8. Capital Structure

8.1 Securities of the Company

  (1) Registered capital and Paid up capital, as of 4 February 2008

  Registered Capital : 4,997,459,800 Baht divided by

  Common shares 4,997,459,800 shares and par 1 Baht per share

  Paid up Capital : 2,958,593,799 Baht divided by

  Common shares 2,958,593,799 shares and par 1 Baht per share

  (2) Thai Trust Fund (TTF)

  On 31 December 2007, the TTF, who is Thai shareholder, had 64,039,000
  shares or 2.16 percent of paid up capital of the Company (2,958,
  593,799 shares).

  (3) NVDR (Non-Voting Depository Receipt)

  On 31 December 2007, NVDR, who is Thai shareholder, had the underlying
  shares of the Company amounting to 71,391,414 shares or 2.41% of paid
  up capital (2,958, 593,799 shares). By investing in NVDRs, investors
  receive all the financial benefits, i.e. dividends and right issues or
  warrants, as if they had invested in the Company's ordinary shares.
  The difference between investing in NVDRs and the Company's shares is
  the voting rights of shareholders; unlike ordinary shareholders, NVDR
  holders cannot be involved in company decision making.

  (4) Warrants to purchase ordinary shares issued to directors and
  employees of the Company (Employee Stock Option Plan - ESOP)

  The objective of the ESOP is to compensate and motivate directors and
  employees of the Company 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 skills and talent.

  The program consists of five plans over a period of five years. The
  Company issues and offers warrants to directors and employees of the
  Company once a year for five consecutive years. The terms of the
  warrants issued each year will not exceed five years from the date of
  issuance, while other details of the warrants are similar for all five
  issuances. The issuance of warrants and allocation each year are
  subject to approval from the Board of Directors and the Shareholders’
  Meeting.

  Grant I: The amount of warrants issued and offered in 2002 was
  14,000,000 units implying that 14,000,000 ordinary shares (at par 1
  Baht per share) were reserved for the exercise of warrants, equivalent
  to 0.48% of the total paid up capital of the Company.

  ESOP Grant I has expired on 26 March 2007.

  Grant II: The amount of warrants issued and offered in 2003 was
  8,467,200 units implying that 8,467,200 ordinary shares (at par 1 Baht
  per share) were reserved for the exercise of warrants, equivalent to
  0.29% of the total paid up capital of the Company.

  As of 31 December 2007, the outstanding unexercised ESOP remained at
  422,400 units.

  Grant III: The amount of warrants issued and offered in 2004 was
  8,999,500 units implying that 8,999,500 ordinary shares (at par 1 Baht
  per share) were reserved for the exercise of warrants, equivalent to
  0.31% of the total paid up capital of the Company.

  As of 31 December 2007, the outstanding unexercised ESOP remained at
  6,359,400 units.

  Grant IV: The amount of warrants issued and offered in 2005 were
  9,794,800 units implying that 9,794,800 ordinary shares (at par 1 Baht
  per share) were reserved for the exercise of warrants, equivalent to
  0.33% of the total paid up capital of the Company. However, the
  Company issued and offered the warrants of Grant IV amounting to only
  9,686,700 units and 108,100 units still remain.

  As of 31 December 2007, the outstanding unexercised ESOP remained at
  9,676,700 units.

  Grant V: The amount of warrants issued and offered in 2006 were
  10,138,500 units implying that 10,138,500 ordinary shares (at par 1
  Baht per share) were reserved for the exercise of warrants, equivalent
  to 0.34% of the total paid up capital of the Company.

  As of 31 December 2007, the outstanding unexercised ESOP remained at
  9,878,200 units.

  The Executive Committee, or person(s) designated by the Board of
  Directors, are authorised to determine other related details and
  conditions as well as take necessary and appropriate action in
  connection with the issuance of warrants including the seeking of
  approval from competent authorised authorities.

  As of 31 December 2007, the Company had issued and offered a total of
  four (4) ESOP programs.

