Translation AIS-CP 029/2006 February 27, 2006 Re: Notification of the Resolutions of the Board of Directors'Meeting No. 3/2006 regarding Dividends Payment, Issuance the Employee Stock Option Plan (ESOP) Grant V, and Schedule of the 2006 Annual General Meeting of Shareholders. To: The President The Stock Exchange of Thailand Attachments: 1. Details of the Employee Stock Option Plan - ESOP Grant V 2. Capital Increase Report Form The Board of Directors of Advanced Info Service Public Company Limited (the Company) resolved in the meeting No. 3/2006 held on February 27, 2006 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. 2/2006 held on January 16, 2006. 2. Approved the balance sheet, statement of income and cash flow statements for 2005 ended December 31, 2005. 3. Approved the dividends payment for the second half of 2005 (July 1 - December 31, 2005) to shareholders at Baht 3.30 each, totaling about Baht 9,735 million. The dividends will be paid to shareholders, which are deducted the treasury stocks of 2,540,200 shares. The treasury stock is not being eligible for dividends payment. The closing date of register book to determine the right to receive dividends will be on April 4, 2006, at 12.00 noon and the payment date will be on May 8, 2006. The Company's dividends payment of the entire year 2005 (including the interim dividend payment paid from the operating results in the first half of 2005 at Baht 3.00 per share) is accounted to be Baht 6.30 per share, or totally about Baht 18,574 million. 4. Approved the appointment of directors and determined the directors' remuneration for 2006 as follows; 4.1 The retiring directors due to cease of their terms are as follows: - Mr. Arun Churdboonchart Director and Independent Director - Mr. Boonklee Plangsiri Director - Mr. Somprasong Boonyachai Director 4.2 The retiring directors having been re-appointed are as follows: - Mr. Arun Churdboonchart Director and Independent Director - Mr. Boonklee Plangsiri Director - Mr. Somprasong Boonyachai Director 4.3 The members of the Board of Directors shall be as follows: - Mr. Paiboon Limpaphayom (Ph.D.) Chairman of the Board of Directors - Mr. Boonchoo Direksathapon Acting Chairman of the Audit Committee and Independent Director - Mr. Arun Churdboonchart Audit Committee and Independent Director - Mr. Vasukree Klapairee Director - Mr. Suphadej Poonpipat Director - Ms. Jeann Low Ngiap Jong Director - Mr. Hui Weng Cheong Director - Mr. Boonklee Plangsiri Director - Mr. Somprasong Boonyachai Director - Mrs.Siripen Sitasuwan Director 4.4 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." 4.5 Approved the directors' remuneration for the fiscal year 2006 not exceeding of Baht 10,000,000. The determination of directors' remuneration for 2006 will be proposed in the 2006 Annual General Meeting of shareholders for further approval. 4.6 Approved to increase the number of directors of the Company from 10 to 11. The new director will be an independent director and will be proposed in the 2006 Annual General Meeting of shareholders for further approval. 5. Approved the issuance and offering of warrants to purchase the Company's ordinary shares to directors and employees of the Company (ESOP Grant V). 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, the third, and the fourth issuances in 2002 to 2005 respectively For the fifth issuance, the Board of Directors resolved to approve the issuance and offering of warrants of 10,138,500 units to directors and employees of the Company and the allocation of 10,138,500 ordinary shares, at the par value of Baht 1 each, equivalent to 0.34 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. 6. Approved the allocation of 10,138,500 new ordinary shares, at the par value of Baht 1 each, from the remaining 2,022.99 million unallocated shares to reserve for the exercise of warrants under the ESOP Grant V. (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. 7. 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 V. These directors and employees are: Name Number of Percent of Total Allocated Warrants Warrants 1. Mr.Somprasong Boonyachai 538,500 5.31 2. Mrs.Suvimol Kaewkoon 547,600 5.40 3. Mr.Vikrom Sripratak 538,500 5.31 8. Approved the allotment of 615,800 additional ordinary shares, at the par value of Baht 1 each, from the remaining 2,022.99 million unallocated shares to be reserved for exercising the right in pursuance of the ESOP warrants Grant 1, 2, 3, and 4 due to entering into the terms and conditions of the Prospectus. Regarding the dividends payments of the company for the first and second half of 2005,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) as stated in the Prospectus. The ESOP warrant holders'rights shall not be decreased. The Company, therefore, will allot 615,800 additional shares to be reserved for the new exercise ratio of ESOP Grant I, II, III, and IV, which will be comprised of -0- shares for Grant 1, 44,400 shares for Grant 2, , 249,300 shares for Grant 3, and 322,100 shares for Grant 4 respectively. (See Attachment 2) 9 Approved the holding of the 2006 Annual General Meeting of Shareholders on April 24, 2006 at 10.00 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 2005 held on March 30, 2005.; Agenda 3 To consider and certify the results of operation for the year 2005; Agenda 4 To consider and approve the balance sheet, statement of income and statement of cash flow for 2005 ended December 31, 2005; Agenda 5 To consider and approve dividend payment to the shareholders for the fiscal year 2005; Agenda 6 To consider and approve the appointment of the Company's auditors and determine the auditors' remuneration for the year ended 2006; Agenda 7 To consider and approve the re-appointments of retiring directors, the appointment of a new director, and determine the authorized directors for 2006; Agenda 8 To consider and approve the directors' remuneration for 2006; Agenda 9 To consider and approve the issuance and offering of warrants of 10,138,500 units to purchase the Company's ordinary shares to directors and employees of the Company (ESOP Grant V); Agenda 10 To consider and approve the allocation of 10,138,500 new ordinary shares, at par value of Baht 1 each in order to reserve for the exercise of warrants under the ESOP Grant V; Agenda 11 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 V as follows: Name Number of Allocated Percent of Total Warrants Warrants 1. Mr.Somprasong Boonyachai 538,500 5.31 2. Mrs.Suvimol Kaewkoon 538,500 5.31 3. Mr.Vikrom Sripratak 538,500 5.31 Agenda 12 To consider and approve the allotment of 615,800 additional ordinary shares, at par value of Baht 1 each, reserved for exercising the right in pursuance with the ESOP warrants Grant 1, 2, 3, and 4 due to the entering into terms and conditions of the Prospectus. Agenda 13 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 2006 from April 4, 2006 at 12.00 noon until the Annual General Meeting of Shareholder for 2006 is adjourned. Please be informed accordingly Best Regards, -Signed- Mr. Somprasong Boonyachai Director Advanced Info Services Plc.