Translation AIS-CP 014/2005 February 17, 2005 Re: Notification of the Resolutions of the Board of Directors' Meeting No. 2/2005 regarding Dividend Payment, Issuance the Employee Stock Option Plan (ESOP) Grant IV, and Schedule of the 2005 Annual General Meeting of Shareholders. To: The President The Stock Exchange of Thailand Attachments: 1. Details of the Employee Stock Option Plan - ESOP Grant IV 2. Capital Increase Report Form The Board of Directors of Advanced Info Service Public Company Limited (the Company) resolved in the meeting No. 2/2005 held on February 17, 2005 at the Board Room, 20th floor, 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. 1/2005 held on January 25, 2005. 2. Notified the resignation of Mr. Chow, Wing Keung Lucas, director of the Company, and appointed Ms. Jeann Low Ngiap Jong, the representative director of Singapore Telecom Company, to replace Mr. Chow, Wing Keung Lucas who resigned from the Company's director. 3. Approved the balance sheet, statement of income and cash flow statements for the year 2004 ended December 31, 2004. 4. Approved the appointment of auditors of PricewaterhouseCoopers ABAS Limited to be the Company's auditors for the year ended 2005 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 4.15 million. 5. Approved the dividends payment for the second half of 2004 (July 1 - December 31, 2004) to shareholders at Baht 2.60 each, totaling about Baht 7,659 million. The closing date of register book to determine the right to receive dividend will be on March 10, 2005, at 12.00 noon and the payment date will be on April 11, 2005. Provided that, the treasury stock is not entitled to receive the dividends. The Company's dividends payment of the entire year 2004 (including the interim dividend payment paid from the operating results in the first haft of 2004 at Baht 2.15 per share) is accounted to be Baht 4.75 per share, or totally about Baht 13,984 million. 6. Approved the appointment of directors and determined the directors' remuneration for 2005 as follows; 6.1 The retiring directors due to cease of their terms are as follows: - Mr. Paiboon Limpaphayom (Ph.D.) Chairman of the Board of Directors - Mrs.Siripen Sitasuwan Director - Ms. Jeann Low Ngiap Jong Director - Mr. Lim Chuan Poh Director 6.2 The retiring directors having been re-appointed are as follows: - Mr. Paiboon Limpaphayom (Ph.D.) Chairman of the Board of Directors - Mrs.Siripen Sitasuwan Director - Ms.Jeann Low Ngiap Jong Director - Mr. Lim Chuan Poh Director 6.3 The members of the Board of Directors shall 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 - Ms. Jeann Low Ngiap Jong Director - Mrs. Tasanee Manorot Director - Mr. Suphadej Poonpipat Director - Mr. Arun Churdboonchart Director - Mr. Boonchoo Direksathapon Director 6.4 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." 6.5 Approved the directors' remuneration for the fiscal year 2005 not exceeding of Baht 10,000,000. The determination of directors' remuneration for 2005 will be proposed to the 2005 Annual General Meeting of shareholders for further approval. 7. Approved the issuance and offering of warrants to purchase the Company's ordinary shares to directors and employees of the Company (ESOP Grant IV). The objective of the ESOP is to compensate and motivate the directors and employees 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 and employees 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, the second and the third issuances in 2002, 2003 and 2004 respectively For the fourth issuance, the Board of Directors resolved to approve the issuance and offering of warrants of 9,794,800 units to directors and employees of the Company and the allocation of 9,794,800 ordinary shares, at the par value of Baht 1 each, equivalent to 0.33 percent of the total paid-up capital of the Company, to reserve for the exercise of the warrants. The details of the terms and conditions are shown in Attachment 1. 