-Translation- CP-AIS 042/2004 April 23, 2004 Subject: Notification of the Resolutions of the 2004 Annual General Meeting of Shareholders To: The President The Stock Exchange of Thailand Enclosure: The Details of the Employee Stock Option Plan Grant III The 2004 Annual General Meeting of Shareholders of Advanced Info Service Public Company Limited (the "Company") has resolved in the meeting held on April 23, 2004 at the Auditorium, 19th floor, Shinawatra Tower 1,No. 414 Phahonyothin Road, SamsenNai, Phayathai, Bangkok on the following matters: 1. Certified the Minutes of the 2003 Annual General Meeting of Shareholders held on April 29, 2003. 2. Certified the 2003 Annual Report of the Board of Directors. 3. Approved the balance sheets, statement of income, and cash flow statements of the 2003 ended December 31, 2003. 4. Approved the appointment of directors replacing those retired by rotation, determined the authorized signatories of the Company, and the directors' remuneration for the 2004 as follows: 4.1 The rotated directors are as follows: - Mrs. Tasanee Manorot - Mr. Suphadej Poonpipat - Mr. Boonchoo Direksathapon The rotated directors being re-elected are as follows: - Mrs. Tasanee Manorot - Mr. Suphadej Poonpipat - Mr. Boonchoo Direksathapon The members of the Board of Directors will be as follows: - Mr. Paiboon Limpaphayom (Ph.D.) Chairman of the Board of Directors - Mr. Boonklee Plangsiri Director - Mr. Somprasong Boonyachai Director - Mrs. Siripen Sitasuwan Director - Mr. Lim Chuan Poh Director - Mr. Chow, Wing Keung Lucas Director - Mrs. Tasanee Manorot Director - Mr. Suphadej Poonpipat Chairman of the Audit Committee - Mr. Arun Churdboonchart Member of the Audit Committee - Mr. Boonchoo Direksathapon Member of the Audit Committee 4.2 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." 4.3 The directors' remuneration for the 2004 is up to Baht 10,000,000. The remuneration comprises salary, bonus, welfare, provident fund and meeting allowance. The meeting allowance for the Board meeting shall be paid at the rate of Baht 25,000 each to the director who represents TOT Corporation Plc and to independent directors of the Company. In addition, the independent directors who are also members of sub-committees of the Company shall also receive another Baht 25,000 except in the case of independent directors who are the chairman of sub-committees shall be paid Baht 30,000 for attending sub-committee meeting. 5. Approved the appointment of four auditors of PricewaterhouseCoopers ABAS Ltd. to be the Company's auditors for 2004 as follows: - Mr. Prasan Chuapanich CPA. No. 3051 - Ms. Nangnoi Charoenthavesub CPA. No. 3044 - Mrs.Suwannee Bhuripanyo CPA. No. 3371 - Mr. Prasit Yuengsrikul CPA. No. 4174 Any one being authorized to conduct the audit and express an opinion on the annual financial statements of the company. In the absence of the above named auditors, PricewaterhouseCoopers ABAS Limited is authorized to identify one other Certified Public Accountant with PricewaterhouseCoopers ABAS Limited to carry out the work with an audit fee for 2004 of up to Baht 3.65 million. 6. Approved the distribution of dividends to the Company's shareholders from the net profit between July 1, 2003 and December 31, 2003, at Baht 2.10 per share, totalling Baht 6,170 million. The closing date of share register book to determine the right to receive dividends was 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 total Company's dividends payment for 2003 (including the interim dividend payment paid from the operating results in the first haft of 2003 at Baht 2 per share) is Baht 4.10 per share, or totalling Baht 12,039 million. 7. Approved the issuance and offering of warrants 8,999,500 units to purchase ordinary shares to directors and employees of the Company (ESOP Grant III), equivalent to 0.31 percent of the total paid-up capital of the Company, offering price per unit is zero, term is 5 years, exercise ratio is 1:1, exercise price is Baht 91.79 per share (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). The details of the terms and conditions is shown in Enclosure. However, the Executive Committee or the person(s) that is authorized by the Board of Directors empower to consider and determine any other details regarding the issuance of the Warrants including the process to obtain the approval from the related until and any other authority to undertake any action necessary and related to such issuance of the warrants. 8. Approved the allocation of 8,999,500 ordinary shares, at the par value Baht 1 each, from the remaining authorized unissued 2,042,532,800 shares, to reserve for the exercise of warrants under the ESOP Grant III. However, the Executive Committee or the person(s) that is authorized from the Board of Directors empower to consider and determine any other details regarding the issuance of the Warrants including the process to obtain the approval from the related until and any other authority to undertake any action necessary and related to such issuance of the warrants including the registration of the capital increase in the Stock Exchange of Thailand. 9. Approved, with consent from the Remuneration Committee, the allocation of warrants to the Company's directors and employees who are eligible to be allocated of warrants exceeding 5% of the total ESOP Grant III. These directors and employees are: Name Number of Percent of Allocated Warrants Total Warrants 1.Mr. Somprasong Boonyachai 914,300 10.16 Chairman of the Executive Committee-Wireless Communications 2.Mrs.Suvimon Kaewkoon 676,000 7.51 Chief Customer Champion & Terminal Business Officer 3.Ms. Yingluk Shinawatra 676,000 7.51 President-Wireless 4.Mr. Vikrom Sripratak 606,400 6.74 Chief Technology Officer 5.Mr.Kittsanan Ngamphathipong 537,000 5.97 Executive Vice President-Marketing 6.Mrs.Arpattra Sringkarrinkul 487,100 5.41 Executive Vice President-Information System Support 10. Approved the allocation of the additional ordinary shares reserve for exercising the right of Grant I the amount of 78,260 shares and Grant II the amount of 47,331 shares being the total amount of 125,591 shares at the par value Baht 1 each, due to conforming with terms and conditions of the Prospectus regarding the adjustment of right. Please be informed accordingly. Yours sincerely, -Signed- Mrs. Siripen Sitasuwan Director Advanced Info Service Public Company Limited Group Compliance Tel. 0-2299-5561