Translation AIS-CP 015/2007 February 23, 2007 Re: Notification of the Resolutions of the Board of Directors' Meeting No. 2/2007. To: The President The Stock Exchange of Thailand Attachment: 1. Capital Increase Report Form The Board of Directors of Advanced Info Service Pcl ("the Company") resolved in the meeting No. 2/2007 held on February 23, 2007 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. 1/2007 held on January 22, 2007. 2. Approved the balance sheet, statement of income and cash flow statements for 2006 ended December 31, 2006. 3. Approved the appointment of the following auditors of PriceWaterhouseCoopers ABAS Ltd. as the Company's auditors for 2007: - Mr. Suchart Luengsuraswat CPA. No. 2807 - Ms. Nangnoi Charoenthaveesub CPA. No. 3044 - Mr. Suwannee Bhuripanyo CPA No. 3371 - Mr. Prasit Yuengsrikul CPA. No. 4174 One of these persons will be responsible for conducting the audit and giving comments on the Company's financial statements. The Audit fees for 2007 of the Company and the Consolidation are up to Baht 6,850,000 and 10,294,000 respectively, subject to the approval of the 2007 Annual General Meeting of Shareholders. 4. Approved the dividends payment from the Company's retained earning and the second half of operating results of (July 1 - December 31, 2006) to shareholders at Baht 3.30 each, totaling about Baht 9,750 million. The closing date of register book to determine the right to receive dividends will be on April 4, 2007, at 12.00 noon and the payment date will be on May 10, 2007. The Company's dividends payment of the entire year 2006 (including the interim dividend payment at Baht 3.00 per share) is accounted to be Baht 6.30 per share, or totally about Baht 18,608 million. 5. Approved the re-appointment of retiring directors and determined the directors' remuneration for 2007 as follows; 5.1 The retiring directors due to cease of their terms are as follows: - Mr. Surasak Vajasit Director and Independent Director - Mr. Suphadej Poonpipat Director - Mr. Allen Lew Yoong Keong Director - Mrs. Koh Kah Sek Director 5.2 The retiring directors having been re-appointed are as follows: - Mr. Surasak Vajasit Director and Independent Director - Mr. Suphadej Poonpipat Director - Mr. Allen Lew Yoong Keong Director - Mrs. Koh Kah Sek Director 5.3 The members of the Board of Directors shall be as follows: - Mr.Paiboon Limpaphayom (Ph.D.) Chairman of the Board of Directors and Independent Director - Mr.Aviruth Wongbuddhapitak Chairman of the Audit Committee and Independent Director - Mrs.Tassanee Manorot Audit Committee and Independent Director - Mr.Surasak Vajasit Audit Committee and Independent Director - Mr.Suphadej Poonpipat Director - Mr.Vasukree Klapairee Director - Mr. Allen Lew Yoong Keong Director - Mrs.Koh Kah Sek Director - Mr.Boonklee Plangsiri Director - Mr.Somprasong Boonyachai Director - Mrs.Siripen Sitasuwan Director 5.4 Approved the directors' remuneration for the fiscal year 2007 not exceeding of Baht 12,000,000. The determination of directors' remuneration for 2007 will be proposed in the 2007 Annual General Meeting of shareholders for further approval. 6. Approved the plans to procure funds for the Company to provide capital for investment in expansion of the network system, repay debentures, which are due to be redeemed and being working capital of the Company by. (1) Procurement of funds by the Company by means of borrowing money and/or issuing and offering of debt instruments in an amount of no more than Baht 12,000,000,000 or equivalent in other currencies; (2) Empowerment of the board of executive committee or person who is empowered by the board of executive committee and/or the board of executive directors ("Attorney") to be the authorized person to do all acts in respect of the borrowing of money and/or issue and offer of the debt instruments. The authorized person shall have the power to make a decision as to whether the Company shall procure funds by means of borrowing money or issuing and offering the debt instruments or both methods; (3) Empowerment of the Attorney to be the authorized person to make decisions and carry out necessary acts relating to hedging transactions (whether in whole or in part) in order to protect any risk arising from fluctuation of interest rate and/or currency exchange rate; (4) Allotment of debt instruments to the existing debt instruments' holders of the Company and/or management of the Company before offering to general investors without waiting to see if there are any debt instruments remaining from the subscription by other general investors; and (5) Issue and offer of debt instruments to be proposed to the shareholders' meeting of the Company for approval, details of which were as proposed by the Chairman in all respects. 7. Approved the allotment of 1,245,000 additional ordinary shares, at the par value of Baht 1 each, from the remaining 2,010,993,609 shares unallocated shares to be reserved for exercising the right in pursuance of the ESOP warrants due to entering into the terms and conditions of the Prospectus. Regarding the dividends payments of the company for 2006, 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 the additional shares to be reserved for the new exercise ratio of ESOP adequately. (See Attachment 1) 8. Approved the holding of the 2007 Annual General Meeting of Shareholders on April 25, 2007 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 Extraordinary General Meeting of Shareholders No. 1/2006 held on August 8, 2006.; Agenda 3 To consider and certify the results of operation for 2006; Agenda 4 To consider and approve the balance sheet, statement of income and statement of cash flow for 2006 ended December 31, 2006; Agenda 5 To