BOD'S RESOLUTIONS ON ADDITIONAL INVESTMENT &ISSUANCE OF BOND

27 กันยายน 2544
-Translation- AIS 0540/2544 September 26, 2001 Subject : Notification of the Resolutions of the Board of Directors' Meeting on the Additional Investments and Issuance of Bond To : President Stock Exchange of Thailand The Board of Directors' Meeting of Advanced Info Service Public Company Limited ("ADVANC" or "Company") held on September 26, 2001, at 11.00 a.m. at the Board Room 20th Floor, Shinawatra Tower I, Phaholyothin Rd., Samsennai Phayathai, Bangkok 10400, resolved the matters as follows: 1. Certified the Minutes of the Board of Director's Meeting No. 5/2001 held on August 14, 2001. 2. Approve the additional capital expenditure investment budget and to enter into purchase and installation contracts with supplier for GSM phase 9 network expansion amounting to USD 257.92 million. Such network expansion is to enhance the service coverage and quality to support the rapid growth of the Company's prepaid and postpaid customers. 3. Approve the purchase of DPC's capital increase common shares in an amount of not exceeding Baht 3,000 million for DPC's GSM1800 network expansion to enhance efficiency of its service. 4. Approve the issuance and offering for sale to investors of unsecured bond worth not exceeding Baht 15,000 million and/or equivalent in other currencies. The issuance of offering will be subject to the following terms and conditions. - Size of bond issued In an amount not exceeding Baht 15,000 million and/or equivalent in other currencies - Type of bond Unsecured bond - Maturity Not exceeding 10 years from the issuing date - Offering To be offered domestically and/or internationally to the public and/or institutional investors in whole or in part, which could be single or multiple offerings - Special conditions In the case of bond redemption within the amount already approved, ADVANC can replace with additional bonds of the same nature and under the conditions and size given here above. Additional restrictions and conditions of the bonds, such as, the size of bond issuance, the face value, offered price per unit, interest rate, principal repayment, appointment of bondholders' representatives, allocation method, offering details, early redemption, an account to be established for the proceeds received from the sale of bonds, and listing of such unsecured bonds in one or more of the securities exchange markets, and etc., shall be considered and decided by the Board of Directors and/or Executive Committee and/or person(s) designated by the Board of Directors as deemed appropriate. 5. Approve the borrowings from financial institutions worth not exceeding Baht 15,000 million and/or equivalent in other currencies. Additional restrictions and conditions of the borrowing, such as, currencies, term of loan, interest rate, appointment of representative banks or financial institutions, selection of lending banks or financial institutions, and etc., shall be considered and decided by the Board of Directors and/or Executive Committee and/or person(s) designated by the Board of Directors as deemed appropriate. 6. Approve the amendment to Article 11 of the Company's Articles of Association after the completion of capital increase registration from the allotment of shares via private placement to Shin Corporation Public Company Limited and SingTel Strategic Investments Private Limited, as follows: From: "Article 11 The Company's share are transferable without restrictions, except that the aggregate number of shares held at any time by non-Thai nationals, after the registration of shares issued via private placement to Shin Corporation Public Company Limited and SingTel Strategic Investments Private Limited, shall not exceed 48.30% of all issued shares of the Company." To: "Article 11 The Company's shares are transferable without restrictions, except that the aggregate number of shares held at any time by non-Thai nationals shall not exceed 48.30% of all issued shares of the Company." 7. Approve to convene the Extraordinary General Meeting of Shareholders No. 3/2001 on October 29, 2001 at 2.00 p.m. at the Auditorium, 19th Floor, Shinawatra Tower 1, No.414, Phaholyothin Road, Samsennai, Phayathai, Bangkok 10400. The closing date of the Company's share register book in order to determine the right of shareholders to attend and vote in the meeting will be on October 12, 2001 at 12.00 a.m. until the meeting is adjourned. The agenda are as follows: Agenda No. 1 Matters to be informed; Agenda No. 2 To certify the minutes of the Extraordinary General Meeting of Shareholders No. 2/2001 held on August 20, 2001; Agenda No. 3 To consider and approve the issuance and offering for sale to investors of unsecured bond worth not exceeding Baht 15,000 million and/or equivalent in other currencies; Agenda No. 4 To consider and approve the amendment to Article 11 of the Company's Articles of Association involving the shares held by non-Thai nationals Agenda No. 5 To consider any other business (if any) Yours Faithfully, -Signed- (Mr. Somprasong Boonyachai) Director Advanced Info Service Public Company Limited