-Translation - AIS-CP 022/2006 February 1, 2006 Re: Filing of Tender Offer Documents To: President The Stock Exchange of Thailand Attachment: Copy of Documents for the Tender Offer of Advanced Info Service Public Company Limited (Form 247-4) Advanced Info Service Public Company Limited (the "Company") would like to submit the Tender Offer Documents (Form 247-4) that the Company has received a notification from Cedar Holdings Limited and Aspen Holdings Limited (the "Offerors"). The details are summarized as attached. Please be informed accordingly. Sincerely yours, -Signed- (Mrs. Siripen Sitasuwan) Director Advanced Info Service Public Company Limited Form 247-4 (Translation) This English translation of the Tender Offer document has been prepared solely for the convenience of the foreign shareholders of Advanced Info Service Public Company Limited and should not be relied upon as the definitive and official Tender Offer document of the Offerors. The Thai language version of the Tender Offer document is the definitive and official document of the Offerors and shall prevail in all respects in the event of any inconsistency with this English translation. Tender Offer for Securities of Advanced Info Service Public Company Limited (The Tender Offer and the Offer Period are final and will not be amended) To: The Securities Holders We, Cedar Holdings Limited ("Cedar") and Aspen Holdings Limited ("Aspen") (collectively the "Offeror"), hereby jointly offer to purchase the securities of Advanced Info Service Public Company Limited ("AIS" or the "Company") detailed as follows: Part 1 Significant Elements of the Tender Offer 1. Date of submission of the Tender Offer February 1, 2006 2. Name of the Offerors Cedar Holdings Limited and Aspen Holdings Limited Cedar and Aspen shall be regarded as the same group of persons under Sections 246 and 247 of the Securities and Exchange Act B.E. 2535 (as amended). 3. Name of the Preparer of the Tender Offer SCB Securities Company Limited (the "Preparer of the Tender Offer") 4. Objectives of making the Tender Offer 4.1 The Offerors see this acquisition of shares as an opportunity to build a long-term presence in Thailand and to invest in its promising communications sector. This investment is part of the Offerors'commitment to build on their regional portfolio of promising telecom operators to drive future growth. 4.2 On January 23, 2006, the Offerors entered into a Share Sale and Purchase Agreement (the "Agreement") with Ms. Pintongta Shinawatra, Mr. Bhanapot Damapong, Mr. Phantongtae Shinawatra, and Ms. Yingluck Shinawatra (collectively the "Sellers") to purchase 1,487,740,120 (one billion four hundred and eighty-seven million seven hundred and forty thousand one hundred and twenty) ordinary shares of Shin Corporation Public Company Limited ("SHIN") equal to 49.59% of SHIN's total issued shares and 49.59% of SHIN's total voting rights (each of SHIN's ordinary shares has one voting right). The Offerors purchased such shares on January 23, 2006 and settled payment and delivery of shares on January 26, 2006. As a result, the Offerors will launch a tender offer for all remaining securities of SHIN (the "SHIN Tender Offer"). Upon the completion of the SHIN tender offer, if the Offerors become collective holders of 50% or more of SHIN's total issued shares, in accordance with the Chain Principle Rule of the Notification of the Securities and Exchange Commission No. KorJor. 53/2545 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers dated November 18, 2002 (the "Takeover Rule"), the Offerors will be required to make a chain principle tender offer for all of the Company's securities since 42.86% of the Company's total issued shares are held by SHIN.(1) 4.3 However, concurrently with the SHIN Tender Offer, the Offerors are also making a voluntary tender offer for the outstanding shares of the Company (the "Tender Offer"). The rationale for the Offerors launching the Tender Offer at this point rather than a mandatory chain principle offer upon completion of the SHIN Tender Offer is as follows: (i) to avoid any unwarranted and excessive volatility in share price and unusual trading volumes in AIS; (ii) to provide minority shareholders in AIS with an early offer on the same terms as a mandatory chain principle offer; and (iii) to eliminate any potential confusion for minority shareholders caused by the making of tender offers for SHIN and AIS within a short period of time. 4.4 As the Offerors will be making the Tender Offer concurrently with the SHIN Tender Offer, the Offerors obtained from the Office of the Securities and Exchange Commission of Thailand a waiver from making a further chain principle tender offer for all securities of the Company in the event that the Offerors jointly own 50% or more of the total issued shares of SHIN after the completion of the SHIN Tender Offer. 