Share Repurchase Disclosure Form In the case where repurchasing the Company's own shares is for financial management purposes. (Under Section 66/1 (2) of the Public Company Limited Act) Advanced Info Service Public Company Limited Date November 14, 2002 We, Advanced Info Service Public Company Limited, hereby notify the resolution of the board of directors, no. 8/2002, held on November 14, 2002, regarding the approval on the proposed share repurchase for financial management purposes, with the details as follows: 1. The share repurchase program 1.1 The maximum amount for the share repurchase will not exceed 3,500 million baht. 1.2 Number of shares repurchased will not exceed 90,000,000 shares (at par value 1 baht per share) or equal to 3.07% of the total of paid-up capital. 1.3 Procedure used for the repurchasing of shares .X.. on the Stock Exchange of Thailand .... offer to general shareholders at the price of.. baht per share ( the price being the same) The repurchase period will be started from December 2, 2002 to June 1, 2003 Remarks : The Company has to disclose the proposed share repurchase not later than 14 days prior to the date on which the shares will be repurchased 1.The implementation period shall not exceed 6 months when a share repurchase scheme is by way of purchasing from the SET. 2.The repurchase period shall not be less than 10 days and shall not exceed 20 days in the case where the offering is from the general shareholders. 1.4 The principle used to determine the repurchase price: The Company determines the repurchase price by using the Discounted Cash Flow Analysis as well as taking into account the average market price during the last 30 days prior to the date on which the Company discloses the information of shares repurchase. The average price during October 2, 2002 to November 13, 2002 was 33.525 Baht/share. 2. The information of the Company 2.1 The Company and its subsidiaries' retained earnings and excess liquidity is based on the Reviewed Financial Statement as of September 30, 2002 - Retained earning is 24,334 million baht - The debts, which shall become due within the 6 months following from the date on which the shares will be repurchased, is equal to 8,000 million baht. - Explain the basis for the ability to repay the abovementioned debts and specify the source of funds for the repayment Operating cash flow generated by the Company and its subsidiaries increases from 10,667 million baht in the first 9 months of 2001 to 16,736 million baht for the same period in 2002. As of Q3 2002, cash on hand amounts to 8,550 million baht. The Company and its subsidiaries have 8,000 million baht of outstanding debts and interest , which shall become due within the 6 months following from the date on which the shares will be purchased. However, with the cash on hand at the end of Q3 2002 along with future operating cash flow, the Company is financially sufficient to make its near-term total debt repayment. Therefore, the stock repurchase program will have no financial impact to the Company and its subsidiaries. 2.2 The number of minor shareholders (Free float) as in the share registration book finalized on September 20, 2002 equal to 1,058,065,041 shares or 36.05% of the Company's paid up capital. In addition, the Company encloses herewith the report of the Company's share distribution. 3. Reasons for the proposed share repurchase The objective of the repurchase program is to manage the Company's liquidity and increase ROE (return on equity) and EPS (earnings per share). The management is confident in the Company's potential and growth in the future. And, the Company believes that the current market price of its stock is below the fundamental value of the Company. 4. Likely impacts after the share repurchase. 4.1 Impact on the shareholders As a consequence of share repurchase, the shareholders should be able to receive a higher dividend payment, since the number of shares outstanding would be reduced by the number of shares repurchased as such shares repurchased do not qualify for dividend payment. Therefore, this will increase the ROE and EPSreturn on equity. 4.2 Impact on the Company The Company believe that share repurchase will have impact on Cash and Book Value of the Company, where if the Company repurchases shares for 3,500 million baht, the liquid assets and book value will be reduced by the same amount 5. The description of the resale of shares and of the shares written off: - Procedure for shares resold ..X. on the Stock Exchange of Thailand ..X. by Public Offering The Company may resell the shares on the Stock Exchange of Thailand or by Public Offering, depending on the prevailing situation at that time of shares resold. - Period for the resale of share is from December 2, 2003 to June 1, 2006, with a total project life of not longer than 3 years and 6 months. (After 6 months from the completion date of share repurchase and not later than 3 years from that time) - Principle used to determine the resale price The Company has a policy to follow the regulations as per the Ministerial Regulations Re: Rules and Procedures for Share Repurchase, Disposition of Repurchased Shares and Shares Written Off in a Public Limited Company B.E. 2544, as follows: The Company will dispose all the repurchased shares under this scheme by offering them on the main board of Stock Exchange of Thailand or through generalpublic offering under the applicable regulation. The disposal period may start 6 months after the completion date of the share repurchase scheme. The Company will dispose the repurchased shares prior to issuance of new shares. The price for disposal of shares will be based on the return on investment and the need of cash for future investments In the event, the Company does not or is unable to dispose the repurchased shares within 3.5 years and 6 months years from the date of completion of the share repurchase, the Company will reduce its capital by writing off of the remaining unsold repurchased shares. 6. Shares repurchased in the past None The Company certifies that the information contained in this report and attached documents are true and complete in all respects. Sign.......................... (Mr. Somprasong Boonyachai) Director Note : Listed companies must report any resolutions of the board of directors regarding proposed projects for share repurchase on the date of the abovementioned meeting or up until 9.00am on the following day of business via facsimile and the Exchange's ELCID.