Information Memorandum Description, Condition and Major Characteristics Amortizing Debentures of Advanced Info Service Public Company Limited(AIS063A) No.1/2001 Due 2006 Listing Date As of 26 November 2003 Trading commencement on 26 November 2003 Type of Securities Number of debentures 12,000,000 Units / Par value Baht 1,000 per unit As of the listing date, Par value Baht 625 per unit with Total value Baht 7,500 million Secondary Market The Bond Market Exchange (SET) and Thai Bond Dealing Centre Type of Debentures Amortizing, Unsubordinated and Unsecured Debentures with a Debentureholders' Representative in the Name-Registered Certificate Term to maturity Five years from 23 March 2001, maturing on 23 March 2006 Offering Price Baht 1,000 per unit Coupon Rate and 5.3% per annum. The interest payment shall be paid every six months on 23 March and Interest Payment Date 23 September from the date of the issuance of debentures throughout the term of the debentures Amortization Schedule 8 equal instalments after the month of 18th. Each instalment, 12.5% of issuing value, will be made as follow: (Unit : Baht) No. Date Principal Repayment Outstanding Amount 1 23 September 2002 125 875 2 23 March 2003 125 750 3 23 September 2003 125 625 4 23 March 2004 125 500 5 23 September 2004 125 375 6 23 March 2005 125 250 7 23 September 2005 125 125 8 23 March 2006 125 0 If the due date for payment of principal is not a business day, such payment shall be made on the following business day. Credit Rating AA- by TRIS Rating Co., Ltd. Major Debenture holdersAs of 30 October 2003, there are 751 Debentureholders, and the top ten major Debentureholders are as follows: NameNo. of debentures% of present listing Debentures 1.KASIKORNBANK PUBLIC COMPANY 1,157,672 9.65% LIMITED 2.GOVERMENT PENSION FUND 743,250 6.19% 3.GOVERMENT SAVING BANK 622,300 5.19% 4.SOCIAL SECURITY OFFICE 492,300 4.10% 5.THE RUNG YHAO CORPORATE 360,750 3.01% BOND FUND 6.KAYABA CPMPANY LIMITED 340,000 2.83% 7.AJF STAR MULTIPLE FUND 219,000 1.83% 8.TMB CORPORATE BOND FUND 169,240 1.41% 9.MRS. POONSRI TAESOPAPONG 150,000 1.25% 10.REG. P/F ELECTRICITY GENERATING 146,835 1.22% AUTHORITY OF THAILAND Total 4,401,347 36.68% Registrar DBS Thai Danu Bank Public Company Limited Closing Date of 1.In case of interest payment or principal and interest payment (as the the Receipt of Each Interest case may be), the Company or the Registrar shall close the register of the debentures 14 (fourteen) days (including both business days and holidays) prior to each interest payment or principal and interest payment. Such register shall be closed by the Registrar at 12.00 hours on the relevant date. If the day of the closure of the register does not fall on a business day, the register shall be closed on the following business day. 2. In case of debenture redemption, the Company or the Register shall close the register of the debentures 14 (fourteen) days (including both business days and holidays) prior to the majority date and the last interest payment date as specified above in order to suspend the transfer of the debentures for the purpose of determining the names of the debentureholders who are entitled to receive payment of the debenture redemption. Such register shall be closed by the Register at 12.00 hours on the relevant date. If the first day of the closure of the register does not fall on a business day, the register shall be closed on the following day. Maturity Date 23 March 2006 Redemption Procedure 1.Debentureholders shall return certificates at the head office of the Registrar which shall be received by the Registrar at the latest on the maturity date. The Company shall assign the Registrar to prepare and send to the debentureholders crossed cheques in the name of each debentureholder according to the name and address appearing in the register of the debentures on the closing date of the register for the purpose of determining the name of the debentureholders who are entitled to receive payment of the principal together with the last interest payment in respect of the debenture redemption. Nevertheless the debentureholders may collect the said cheques at the head office of the Registrar. The registrar shall send or give such crossed cheques to bondholders whose bond certificates have been returned to the registrar. Call Features none Transferring Restriction None. The company has optained SEC approval for cancellation of transfer limit since 17 November 2003 Others Major duties of the issuers: (1) The issuer will maintain the debt to equity ratio not exceeding 2:1 as specified in the Terms and Conditions. (2) The Issuer shall not pay dividend to the shareholders of the Issuer in the amount of more than 40 per cent of the net profit of that year. However, the Issuer may make annual dividend payment to its shareholders in the aggregate amount of more than 40 per cent but not exceeding 70 per cent of the net profit generated in that particular year under the conditions as follows : (a)The debt to equity ratio shall not exceed 1.50 : 1. (b)The credit rating of the Issuer as announced by Thai Rating and Information Services Co., Ltd. (TRIS) must remain at the level which is not below AA-. (c) The Issuer may make annual dividend payment in the amount which does not exceed 70 per cent of the net profit generated in a particular year under the conditions as provided in (a) and (b) above only for dividend payments from net profits earned by the Issuer in 2003, 2004 and 2005 (the Issuer may make the said dividend payment in 2006 where such payment is made from net profit earned in 2005). Details shall be in accordance with the provisions and requirements as provided in the Terms and Conditions (3) The issuer will prepare and submit a report to the Debentureholders' Representative without delay upon the occurrence of any of the events as specified in the Terms and Conditions, such as the issuer encounters severe damage, the issuer fails to make any payment to its lenders and/or bond holders (whether one or several) in the total of at least Baht 250,000,000 (Two Hundred and Fifty Million Baht), a lawsuit with the disputed amount at least Bath 250,000,000 (Two Hundred and Fifty Million Baht) is filed against the issuer, or the issuer fails to comply with any material provisions or conditions of the Debentureholders' Representative Appointment Agreement or any material provisions of the Terms and Conditions or fails to submit any report reasonably requested by the Debentureholders' Representative. Prepared ByAdvanced Info Service Public Company Limited