(Translation) Enclosure Advanced Info Service Public Company Limited Details of the program regarding the issuance and offering of warrants to purchase ordinary shares to directors and employees of the Company (Employee Stock Option Plan - ESOP) Grant III 1. Objectives and necessities of offering securities to directors and employees of the Company The objective of the ESOP is to compensate and motivate the directors and employees to perform their duties in the best interests of the Company. This should in turn bring about long-term benefit to the Company, as well as retain them with the Company. The overall program consists of 5 plans during a period of 5 years. The Company will issue and offer warrants to directors and employees of the Company once a year, for 5 consecutive years. The terms of warrants issued each year will not exceed 5 years from the date of issuance, while other details of warrants will be similar for all five issuance. The warrant issuance and allocation each year are subject to approvals of the Board of Directors and Shareholders' meetings. Grant I: The amount of warrants issued and offered in 2002 being 14,000,000 units, implying that 14,000,000 ordinary shares (at Baht 1 par value) reserved for the exercise of warrants, equivalent to 0.48 Percent of the paid-up capital of the Company. Grant II: The amount of warrants to be issued and offered in 2003 is 8,467,200 units, implying that 8,467,200ordinary shares (at Baht 1 par value) reserved for the exercise of warrants, equivalent to 0.29 Percent of the total paid-up capital of the Company. The amount of warrants to be issued and offered in this year 2004 is 8,999,500 units, implying that 8,999,500 ordinary shares (at Baht 1 par value) reserved for the exercise of warrants, equivalent to 0.31 Percent of the total paid-up capital of the Company. Total amount of ordinary shares reserved for the exercise of warrants under the ESOP Grant I, II, and III are equivalent to 1.07 Percent of the total paid-up capital of the Company. Details of warrants particular to ESOP Grant III as set out below will be proposed to the shareholders' meeting. Meanwhile, the Company expects to use the proceeds from the exercise of rights pursuant to warrants as working capital. 2. Preliminary Details of Warrants in the Second Year Program Type of Warrants Warrants to purchase the Company's ordinary shares, in registered form and non-transferable unless by hereditary or beneficiary transfer as specified in Clause 3.4.3 (hereinafter referred to as "warrant") Total Number of 8,999,500 units Warrants to be Offered Offering Price Baht 0 (zero Baht) per Unit Offering Period The offering shall be completed within one year from the date on which the program is approved by the SEC. Terms 5 years from the issue and offer date. Reserved Shares 8,999,500 shares (at the par value of Baht 1), or 0.31 of the total paid-up shares. Warrant Allocation Allocation of warrants to the Company's directors and Method employees and not offering through the intermediary. Exercise Ratio One warrant per one ordinary share Exercise Price The weighted average closing price of the Company's shares traded on the Stock Exchange of Thailand during the period of 30 days prior to the day of Shareholders' Meeting, Baht 91.79 per share. Issuing and The Company's Executive Committee will determine the date Offering Date of issuing and offering of warrants Exercise Period The Company's directors and employees could exercise the rights of the warrants to purchase the Company's ordinary shares as shown in the following details: First Year Directors and employees are entitled to exercise one-third of their allocated warrants to purchase ordinary shares one year after the warrants are issued to them, until the warrants are expired. In case the exercise of rights pursuant to warrants creates a fraction of share(s) less than the board lot determined by the Stock Exchange of Thailand, such fraction will be exercisable in the next exercise of right. Second Year Directors and employees are entitled to exercise one-third of their allocated warrants to purchase ordinary shares two years after the warrants are issued to them, until the warrants are expired. In case the exercise of rights pursuant to warrants creates a fraction of share(s) less than the board lot determined by the Stock Exchange of Thailand, such fraction will be exercisable in the next exercise of right. Third Year Directors and employees are entitled to exercise the remaining of their allocated warrants to purchase ordinary shares three years after the warrants are issued to them, until the warrants are expired. In case the exercise of rights pursuant to warrants creates a fraction of share(s) less than the board lot determined by the Stock Exchange of Thailand, such fraction will be exercisable at the last exercise of right. Rights and Interests Other than those Normal Rights and Interests from Ordinary Shares -None- 3. Other Principle and Conditions for Exercise of Warrants 3.1 Exercise Period of Warrants: A holder of the warrant certificate who wishes to exercise their rights to purchase ordinary shares of the Company is required to submit an exercise notice with the Company between 9.00 a.m. and 4.00 p.m. within five business days prior to each exercise date, except for the last exercise period the exercise notice must be submitted during 15 days prior to period of the Last Exercise Period. Ordinary shares purchased in every exercise of warrants will be in whole number of a trading unit on the main board of the Stock Exchange of Thailand, except for the exercise of rights for the last exercise period. 