+----------------+------------+------------+------------+-------------+
| Description    | Grant 2    | Grant 3    | Grant 4    | Grant 5     |
+================+============+============+============+=============+
| Number of      | 8,467,200  | 8,999,500  | 9,686,700  | 10,138,500  |
| warrants       |            |            |            |             |
| granted        |            |            |            |             |
| (units)        |            |            |            |             |
+----------------+------------+------------+------------+-------------+
| Price          | Baht 0     |            |            |             |
|                | (zero      |            |            |             |
|                | Baht)      |            |            |             |
+----------------+------------+------------+------------+-------------+
| Expiration     | Not more   |            |            |             |
|                | than five  |            |            |             |
|                | years from |            |            |             |
|                | the date   |            |            |             |
|                | the        |            |            |             |
|                | warrants   |            |            |             |
|                | are        |            |            |             |
|                | granted.   |            |            |             |
+----------------+------------+------------+------------+-------------+
| Exercise       | 1 :        | 1 :        | 1 :        | 1 : 1.06949 |
| ratio*         | 1.13197    | 1.11788    | 1.10385    |             |
+----------------+------------+------------+------------+-------------+
| Exercise       | 38.322     | 82.111     | 96.628     | 85.523      |
| price*         |            |            |            |             |
|                |            |            |            |             |
| (Baht per      |            |            |            |             |
| share)         |            |            |            |             |
+----------------+------------+------------+------------+-------------+
| Date warrants  | 30 May     | 31 May     | 31 May     | 31 May 2006 |
| granted        | 2003       | 2004       | 2005       |             |
+----------------+------------+------------+------------+-------------+
| Exercise       | The        |            |            |             |
| period         | Company’s  |            |            |             |
|                | directors  |            |            |             |
|                | and        |            |            |             |
|                | employees  |            |            |             |
|                | can        |            |            |             |
|                | exercise   |            |            |             |
|                | the rights |            |            |             |
|                | of the     |            |            |             |
|                | warrants   |            |            |             |
|                | to         |            |            |             |
|                | purchase   |            |            |             |
|                | ordinary   |            |            |             |
|                | company    |            |            |             |
|                | shares as  |            |            |             |
|                | detailed:  |            |            |             |
|                |            |            |            |             |
|                | First      |            |            |             |
|                | Year:      |            |            |             |
|                | Directors  |            |            |             |
|                | and        |            |            |             |
|                | employees  |            |            |             |
|                | of the     |            |            |             |
|                | Company    |            |            |             |
|                | 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   |            |            |             |
|                | expire.    |            |            |             |
|                |            |            |            |             |
|                |   In the   |            |            |             |
|                |   case     |            |            |             |
|                |   that the |            |            |             |
|                |   exercise |            |            |             |
|                |   of       |            |            |             |
|                |   rights   |            |            |             |
|                |   pursuant |            |            |             |
|                |   to the   |            |            |             |
|                |   warrants |            |            |             |
|                |   creates  |            |            |             |
|                |   a        |            |            |             |
|                |   fraction |            |            |             |
|                |   of       |            |            |             |
|                |   shares   |            |            |             |
|                |   less     |            |            |             |
|                |   than the |            |            |             |
|                |   board    |            |            |             |
|                |   lot      |            |            |             |
|                |            |            |            |             |
|                | determined |            |            |             |
|                |   by the   |            |            |             |
|                |   Stock    |            |            |             |
|                |   Exchange |            |            |             |
|                |   of       |            |            |             |
|                |            |            |            |             |
|                |  Thailand, |            |            |             |
|                |   such     |            |            |             |
|                |   fraction |            |            |             |
|                |   will be  |            |            |             |
|                |   e        |            |            |             |
|                | xercisable |            |            |             |
|                |   in the   |            |            |             |
|                |   next     |            |            |             |
|                |   exercise |            |            |             |
|                |   of       |            |            |             |
|                |   rights.  |            |            |             |
|                |            |            |            |             |
|                | Second     |            |            |             |
|                | Year:      |            |            |             |
|                | Directors  |            |            |             |
|                | and        |            |            |             |
|                | employees  |            |            |             |
|                | of the     |            |            |             |
|                | Company    |            |            |             |
|                | are        |            |            |             |
|                | entitled   |            |            |             |
|                | to         |            |            |             |
|                | exercise   |            |            |             |
|                | one-third  |            |            |             |
|                | of their   |            |            |             |
|                | allocated  |            |            |             |
|                | warrants   |            |            |             |
|                | to         |            |            |             |
|                | purchase   |            |            |             |
|                | ordinary   |            |            |             |
|                | shares two |            |            |             |
|                | years      |            |            |             |
|                | after the  |            |            |             |
|                | warrants   |            |            |             |
|                | are issued |            |            |             |
|                | to them,   |            |            |             |
|                | and until  |            |            |             |
|                | the        |            |            |             |
|                | warrants   |            |            |             |
|                | expire.    |            |            |             |
|                |            |            |            |             |
|                |   In the   |            |            |             |
|                |   case     |            |            |             |
|                |   that the |            |            |             |
|                |   exercise |            |            |             |
