esolutions of AGM 2005

31 March 2005
Chief Customer Champion & Terminal Business Officer 4. Mr. Vikrom Sriprataks 500,000 5.10 Chief Technology Officer 5. Mrs. Arpattra Sringkarrinkul 412,000 4.21 Director of Subsidiaries and Executive Vice President - Information System Support 6. Mrs.Aphivan Saipradit 76,100 0.78 Director of Subsidiaries and Managing Director Advanced Datanetwork Communication Co.Ltd. 7. Mr. Suthichai Cheunchoosil 72,300 0.74 Director of Subsidiary and Assistant Vice President - Enterprise Business Note: The amount of warrants to be issued and offered will be 9,794,800 units. 4.5 Ordinary shares issued under the warrants exercised shall have the same rights and status as ordinary shares previously issued by the company in all respects. 5. Description and Conditions of Warrants Warrants issued and offered to directors and employees of the Company shall be subject to rules and conditions pursuant to the Securities and Exchange Commission Notification No. GorJor. 36/2544 Re: Offering of Newly Issued Securities to Directors or Employees dated October 19, 2001 Warrant holders are liable to pay taxes and duties pursuant to the Revenue Code and relevant laws in exercising their rights to purchase ordinary shares. After the Last Exercise Period, remaining warrants shall be deemed invalid and cannot be further exercised in any case. 6. Rights of Shareholders in Opposition of Offering for Sales of Warrants to Directors or Employees pursuant to Notification of the SEC No. Gor.Jor 36/2544 dated October 19, 2001 Pursuant to Clause 14 of the Notification of the SEC No. GorJor. 36/2544 dated October 19, 2001, the issuance and offering of warrants to directors or employees shall to be approved by the Shareholder's Meeting with votes of not less than three quarters of all votes of shareholders attending the meeting and having the right to vote and must not be opposed by shareholders with an aggregate number of shares exceeding 10 of all votes of shareholders attending the meeting. In case of issuance and offering warrants to any director or employee at the rate exceeding five of all warrants offered pursuant to Clause 15 (2) of the Notification of the SEC above, the Shareholder's Meeting will consider the offer for sale with approval on an individual basis and the resolution must have not less than three quarters of all votes of shareholders attending the meeting and having the right to vote and must not be opposed by shareholders with an aggregate number of shares exceeding 5 of all votes of shareholders attending the meeting. 7. List of Directors and Employees Eligible to be Allocated Warrants at the Rate Exceeding Five of All Warrants Name Position Number of Percent of Allocated Total Warrants Allocated (Units) Warrants 7.1 Mr. Somprasong Boonyachai Director and 735,500 7.51 Chairman of the Executive Committee - Wireless Communications The number of times attending the meetings and not attending the meetings of the director during the past year Advanced Info Service Public Company Limited No. of meetings 5 times Attending 5 times Not attending - times 7.2 Ms. Yingluck Shinawatra President - Wireless 650,000 6.64 Communications The number of times attending the meetings and not attending the meetings of the director during the past year Advanced Datanetwork Communication Company Limited No. of meetings 5 times Attending 5 times Not attending - times 7.3 Mrs.Suwimol Kaewkoon Chief Customer 580,000 5.92 Champion & Terminal Business Officer 7.4 Mr. Vikrom Sriprataks Chief Technology 500,000 5.10 Officer The number of times attending the meetings and not attending the meetings of the director during the past year Digital Phone Company Limited No. of meetings 4 times Attending 4 times Not attending - times The total amount of warrants to be issued and offered will be 9,794,800 units. Furthermore, the exercise price will be determined as the weighted average closing price of the Company's shares traded in the Stock Exchange of Thailand during the period of 30 days prior to the day of Shareholder's Meeting. Such persons mentioned in Clause 7.1 - 7.4 will not receive cash benefits when calculated from the difference between the offer price (including the exercise price) and the market price.