3.2 Exercise Date and Time: Between 9.00 a.m. and 4.00 p.m. of the last business day of every month, ("Exercise Date") except for the last exercise period the exercise date will be during five business days prior to the expired date. 3.3 Qualifications of Directors and Employees Eligible for Warrant Allocation 3.3.1 Any director or employee of the Company with a minimum of one year of service, and not an employee who is sent from a joint venture on a temporary term-basis operation; 3.3.2 Any selected director or employee who is beneficial to the Company (as the case may be); 3.3.3 In the case of any exception not pursuant to Clauses 3.3.1 and 3.3.2, it will be proposed to the meeting of Executive Committee for special consideration; and 3.3.4 The number of warrants as determined by the Company allocated to the respective directors and/or employees of the Company will not necessarily be in the same amount, but will be varied based on the position, work experience, years of service, performance and potential, as well as benefits providing to the Company. 3.4 Warrant Allocation Obligations between the Company and Directors and Employees of the Company 3.4.1 If any director of the Company vacate of office or any employee retire from the Company pursuant to the Company's work rules, prior to exercising the rights under the warrants, such vacated directors or retired employee are entitled to exercise their warrants until the term of warrants. 3.4.2 If any director or employee resign from the Company due to the Company's order of transfer, such director or employee are entitled to exercise their warrants until the term of warrants. 3.4.3 If any director or employee is no longer a director or employee of the Company by reason of decease, disappearance, infirmity, or incompetent, such warrants shall then pass on to the person named as executor or beneficiary of the deceased, disappeared, infirm, or incompetent director or employee, as the case may be. That person will be entitled to exercise those warrants to purchase ordinary shares of the Company until the term of warrants. 3.4.4 If any director resign from the Company prior to expiration of the term of office or any employee resign from the Company for any reason other than as specified in Clauses 3.4.1, 3.4.2, or 3.4.3 above, such director and employee shall be entitled to exercise their warrants to purchase ordinary shares of the Company only the allowed portion within three months after such director and employee resigned from their offices. Alternatively, the executive committee is entitled to determine in the appropriate respect. Remaining warrants which any director or employee is unable to exercise for any of the reasons as stipulated in Clause 3.4.4 shall be submitted to the Company for cancellation. 3.5 In Case of Un-Exercise of Warrants If directors or employees of the Company do not exercise all or some of warrants and terms of warrants are expired, it is deemed that the directors or employees waive their rights on such un-exercised warrants. In this respect, such directors or employees shall not be entitled to claim any compensation from the Company. 3.6 Assistance from the Company in Respect of Sources of Funds for Directors and Employees -None- 3.7 Right Adjustment The Company may reserve additional common shares if the circumstances stipulated in the notification of the Securities and Exchange Commission, relating to the offer for sale of warrants to purchase common shares, occur and cause the adjustment of the rights pursuant to warrants. In the case of the rights adjustment of the ESOP that required more additional shares than the reserved shares, the company shall seek for approval from shareholders, in the next shareholder meeting. Should the warrants expire sooner than the next shareholder meeting, the company shall bring the matter to the shareholder meeting as soon as possible. 4. Effects upon Shareholders from Issuance of Warrants and Offer for Sale to Directors and Employees of the Company on this Occasion 4.1 Effects upon Price Dilution due to the Exercise of Rights to Purchase Shares by Directors and Employees The exercise price is determined as the weighted average closing price of the Company's shares traded on the Stock Exchange of Thailand during the period of 30 days prior to the day of shareholders' meeting, which closes to the market price, the issuance and offering of warrants will not create any effect upon price dilution. However, effects upon price dilution due to the exercise of rights to purchase shares by directors and employees will be subject to the market price of the Company's shares on the day that new shares from the exercise of rights by directors and employees start trading in the Stock Exchange of Thailand. 