|                |   of       |            |            |             |
|                |   rights   |            |            |             |
|                |   pursuant |            |            |             |
|                |   to the   |            |            |             |
|                |   warrants |            |            |             |
|                |   creates  |            |            |             |
|                |   a        |            |            |             |
|                |   fraction |            |            |             |
|                |   of       |            |            |             |
|                |   shares   |            |            |             |
|                |   less     |            |            |             |
|                |   than the |            |            |             |
|                |   board    |            |            |             |
|                |   lot      |            |            |             |
|                |            |            |            |             |
|                | determined |            |            |             |
|                |   by the   |            |            |             |
|                |   Stock    |            |            |             |
|                |   Exchange |            |            |             |
|                |   of       |            |            |             |
|                |            |            |            |             |
|                |  Thailand, |            |            |             |
|                |   such     |            |            |             |
|                |   fraction |            |            |             |
|                |   will be  |            |            |             |
|                |   e        |            |            |             |
|                | xercisable |            |            |             |
|                |   in the   |            |            |             |
|                |   next     |            |            |             |
|                |   exercise |            |            |             |
|                |   of       |            |            |             |
|                |   rights.  |            |            |             |
|                |            |            |            |             |
|                | Third      |            |            |             |
|                | Year:      |            |            |             |
|                | Directors  |            |            |             |
|                | and        |            |            |             |
|                | employees  |            |            |             |
|                | of the     |            |            |             |
|                | Company    |            |            |             |
|                | are        |            |            |             |
|                | entitled   |            |            |             |
|                | to         |            |            |             |
|                | exercise   |            |            |             |
|                | the        |            |            |             |
|                | remainder  |            |            |             |
|                | of their   |            |            |             |
|                | allocated  |            |            |             |
|                | warrants   |            |            |             |
|                | to         |            |            |             |
|                | purchase   |            |            |             |
|                | ordinary   |            |            |             |
|                | shares     |            |            |             |
|                | three      |            |            |             |
|                | years      |            |            |             |
|                | after the  |            |            |             |
|                | warrants   |            |            |             |
|                | are issued |            |            |             |
|                | to them,   |            |            |             |
|                | until the  |            |            |             |
|                | warrants   |            |            |             |
|                | expire.    |            |            |             |
|                |            |            |            |             |
|                |   In the   |            |            |             |
|                |   case     |            |            |             |
|                |   that the |            |            |             |
|                |   exercise |            |            |             |
|                |   of       |            |            |             |
|                |   rights   |            |            |             |
|                |   pursuant |            |            |             |
|                |   to the   |            |            |             |
|                |   warrants |            |            |             |
|                |   creates  |            |            |             |
|                |   a        |            |            |             |
|                |   fraction |            |            |             |
|                |   of       |            |            |             |
|                |   shares   |            |            |             |
|                |   less     |            |            |             |
|                |   than the |            |            |             |
|                |   board    |            |            |             |
|                |   lot      |            |            |             |
|                |            |            |            |             |
|                | determined |            |            |             |
|                |   by the   |            |            |             |
|                |   Stock    |            |            |             |
|                |   Exchange |            |            |             |
|                |   of       |            |            |             |
|                |            |            |            |             |
|                |  Thailand, |            |            |             |
|                |   such     |            |            |             |
|                |   fraction |            |            |             |
|                |   will be  |            |            |             |
|                |   e        |            |            |             |
|                | xercisable |            |            |             |
|                |   at the   |            |            |             |
|                |   last     |            |            |             |
|                |   exercise |            |            |             |
|                |   of       |            |            |             |
|                |   rights.  |            |            |             |
+----------------+------------+------------+------------+-------------+
| Exercise       | Within     |            |            |             |
| period of      | five (5)   |            |            |             |
| warrants       | business   |            |            |             |
|                | days prior |            |            |             |
|                | to each    |            |            |             |
|                | exercise   |            |            |             |
|                | date       |            |            |             |
|                | except for |            |            |             |
|                | the last   |            |            |             |
|                | exercise   |            |            |             |
|                | period     |            |            |             |
|                | where      |            |            |             |
|                | exercise   |            |            |             |
|                | notice     |            |            |             |
|                | must be    |            |            |             |
|                | submitted  |            |            |             |
|                | fifteen    |            |            |             |
|                | (15) days  |            |            |             |
|                | prior to   |            |            |             |
|                | the last   |            |            |             |
|                | exercise   |            |            |             |
|                | period.    |            |            |             |
+----------------+------------+------------+------------+-------------+
| Exercise date  | By the     |            |            |             |
|                | last       |            |            |             |
|                | business   |            |            |             |
|                | day of     |            |            |             |
|                | each       |            |            |             |
|                | month.     |            |            |             |
+----------------+------------+------------+------------+-------------+

