Information Memorandum Description, Condition and Major Characteristics Debentures of Advanced Info Service Public Company Limited (AIS073A) No.3/2002 Due 2007 Listing Date As of 26 November 2003 Trading commencement on 26 November 2003 Type of Securities 3,000,000 debentures at the par value of Baht 1,000 per unit, totaling Baht 3,000 Million Secondary Market The Bond Market Exchange (SET) and Thai Bond Dealing Centre Type of Debentures Named Registered, Unsubordinated and Unsecured Debentures with a Debentureholders' Representative Term to maturity Five years from 21 March 2002, maturing on 21 March 2007 Offering Price Baht 1,000 per unit Coupon Rate and Interest Interest at the rate of 5.25 percent per annum to be paid Payment Date every three months from the issuance date on 21 June, 21 September, 21 December and 21 March throughout the debenture term Credit Rating AA- by TRIS Rating Co., Ltd. Major Debenture holdersAs of 30 October 2003, there are 1,090 Debentureholders, and the top ten major Debentureholders are as follows: Name No. of debentures % of present listing Debentures 1.MRS. KANNITA TAMKHONGKHA 22,000 0.73% 2.MR. NATTAPONG TANGTANTRANON 21,000 0.70% 3.SIN SOMBAT OPEN-END FUND 21,000 0.70% 4.MISS RATTANA MALEENON 20,000 0.67% 5.MRS. KITTIMA KHAEMARUNGSUN 20,000 0.67% 6.MRS. TIPPA NAKHORNSRI 20,000 0.67% 7.MRS. PANLAPA PEEKANON 20,000 0.67% 8.MRS. PHREAW PUSAYAPHAIBOON 20,000 0.67% 9.KING RAMA VIIII th 20,000 0.67% 10.PRIMAVEST SPECIFIC FLEXIBLE 2 FUND 20,000 0.67% Total 204,000 6.80% Registrar DBS Thai Danu Bank Public Company Limited Closing Date of Receipt of Each Interest Payment and the Date of Redemrtion In paying interest on the debentures, the issuer or the registrar will close the debenture register to determine the number of debenture holders being entitled to interest payment, which closing date is on the fourteenth (14th) day prior to the interest payment date of each interest period (including commercial bank business days and holidays) at any time from noon to 1.00 p.m., except that if the closing date is a commercial bank holiday, it will be postponed to the following business day. It will be deemed that debenture holders named in the debenture register as at the closing date are entitled to interest, notwithstanding whether or not after the closing date of the debenture register, the debenture may have been transferred. Regarding redemption of the debentures, the issuer or the registrar will close the debenture register to suspend transfer of debentures for a period of fourteen (14) days prior to the maturity date (and the date of last interest payment) and determine who is entitled to receive the principal for redemption of the debentures and last interest payment. The debenture register will be closed at noon on the first day of the closing period, and if such date is a commercial bank holiday, it will be postponed to the following business day at the same time Maturity Date 21 March 2007 Redemption Methods (a) In case of issuance of a debenture certificate, the debenture holder shall return the debenture certificate to the registrar at the registrar's head office not later than the maturity date, or (b) In case of being in a scripless system, Thailand Securities Depository Co., Ltd. shall inform the registrar of names and details of the debenture holders being in the scripless system as at the closing date to determine who is entitled to receive the principal for redemption of the debentures and the last interest payment to enable the registrar to record names and details of the debenture holders in the debenture registrar. The debenture holder will receive the principal, together with the last interest payment in the form of crossed-check payable to the debenture holder sent by registered mail to the debenture holder named in the debenture register as at the closing date, for the purpose of redemption of the debentures and receipt of the last interest payment. The registrar will send the said check when the debenture holder renders the debenture certificate (in case of issuance of a debenture certificate). The debenture holder however may receive a check by person at the registrar's head office only when the debenture holder renders the debenture certificate (in case of issuance of a denture certificate) is entitled to receive the same. If the maturity date is a commercial bank holiday, it will be postponed to the following day. If the debenture certificate is not returned to the registrar at the registrar's head office on the maturity date (in case of issuance of the debenture certificate), the issuer will designate the registrar to have accrued funds (the principal and the last interest payment) kept in an account for a period of one (1) year from the maturity date. Repayment of the principal for redemption of the debentures and interest of the last period shall be made by the same method as specified in the first paragraph, in the form of a crossed-check payable to the debenture holder. In case of a lapse of one (1) year, the denture holder will return the debenture certificate, together with the redemption price and interest of the last period at the issuer's head office. In this regard, no additional interest will be paid to the debenture holder for the period from the maturity date. Call Features -None- Transfer Restriction -None- Other (if any) 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 percent 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 1 10/22/2003 00:56 (2K) BANGKOK 98046 v2 [23n$02!.DOC] 10/22/2003 00:56 (2K) BANGKOK 98046 v2 [23n$02!.DOC]