BOD's Resolutions:CG,56-1,New Director,Connected Transaction

21 March 2006
- Translation - AIS-CP 039/2006 March 20, 2006 Subject: Notification of the Resolutions of the Board of Directors' Meeting No. 4/2006 of Advanced Info Service Public Company Limited ("the Company") regarding Corporate Governance Policy, Form 56-1, Appointment of Directors and Connected Transaction. To: The President The Stock Exchange of Thailand We would like to inform you that at the Board of Directors Meeting No.4/2006, held on March 20, 2006 in the Meeting Room, 27th floor, Shinawatra Tower 1, 414 Phahonyothin Road, SamsenNai, Phayathai, Bangkok, the following matters were resolved: 1. Certified the Minutes of the Board of Directors'Meeting No.3/2006 held on February 27,2006; 2. Approved the amendments to the Company's corporate governance policy to raise the level of good corporate governance in line with the Stock Exchange of Thailand's regulations; 3. Approved the information to be disclosed in the Company's Form 56-1 for 2005; 4. Considered the self-assessment undertaken by the Board of Directors; 5. Approved the appointment of Mr. Allen Lew Yoong Keong, the representative director of SingTel Strategic Investments Pte Ltd., to replace Ms. Jeann Low Ngiap Jong who resigned from the position; 6. Approved the appointment of Mrs. Tasanee Manorot as a new director, independent director and member of the Audit Committee as proposed by the Nomination Committee along with the appointment of Mr Boonchoo Direksathapon as Chairman of the Audit Committee. However, because this appointment will increase the number of the Company's directors from 10 to 11, it will require approval at the 2006 Annual General Meeting of Shareholders; 7. Approved entering into the following management agreement between the Company and Shin Corporation Plc ("SHIN"): Date of Transaction For two (2) years from January 1, 2006 to December 31,2007 Parties Involved Employer ADVANC Contractor SHIN Relationship with SHIN is a major shareholder of ADVANC Listed Company (42.80% holding). General Characteristics ADVANC will employ SHIN to provide management of the Transaction services for 2 years as follows: * General management, consisting of advisory services including management and expertise team support. * Financial management, consisting of credit management and currency & interest rate risk management. Total Value of the The management fee is approximately three Consideration hundred and sixty (360) million baht and is capped at four hundred (400) million baht for 2 years, excluding the financial management fee, which will be paid when the service has been provided. Basis Used to * The management fee is based on the standard fee Determine the Value charged by international companies. * The financial management fee is based on current market rates. The Board of Directors' The Board of Directors has considered that the opinion fees and benefits of this transaction are appropriate. The directors who have a conflict of interests did not attend the meeting or have any voting rights. Connected Transaction This transaction is considered to be a connected and its Conditions transaction of listed companies, as prescribed in the Notification of the Stock Exchange of Thailand (SET), Re: Rules, Procedures and Disclosure of Connected Transactions of Listed Companies in a category of supporting normal business transactions. The size of the transaction is over 0.03% but less than 3.00% of net tangible assets, thus the Company should gain approval from the Board and report this transaction matter to the SET. 8.Ratified the transfer of capital of 3G in a limited amount not exceeding USD 120 million and approved an additional capital expenditure of USD 40 million for the procurement of equipment for expansion of the GSM network Phase 16 in order to increase the service capacity for the Company's subscribers and improve the traffic and signaling efficiency. Yours faithfully, -Signed- Somprasong Boonyachai (Mr.) Director Advanced Info Service Plc.