* When the Company makes a dividend payout greater than 50% of net
profit after tax, it is required, through document filing to the SEC,
that the exercise ratio and the exercise price of the ESOP warrants be
adjusted, which was done on 24 August 2007.

  (5) Debentures

  The Company has five (5) debentures which have not reached their
  maturity date and which are listed on the Thai Bond Market Association
  and Bond Market Exchange (BEX). The debentures of AIS093A and AIS093B
  started trading on the BEX on 26 November 2003, and the debentures of
  AIS099A, AIS119A and AIS139A started trading on the BEX on 20 November
  2006.

1.  Debentures of Advanced Info Service Public Company Limited No 1/2002
    due 2009 (AIS093A)

+--------------------+-------------------------------------------------+
| Type of security   | : Unsubordinated and unsecured debentures with  |
|                    | a debenture holders’ representative on the      |
|                    | registered certificate.                         |
+--------------------+-------------------------------------------------+
| Term to maturity   | : Seven (7) years from 21 March 2002, maturing  |
|                    | on 21 March 2009.                               |
+--------------------+-------------------------------------------------+
| Value of           | : 2,500,000,000 Baht                            |
| debentures         |                                                 |
+--------------------+-------------------------------------------------+
| Number of          | : 2,500,000 units                               |
| debentures         |                                                 |
+--------------------+-------------------------------------------------+
| Par value per unit | : 1,000 Baht                                    |
+--------------------+-------------------------------------------------+
| Offer price per    | : 1,000 Baht                                    |
| unit               |                                                 |
+--------------------+-------------------------------------------------+
| Issue date         | : 21 March 2002                                 |
+--------------------+-------------------------------------------------+
| Maturity date      | : 21 March 2009                                 |
+--------------------+-------------------------------------------------+
| Coupon rate and    | : Interest at the rate of 6.25% per annum to be |
| interest payment   | paid every six months from the date of issuance |
| date               | of the debentures throughout the term of the    |
|                    | debentures.                                     |
+--------------------+-------------------------------------------------+
| Registrar          | : Siam Commercial Bank Plc.                     |
+--------------------+-------------------------------------------------+
| Outstanding amount | : 2,450,000 units                               |
| as of 31 December  |                                                 |
| 2007               | * The Company bought back its debentures and    |
|                    | cancelled them                                  |
|                    |                                                 |
|                    | on 18 November 2003, amounting to 50,000 units. |
+--------------------+-------------------------------------------------+
| Outstanding value  | : 2,450,000,000 Baht*                           |
| as of 31 December  |                                                 |
| 2007               | .                                               |
+--------------------+-------------------------------------------------+
| Credit rating      | : AA                                            |
+--------------------+-------------------------------------------------+

