Information Memorandum Regarding the Acquisition of Assets and Connected Party Transactions Relating to the Acquisition of Shin Digital Company Limited Shares by Advanced Info Service Public Company Limited 1. Date of the Transaction The Board of Directors of Advanced Info Service Public Company Limited (the "Company" or "ADVANC") resolved in the meeting No. 4/2001 held on 13th July 2001, the matters as follows: 1.1 approved the acquisition of 99,993 shares of Shin Digital Company Limited ("SDT") - 69,993 SDT shares from SHIN - the remaining of 30,000 SDT shares from SingTel Strategic Investment Pte Limited ("SingTel") 1.2 approved to provide a financial support to SDT to repay the loans from SHIN and SingTel through - the Baht 10,024 million loan by using the proceeds from allotment of 23.5 million shares amounting to Baht 10,024 million by the way of private placement to SHIN in a number of 17 million shares at the offering price of Baht 413 each (90-day average of the local shares price), being Baht 7,021 million in aggregate, and to SingTel in the number of 6.5 million shares at the offering price of Baht 462 each (90-day average price of foreign shares price), being Baht 3,003 million in aggregate - the USD 161.3 million loan (approximately an equivalent amount of Baht 7,337 million) and/or equivalent in other currencies The above-mentioned transactions are subjected to the approval of from the Extraordinary General Shareholders' Meeting No.2/2001 scheduled on 20th August 2001. 2. Names of Parties Involved Buyer : Advanced Info Service Public Company Limited ("ADVANC") Seller : 1. Shin Corporations Public Company Limited ("SHIN") amounting 69,993 shares 2. SingTel Strategic Investments Pte. Ltd. ("SingTel") amounting 30,000 shares 3. Nature of the Transactions Based on the calculation of size of transactions under the Notification of the Stock Exchange of Thailand RE : Rules, Procedures and Disclosure of Information Concerning the Acquisition and Disposition of Assets of Listed Companies, dated 22nd January, 1993 this transaction falls under category 2 with the maximum size of transaction equivalent to 23.11 percent when comparing between the total value of consideration and the value of assets of listed company and its subsidiaries collectively. In accordance with the Notification of the Stock Exchange of Thailand RE : Rules, Procedures, and Disclosure of Connected Party Transactions of Listed Companies, this transaction is considered to be a connected party transaction. Therefore, this transaction requires the prior approval of ADVANC shareholders with the votes of not less than three-quarters of the total number the shareholders who are present at the Shareholders Meeting and have the right to vote, excluding the shareholders with vested-interest, SHIN and SingTel. 4. Details of the Acquired Securities Name of the Company: Shin Digital Company Limited Type of Securities : Ordinary shares Nature of Business : Holding Company of Digital Phone Company Limited ("DPC") Registered Capital : Baht 1,000,000 Paid-up Capital : Baht 1,000,000 Board of Directors: 1. Mr. Boonklee Plangsiri 2. Mr. Vikrom Sriprataks 3. Mrs.Siripen Sitasuwan 4. Mr. Somprasong Boonyachai 5. Mrs.Chau Sock Koong 6. Mr. Chow Wing Keung Lucus Major Shareholders: 1. SHIN 69.99% 2. SingTel 30% Number of Purchased Shares: 99,993 shares Percent of Shares Held Before Purchasing: 0% Percent of Shares Held After Purchasing: 99.99% 5. Total Value of Consideration 5.1 The total value of 99,993 SDT shares is equivalent to Baht 540 million at the price of Baht 5,400 per share. The Company will pay the share price to SHIN and SignTel in cash. 5.2 Company shall provide SDT the financial support in order to repay debts owed to SHIN and SingTel as follows: - the Baht 10,024 million loan by using the proceeds from allotment of 23.5 million shares amounting to Baht 10,024 million by the way of private placement to SHIN in a number of 17 million shares at the offering price of Baht 413 each (90-day average of the local shares price), being Baht 7,021 million in aggregate, and to SingTel in the number of 6.5 million shares at the offering price of Baht 462 each (90-day average price of foreign shares price), being Baht 3,003 million in aggregate - the USD 161.3 million loan (approximately an equivalent amount of Baht 7,337 million) and/or equivalent in other currencies 6. Value of Acquired Securities The Company will purchase ordinary shares in SDT from SHIN in a number of 69,993 shares or 69.99 percent and purchase from SingTel in a number of 30,000 shares or 30% at the price of Baht 5,400 each with the total investment value equivalent to Baht 540 million. 7. The Basis Used to Determine of Value of Consideration The Company uses the book value plus carrying cost including all transaction costs relating to all DPC shares acquired by SHIN and SingTel as the basis for calculation of the value of SDT shares. 8. Expected Benefits to be Occurred To prepare for the liberlization of the telecommunication in Thailand, the Company decided to invests in SDT which is the majority shareholder holding of 97.54 percent of DPC , service provider of the mobile phone GSM 1800 MHz system. Such investment will create a fully realizing the synergy between AIS and DPC. In addition it will help in cost saving for the installation of the network ,increasing of coverage area through network sharing and providing better quality of service. 9. Source of fund 1. Working capital amounting to Baht540 million. 2. The proceeds from the allotment of unissued shares, being total value of Baht10,024 million. 3. Loan from the financial institution(s) amounting not exceeding USD161.3 million (approximately Baht7,337 million) or an equivalent amount on other currency. 10. Details of the securities The allotment of unissued shares by way of private placement of 23.5 million shares, being total value of Baht10,024 million by allocating to SHIN in the number of 17 million shares at the offering price of Baht413 per share (the main board average 90-trading day closing price), being the total value of Baht7,021 million, and to SingTel in the number of 6.5 million shares at the offering price of Baht462 per share (the foreign board average 90-trading day closing price), being the total value of Baht3,003 million. 11. Details of Connected transactions SHIN and SingTel are the major shareholders of the Company by holding 40.5% and 18.63% interest in the Company, respectively. Furthermore, SHIN and SingTel are the controlling shareholders of SDT. 12. The conditions of the approval by the Shareholders' Meeting This transaction is a connected transaction and an acquisition-and-disposal-of- assets. According to the Notifications of the Stock Exchange of Thailand RE: Rules, Procedure and Disclosure of the Connected Transaction of Listed Companies dated February 17, 1993 and RE: Rules, Procedure and Disclosure of the Information Concerning the Acquisition and Disposal of Assets of Listed Companies dated January 22, 1993, this transaction requires the approval of the Shareholders' Meeting with votes of not less than three-fourth of the total number of the shareholders and proxies who are present at the meeting and have the right to vote, excluding the shareholders with vested-interest, SHIN and SingTel. The Board of Directors has reviewed and confirmed that the information memorandum is accurate and complete as required by the regulation of the Stock Exchange of Thailand. Sign_________________________Director (Mr.Somprasong Boonyachai) Sign_________________________Director (Mr.Siripen Sitasuwan)