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 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 of the Board of Directors and Shareholders'meetings. The amount of warrants issued and offered in the year 2002 being 14,000,000 units, implying that 14,000,000 ordinary shares (at Baht 1 par value) reserved for the exercise of warrants,equivalent to 0.48 Percent of the paid-up capital of the Company.The amount of warrants to be issued and offered in this year 2003 is 8,467,200 units, implying that 8,467,200 ordinary shares (at Baht 1 par value) reserved for the exercise of warrants, equivalent to 0.29 Percent of the total paid-up capital of the Company. Total amount of ordinary shares reserved for the exercise of warrants under the ESOP Program I and II is equivalent to 0.77 Percent of the total paid-up capital of the Company.Details of warrants particular to ESOP Program II as set out below will be proposed to the shareholders' meeting.Meanwhile, the Company expects to use the proceeds from the exercise of rights pursuant to warrants as working capital. 2. Preliminary Details of Warrants in the Second Year Program Type of Warrants Warrants to purchase the Company's ordinary shares, in registered form and non-transferable unless by hereditary or beneficiary transfer as specified in Clause 3.4.3 (hereinafter referred to as "warrant") Total Number of Warrants to be Offered 8,467,200 units Offering Price per Unit Baht 0 (zero Baht) 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 5 years from the issue and offer date. Reserved Shares 8,467,200 shares (at the par value of Baht 1), or 0.29 percent of the total paid-up shares. Warrant Allocation Method Allocation of warrants to the Company's directors,employees and advisors and not offering through the intermediary. Exercise Ratio One warrant per one ordinary share Exercise Price 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. Issuing and Offering Date The Company's Executive Committee will determine the date of issuing and offering of warrants Exercise Period The Company's directors, employees and advisors could exercise the rights of the warrants to purchase the Company's ordinary shares 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 rights pursuant to warrants creates a fraction of share(s) less than the board lot determined by the Stock Exchange of Thailand,such fraction will be exercisable at the last exercise of rights. 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 Stock Exchange of Thailand,such fraction will be exercisable at the last exercise of rights. 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 Stock Exchange of Thailand,such fraction will be exercisable at the last exercise of rights. Rights and Interests Other -None- than those Normal Rights and Interests from Ordinary Shares 3. Other Principle and Conditions for Exercise of Warrants 3.1 Exercise Period of Warrants A holder of the warrant certificate who wishes to exercise their rights to purchase ordinary shares of the Company is required to submit an exercise notice with the Company between 9.00 a.m. and 4.00 p.m. within five business days prior to each exercise date, except for the last exercise period the exercise notice must be submitted during 15 days prior to period of the Last Exercise Period. Ordinary shares purchased in every exercise of warrants will be in whole number of a trading unit on the main board of the Stock Exchange of Thailand, except for the exercise of rights for the last exercise period. 3.2 Exercise Date and Time: Between 9.00 a.m. and 4.00 p.m. of the last business day of every month. ("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 an employee who is sent from a joint venture on a temporary term-basis operation; 3.3.2 Any selected director, employee or advisor who is beneficial to the Company (as the case may be); 3.3.3 In the case of any exception not pursuant to Clauses 3.3.1 and 3.3.2, it will be proposed to the meeting of Executive Committee for special consideration; and 3.3.4 The number of warrants as determined by the Company allocated to the respective directors, employees and/or advisors of the Company will not necessarily be in the same amount,but will be varied based on the position, work experience,years of service, performance and potential, as well as benefits providing to the Company. 3.4 Warrant Allocation Obligations between the Company and Directors, Employees and Advisors of he Company 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 are entitled to exercise their warrants until the term of warrants. 3.4.2 If any director, employee or advisor resign from the Company due to the Company's order of transfer, such director, employee or advisor are entitled to exercise their warrants until the term of warrants. 3.4.3 If any director, employee or advisor is no longer a director, employee or advisor of the Company by reason of decease, disappearance, infirmity, or incompetent, such warrants shall then pass on to the person named as executor or beneficiary of the deceased, disappeared, infirm, or incompetent director, employee or advisor, as the case may be. That person will be entitled to exercise those warrants to purchase ordinary shares of the Company until the term of warrants. 3.4.4 If any director or advisor resign from the Company prior to expiration of the term of office or any employee resign from the Company for any reason other than as specified in Clauses 3.4.1, 3.4.2, or 3.4.3 above, such director, employee and advisor shall be entitled to exercise their warrants to purchase ordinary shares of the Company only the allowed portion within three months after such director, employee and advisor resigned from their offices. Remaining warrants which any director, employee or advisor is unable to exercise for any of the reasons as stipulated in Clause 3.4.4 shall be submitted to the Company for cancellation. 3.5 In Case of Un-Exercise of Warrants If directors, employees or advisors of the Company do not exercise all or some of warrants and terms of warrants are expired, it is deemed that the directors, employees or advisors waive their rights on such un-exercised warrants. In this respect,such directors, employees or advisors shall not be entitled to claim any compensation from the Company. 