CAPITAL INCREASE REPORT

16 กรกฎาคม 2544
(Translation) Capital Increase Report Advanced Info Service Public Company Limited July 13, 2001 The Board of Directors' Meeting No. 4/2001 of Advanced Info Service Public Company Limited (the Company), held on July 13, 2001 at 3.30 p.m. passed a resolution in respect of the allotment of unissued shares. The details are as follows: 1. Capital increase The Board of Directors' Meeting No. 4/2001 approved the allotment of 23.5 million unissued shares with par value of Baht 10 per share, resulting in the increase in the Company paid-up capital from Bt2,700 million to Bt2,935 million 2. Allotment of new shares The Board of Directors' Meeting approved the allotment of 23.5 million new ordinary shares, at par value of Baht 10 per share, totalling Baht 235 million via private placement to Shin Corporation Public Company Limited (SHIN) and SingTel Strategic Investments Pte Ltd.(SingTel), according to the following details: 2.1 Details of allotment Allot to Number of Ratio Offering price Subscription and Remark shares (old : new) (Baht / share) payment period Existing - - - - - shareholders Public - - - - - Shin 17 million - 413 The detail of The price Corporation the subscription is based Public period,method on 90-day Company and offering average Limited condition shall price be determined by trading on the Executive the main Committee and/or board. the designated person authorized by the Board of Directors. SingTel 6.5 million - 462 The detail of The price Strategic the subscription is based Investments period,method on 90-day Pte. Ltd. and offering average condition shall price be determined by trading on the Executive the Committee and/or foreign the designated board. person authorized by the Board of Directors. To reserve - - - - - for the conversion / exercise of the financial instruments (please specify) Details of Shin Corporation Public Company Limited Name : Shin Corporation Public Company Limited Nature of Business : Holding Company Type of Business : To invest and participate in the management of the companies related to telecom business Major Shareholders : 1. Mr. Panthongtae Shinawatra 24.99 2. Mr. Bhanapot Damapong 13.77 3. Ample Rich Investments Ltd. 11.2 4. Singapore Telecom International Pte Ltd 5.18 5. Samart Corporation Public Company Limited 4.10 6. Others 40.76 Total 100.00 Board of Directors : 1. Mr. Bhanapot Damapong Chairman of the Board of Directors 2. Mr. Paiboon Limpaphayom (Ph.D.) Vice Chairman of the Board of Directors 3. Mr. Paron Isarasena Na Ayudhaya Director 4. Mr. Boonklee Plangsiri Director 5. Mrs. Siripen Sitasuwan Director 6. Ms. Chua Sock Koong Director 7. Mr. Niwat Boonsong Director 8. Mr. Arak Chonlatanon Director 9. Mr. Thavatchai Vilailuck Director 10.Mr. Thanong Bidhaya (Ph.D.) Director 11.Mr. Olarn Chaiprawat (Ph.D.) Chairman of the Audit Committee 12.Mr. Sirin Nimmanheminda Audit Committee 13.Mr. Vithit Leenutaphong Audit Committee Details of SingTel Strategic Investment Pte. Ltd. Name : SingTel Strategic Investments Pte Ltd. Nature of Business : Investment holding Type of Business To invest and participate in the management of the companies related to telecom business Major Shareholders : Singapore Telecommunication Pte Ltd. Board of Directors : 1. BG Lee Hsien Yang 2. Chua Sock Koong 2.2 The Company's action in case of any fraction of shares - None - 2.3 Remaining unallotted shares 206.5 million shares 3. Schedule for shareholders' meeting for approval of the allotment of new shares The Extraordinary General Meeting of Shareholders No.2/2001 is scheduled to be held on August 20, 2001 at 13.30 p.m. at the Auditorium Room, 19th Floor Shinawatra Tower 1, Phaholyothin Road, Kwaeng Samsennai, Khet Phayathai, Bangkok 10400. The share register book will be closed to determine the right of shareholders who could to attend and vote in the meeting from 12.00 noon on July 31, 2001 until the meeting has been duly convened. 4. Approval for capital increase or allotment of new shares by relevant governmental agency and conditions The Company will apply for the registration of the increase in paid-up capital with the Ministry of Commerce. 5. Objectives and plans for utilising proceeds received from the capital increase The Company issues 23.5 million new ordinary shares at the par value of Baht 10 per share, of which 17 million shares shall be issued to SHIN at the price of Baht413 per share. The rest of 6.5 million shares shall be allotted to SingTel at the price of Baht 462 per share. The proceeds from issuing new ordinary shares will be lent to SDT to partially repay the debts owed to SHIN and SingTel. 6. Benefits from the capital increase In preparation for the upcoming liberalisation, the Company plans to invest in SDT, a major shareholder of Digital Phone Company Limited (DPC) which is a GSM 1800 MHz mobile phone service provider. The investment will amount to Baht540 million, after SDT purchases 430,986,272 shares of DPC from TMI Mauritius Limited. After the transaction, full synergy can be realized in many aspects such as network cost saving, network sharing, etc. All of which will translate into benefits for the Company's subscribers in terms of wider service area and enhanced quality of service. 7. Expected Benefits to shareholders from the allotment of new shares 7.1 Dividend policy The Company will declare dividend of not less than 40 percent of the net profit, if there is no material impact to the Company's performance. 7.2 The persons who subscribe for new ordinary shares will be entitled to receive dividend from the Company's business operations starting from January 1, 2001. 8. Tentative timetable in case of the Board of Directors of the Company approves for the allotment of new share is set out as the attachment to this report. The Company certifies that the information described in this report is accurate and complete. (Signed) Director (Mr. Somprasong Boonyachai) Director Advanced Info Service Public Company Limited. (Signed) Director (Mrs. Siripen Sitasuwan) Director Advanced Info Service Public Company Limited Tentative Timetable for the Allotment of New shares No. Activities Date 1. Board of Directors' Meeting to approve the allotment July 13, 2001 of new shares 2. Report the Board of Directors resolutions to the SET July 13, 2001 3. Closure of share registrar book to determine the right July 31, 2001 of shareholders who could attend the Meeting (XM) 4. Extraordinary General Meeting of Shareholders to August 20, 2001 approve the allotment of new shares. 5. Report the Extraordinary General Meeting of August 20, 2001 Shareholders resolutions to the SET.