-Translation- AIS 0103/2003 April 29, 2003 Subject: Notification of the Resolutions of the Annual General Meeting of Shareholders for the Year 2003 To: The President The Stock Exchange of Thailand The Annual General Meeting of Shareholders of Advanced Info Service Public Company Limited (the "Company") has resolved in the meeting held on April 29, 2003 at the Auditorium, 19th floor, Shinawatra Tower 1, No. 414 Phahonyothin Road, SamsenNai, Phayathai, Bangkok on the following matters: 1. Certified the Minutes of the Extraordinary General Meeting of Shareholders No. 2/2002 held on October 7, 2002. 2. Certified the Board of Directors' report for the fiscal year 2002. 3. Approved the Balance Sheets, Statement of Income, and Cash Flow Statements of the year 2002 ended December 31, 2002. 4. Approved the appointment of directors replacing those retired by rotation, determined the authorized signatories of the Company, and the directors' remuneration for the fiscal year 2003 as follows: 4.1 The rotated directors are as follows: - Mr. Boonklee Plangsiri - Mr. Somprasong Boonyachai - Mr. Arun Churdboonchart The rotated directors being re-elected are as follows: - Mr. Boonklee Plangsiri - Mr. Somprasong Boonyachai - Mr. Arun Churdboonchart The members of the Board of Directors will 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 Chairman of the Audit Committee - Mr. Arun Churdboonchart Member of the Audit Committee - Mr. Boonchoo Direksathapon Member of the Audit Committee 4.2 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." 4.3 The directors' remuneration for the fiscal year 2003 is up to Baht 8,000,000. The remuneration comprises salary, bonus, welfare, provident fund and meeting allowance. The meeting allowance for the Board meeting shall be paid at the rate of Baht 20,000 each to the director who represents TOT Corporation Plc and to independent directors of the Company. In addition, the independent directors who are also members of sub-committees of the Company shall also receive another Baht 20,000 except in the case of independent directors who are the chairman of sub-committees shall be paid Baht 25,000 for attending sub-committee meeting. 5. Approved the appointment of four auditors of PricewaterhouseCoopers ABAS Ltd. to be the Company's auditors for the year ended 2003 as follows: - Mr. Prasan Chuapanich CPA. No. 3051 - Ms. Nangnoi Charoenthavesub CPA. No. 3044 - Mrs.Suwannee Bhuripanyo CPA. No. 3371 - Mr. Prasit Yuengsrikul CPA. No. 4174 Any one being authorized to conduct the audit and express an opinion on the annual financial statements of the company. In the absence of the above named auditors, PricewaterhouseCoopers ABAS Limited is authorized to identify one other Certified Public Accountant with PricewaterhouseCoopers ABAS Limited to carry out the work with an audit fee for the year 2003 of up to Baht 6.74 million. 6. Approved the distribution of dividends for the fiscal year 2002 at Baht 1.55 each, totalling Baht 4,549.25 million. The closing date of share register book to determine the right to receive dividends was on April 9, 2003, at 12.00 noon and the payment date will be on May 23, 2003. 7. Approved the issuance and offering of warrants 8,467,200 units to purchase ordinary shares to directors, employees and advisors of the Company, equivalent to 0.29 percent of the total paid-up capital of the Company (ESOP Grant II). 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. Total Number of 8,467,200 units Warrants to be Offered 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 of the total paid-up shares. Warrant Allocation Allocation of warrants to the Company's directors, employees and Method 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, Baht 43.38 per share. Issuing and Offering The Company's Executive Committee will determine the date of Date 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 remainder of their allocated warrants to purchase ordinary shares three years after the warrants are issued to them, until the warrants have 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 -None- Other than those Normal Rights and Interests from Ordinary Shares However, the Executive Committee or the person that is authorized from the Board of Director empower to consider and determine any other details regarding the issuance of the Warrants including the process to obtain the approval from the related until and any other authority to undertake any action necessary and related to such issuance of the warrants. 8. Approved the allotment of 8,467,200 ordinary shares, at the par value Baht 1 each, to reserve for the exercise of warrants under the ESOP Grant II. However, the Executive Committee or the person that is authorized from the Board of Director empower to consider and determine any other details regarding the issuance of the Warrants including the process to obtain the approval from the related until and any other authority to undertake any action necessary and related to such issuance of the warrants including the registration of the capital increase in the Stock Exchange of Thailand. 9. Approved, with consent from the Remuneration Committee, the allocation of warrants to the Company's directors, employees and advisors who are eligible to be allocated of warrants exceeding 5% of the total ESOP Grant II. These directors, employees and advisors are: Name Number of Allocated Percent of Total Warrants Warrants 1. Mr. Somprasong Boonyachai 609,400 7.20 Chairman of the Executive Committee-Wireless Communications 2. Mrs. Suvimon Kaewkoon 786,000 9.28 Chief Customer Champion & Terminal Business Officer 3. Ms. Yingluk Shinawatra 786,000 9.28 President-Wireless 4. Mr. Vikrom Sripratak 579,000 6.84 Chief Technology Officer 10. Approved the amendment to the terms and conditions of ESOP Grant I in order to comply with the ESOP Grant II. Details of Grant I amendments are that any director, employee or advisor resign from the Company due to the Company's order of transfer or is no longer a director, employee or advisor of the Company by reason of death, disappearance, infirmity, or incompetence, such director, employee or advisor shall be entitled to exercise their warrants until the end of the term of the warrants in stead of the existing details of Grant I in which such director, employee or advisor will be entitled to exercise their warrants only the allowed portion and is not entitled to exercise their warrants to purchase the remaining ordinary shares that are not due. These amendments become effective on March 27, 2002 which was the issuing and offering date of ESOP Grant I. Please be informed accordingly. Yours sincerely, -Signed- Mr. Somprasong Boonyachai Director Advanced Info Service Public Company Limited