-Translation- CP-AIS 054/2004 May 11, 2004 Subject: Notification of the Resolutions of the Board of Directors' Meeting No. 3/2004 in relation to the connected transactions To: The President The Stock Exchange of Thailand Enclosure: Information Memorandum of Connected Transactions The Board of Directors' Meeting of Advanced Info Service Public Company Limited (the "Company") No. 3/2004 held on May 11, 2004 at the Board Room, 20th floor, Shinawatra Tower 1, No. 414 Phahonyothin Road, SamsenNai, Phayathai, Bangkok, has resolved on the following matters: 1. Certified the Minutes of the Board of Directors' Meeting No. 2/2004 held on February 19, 2004. 2. Approved the balance sheets, statement of income, and cash flow statements for the first quarter of 2004 ended March 31, 2004. 3. Approved the Company and its subsidiaries to enter into the connected transactions with the connected companies as follow: 3.1 Approved the Company and its subsidiary to lease vehicles for use at various branches from OAI Leasing Company Limited. 3.2 Approved the Company and its subsidiary to enter into the network equipment installation and maintenance services with Bangkok Telecom Engineering Company Limited. 3.3 Approved the Company to enter into the insurance contracts for the base station and equipment with National Insurance Company Limited. The details of the connected transactions are shown in Enclosure. 4. Approved the capital expenditures for GSM Network Expansion Phrase 13 and Network Quality Improvement Phase 2 at the total amount of USD 86.83 million to enhance coverage and improve transmission project efficiently. These will increase the capacity of service to the Company's subscribers. Please be informed accordingly. Yours sincerely, -Signed- Mr. Somprasong Boonyachai Director Advanced Info Service Public Company Limited Group Compliance, Tel. 0-2299-5561, 5552 Enclosure -Translation- Information Memorandum of Connected Transactions The Board of Directors resolved in the meeting No. 3/2004 held on May 11, 2004 to approve the entry into three connected transactions of Advanced Info Service Public Company Limited ("the Company"). The details are as follows: 1.The Company and its subsidiary lease vehicles to use at various branches from OAI Leasing Company Limited. Date of Transaction within 2004 Parties Involved Lessees:the Company and its subsidiary Lessor :OAI Leasing Company Limited (OAIL) Relationship Shinawatra Family is a major shareholder with Listed Company both OAIL and Shin Corporation Public Co., Ltd. (SHIN), holds 45.00 and 50.47 percent of OAIL and SHIN' s shares respectively. SHIN is a major shareholder of the Company, holds 42.96 percent of the Company's shares. General The Company and its subsidiary lease 224 Characteristics of vehicles to use at various branches from OAIL. the Transaction The Total Value The value is up to Baht 41 million per year of the approximately. The source of payment is paid Transaction from the Company's working capital. The Basis Used to The vehicle rental and service expenses are Determine the Value comparable to other lessors in the market. Board of Directors This transaction is reasonableness, reflecting and the Audit the company's best interest and conducting at Committees' opinion arm's length basis. Connected Transaction This transaction is considered to be a and its Conditions connected transaction of listed companies prescribed in the Notification of the Stock Exchange of Thailand (SET), Re: Rules, Procedures and Disclosure of Connected Transactions of Listed Companies. The size of transaction is 0.10 percent of net tangible assets (as of December 31, 2003). 2.The Company and its subsidiary enter into the network equipment installation and maintenance services with Bangkok Telecom Engineering Company Limited. Date of Transaction within 2004 Parties Involved Employer:the Company and its subsidiaries Contractor: Bangkok Telecom Engineering Company Limited (BTE) Relationship Shinawatra Family is a major shareholder with Listed Company both BTE and Shin Corporation Public Co.,Ltd. (SHIN), holds 99.99 and 50.47 percent of BTE and SHIN' s shares respectively. SHIN is a major shareholder of the Company, holds 42.96 percent of the Company's shares. General The Company and its subsidiary employ BTE Characteristics of to provide the services of network equipment the Transaction installation and maintenance on job-by-job basis. The Total Value The value is up to Baht 170 million per year of the Transaction approximately. The source of payment is paid from the Company's working capital. The Basis Used to The fee of charge is based on comparative price Determine the Value to other contractors, which have to submit tenders in line with acquisition and employment policy. Board of Directors This transaction is reasonableness, reflecting and the Audit the company's best interest and conducting at Committees' opinion arm's length basis. Connected This transaction is considered to be a Transaction and connected transaction of listed companies its Conditions prescribed in the Notification of the Stock Exchange of Thailand (SET), Re: Rules, Procedures and Disclosure of Connected Transactions of Listed Companies. The size of transaction is 0.40% of net tangible assets as of December 31, 2003. 3. The Company enters into the insurance contracts for the base station and equipment with National Insurance Company Limited. Date of Transaction within 2004 Parties Involved Insured:the Company Insurer:National Insurance Company Limited Relationship The Chairman of the board of Shin Corporation with Public Co., Ltd. (SHIN) is a major shareholder Listed Company both SHIN and insurer and there is a joint-director. SHIN is a major shareholder of the Company, holds 42.96 percent of the Company's shares. General The Company enters into the insurance Characteristics of contracts for the base station and equipment. the Transaction The Total Value The value is up to Baht 20.50 million per of the Transaction year approximately. The source of payment is paid from the Company's working capital. The Basis Used to The insurance service charge is the same Determine the Value rate on any other customers. Board of Directors This transaction is reasonableness, and the Audit reflecting the company's best interest and Committees' opinion conducting at arm's length basis. The director who is in the related company did not attend the meeting and did not vote. Connected This transaction is considered to be a Transaction and connected transaction of listed its Conditions companies prescribed in the Notification of the Stock Exchange of Thailand (SET), Re: Rules, Procedures and Disclosure of Connected Transactions of Listed Companies. The size of transaction is 0.05% of net tangible assets as of December 31, 2003. ----------------------------------------------------------