Translation CP-AIS 011/2004 February 19, 2004 Re: Notification of the Resolutions of the Board of Directors' Meeting No. 2/2004 regarding issuance the Employee Stock Option Plan (ESOP) Grant III, Dividend Payment and schedule of the Annual General Meeting of Shareholders for the year 2004. To: The President The Stock Exchange of Thailand Attachments: 1. Detail of the Employee Stock Option Plan Grant III 2. Capital Increase Form 3. Information of Memorandum on Connected Transaction in relation to Advertising Fees and SAP Computer System Service Agreements The Board of Directors of Advanced Info Service Public Company Limited (the Company) resolved in the meeting No. 2/2004 held on February 19, 2004 at the Board Room, Shinawatra 1 Tower, 414 Paholyothin Road, Samsennai, Payathai, Bangkok 10400 as the following matters: 1. Certified the Minutes of the Board of Directors' Meeting No. 1/2004 held on January 21, 2004. 2. Approved the balance sheet, statement of income and cash flow statements for the year 2003 ended December 31, 2003. 3. Approved the issuance and offering of warrants to purchase the Company's ordinary shares to directors, employees, and advisors of the Company (ESOP Grant III). The objective of the ESOP is to compensate and motivate the directors, employees, and advisors to perform their duties in the best interests of the Company. This should in turn bring about long-term benefit to the Company, as well as retain them with the Company. The overall program consists of 5 plans during a period of 5 years. The Company will issue and offer warrants to directors, employees, and advisors of the Company once a year, for 5 consecutive years. The terms of warrants issued each year will not exceed 5 years from the date of issuance, while other details of warrants will be similar for all five issuance. The Company has issued and offered ESOP for the first and the second issuances in 2002 and 2003 respectively For the third issuance, the Board of Directors resolved to approve the issuance and offering of warrants of 8,999,500 units to directors, employees and advisors of the Company and the allocation of 8,999,500 ordinary shares, at the par value of Baht 1 each, equivalent to 0.31 percent of the total paid-up capital of the Company, to reserve for the exercise of the warrants. The detail of the terms and conditions is shown in Attachment 1. 4. Approved the allocation of 8,999,500 new ordinary shares, at the par value of Baht 1 each, from the remaining 2,042.53 million unallocated shares to reserve for the exercise of warrants under the ESOP Grant III. Other related details and conditions as well as taking necessary and appropriated actions in connection with the allocation of such new ordinary shares under the ESOP Grant II, including the listing of such new ordinary shares on the Stock Exchange of Thailand will be determined at the discretion of the Executive Committee or the designated person by the Board of Directors. (See Capital Increase Report Form) 5. Approved, with consent from the Remuneration Committee, the allocation of warrants to the Company's directors, employees and advisors who are eligible for the warrants of exceeding 5% of the total ESOP Grant III. These directors, employees and advisors are: Name Number of Percent of Allocated Total Warrants Warrants 1. Mr.Somprasong Boonyachai 914,300 10.16 2. Mrs.Suvimon Kaewkoon 676,000 7.51 3. Ms.Yingluk Shinawatra 676,000 7.51 4. Mr.Vikrom Sripratak 606,400 6.74 5. Mr.Kittsanan Ngamphathipong 537,000 5.97 6. Mrs.Arpattra Sringkarrinkul 487,100 5.41 6. Approved the allotment of the additional ordinary shares reserved for exercising the right in pursuance with the ESOP warrants Grant 1 and 2 due to the entering into terms and conditions of the Prospectus. (See Capital Increase Report Form) The Board of Directors' Meeting of the Company No.4/2003 held on August 7, 2003 passed a resolution to approve the interim dividend payment for the first half of year 2003 to shareholders at the rate of two Baht per share. Upon the resolution, the Company announced to distribute the dividends in excess of 50% of the net profit after income tax. This affected on exercise price and exercise ratio of warrants to purchase the Company's ordinary shares, which were offered to directors, employees, and advisors of the Company (ESOP) Grant I & II, as stated in Clause 2.6 (v) of the Prospectus. The ESOP warrant holders shall not be decreased their rights. The new exercise price and new exercise ratio were been effective on in August, 2003. The Company, therefore, will allot the additional shares to reserve for the new exercise ratio of ESOP Grant I & II totaling 125,591 shares, comprising of 78,260 shares for Grant 1 and 47,331 shares for Grant 2. 