4.2 Effects upon Existing Shareholders due to Reduced Ownership Ratio or Control Dilution in case Warrants are Exercised by All Directors and Employees as Calculated from the Presently Paid-up Capital: Number of the total issued shares = 2,940,786,429 shares (at a par value of Baht 1 each) Number of all shares from warrant exercise = 8,999,500 shares (at a par value of Baht 1 each) Total number of shares after exercise of right = 2,949,785,929 shares (at a par value of Baht 1 each) Ratio of the existing shareholders after = 99.69 exercise of warrants 4.3 The Amount of Reserved Shares for Exercise of Warrants Allocated to Directors and Employees at the Rate not Exceeding 5 of the Total Issued Shares on the Date of Applying for Approval of the Office Number of the total issued shares = 2,940,786,429 shares (at a par value of Baht 1 each) Number of reserved shares for the exercise = 8,999,500 shares (at a par value of Baht 1 each) of warrant shares to be allocated to directors and employees Ratio of reserved shares to total issued shares = 0.31 of the total issued shares 4.4 The List of All Directors (of the Company and its subsidiaries) to Be Allocated Warrants and Employees who are eligible to be allocated Warrants at the Rate Exceeding 5 of Warrant To Be Issued and Offered Name Number of Allocated Percent of Total Warrants (Unit) Allocated Warrants 1.Mr. Somprasong Boonyachai 914,300 10.16 Director and Chairman of the Executive Committee - Wireless Communications 2.Mrs.Suwimol Kaewkoon 676,000 7.51 Chief Customer Champion & Terminal Business Officer 3.Ms. Yingluck Shinawatra 676,000 7.51 President - Wireless Communications 4.Mr. Vikrom Sriprataks 606,400 6.74 Chief Technology Officer 5.Mr. Kittsanan Ngamphathipong 537,000 5.97 Executive Vice President - Marketing 6.Mrs.Arpattra Sringkarrinkul 487,100 5.41 Executive Vice President - Information System Support and Director of Subsidiary 7.Mr. Suthichai Cheunchoosil 90,800 1.01 Assistant Vice President Enterprise Business and Director of Subsidiary Note: The amount of warrants to be issued and offered will be 8,999,500 units. 4.5 Ordinary shares issued under the warrants exercised shall have the same rights and status as ordinary shares previously issued by the company in all respects. 5. Description and Conditions of Warrants Warrants issued and offered to directors and employees of the Company shall be subject to rules and conditions pursuant to the Securities and Exchange Commission Notification No. GorJor. 36/2544 Re: Offering of Newly Issued Securities to Directors or Employees dated October 19, 2001 Warrant holders are liable to pay taxes and duties pursuant to the Revenue Code and relevant laws in exercising their rights to purchase ordinary shares. After the Last Exercise Period, remaining warrants shall be deemed invalid and cannot be further exercised in any case. 6. Rights of Shareholders in Opposition of Offering for Sales of Warrants to Directors or Employees pursuant to Notification of the SEC No. GorJor. 36/2544 dated October 19, 2001 Pursuant to Clause 14 of the Notification of the SEC No. GorJor. 36/2544 dated October 19, 2001, the issuance and offering of warrants to directors or employees shall to be approved by the Shareholders' Meeting with votes of not less than three quarters of all votes of shareholders attending the meeting and having the right to vote and must not be opposed by shareholders with an aggregate number of shares exceeding 10 of all votes of shareholders attending the meeting. In case of issuance and offering warrants to any director or employee at the rate exceeding five of all warrants offered pursuant to Clause 15 (2) of the Notification of the SEC above, the Shareholders' Meeting will consider the offer for sale with approval on an individual basis and the resolution must have not less than three quarters of all votes of shareholders attending the meeting and having the right to vote and must not be opposed by shareholders with an aggregate number of shares exceeding 5 of all votes of shareholders attending the meeting. 7. List of Directors and Employees Eligible to be Allocated Warrants at the Rate Exceeding Five of All Warrants Name Position Number of Percent Allocated of Total Warrants Allocated (Unit) Warrants 7.1 Mr.Somprasong Boonyachai Director and Chairman of 914,300 10.16 the Executive Committee - Wireless Communications The number of times attending the meetings and not attending the meetings of the director during the past year Advanced Info Service Public Company Limited No. of meetings 5 times Attending 5 times Not attending - times 7.2 Mrs.Suwimol Kaewkoon Chief Customer Champion& 676,000 7.51 Terminal Business Officer 7.3 Ms.Yingluck Shinawatra President - Wireless 676,000 7.51 Communications The number of times attending the meetings and not attending the meetings of the director during the past year Advanced Datanetwork Communication Company Limited No. of meetings 3 times Attending 2 times Not attending 1 times 7.4 Mr.Vikrom Sriprataks Chief Technology Officer 606,400 6.74 The number of times attending the meetings and not attending the meetings of the director during the past year Digital Phone Company Limited No. of meetings 4 times Attending 4 times Not attending - times 7.5 Mr.Kittsanan Ngamphathipong Executive Vice President 537,000 5.97 - Marketing 7.6 Mrs.Arpattra Sringkarrinkul Executive Vice President 487,100 5.41 - Information System Support The total amount of warrants to be issued and offered will be 8,999,500 units. Furthermore, the exercise price will be determined as the weighted average closing price of the Company's shares traded in the Stock Exchange of Thailand during the period of 30 days prior to the day of Shareholders' Meeting. Such persons mentioned in Clause 7.1 - 7.6 will not receive cash benefits when calculated from the difference between the offer price (including the exercise price) and the market price.