Information Memorandum Description, Condition and Major Characteristics Amortizing Debentures of Advanced Info Service Public Company Limited (AIS093B) No.2/2002 Due 2009 Listing Date As of 26 November 2003 Trading commencement on 26 November 2003 Type of Securities Number of debentures 4,500,000 Units / Par value Baht 1,000 per unit Total value Baht 4,500 million Secondary Market The Bond Market Exchange (SET) and Thai Bond Dealing Centre Type of Debentures Unsubordinated and Unsecured Amortising Debentures with a Debentureholders' Representative in the Name-Registered Certificate Term to maturity 7 years from 21 March 2002, maturing on 21 March 2009 Offering Price Baht 1,000 per unit Coupon Rate and Interest Payment Date Average rate for 6-month fixed deposit quoted by Bangkok Bank PCL, KASIKORNBANK PCL, Siam Commerical Bank PCL and Krung Thai Bank PCL plus 2.1% per annum. The interest rate shall be fixed 3 business day preceding the interest period. The interest payment shall be made semi-annually on 21 March and 21 September, which is every 6 months from the date of the issuance of debentures, throughout the term of the debentures Amortization Schedule (Unit : Baht) No. Date Principal Repayment Outstanding Amount 1 21 September 2002 0 1,000.000 2 21 March 2003 0 1,000.000 3 21 September 2003 0 1,000.000 4 21 March 2004 0 1,000.000 5 21 September 2004 0 1,000.000 6 21 March 2005 0 1,000.000 7 21 September 2005 0 1,000.000 8 21 March 2006 0 1,000.000 9 21 September 2006 166.6667 833.3333 10 21 March 2007 166.6667 666.6666 11 21 September 2007 166.6667 499.9999 12 21 March 2008 166.6667 333.3332 13 21 September 2008 166.6667 166.6665 14 21 March 2009 166.6667 0.0000 Credit Rating AA- by TRIS Rating Co., Ltd. Major Debenture holders As of 30 October 2003, there are 219 Debentureholders, and the top ten major Debentureholders are as follows: Name No. of debentures % of present listing Debentures 1. GOVERMENT PENSION FUND 2,250,000 50.00% 2. GOVERMENT SAVING BANK 535,000 11.89% 3. AJF STAR MULTIPLE FUND 295,000 6.56% 4. GOVERMENT PENSION FUND BY 100,000 2.22% ONE ASSET MANAGEMENT 5. AJF STAR PLUS FUND 80,000 1.78% 6. THE HONGKONG AND SHANGHAI 80,000 1.78% BANKING CORPORATION LIMITED 7. GOVERMENT PENSION FUND BY K- 75,000 1.67% ASSET MANAGEMENT 8. THE REGISTERED STAFF THE 73,000 1.62% PROVIDENT FUND OF CAT TELECOM PLC. AND THAILAND POST CO., LTD 9. ABERDEEN INCOME OPEN FUND 45,000 1.00% 10.PTT PUBLIC COMPANY LIMITED AND 44,840 1.00% AFFILIATE REGISTER PROVIDENT FUND Total 3,577,840 79.51% Registrar DBS Thai Danu Bank Public Company Limited Closing Date of the Receipt of Each Interest Payment and the Date of Redemption 1. In case of interest payment, the Company or the Registrar shall close the register of the debentures for the purpose of compiling the names of the debentureholders on the fourteenth day (including both business days and holidays) prior to each interest payment. Such register shall be closed on the period of between 12.00 hours and 13.00 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 21 March 2009 Redemption Procedures 1. In case of debentureholders in scrip system, 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; or 2. In case of debentureholders in scripless system, the Securities Depository Center shall notify to the Registrar the name and details of debentureholders in scripless system 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. The Registrar shall then record the said names and details of the debentureholders in the register of the Debentures. The Company shall assign the Registrar to prepare and send a crossed check marked "A/C payee only" to the debentureholders according to the name appearing in the register for the purpose of determining the name of the debentureholders who are entitled to receive payment of 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. Call Features none Transferring Restrictionnone 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 By Advanced Info Service Public Company Limited