7. Approved the appointment of directors and determined the directors' remuneration for 2004 as follows; 7.1 The retiring directors due to cease of their terms are as follows: - Mrs.Tasanee Manorot - Mr. Suphadej Poonpipat - Mr. Boonchoo Direksathapon 7.2 The retiring directors having been re-appointed are as follows: - Mrs.Tasanee Manorot - Mr. Suphadej Poonpipat - Mr. Boonchoo Direksathapon 7.3 The members of the Board of Directors shall be as follows: - Mr.Paiboon Chairman of the Limpaphayom (Ph.D.) Board of Directors - Mr.Boonklee Director Plangsiri - Mr.Somprasong Director Boonyachai - Mrs.Siripen Director Sitasuwan - Mr.Lum Hon Fye* Director - Mr.Chow, Wing Keung Lucas Director - Mrs.Tasanee Manorot Director - Mr. Suphadej Poonpipat Director - Mr. Arun Churdboonchart Director - Mr. Boonchoo Direksathapon Director * The Board of Directors has approved the appointment of Mr. Lim Chuan Poh,the representative director of Singapore Telecom Company, to replace Mr. Lum Hon Fye who resigned from the Company's director to comply with Share Purchase Agreement with effect after registration with Ministry of Commerce. 7.4 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." 7.5 Approved the directors' remuneration for the fiscal year 2004 not exceeding of Baht 10,000,000. The determination of directors' remuneration for 2004 will be proposed to the Annual General Meeting of shareholders 2004 for further approval. 8 Approved the dividends payment for the second half of 2003 (July 1 - December 31, 2003) to shareholders at Baht 2.10 each, totaling about Baht 6,167 million. The closing date of register book to determine the right to receive dividend will be on April 5, 2004, at 12.00 noon and the payment date will be on May 20, 2004. Provided that, the treasury stock is not entitled to receive the dividends. The Company's dividends payment of the entire year 2003 (including the interim dividend payment paid from the operating results in the first haft of 2003 at Baht 2 per share, which is Baht 5,869 million in total) is accounted to be Baht 4.10 per share, or totally about Baht 12,036 million. 9 Approved the appointment of auditors of PricewaterhouseCoopers ABAS Limited to be the Company's auditors for the year ended 2004 as follow: - Mr. Prasan Chuapanich CPA. No.3051 - Ms. Nangnoi Charoenthavesub CPA. No. 3044 - Mrs. Suwannee Bhuripanyo CPA. No. 3371 - Mr. Prasit Yuengsrikul CPA. No. 4174 One of these persons will be responsible for auditing and giving comments on the Company's financial statements. The auditors' remuneration for quarterly and yearly auditing shall not exceed Baht 3.65 million. 10 Approved the holding of the Annual General Meeting of Shareholders on April 23, 2004 at 10.00 a.m. at the Auditorium Room, 19th Floor, Shinawatra 1 Tower, 414 Paholyothin Road, Samsennai Subdistrict, Payathai District, Bangkok. The agenda to be considered and approved in the meeting are as follows; Agenda 1 Matters to be informed; Agenda 2 To consider and certify the Minutes of the Annual General Meeting of Shareholders 2003 held on April 29, 2003.; Agenda 3 To consider and certify the results of operation for the year 2003; Agenda 4 To consider and approve the balance sheet, statement of income and statement of cash flow for the year 2003 ended December 31, 2003; Agenda 5 To consider and approve the appointment of directors and determine the directors' remuneration for 2004; Agenda 6 To consider and approve the appointment of the Company's auditors and determine the auditors' remuneration for the year ended 2004; Agenda 7 To consider and approve dividend payment to the shareholders for the fiscal year 2003; Agenda 8 To consider and approve the issuance and offering of warrants of 8,999,500 units to purchase the Company's ordinary shares to directors, employees and advisors of the Company (ESOP Grant III); Agenda 9 To consider and approve the allocation of 8,999,500 new ordinary shares, at par value of Baht 1 each in order to reserve for the exercise of warrants under the ESOP Grant III; Agenda 10 To consider and approve the allocation of warrants to directors, employees and advisors who are eligible for the warrants exceeding 5 percent of the ESOP Grant III as follows: Name Number of Percent of Allocated Warrants Total Warrants 1.Mr.Somprasong Boonyachai 914,300 10.16 2.Mrs.Suvimon Kaewkoon 676,000 7.51 3.Ms.Yingluk Shinawatra 676,000 7.51 4.Mr.Vikrom Sripratak 606,400 6.74 5.Mr.Kittsanan Ngamphathipong 537,000 5.97 6.Mrs.Arpattra Sringkarrinkul 487,100 5.41 Agenda 11 To consider and approve the allotment of the additional ordinary shares reserved for exercising the right in pursuance with the ESOP warrants Grant 1 and 2 due to the entering into terms and conditions of the Prospectus. Agenda 12 To consider other matters (if any) The Company will close the share register book to determine the shareholders who are eligible to attend and vote in the Annual General Meeting of Shareholders for the year 2004 from April 5, 2004 at 12.00 noon until the Annual General Meeting of Shareholder for the year 2004 is adjourned. Please be informed accordingly Best Regards, -Signed- Mr. Somprasong Boonyachai Director Advanced Info Services Plc. Group Compliance Tel. 02-2995561