Attachment 2 Capital Increase Report Form Advanced Info Service Public Company Limited February 25, 2003 __________________________ We, Advanced Info Service Public Company Limited (the "Company"), hereby report on the resolution of the Board of Directors No. 2/2003, held on February 25, 2003 from 3.00 p.m. to 5.00 p.m. in respect of a share allotment as follows: 1. Capital increase The Board of Directors has approved the allotment of 8,467,200 unissued ordinary shares, at the par value of 1 Baht each, totaling 8,467,200 Baht, to support the exercise of warrants, to be issued to the Company's directors, employees and advisors under ESOP Program II. 2. Allotment of new shares The Board of Directors has resolved to allot 8,467,200 unissued ordinary shares, at the par value of 1 Baht each, totaling 8,467,200 Baht, to support the exercise of warrants to be issued to the Company's directors, employees and advisors under ESOP Program II. Such allotment will be proposed to the shareholders for consideration and approval, details as follows: 2.1 The details of the allotment Allotted to Number Ratio Sale price per share Subscription Note (shares) (old : new) (Baht) and payment period Existing Shareholders - - - - - General public - - - - - Other persons (specify) - - - - - For supporting the conversion /exercise of the warrant issued to directors, employees and advisors 8,467,200 1:1 Exercise price is the - - weighted average closing price of the Company's shares traded on the Stock Exchange of Thailand during the period of 30 days prior to the day of Shareholders' Meeting Note The details of the ESOP is shown in Attachment 1. The Executive Committee or the person(s) assigned by the Board of Directors are authorized to consider and prescribe other details relevant to the issuance of the warrants, including seeking approvals from the competent authorized authorities and performing any other necessary actions related to the issuance of the warrants. 2.2 The Company's plan in case there is a fraction of shares remaining -None- 2.3 The remaining unissued shares is 2,042,532,800 shares with par value of 1 Baht each, totaling 2,042,532,800 Baht. 3.Schedule for Shareholders Meeting to approve the capital increase/ allotment The Annual General Meeting of Shareholders for the year 2003 will be held on April 29, 2003, at 10.00 a.m. at the Auditorium Room, 19th Floor, Shinnawatra 1 Tower, Paholyothin Road, Samsennai, Payathai, Bangkok 10400. The Company will close the share register book on April 9, 2003 at 12.00 p.m. in order to determine the rights of shareholders to attend and vote, until adjournment of the meeting. 4.Approval of the capital increase/ share allotment by relevant governmental agency and conditions thereto (if any) The Company will register the increase of paid-up capital at the Ministry of Commerce when the warrants to ordinary shares are exercised and seek approvals from the Stock Exchange of Thailand to list such newly issued ordinary shares as listed securities and trading in the Stock Exchange of Thailand. 5.Objectives of the capital increase and plans for utilizing proceeds received from the capital increase The Company will use the proceeds from exercise of warrants as its working capital. 6.Benefit to the Company from the capital increase/ share allotment: 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. 7.Benefit to the shareholders from the capital increase/share allotment: 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-tern benefit to the Company, as well as retain them with the Company, resulting in improvement of the Company's performance. The newly issued shares from exercise of warrants will have the same rights as that of the increased shares, previously issued, and be entitled to receive dividends from the date that their name are listed in the share register book submitted to the Ministry of Commerce. 8.Other details necessary for shareholders to approve the capital increase/share allotment: -None- 9.Action plan after the Board of Directors of the Company passed a resolution approving the capital increase or allotment of new shares: Schedule of Actions Date Actions February 25, 2003 Board of Director's Meeting for resolution to issue warrants to the directors, employees and advisers No. 2 of the Company as well as allotment of new shares for supporting the exercise of the warrants to purchase the ordinary shares. February 25, 2003 Notify the Stock Exchange of Thailand of the resolution of the Board of Directors Meeting. April 9, 2003 Close the shareholder register book for suspension of share transfer for the right to attend the Annual General Meeting of Shareholders for the year 2003 April 29, 2003 The holding of the Annual General Meeting of Shareholder for the year 2003 for resolution to issue warrants to the directors, employees and advisers No. 2 of the Company as well as allotment of new shares for supporting the exercise of the warrants to purchase the ordinary shares. April 29, 2003 Notify the Stock Exchange of Thailand of the resolution of the Shareholders' Meeting. within April 2003 Filling the Application for issuance and offer of the warrants, with the registration statement and the draft of prospectus, to the Office of the Securities and Exchange Commission May or June 2003 The Office of the Securities and Exchange Commission will inform the company about the result of consideration of the application within 45 business days of the date the Securities and Exchange Commission has received the completed documents The Company hereby certifies that the information contained in this report form is true and complete in all respects. (To be signed by the authorized directors who are authorized to sign on behalf of the Company with the Company's seal affixed) Signed -Signed- authorized director (Mr. Boonklee Plangsiri) Director Signed -Signed- authorized director (Mr. Somprasong Boonyachai) Director 5 3