-Translation- AIS 0346/2003 November 10, 2003 Re: Information of Memorandum Connected Transaction in relation to Advertising Fee and the Management Agreement To: The President The Stock Exchange of Thailand Advanced Info Service Public Company Limited ("the Company") would like to inform you about its connected transactions as follows: 1. the Company and its subsidiary have employed SC Matchbox Co., Ltd. as the agency to produce advertisement campaigns through various media as follows: Date of Transaction within the third quarter of 2003 Parties Involved Employers: the Company and its subsidiary Contractor: SC Matchbox Company Limited (SMB) Relationship with Shin Corporation Public Company Limited holds Listed Company 43.01% of the Company and 99.96% of SMB. General Characteristics The Company and its subsidiary have employed of the Transaction SMB as the agency to produce advertisement campaigns through various media on a freelance basis. This is because SMB is a creative advertising agency with a good understanding of the Company's products and SMB maintains strict confidentiality. The Total Value of the The Company and its subsidiary have paid net Consideration charges to SMB amounting to Baht 144 million for the third quarter of 2003. The source of payment is paid from the Company's working capital. The Basis Used to SMB' s advertising fees are comparable to other Determine the Value agency companies in the market. Connected Transaction This transaction is considered to be a connected and its Conditions transaction of listed companies prescribed in the Notification of the Stock Exchange of Thailand (SET), Re: Rules, Procedures and Disclosure of Connected Transactions of Listed Companies. The size of transaction is 0.44% of net tangible assets for the third quarter or 1.36% of net tangible assets for the nine-months of 2003 (net tangible assets as of December 31, 2002), which is over 0.03% but less than 3.00% of net tangible assets, thus the Company should report the transaction to the SET. 2. The Company will enter into the Management Agreement with Shin Corporation Public Company Limited ("SHIN") as follows: Date of Transaction Within December 2003 Parties Involved Employer: The Company Contractor: SHIN Relationship with SHIN is a major shareholder of the Company Listed Company (43.01% holding). General Characteristics the Company will employ SHIN to provide advisory of the Transaction and management for 2 years (from January 1, 2004 to December 31, 2005) as follow: * Management, Advisory, and Human Resource Management. * Financial Management, Credit Management and Risk Management. The Total Value of Management Fee is not over Baht 400 million the Consideration (Baht Four Hundred Million) of 2 years, excluding Financial Management Fee, will be paid when there is a service occurred. The Basis Used to Determine * Management Fee is based on the fee referring the Value to the standard of international companies. * Financial Management fee will be based upon actual market price transactions. Connected Transaction and This transaction is considered to be a connected its Conditions transaction of listed companies prescribed in the Notification of the Stock Exchange of Thailand (SET), Re: Rules, Procedures and Disclosure of Connected Transactions of Listed Companies. The size of transaction is 1.03% of net tangible assets of the Company as of September 30, 2003, which is over 0.03% but less than 3.00% of net tangible assets, thus the Company should report the transaction to the SET. Please be informed accordingly. Yours sincerely, -Signed- Mr. Somprasong Boonyachai Director Advanced Info Service Public Company Limited Legal & Compliance Department Tel. 0-2299-5561