Capital Increase Report Form

19 กุมภาพันธ์ 2551
Attachment 1 (Translation) Capital Increase Report Form Advanced Info Service Public Company Limited February 19, 2008 __________________________ We, Advanced Info Service Public Company Limited (the "Company"), hereby report on the resolution of the Board of Directors No. 2/2008, held on February 19, 2008 in respect of a share allotment as follows: 1. Capital increase The Board of Directors has approved the allotment of 1,300,000 unissued ordinary shares, at the par value of Baht 1 each, totaling Baht 1,300,000, to reserve for the exercise of warrants to be issued to the Company's directors and employees under ESOP Programs to conform to the adjustment as specified in the Prospectus. 2. Allotment of new shares The Board of Directors has resolved to allocate 1,300,000 unissued ordinary shares, at the par value of 1 Baht each, totaling 1,300,000 Baht, to reserve for the exercise of warrants to be issued to the Company's directors and employees under ESOP Programs. The allotments will be proposed to the shareholders for consideration and approval, details as follows: 2.1 The details of the allotment Allotted to Number Ratio Exercise price per Subscription Note (shares) (old:new) share (Baht) and payment period Existing Shareholders - - - - - General public - - - - - Other persons (specify) - - - - - To reserve for the exercise of the warrant (ESOP Programs), due to the adjustment as specified in the Prospectus, totaling 1,300,000 shares. 1,300,000 - - - - 2.2 The Company's plan in case there is a fraction of shares remaining -None- 2.3 The remaining unallocated shares The remaining unissued shares are 2,009,693,609 shares with par value of 1 Baht each, totaling 2,009,693,609 Baht. 3. Schedule for Shareholders Meeting to approve the capital increase/ allotment The 2008 Annual General Meeting of Shareholders will be held on April 10, 2008, at 10.00 a.m. at the Auditorium Room, 9th Floor, Shinawatra Tower 3, Viphavadee Rangsit Road, Chatuchak, Bangkok. The Company will close the share register book from March 20, 2008 at 12.00 noon in order to determine the rights of shareholders to attend and vote, until adjournment of the meeting. 4. Approval of the capital increase/ share allotment by relevant governmental agency and conditions thereto (if any) The Company will register the increase of paid-up capital at the Ministry of Commerce when the warrants are exercised to ordinary shares and seek approvals from the Stock Exchange of Thailand to list such newly issued ordinary shares as listed securities and trading in the Stock Exchange of Thailand. 5. Objectives of the capital increase and plans for utilizing proceeds received from the capital increase The Company will use the proceeds from exercise of warrants as its working capital. 6. Benefit to the Company from the capital increase/ share allotment: To allot the additional shares to reserve for the adjustment of exercise ratio of ESOP warrants adequately due to the entering into terms and conditions of the Prospectus. The Company should maintain the right of ESOP holders' right as specified in the Prospectus. 7. Benefit to the shareholders from the capital increase/share allotment: 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 being about long-term benefit to the Company, as well as retain them with the Company, resulting in improvement of the Company's performance. The newly issued shares from exercise of warrants will have the same rights as that of the increased shares, previously issued, and be entitled to receive dividends from the date that their name are listed in the share register book submitted to the Ministry of Commerce. 8. Other details necessary for shareholders to approve the capital increase/share allotment: Regarding the dividends payments of the company for 2007, 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 additional shares to be reserved for the new exercise ratio of ESOP adequately. 9. Action plan after the Board of Directors of the Company passed a resolution approving the capital increase or allotment of new shares: Date Actions February 19, 2008 Board of Director's Meeting has resolved to allot additional shares for supporting the exercise of the warrants to purchase the ordinary shares and notified the Stock Exchange of Thailand. March 20, 2008 Close the shareholder register book for suspension of share transfer for the right to attend the Annual General Meeting of Shareholders for 2008 April 10, 2008 The holding of the Annual General Meeting of Shareholder for 2008 The Company hereby certifies that the information contained in this report form is true and complete in all respects. Signed -Signed authorized director ( Mr. Somprasong Boonyachai ) Director Signed -Signed- authorized director ( Mr. Vikrom Sriprataks ) Director