2.  Amortizing Debentures of Advanced Info Service Public Company
    Limited No 2/2002 due 2009 (AIS093B)

  --------------------- -------------------------------------------------
  Type of security      : Unsubordinated and unsecured amortising
                        debentures with a debenture holders’
                        representative on the registered certificate.

  Term to maturity      : Seven (7) years from 21 March 2002, maturing on
                        21 March 2009.

  Value of debentures   : 4,500,000,000 Baht

  Number of debentures  : 4,500,000 units

  Par value per unit    : 1,000 Baht

  Offering price per    : 1,000 Baht
  unit                  

  Issue date            : 21 March 2002

  Maturity date         : 21 March 2009

  Coupon rate and       : The average rate for a six-month fixed deposit
  interest payment date quoted by Bangkok Bank PCL, Kasikorn Bank PCL,
                        Siam Commercial Bank PCL, and Krung Thai Bank PCL
                        per annum plus 2.00%. The interest rate shall be
                        fixed three (3) business days before the interest
                        period. Interest payment shall be made
                        semi-annually on 21 March and 21 September, which
                        is every six months from the date of issuance of
                        the debentures throughout the term of the
                        debentures.

  Registrar             : Siam Commercial Bank Plc.

  Outstanding amount as : 4,500,000 units
  of 31 December 2007   

  Outstanding value as  : 2,250,000,000 Baht
  of 31 December 2007   

  Credit rating         : AA
  --------------------- -------------------------------------------------

3.  Debentures of Advanced Info Service Public Company Limited No 1/2006
    Lot No 1 due 2009 (AIS099A)

  --------------------- -------------------------------------------------
  Type of security      : Unsubordinated and unsecured debentures with a
                        debenture holders’ representative on the
                        registered certificate.

  Term to maturity      : Three (3) years from 7 September 2006, maturing
                        on 7 September 2009.

  Value of debentures   : 3,427,100,000 Baht

  Number of debentures  : 3,427,100 units

  Par value per unit    : 1,000 Baht

  Offering price per    : 1,000 Baht
  unit                  

  Issue date            : 7 September 2006

  Maturity date         : 7 September 2009

  Coupon rate and       : Interest at the rate of 5.80% per annum to be
  interest payment date paid every six months from the date of issuance
                        of the debentures throughout the term of the
                        debentures.

  Registrar             : Thai Military Bank Plc.

  Outstanding amount as : 3,427,100 units
  of 31 December 2007   

  Outstanding value as  : 3,427,100,000 Baht
  of 31 December 2007   

  Credit rating         : AA
  --------------------- -------------------------------------------------

4.  Debentures of Advanced Info Service Public Company Limited No 1/2006
    Lot No 2 due 2011 (AIS119A)

  --------------------- -------------------------------------------------
  Type of security      : Unsubordinated and unsecured debentures with a
                        debenture holders’ representative on the
                        registered certificate.

  Term to maturity      : Five (5) years from 7 September 2006, maturing
                        on 7 September 2011.

  Value of debentures   : 4,000,000,000 Baht

  Number of debentures  : 4,000,000 units

  Par value per unit    : 1,000 Baht

  Offering price per    : 1,000 Baht
  unit                  

  Issue date            : 7 September 2006

  Maturity date         : 7 September 2011

  Coupon rate and       : Interest at the rate of 5.90% per annum to be
  interest payment date paid every six months from the date of issuance
                        of the debentures throughout the term of the
                        debentures

  Registrar             : Thai Military Bank Plc.

