Voluntary Tender Offer and Resignation of Audit Committee

24 January 2006
-Translation- AIS-CP 016/2006 January 24, 2006 Re: Notification of resolution of the Board of directors meeting No. 1/2006 To: President The Stock Exchange of Thailand Advanced Info Service Public Company Limited ("the Company") held the board of directors meeting No. 1/2006 on January 24, 2006 at 10.45 a.m. to consider on the following agendas: 1. Acknowledged the sale of shares of Shin Corporation Public Company Limited ("SHIN") by its major shareholders which the Company is a group of SHIN that SHIN holds 42.82% of paid up capital of the Company. The details in connection with the said sale of shares were disclosed by the Company and SHIN to the Stock Exchange of Thailand ("the SET") on January 23,2006. 2. Acknowledged the announcement of Voluntary Tender Offer of the Company's shares at the price of Baht 72.31 per share. As Cedar and Aspen announced to make a voluntary tender offer, Cedar and Aspen are obliged to make a tender offer for all securities of the Company according to the Notification of the Securities and Exchange Committee No. GorJor. 23/2545 Re: Rules Condition and Procedure for the Acquisition of Securities for Business Takeovers. In this regard, the Company are obliged to prepare an opinion concerning the tender offer in the form 250-2 and shall submit such opinion to the Office of the Securities and Exchange Committee ("the Office") and shall deliver a copy of such opinion to each shareholder within 15 business days from the date that the Company received the offer from Cedar and Aspen. Furthermore, in preparation of such opinion, the Company shall appoint independent financial advisor to be advisor who represent the shareholders and make an opinion concerning the offer. The meeting approved to authorize the Executive Committee to be the person who select the independent financial advisor to represent the shareholders and make an opinion concerning the offer. However, in connection with the voluntary tender offer by Cedar and Aspen, Cedar and Aspen has confirmed to the Company that Cedar and Aspen do not have an intention to delist the Company from the SET during the 12-month period after the end of the Tender Offer period unless the Company is unable to maintain its listing status under the regulations required by the SET or the Board of directors of the Company deems it appropriate to propose to delist the Company. 3. Acknowledged the resolution of the board of directors meeting no. 1/2006 of SHIN, held on January 23, 2006. Such meeting passed the resolution not to sell any shares of the Company which SHIN holds 1,263,712,000 shares, equal to 42.82 of paid up capital, according to the public announcement of Cedar and Aspen that they will make a voluntary tender offer for the Company's shares because the board of directors of SHIN viewed that the Company's business is able to gain major profit to SHIN and the Company's performance is always impressive. 4. Approved the resignation of Mr. Supadej Poonpipat from his positions as the chairman of audit committee and independent director of the Company because he is indirectly a major shareholder of SHIN,therefore,he is not qualified to be the audit committee and independent director of the Company. However, he remains the director of the Company. Furthermore, approved the appointment of Mr. Boonchoo Direksathapon as the chairman of audit committee temporarily during the process of recruitment of a person to replacing such positions. Please be informed accordingly. Yours sincerely, -Signed- (Mr. Somprasong Boonyachai) Director Advanced Info Service Public Company Limited