5. Category, type, class and amount of securities offered to be purchased, and the percentage of such securities to the total issued securities The Company has one type of security. Ordinary Shares Cedar and Aspen will make a joint tender offer for the Company's ordinary shares totaling 2,948,591,108 (two billion nine hundred and forty-eight million five hundred and ninety-one thousand one hundred and eight) shares currently outstanding which are not held by Cedar and/or Aspen. Additionally Cedar and Aspen would tender for 6,991,478 (six million nine hundred and ninety-one thousand four hundred and seventy-eight) additional shares assuming exercise of all ESOPs before the end of the tender offer period. Aspen will make the tender offer for the proportionate number of shares to reach a total shareholding of up to 48.30% of the total issued share capital (foreign shareholding limit) (2). However, of such amount, 1,263,712,000 (one billion two hundred and sixty-three million seven hundred and twelve thousand) shares, representing 42.86% of the Company's total outstanding shares, are held by SHIN. SHIN has already stated its intention not to sell any of its shares in the Company in this Tender Offer. Enclosed herewith (Appendix 1) is the Confirmation Letter of No Intention to Sell Shares from SHIN. 6. Offer price Ordinary Shares The offer price for the ordinary shares of the Company is Baht 72.31 (seventy-two point three one) per share. The Offeree is subject to the tender offer agent fee of 0.25% of the offer price and the value added tax ("VAT") of 7% of the tender offer agent fee. Therefore, the net price to be received by the Offeree will be Baht 72.1166 (seventy-two point one one six six) for each ordinary share. Such offer price is: [/] the final offer which shall not be changed unless there are conditions as stated in Clause 8 [ ] not the final offer and the Offerors may change the offer price The Tender Offer Agent will deduct a withholding tax of 15% of the capital gains for the Offeree who is a foreign juristic person not carrying on business in Thailand, except in case such Offeree resides in a country that has entered into a double taxation treaty with Thailand specifying the exemption of tax imposed on capital gains from the sale of shares in Thailand. The withholding tax will be calculated on capital gains from the sale of shares (the difference between the offer price and the amount the Offeree originally paid for the tendered shares). The amount the Offeree originally paid for the tendered shares must be declared to the Tender Offer Agent in the form provided in Appendix 3.3 for ordinary shares and Appendix 5.3 for Non-Voting Depository Receipts ("NVDR"). In the event that any Offeree fails to declare this information to the Tender Offer Agent, the Tender Offer Agent will determine the amount of withholding tax on the basis of the entire proceeds of the sale of shares and will deduct the tax accordingly. 7. Tender Offer period The Tender Offer period totals 33 business days from February 2, 2006 to March 21, 2006, inclusive, from 9:00 a.m. to 4:30 p.m. Such Tender Offer period is: [/] the final period which will not be extended (final period) unless such conditions arise as stated in Clause 8. [ ] not the final period and the Offerors may extend the period. 8. Conditions of change in the Tender Offer [ ] no condition. [/] conditions of change in the Tender Offer are as follows: [/] the Offerors may reduce the offering price or extend the Tender Offer period if any event or action causing a severe damage to the financial status or assets of the Company, occurs during the Tender Offer period; or [/] the Offerors may change the offer or extend the Tender Offer period to compete with another offeror who has submitted a tender offer for securities of the Company during the Tender Offer period. 