BOD'S RESOLUTION ON DIVIDEND PAYMENT& DIRECTORS' APPOINTMENT

28 กุมภาพันธ์ 2544
Translation AIS 0154/2001 February 27, 2001 Subject : Notification of the Resolutions of the Board of Directors' Meeting in respect of dividend payment, appointment of directors, and schedule of the Annual General Meeting of Shareholders for the year 2001 To : President Stock Exchange of Thailand The Board of Directors' Meeting of Advanced Info Service Public Company Limited ("the Company") No. 2/2001 held on Februrary 27, 2001,at10.00 a.m. at the Board Room 20th Floor Shinawatra Tower 1, 414 Phaholyothin Road, Samsennai, Phayayhai, Bangkok 10400 passed the following resolutions: 1. Certified of the Minutes of the Board of Directors' Meeting No. 1/2001 held on January 12, 2001. 2. Approved dividend payment to the shareholders for 270 million shares, Baht 4 each totaling Baht 1,080 million for the fiscal year beginning January 1, 2000 to December 31, 2000. The payment date will be on May 25, 2001. 3. Approved the appointment of directors and determined the directors' remuneration for the year 2001 3.1 The retiring directors due to cease of their tenure are as follows: - Mr. Paiboon Limpaphayom (Ph.D.) - Mrs. Siripen Sitasuwan - Mrs. Charintorn Vongspootorn 3.2 The retiring directors having been re-appointed are as follows: - Mr. Paiboon Limpaphayom (Ph.D.) - Mrs. Siripen Sitasuwan - Mrs. Charintorn Vongspootorn 3.3 The appointment of director in replacement for a resigned director Appointed Mrs. Tasanee Manorot - Senior Executive Vice President of Telephone Organization of Thailand as a director in replacement for Mr. Withu Rukvanichapongs who resigned due to retirement 3.4 The members of the Board of Directors shall be as follows: - Mr. Paiboon Limpaphayom (Ph.D.) Chairman of the Board of Director - Mrs. Tasanee Manorot Director - Mr. Somprasong Boonyachai Director - Mr. Boonklee Plangsiri Director - Mrs. Siripen Sitasuwan Director - Mr. Allen Lew Yoong Keong Director - Mr. Chow, Wing Keung Lucas Director - Mr. Suphadej Poonpipat Chairman of the Audit Committee - Mr. Arun Churdboonchart Member of the Audit Committee - Mrs. Charintorn Vongspootorn Member of the Audit Committee 3.5 The authorized signatories are as follows: "Any two of four directors including Mr. Paiboon Limpaphayom, Mr.Somprasong Boonyachai, Mr. Boonklee Plangsiri, Mrs. Siripen Sitasuwan may act on behalf of the Company by jointly signing and affixing the Company's seal" 3.6 The determination of Directors' remuneration within the limit of Baht 5,000,000 which will be proposed to the Annual General Meeting of Shareholders 2001 for further approval. 4. Approved the appointment of three auditors of PricewaterhouseCoopers ABAS Ltd. to be the Company's auditors for the year ended 2001 as follows: - Mr. Prasan chuapanich CPA. No. 3051 - Mr. Suchart Luengsurasawat CPA. No. 2807 - Miss Nangnoi Charoenthavesub CPA. No. 3044 One of these three persons will be responsible for conduct on audit and giving comments on the Company's financial statements.However,the Board of Directors has assigned the management to consider an appropriate audit fee which will be submitted for further approval at the Annual General Meeting of Shareholders for the year 2001. 5. Approved the schedule of the Annual General Meeting of Shareholders to be held on April 27, 2001 at 10.00 p.m. at Auditorium Room , 19th Fl. Shinawatra Tower 1, 414 Phaholyothin Road, Samsennai, Phayayhai, Bangkok 10400.The closing date of register book to determine the right to attend the meeting shall be on April 9, 2001 at 12.00 p.m. until the meeting adjourned. The meeting agendas are as follows: Agenda 1 Notification Agenda 2 Consider approving report of the Extraordinary General Meeting No. 1/2000 held on January 22, 2001 Agenda 3 Consider approving the Board of Directors' report for the fiscal year 2000; Agenda 4 Consider approving the Company's balance sheets, profit and loss statements, and cashflow statement for the fiscal year ended December 31, 2000 Agenda 5 Consider approving the re-appointment of the retiring directors, limit of the authorized signatories, and the directors' remuneration for the fiscal year 2001; Agenda 6 Consider approving the appointment of the Company's auditors and the auditing and reviewing fee for the fiscal year 2001; Agenda 7 Consider approving dividend payments for 2000's operational results; and Agenda 8 Other (if any). Please be informed accordingly. Respectfully Yours, -Signed- Mr. Somprasong Boonyachai Director Advanced Info Service Plc. Compliance Unit Tel. 299-5221, 299-5206