Information Memorandum Description, Condition and Major Characteristics Debentures of Advanced Info Service Public Company Limited (AIS06NA) No.3/2001 Due 2006 Listing Date As of 26 November 2003 Trading commencement on 26 November 2003 Type of Securities Number of debentures 10,000,000 Units / Par value Baht 1,000 per unit Total value Baht 10,000 million Secondary Market The Bond Market Exchange (SET) and Thai Bond Dealing Centre Type of Debentures Unsubordinated and Unsecured Debentures with a Debentureholders' Representative in the Name-Registered Certificate Term to maturity Five years from 28 November 2001 to 28 November 2006 Offering Price Baht 1,000 per unit Coupon Rate and Interest Payment Date 5.85% per annum. The interest payment shall be paid 4 times per annum on 28 February, 28 May, 28 August and 28 November, which is every three months from the date of the issuance of debentures, throughout the term of the debentures Credit Rating AA- by TRIS Rating Co., Ltd. Major Debenture holders As of 30 October 2003, there are 1,569 Debentureholders, and the top ten major Debentureholders are as follows: Name No. of debentures % of present listing Debentures 1. SOCIAL SECURITY OFFICE 1,000,000 10.00% 2. GOVERMENT PENSION FUND 960,000 9.60% 3. GOVERMENT SAVING BANK 500,000 5.00% 4. REG. P/F ELECTRICITY GENERATING 177,750 1.78% AUTHORITY OF THAILAND 5. AMERICAN INTERNATIONAL 160,000 1.60% ASSURANCE COMPANY LIMITED- CORPORATE BOND-LIFE 6. BANGKOK BANK PUBLIC COMPANY LIMITED 130,000 1.30% 7. THI RA SOMBAT OPEN-END FUND 126,000 1.26% 8. OCEAN LIFE INSURANCE COMPANY LIMITED 113,000 1.13% 9. MRS. POONSRI TAESOPAPONG 100,000 1.00% 10. RATCHABURI ELETRICITY 100,000 1.00% GENERATING HOLDING PUBLIC COMPANY LIMITED Total 3,366,750 33.67% Registrar DBS Thai Danu Bank Public Company Limited Closing Date of the Receipt of Each InterestPayment and the Date of Redemption 1. In case of interest payment, the Company or the Registrar shall close the register of the debentures for the purpose of compiling the names of the debentureholders on the fourteenth day (including both business days and holidays) prior to each interest payment. Such register shall be closed on the period of between 12.00 hours and 13.00 hours on the relevant date. If the day of the closure of the register does not fall on a business day, the register shall be closed on the following business day. 2. In case of debenture redemption, the Company or the Register shall close the register of the debentures 14 (fourteen) days (including both business days and holidays) prior to the majority date and the last interest payment date as specified above in order to suspend the transfer of the debentures for the purpose of determining the names of the debentureholders who are entitled to receive payment of the debenture redemption. Such register shall be closed by the Register at 12.00 hours on the relevant date. If the first day of the closure of the register does not fall on a business day, the register shall be closed on the following day. Maturity Date 28 November 2006 Payment and the Redemption Date Redemption Procedures Debentureholders shall return certificates at the head office of the Registrar which shall be received by the Registrar at the latest on the maturity date. The Company shall assign the Registrar to prepare and send to the debentureholders according to the name and address appearing in the register of the debentures on the closing date of the registrar for the purpose of determining the name of the debentureholders who are entitled to receive payment of the principal together with the last interest payment in respect of the debenture redemption. Nevertheless the debentureholders may collect the said cheques at the head office of the Registrar. Call Features none Transferring Restriction none Others Major duties of the issuers: (1) The issuer will maintain the debt to equity ratio not exceeding 2:1 as specified in the Terms and Conditions. (2) The Issuer shall not pay dividend to the shareholders of the Issuer in the amount of more than 40 per cent of the net profit of that year. However, the Issuer may make annual dividend payment to its shareholders in the aggregate amount of more than 40 per cent but not exceeding 70 per cent of the net profit generated in that particular year under the conditions as follows : (a) The debt to equity ratio shall not exceed 1.50 : 1. (b) The credit rating of the Issuer as announced by Thai Rating and Information Services Co., Ltd. (TRIS) must remain at the level which is not below AA-. (c) The Issuer may make annual dividend payment in the amount which does not exceed 70 per cent of the net profit generated in a particular year under the conditions as provided in (a) and (b) above only for dividend payments from net profits earned by the Issuer in 2003, 2004 and 2005 (the Issuer may make the said dividend payment in 2006 where such payment is made from net profit earned in 2005). Details shall be in accordance with the provisions and requirements as provided in the Terms and Conditions (3) The issuer will prepare and submit a report to the Debentureholders' Representative without delay upon the occurrence of any of the events as specified in the Terms and Conditions, such as the issuer encounters severe damage, the issuer fails to make any payment to its lenders and/or bond holders (whether one or several) in the total of at least Baht 250,000,000 (Two Hundred and Fifty Million Baht), a lawsuit with the disputed amount at least Bath 250,000,000 (Two Hundred and Fifty Million Baht) is filed against the issuer, or the issuer fails to comply with any material provisions or conditions of the Debentureholders' Representative Appointment Agreement or any material provisions of the Terms and Conditions or fails to submit any report reasonably requested by the Debentureholders' Representative. Prepared By Advanced Info Service Public Company Limited