9. Conditions for cancellation of the Tender Offer The Offerors may cancel the Tender Offer upon the occurrence of one or more of the following events: 9.1 Any events and/or actions occurring after the acceptance of the Tender Offer by the Securities and Exchange Commission (the "SEC") but before the end of Tender Offer period, which causes or may cause severe damage to the status or to the assets of the Company, where such events and/or actions are not the results of the Offerors'actions or actions under their responsibility; or 9.2 Actions of the Company during the Tender Offer period which may cause a dramatic decrease in the value of the Company's shares. 10. Period during which securities holders may cancel their acceptance of the Tender Offer The Offerees may cancel their acceptance of the Tender Offer at the Tender Offer Agent's office from 9.00 a.m. to 4.30 p.m. on every business day from February 2, 2006 to March 2, 2006, inclusive, totaling 20 business days. 11. Allocation of number of shares to be purchased in the event that the amount tendered is either more or less than the amount offered to purchase (in case of partial tender offer in relation to Clause 5 of the Takeover Rule) - Not applicable - 12. Sources of funds to finance the Tender Offer In accordance with the Confirmation Letter of No Intention to Sell Shares enclosed in Appendix 1, SHIN has already stated its intention not to sell any of its 1,263,712,000 (one billion two hundred and sixty-three million seven hundred and twelve thousand) shares in the Company in this Tender Offer. Therefore, the funds required for acquiring all remaining ordinary shares of the Company (assuming all of AIS'shareholders with the exception of SHIN tender all of their shares in the Company as part of this Tender Offer) is Baht 121,833,608,299 (one hundred and twenty-one billion eight hundred and thirty-three million six hundred and eight thousand two hundred and ninety-nine) and the funds required for all additional shares assuming all ESOPs are exercised before the end of the tender offer period is Baht 505,553,774 (five hundred and five million five hundred and fifty-three thousand seven hundred and seventy-four), or Baht 122,339,162,074 (one hundred and twenty-two billion three hundred and thirty-nine million one hundred and sixty-two thousand and seventy-four) in aggregate. The Offerors will use their capital and/or borrowings to settle the total consideration of the Tender Offer. Temasek Holdings (Private) Limited ("Temasek"), as an indirect substantial shareholder of the Offerors, has available funds of up to Baht 122,339,162,074 (one hundred and twenty-two billion three hundred and thirty-nine million one hundred and sixty-two thousand and seventy-four) in respect of the Offerors' proposed Tender Offer. Enclosed herewith (Appendix 2) is a letter from Temasek for this purpose. SCB Securities Co., Ltd., as the Preparer of the Tender Offer of the Offerors, has verified that the source of funds of the Offerors is sufficient to make and complete this Tender Offer. 13. Name of the Tender Offer Agent Name: SCB Securities Co., Ltd. Contact Address for Collection and Sindhorn Building, Tower 3, Submission of Relevant Forms: 20th Floor,130-132 Wireless Road, Lumpini,Pathumwan, Bangkok 10330 Telephone: 0-2686-2000 ext. 2334 Facsimile: 0-2263-3810 Payment Date: March 24, 2006 Business plan after business takeover 1. The Company status At present, the Offerors 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. 2. Policies and plans of business operations The Offerors intend to work with the Company's existing management and staff to continue with the current business operations of the Company. Going forward, the Offerors intend to work with management to review the future business strategy of the Company including key business areas, capital structure, mergers and acquisitions to enhance the Company's growth and profitability, and to maximize shareholders'value. For any proposed change which is considered a connected transaction under the Notification of the Board of Governors of the Stock Exchange of Thailand ("SET") Regarding Disclosures of Information and Operations of Listed Companies Concerning the Connected Transactions, 2003, dated November 19, 2003, the directors nominated by the Offerors will abstain from voting on such matters as relating to connected transactions. (1) Source: The Stock Exchange of Thailand (as of August 25, 2005) (2) The foreign shareholding limit is defined as a percentage of total issued shares including treasury shares.