Information Memorandum Description, Condition and Major Characteristics Amortizing Debentures of Advanced Info Service Public Company Limited (AIS07OA) No.4/2002 Due 2007 Listing Date As of 26 November 2003 Trading commencement on 26 November 2003 Type of Securities Number of debentures 5,000,000 Units / Par value Baht 1,000 per unit Total value Baht 5,000 million Secondary Market The Bond Market Exchange (SET) and Thai Bond Dealing Centre Type of Debentures Unsubordinated and Unsecured Amortising Debentures with a Debentureholders' Representative in the Name- Registered Certificate Term to maturity 5 years from 21 October 2002, maturing on 21 October 2007 Offering Price Baht 1,000 per unit Coupon Rate and Interest Payment Date 3.65% per annum. The interest payment shall be paid every six months on 21 April and 21 October from the date of the issuance of debentures throughout the term of the Debentures Amortization Schedule 5 equal instalment, starting on 21 October 2005. The last instalment will be made on maturity date. Details are as follow: (Unit : Baht) No. Date Principal Outstanding Repayment Amount 1 21 October 2005 200 800 2 21 April 2006 200 600 3 21 October 2006 200 400 4 21 April 2007 200 200 5 21 October 2007 200 0 Credit Rating AA- by TRIS Rating Co., Ltd. Major Debenture holders As of 30 October 2003, there are 249 Debentureholders, and the top ten major Debentureholders are as follows: Name No. of debentures % of present listing Debentures 1. GOVERNMENT PENSION FUND 770,000 15.40% 2. AIA-BOND-LIFE 380,000 7.60% 3. NATIONAL FINANCE PLC. 342,240 6.84% 4. AJF STAR MULTIPLE FUND 318,000 6.36% 5. GOVERNMENT SAVINGS BANK 300,000 6.00% 6. GOVERNMENT PENSION FUND BY 240,000 4.80% KASIKORN ASSET MANAGEMENT 7. BARCLAYS CAPITAL SECURITIES 190,000 3.80% (THAILAND) LTD. 8. RATCHABURI HOLDING PLC. 150,000 3.00% 9. TM,B CORPORATE BOND FUND 108,000 2.16% 10.AJF STAR PLUS FUND 90,000 1.80% Total 2,888,240 57.76% Registrar Siam Commercial Bank Public Company Limited Closing Date of the Receipt of Each Interest The Company shall, for the purposes of determining the names and rights of debentureholders entitled to the receipt of interest, principal, benefits or any other remuneration or to determine the names and rights of the debentureholders to attend meetings, (as the case may be), cause the Registrar to close the register and suspend the transfer of debentures for a period of 14 (fourteen) days prior to any interest payment date, principal payment date, or the date of any meeting of the debentureholders, as the case may be. If the first day of the closure of the register in not a business day, the register shall be closed from 12:00 hours on the first day of the closure of the register. The relevant date for determining the rights of debentureholders to the receipt of interest, principal, benefits or any other remuneration or in respect of the right of the debentureholders to attend meetings, (as the case may be), shall be the first business day of the closure of the register. Maturity Date 21 October 2007 Payment and the Redemption Date Redemption Procedures 1. General cases: The Company shall pay the principal and/or interest under the debentures to the debentureholder by means of a crossed check marked "A/C payee only" in the name of the debentureholder dated on a business day that the Company is required to make such repayment and shall be sent by registered post in advance to the debentureholders at their address appearing in the register. In this regard, for the last principal repayment, the Company shall not be required to make payment until the debentureholder shall surrender the certificate at the head office of the Company. The debentureholder may surrender the certificate prior the due date and the Company shall issue a written acknowledgement of receipt thereof as evidence. 2. The case where the debentures are held by the Securities Depository Center on behalf of the debentureholders: The Company shall pay the principal and/or interest under the debentures to the persons whose name are notified by the Securities Depository Center to the Company and/or the Registrar as being holders of the amounts of debentures entered in the register in the name of the Securities Depository Center by means of a cross check marked "A/C payee only" in the name of the debentureholder dated on a business day that the Company is required to make such repayment and shall be sent by registered post in advance to the debentureholders at their addresses appearing in the register. However, the Company is not required to make payment for the last principal repayment until it has received from the Securities Depository Center the certificate or the written acknowledgement of receipt used in lieu of the certificate which may be delivered by the Securities Depository Center before the due date for payment, and the Company shall issue a written evidence of the receipt thereof. The Company shall assign the Registrar to prepare and send a crossed check marked "A/C payee only" to the debentureholders according to the name appearing in the register for the purpose of determining the name of the debentureholders who are entitled to receive payment of 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 70 per cent of the net profit of that year. (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