3.6 Assistance from the Company in Respect of Sources of Funds for Directors,Employees and Advisors -None- 3.7 Right Adjustment The company may reserve additional common shares if the circumstances stipulated in the notification of the Securities and Exchange Commission, relating to the offer for sale of warrants to purchase common shares, occur and cause the adjustment of the rights pursuant to warrants. 4. Effects upon Shareholders from Issuance of Warrants and Offer for Sale 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 exercise price is determined as 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, which closes to the market price, the issuance and offering of warrants will not create any effect upon price dilution. However, effects upon price dilution due to the exercise of rights to purchase shares by directors, employees and advisors will be subject to the market price of the Company's shares on the day that new shares from the exercise of rights by directors, employees and advisors start trading in the Stock Exchange of Thailand. 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 = 2,935,000,000 shares (at a par value of Baht 1 each) Number of all shares from warrant exercise = 8,467,200 shares (at a par value of Baht 1 each) Total number of shares after exercise of right = 2,943,467,200 shares (at a par value of Baht 1 each) Ratio of the existing shareholders after = 99.71 percent exercise of warrants 4.3 The Amount of Reserved Shares for Exercise of Warrants Allocated to Directors, Employees and Advisors at the Rate not Exceeding 5 Percent of the Total Issued Shares on the Date of Applying for Approval of the Office Number of the total issued shares = 2,935,000,000 shares (at a par value of Baht 1 each) Number of reserved shares for the exercise = 8,467,200 shares of warrant shares to be allocated to (at a par value of Baht 1 each) directors, employees and advisors Ratio of reserved shares to total issued = 0.29 percent of the shares total issued shares 4.4 The List of All Directors (of the Company and its subsidiaries) to Be Allocated Warrants and Employees and Advisors who are eligible to be allocated Warrants at the Rate Exceeding 5 Percent of Warrant To Be Issued and Offered Name Number of Percent of Total Allocated Warrants Allocated Warrants (Unit) 1 Mr. Somprasong Boonyachai 609,400 7.20 Director and Chairman of the Executive Committee / Wireless Communications 2.Mrs. Suwimol Kaewkoon 786,000 9.28 Chief Customer Champion & Terminal Business Officer 3.Ms. Yingluck Shinawatra 786,000 9.28 President - Wireless 4.Mr. Vikrom Sriprataks 579,000 6.84 Chief Technology Officer 5.Mrs. Arpattra Sringkarrinkul 420,000 4.96 Vice President Information System Support and Director of Subsidiary 6.Mr. Sutichai Cheunchoosil 99,100 1.17 Assistant Vice President Enterprise Business and Director of Subsidiary Note:The amount of warrants to be issued and offered will be 8,467,200 units. 4.5 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. 5. Description and Conditions of Warrants Warrants issued and offered to directors, employees and advisors of the Company shall be subject to rules and conditions pursuant to the Securities and Exchange Commission Notification No. GorJor. 36/2544 Re: Offering of Newly Issued Securities to Directors or Employees dated October 19, 2001 Warrant holders are liable to pay taxes and duties pursuant to the Revenue Code and relevant laws in exercising their rights to purchase ordinary shares. 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 No. GorJor. 36/2544 dated October 19,2001 Pursuant to Clause 14 of the Notification of the SEC No. GorJor. 36/2544 dated October 19,2001, the issuance and offering of warrants to directors or employees shall to 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 5 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, Director and Chairman of the Executive Committee / Wireless Communications, is eligible to be allocated warrants 609,400 units, or 7.20 Percent of total ESOP program The number of times attending the meetings and not attending the meetings of the director during the past year. Advanced Info Service Public Company Limited No. of meetings 8 times Attending 7 times Not attending 1 times 7.2 Mrs. Suwimol Kaewkoon, Chief Customer Champion & Terminal Business Officer, is eligible to be allocated warrants 786,000 units, or 9.28 Percent of total ESOP program The number of times attending the meetings and not attending the meetings of the director during the past year. Advanced Wireless Marketing Company Limited (the Company's subsidiary) No. of meetings 6 times Attending 6 times Not attending - times 7.3 Ms. Yingluck Shinawatra, President - Wireless, is eligible to be allocated warrants 786,000 units, or 9.28 Percent of total ESOP program. The number of times attending the meetings and not attending the meetings of the director during the past year. Advanced Wireless Marketing Company Limited (the Company's subsidiary) No. of meetings 6 times Attending 6 times Not attending - times Advanced Data Network Communication Company Limited (the Company's subsidiary) No. of meetings 1 times Attending 1 times Not attending -times Advanced Contact Center Company Limited (the Company's subsidiary) No. of meetings 2 times Attending 2 times Not attending - times 7.4 Mr. Vikrom Sriprataks, Chief Technology Officer, is eligible to be allocated warrants 579,000 units, or 6.84 Percent of total ESOP program.The number of times attending the meetings and not attending the meetings of the director during the past year. Digital Phone Service Company Limited (the Company's subsidiary) No. of meetings 1 times Attending 1 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. The total amount of warrants to be issued and offered will be 8,467,200 units. Furthermore,the exercise price will be determined as the weighted average closing price of the Company's shares traded in the Stock Exchange of Thailand during the period of 30 days prior to the day of Shareholders' Meeting. Such persons mentioned in Clause 7.1 - 7.4 will not receive cash benefits when calculated from the difference between the offer price (including the exercise price) and the market price. 5 6