8. Approved the allocation of 9,794,800 new ordinary shares, at the par value of Baht 1 each, from the remaining 2,033.41 million unallocated shares to reserve for the exercise of warrants under the ESOP Grant IV. (See Attachment 2) 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, 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. 9. Approved, with consent from the Remuneration Committee, the allocation of warrants to the Company's directors and employees who are eligible for the warrants of exceeding 5% of the total ESOP Grant IV. These directors and employees are: Name Number of Percent of Allocated Warrants Total Warrants 1. Mr.Somprasong Boonyachai 735,500 7.51 2. Ms. Yingluk Shinawatra 650,000 6.64 3. Mrs. Suvimol Kaewkoon 580,000 5.92 4. Mr.Vikrom Sripratak 500,000 5.10 5. Mr.Kittsanan Ngamphathipong 500,000 5.10 10. Approved the allotment of 620,000 additional ordinary shares, at the par value of Baht 1 each, from the remaining 2,033.41 million unallocated shares to be reserved for exercising the right in pursuance of the ESOP warrants Grant 1, 2, and 3 due to entering into the terms and conditions of the Prospectus. Regarding the dividends payments of the company for the second half of 2003, the first half of 2004, and the second half of 2004 (total 3 times), the Company has approved dividends payments in excess of 50% of net profit after income tax. This has affected the exercise price and exercise ratio of warrants to purchase the Company's ordinary shares, which were offered to directors and employees of the Company (ESOP) Grant I, II, and III, as stated in the Prospectus. The ESOP warrant holders' rights shall not be decreased. The Company, therefore, will allot 620,000 additional shares to be reserved for the new exercise ratio of ESOP Grant I, II and III, which will be comprised of 220,000 shares for Grant 1, 250,000 shares for Grant 2, and 150,000 shares for Grant 3. (See Attachment 2) 11. Approved the holding of the 2005 Annual General Meeting of Shareholders on March 30, 2005 at 14.00 a.m. at the Auditorium Room, 9th Floor, Shinnawatra Tower 3, Viphavadee Rangsit Road, Jatujak, Bangkok. The agenda to be considered and approved in the meeting are as follows; Agenda 1 Matters to be informed; Agenda 2 To certify the Minutes of the Annual General Meeting of Shareholders 2004 held on April 23, 2004.; Agenda 3 To consider and certify the results of operation for the year 2004; Agenda 4 To consider and approve the balance sheet, statement of income and statement of cash flow for the year 2004 ended December 31, 2004; Agenda 5 To consider and approve the appointment of the Company's auditors and determine the auditors' remuneration for the year ended 2005; Agenda 6 To consider and approve dividend payment to the shareholders for the fiscal year 2004; Agenda 7 To consider and approve the appointment of directors and determine the directors' remuneration for 2005; Agenda 8 To consider and approve the issuance and offering of warrants of 9,794,800 units to purchase the Company's ordinary shares to directors and employees of the Company (ESOP Grant IV); Agenda 9 To consider and approve the allocation of 9,794,800 new ordinary shares, at par value of Baht 1 each in order to reserve for the exercise of warrants under the ESOP Grant IV; Agenda 10 To consider and approve the allocation of warrants to directors and employees who are eligible for the warrants exceeding 5 percent of the ESOP Grant IV as follows: Name Number of Percent of Allocated Warrants Total Warrants 1. Mr. Somprasong Boonyachai 735,500 7.51 2. Ms. Yingluk Shinawatra 650,000 6.64 3. Mrs. Suvimol Kaewkoon 580,000 5.92 4. Mr. Vikrom Sripratak 500,000 5.10 5. Mr. Kittsanan Ngamphathipong 500,000 5.10 Agenda 11 To consider and approve the allotment of 620,000 additional ordinary shares, at par value of Baht 1 each, reserved for exercising the right in pursuance with the ESOP warrants Grant 1, 2, and 3 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 2005 from March 10, 2005 at 12.00 noon until the Annual General Meeting of Shareholder for 2005 is adjourned. Please be informed accordingly Best Regards, -Signed- Mr. Somprasong Boonyachai Director Advanced Info Services Plc.