeting of Shareholders No. 2/2002 held on October 7, 2002.; Agenda 3 To consider and approve the results of operation for the year 2002; Agenda 4 To consider and approve the balance sheet, statement of income and statement of cash flow for the year 2002 ended December 31, 2002; Agenda 5 To consider and approve the appointment of directors and determine the directors' remuneration for the year 2003; Agenda 6 To consider and approve the appointment of the Company's auditors and determine the auditors' remuneration for the year ended 2003; Agenda 7 To consider and approve dividend payment to the shareholders for the fiscal year 2002; Agenda 8 To consider and approve the issuance and offering of warrants of 8,467,200 units to purchase the Company's ordinary shares to directors, employees and advisors of the Company (ESOP Grant II); Agenda 9 To consider and approve the allocation of 8,467,200 new ordinary shares, at par value of Baht 1 each in order to reserve for the exercise of warrants under the ESOP Grant II; Agenda 10 To consider and approve the allocation of warrants to directors, employees and advisors who are eligible for the warrants exceeding 5 percent of the ESOP Grant II as follows: Name Number of Percent of Total Allocated Warrants Warrants 1. Mr. Somprasong Boonyachai 609,400 7.20 2. Mrs. Suvimon Kaewkoon 786,000 9.28 3. Ms. Yingluk Shinawatra 786,000 9.28 4. Mr. Vikrom Sripratak 579,000 6.84 Agenda 11 To consider and approve the amendment to the terms and conditions of ESOP Grant I; Agenda 12 To consider other matters (if any) The Company will close the share register book to determine the shareholders who are eligible to attend and vote in the Annual General Meeting of Shareholders for the year 2003 from April 9, 2003 at 12.00 noon until the Annual General Meeting of Shareholder for the year 2003 is adjourned. Please be informed accordingly Best Regards, -Signed- Mr. Somprasong Boonyachai Director Advanced Info Services Plc. Compliance Department Tel. 02-2995221, 5226