Translation AIS-CP 054/2006 April 24, 2006 Re: Notification of the Resolutions of the 2006 Annual General Meeting of Shareholders To: The President The Stock Exchange of Thailand Attachments: Details of the Employee Stock Option Plan - ESOP Grant 5 The 2006 Annual General Meeting of Shareholders of Advanced Info Service Public Company Limited (the "Company") held on April 24,2006 at the Auditorium room, 9 floor, Shinawatra Tower 3, Viphavadee Rangsit Road, Chatuchak, Bangkok, has resolved as follows: 1.Certified the Company's operating results for 2005 and approved the balance sheets, statement of income, and cash flow statements of 2005 ended December 31, 2005; 2.Approved the dividends payment for the second half of 2005 (July 1 - December 31, 2005) to shareholders at Baht 3.30 each, totaling Baht 9,735.73 million.The closing date of register book to determine the right to receive dividend will be on April 4,2006, at 12.00 noon and the payment date will be on May 8, 2006. Provided that, the treasury stock is not entitled to receive the dividends. The Company's dividends payment of the entire year 2005 (including the interim dividend payment paid from the operating results in the first haft of 2005 at Baht 3.00 per share) is accounted to be Baht 6.30 per share, or totally Baht 18,574.24 million. 3. Approved the appointment of auditors of PricewaterhouseCoopers ABAS Limited to be the Company's auditors for the year ended 2006 as follow: - Mr. Suchart Leungsurasawat CPA. No. 2807 - Ms. Nangnoi Charoenthavesub CPA. No. 3044 - Mrs.Suwannee Bhuripanyo CPA. No. 3371 - Mr. Prasit Yuengsrikul CPA. No. 4174 One of these persons will be responsible for auditing and giving comments on the Company's financial statements. The auditors' remuneration for auditing shall not exceed Baht 6.31 million. 4. Approved the appointment of directors in place of directors retired by rotation, appointment of additional director and designation of authorized directors of 2006 as follows; 4.1 The retiring directors due to cease of their terms are as follows: - Mr. Boonklee Plangsiri Director - Mr. Arun Churdboonchart Independent Director and the Member of the Audit Committee - Mr. Somprasong Boonyachai Director 4.2 The retiring directors having been re-appointed are as follows: - Mr. Boonklee Plangsiri Director - Mr. Arun Churdboonchart Independent Director and the Member of the Audit Committee - Mr. Somprasong Boonyachai Director 4.3 The appointment of additional director of Mrs. Tasanee Manorot as a new independent director and member of the audit committee, the board of directors has been changed from 10 to 11 persons. 4.4 The members of the Board of Directors shall be as follows: - Dr.Paiboon Limpaphayom Chairman of the Board of Directors and Independent Director - Mr. Arun Churdboonchart Independent Director and the Member of the Audit Committee - Mrs. Tasanee Manorot Independent Director and the Member of the Audit Committee - Mr. Vasukree Klapairee Director - Mr. Suphadej Poonpipat Director - Mr. Allen Lew Yoong Keong Director - Mr. Hui Weng Cheong Director - Mr. Boonklee Plangsiri Director - Mr. Somprasong Boonyachai Director - Mrs.Siripen Sitasuwan Director 4.5 The authorized signatories are as follows: "Mr. Boonklee Plangsiri, Mr. Somprasong Boonyachai, and Mrs. Siripen Sitasuwan any two of these three directors jointly sign with the Company's seal affixed." 5. Approved the directors' remuneration for the fiscal year 2006 not exceeding of Baht 10,000,000. Such remuneration shall consist of salary, bonus, welfare, and meeting allowance. Provided, audit committee, outside directors, and independent directors in the board of directors and also independent directors who are appointed to other sub-committee of the Company are eligible for meeting allowance the amount of 25,000 Baht at each meeting, save for independent director assuming the chairman of the sub-committee is eligible for meeting allowance the amount of 30,000 Baht at each meeting. 6. Approved the issuance and allocation of warrants to purchase ordinary shares to directors and employees of the Company (ESOP Grant 5) in the number of 10,138,500 units as per details in the Attachment. The Executive Committee or the designated person(s) by the Board of Directors are authorized to consider and prescribe other details relevant to the issuance of the warrants, including seeking approvals from the relevant authorities and performing any other necessary actions related to the issuance of the warrants. 7. Approved the allocation of 10,138,500 new ordinary shares, at the par value of Baht 1 each, to reserve for the exercise of warrants under the ESOP Grant 5. Other related details and conditions as well as taking necessary and appropriated actions in connection with the allocation of such new ordinary shares under the ESOP, including the listing of such new ordinary shares on the Stock Exchange of Thailand will be determined at the discretion of the Executive Committee or the designated person by the Board of Directors. 8. Approved, with consent from the Remuneration Committee, the allocation of warrants to the Company's directors and employees who are eligible for the warrants of exceeding 5% of the total ESOP Grant 5. These directors and employees are: Name Number of Allocated Percent of Total Warrants Warrants 1. Mr. Somprasong Boonyachai 538,500 5.31 2. Mrs. Suvimol Kaewkoon 547,600 5.40 3. Mr. Vikrom Sripratak 538,500 5.31 9. Approved the allotment of 615,800 additional ordinary shares, at the par value of Baht 1 each, to be reserved for exercising the right in pursuance of the ESOP warrants Grant 2, 3, and 4 due to entering into the terms and conditions of the Prospectus. Regarding the dividends payments of the company for the first and second half of 2005, the Company has approved dividends payments in excess of 50% of net profit after income tax. This has affected the exercise price and exercise ratio of warrants to purchase the Company's ordinary shares, which were offered to directors and employees of the Company (ESOP) as stated in the Prospectus. The ESOP warrant holders' rights shall not be decreased. The Company, therefore, will allot 615,800 additional shares to be reserved for the new exercise ratio of ESOP Grant 2, 3, and 4, which will be comprised of 44,400 shares for Grant 2, 249,300 shares for Grant 3, and 322,100 shares for Grant 4 respectively. Please be informed accordingly Best Regards, -Signed- Mr. Somprasong Boonyachai Director Advanced Info Services Plc.