Capital Increase Report Form

20 February 2004
(Translation) Capital Increase Report Form Advanced Info Service Public Company Limited February 19, 2004 __________________________ We, Advanced Info Service Public Company Limited (the "Company"), hereby report on the resolution of the Board of Directors No. 2/2004, held on February 19, 2004 in respect of a share allotment as follows: 1.Capital increase The Board of Directors has approved the allotment of 9,125,091 unissued ordinary shares, at the par value of Baht 1 each, totaling Baht 9,125,091, to reserve for the exercise of warrants to be issued to the Company's directors, employees and advisors under ESOP Grant I, II and III. 2.Allotment of new shares The Board of Directors has resolved to allocate 9,125,091 unissued ordinary shares, at the par value of 1 Baht each, totaling 9,125,091 Baht, to reserve for the exercise of warrants to be issued to the Company's directors, employees and advisors under ESOP Grant I, II and III. The allotment will be proposed to the shareholders for consideration and approval,details as follows: 2.1 The details of the allotment Allotted to Number Ratio Exercise Subscription Note (shares)(old:new) price per and payment share period (Baht) Existing Shareholders - - - - - General public - - - - - Other persons (specify) - - - - - To reserve for the exercise of the warrant issued to directors, employees and advisors (ESOP Grant I and II), due to the adjustment as stated in Clause 2.6 (v) of the Prospectus, totaling 125,591 shares divided by Grant I 78,260 1:1.00559 47.733 - - Grant II 47,331 1:1.00559 43.139 - - To reserve for the exercise of the warrant issued to directors, employees and advisors (ESOP Grant III) 8,999,500 1:1 Exercise price - - is the weighted average closing price of the Company's shares traded on the Stock Exchange of Thailand during the period of 30 days prior to the day of Shareholders' Meeting. Note The details of the ESOP are shown in Attachment 1. The Executive Committee or the person (s) designated by the Board of Directors are authorized to determine other related details and conditions as well as taking necessary and appropriated actions in connection with the issuance of the warrants, including seeking approvals from the competent authorized authorities. 2.2 The Company's plan in case there is a fraction of shares remaining -None- 2.3 The remaining unallocated shares The remaining unissued shares are 2,033,407,709 shares with par value of 1 Baht each, totaling 2,033,407,709 Baht. 3.Schedule for Shareholders Meeting to approve the capital increase/ allotment The Annual General Meeting of Shareholders for the year 2004 will be held on April 23, 2004, at 10.00 a.m. at the Auditorium, 19th floor, Shinnawatra 1 Tower,No.414 Paholyothin Road, Samsennai, Payathai, Bangkok 10400. The Company will close the share register book from April 5, 2004 at 12.00 noon in order to determine the rights of shareholders to attend and vote, until adjournment of the meeting. 4.Approval of the capital increase/ share allotment by relevant governmental agency and conditions thereto (if any) The Company will register the increase of paid-up capital at the Ministry of Commerce when the warrants are exercised to ordinary shares and seek approvals from the Stock Exchange of Thailand to list such newly issued ordinary shares as listed securities and trading in the Stock Exchange of Thailand. 5.Objectives of the capital increase and plans for utilizing proceeds received from the capital increase The Company will use the proceeds from exercise of warrants as its working capital. 6.Benefit to the Company from the capital increase/ share allotment: 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. 7.Benefit to the shareholders from the capital increase/share allotment: 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 being about long-term benefit to the Company, as well as retain them with the Company, resulting in improvement of the Company's performance. The newly issued shares from exercise of warrants will have the same rights as that of the increased shares, previously issued, and be entitled to receive dividends from the date that their name are listed in the share register book submitted to the Ministry of Commerce. 8.Other details necessary for shareholders to approve the capital increase/share allotment: The Board of Directors' Meeting of Advanced Info Service Public Company Limited (the "Company") No. 4/2003 held on August 7, 2003 passed a resolution to approve the interim dividend payment for the first half of year2003 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 details are shown in table 2.1). The Company, therefore, will allot the additional shares to reserve for the new exercise ratio of ESOP Grant I & II totaling 125,591 shares. 9.Action plan after the Board of Directors of the Company passed a resolution approving the capital increase or allotment of new shares: Date Actions February 19, 2004 Board of Director's Meeting for resolution to issue warrants to the directors, employees and advisers of the Company as well as allotment of new shares for supporting the exercise of the warrants to purchase the or dinary shares. February 19, 2004 Notify the Stock Exchange of Thailand of the resolution of the Board of Directors Meeting. April 5, 2004 Close the shareholder register book for suspension of share transfer for the right to attend the Annual General Meeting of Shareholders for the year 2004 April 23, 2004 The holding of the Annual General Meeting of Shareholder for the year 2004 within April 2004 Submit the Application for issuance and offer of the warrants to the Office of the Securities and Exchange Commission within May 2004 The Office of the Securities and Exchange Commission will inform the company about the result of consideration of the application within 45 business days of the date the Securities and Exchange Commission has received the completed documents The Company hereby certifies that the information contained in this report form is true and complete in all respects. Signed -Signed authorized director (Mr. Boonklee Plangsiri) Director Signed -Signed- authorized director (Mr. Somprasong Boonyachai) Director