consider and approve the appointment of the Company's auditors and determine the auditors' remuneration for the year ended 2007; Agenda 6 To consider and approve dividend payment to the shareholders for the fiscal year 2006; Agenda 7 To consider and approve the re-appointments of retiring directors; Agenda 8 To consider and approve the directors' remuneration for 2007; Agenda 9 To consider and approve the loan procurement by the Company; Agenda 10 To consider and approve the allotment of the additional ordinary shares, at par value of Baht 1 each, reserved for exercising the right in pursuance with the ESOP warrants due to the entering into terms and conditions of the Prospectus. Agenda 11 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 2007 from April 4, 2007 at 12.00 noon until the Annual General Meeting of Shareholder for 2007 is adjourned. Please be informed accordingly Best Regards, -Signed- Mr. Somprasong Boonyachai Director Advanced Info Services Plc. Attachment 1 (Translation) Capital Increase Report Form Advanced Info Service Public Company Limited February 23, 2007 We, Advanced Info Service Public Company Limited (the "Company"), hereby report on the resolution of the Board of Directors No. 2/2007, held on February 23, 2007 in respect of a share allotment as follows: 1. Capital increase The Board of Directors has approved the allotment of 1,245,000 unissued ordinary shares, at the par value of Baht 1 each, totaling Baht 1,245,000, to reserve for the exercise of warrants to be issued to the Company's directors and employees under ESOP Programs to conform to the adjustment as specified in the Prospectus. 2. Allotment of new shares The Board of Directors has resolved to allocate 1,245,000 unissued ordinary shares, at the par value of 1 Baht each, totaling 1,245,000 Baht, to reserve for the exercise of warrants to be issued to the Company's directors and employees under ESOP Programs. The allotments will be proposed to the shareholders for consideration and approval, details as follows: 2.1 The details of the allotment Allotted to Number Ratio Exercise price Subscription Note (shares) (old : new) per share and payment (Baht) period Existing Shareholders - - - - - General public - - - - - Other persons (specify)- - - - - To reserve for the exercise of the warrant (ESOP Programs), due to the adjustment as specified in the Prospectus, totaling 1,245,000 shares. 1,245,000 - - - - 2.2 The Company's plan in case there is a fraction of shares remaining -None- 2.3 The remaining unallocated shares The remaining unissued shares are 2,010,993,609 shares with par value of 1 Baht each, totaling 2,010,993,609 Baht. 3. Schedule for Shareholders Meeting to approve the capital increase/ allotment The 2007 Annual General Meeting of Shareholders will be held on April 25, 2007, at 10.00 a.m. at the Auditorium Room, 9th Floor, Shinawatra Tower 3, Viphavadee Rangsit Road, Chatuchak, Bangkok. The Company will close the share register book from April 4, 2007 at 12.00 noon in order to determine the rights of shareholders to attend and vote, until adjournment of the meeting. 4. Approval of the capital increase/ share allotment by relevant governmental agency and conditions thereto (if any) The Company will register the increase of paid-up capital at the Ministry of Commerce when the warrants are exercised to ordinary shares and seek approvals from the Stock Exchange of Thailand to list such newly issued ordinary shares as listed securities and trading in the Stock Exchange of Thailand. 5. Objectives of the capital increase and plans for utilizing proceeds received from the capital increase The Company will use the proceeds from exercise of warrants as its working capital. 6. Benefit to the Company from the capital increase/ share allotment: To allot the additional shares to reserve for the adjustment of exercise ratio of ESOP warrants adequately due to the entering into terms and conditions of the Prospectus. The Company should maintain the right of ESOP holders' right as specified in the Prospectus. 7. Benefit to the shareholders from the capital increase/share allotment: 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 being about long-term benefit to the Company, as well as retain them with the Company, resulting in improvement of the Company's performance. The newly issued shares from exercise of warrants will have the same rights as that of the increased shares, previously issued, and be entitled to receive dividends from the date that their name are listed in the share register book submitted to the Ministry of Commerce. 8. Other details necessary for shareholders to approve the capital increase/share allotment: Regarding the dividends payments of the company for 2006, 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 additional shares to be reserved for the new exercise ratio of ESOP adequately. 9. Action plan after the Board of Directors of the Company passed a resolution approving the capital increase or allotment of new shares: Date Actions February 23, 2007 Board of Director's Meeting has resolved to allot additional shares for supporting the exercise of the warrants to purchase the ordinary shares and notified the Stock Exchange of Thailand. April 4, 2007 Close the shareholder register book for suspension of share transfer for the right to attend the Annual General Meeting of Shareholders for 2007 April 25, 2007 The holding of the Annual General Meeting of Shareholder for 2007The Company hereby certifies that the information contained in this report form is true and complete in all respects. Signed -Signed authorized director ( Mr. Somprasong Boonyachai ) Director Signed -Signed- authorized director ( Mrs. Siripen Sitasuwan ) Director