  Outstanding amount as : 4,000,000 units
  of 31 December 2007   

  Outstanding value as  : 4,000,000,000 Baht
  of 31 December 2007   

  Credit rating         : AA
  --------------------- -------------------------------------------------

5.  Debentures of Advanced Info Service Public Company Limited No 1/2006
    Lot No 3 due 2013 (AIS139A)

  --------------------- -------------------------------------------------
  Type of security      : Unsubordinated and unsecured debentures with a
                        debenture holders’ representative on the
                        registered certificate.

  Term to maturity      : Seven (7) years from 7 September 2006, maturing
                        on 7 September 2013.

  Value of debentures   : 4,000,000,000 Baht

  Number of debentures  : 4,000,000 units

  Par value per unit    : 1,000 Baht

  Offering price per    : 1,000 Baht
  unit                  

  Issued date           : 7 September 2006

  Maturity date         : 7 September 2013

  Coupon rate and       : Interest at the rate of 6.00% per annum to be
  interest payment date paid every six months from the date of issuance
                        of the debentures throughout the term of the
                        debentures.

  Registrar             : Thai Military Bank Plc.

  Outstanding amount as : 4,000,000 units
  of 31 December 2007   

  Outstanding value as  : 4,000,000,000 Baht
  of 31 December 2007   

  Credit rating         : AA
  --------------------- -------------------------------------------------

  (6) Short-term Bill of Exchange

  As at 31 December, 2007, the Company has outstanding short-term bill
  of exchange totaling 3,000,000,000 Baht which was registered as
  registered debt securities in the Thai Bond Market Association. The
  details are as the following:

+--------------------+-------------------------------------------------+
| Name               | : Bill of Exchange of Advanced Info Service     |
|                    | Plc.                                            |
|                    |                                                 |
|                    | No.1/2007                                       |
+--------------------+-------------------------------------------------+
| Type               | : Short term Bill of Exchange                   |
+--------------------+-------------------------------------------------+
| Issue Size         | : 3,000,000,000 Baht                            |
+--------------------+-------------------------------------------------+
| Issue Date         | : 2 May, 2007                                   |
+--------------------+-------------------------------------------------+
| Maturity Date      | : 25 January, 2008                              |
+--------------------+-------------------------------------------------+
| Tenor              | : 268 days                                      |
+--------------------+-------------------------------------------------+
| Outstanding amount | : 3,000,000,000 Baht                            |
+--------------------+-------------------------------------------------+
| As of 31 December, |                                                 |
| 2007               |                                                 |
+--------------------+-------------------------------------------------+

  (7) Agreements between major shareholders and the Company concerning
  topics which affect the issuance of securities or management of the
  Company’s operations.

  - None –

2.  Major shareholders

Top ten major shareholders of Advanced Info Service Plc.

  ------- ----------------------------------------- --------------- -----------
  No.     Name                                      No. of shares   % of issued
                                                    held            share
                                                                    capital

  1       SHIN CORPORATION PLC. ^(1/)               1,263,712,000   42.73

  2       SINGTEL STRATEGIC INVESTMENTS PTE LTD AND 632,039,000     21.37
          SINGTEL INVESTED BY THAI TRUST FUND ^(2/)                 

  3       HSBC (SINGAPORE) NOMINEES PTE LTD         145,671,870     4.93

  4       LITTLEDOWN NOMINEES LIMITED               118,450,300     4.01

  5       THAI NVDR CO.,LTD                         63,887,222      2.16

  6       HSBC BANK PLC-CLIENTS GENERAL A/C         48,009,953      1.62

  7       MELLON NOMINEES (UK) LIMITED              38,686,000      1.31

  8       SOMERS (U.K.) LIMITED                     29,179,827      0.99

  9       CHASE NOMINEES LIMITED 1                  28,859,500      0.98

  10      STATE STREET BANK AND TRUST COMPANY, FOR  26,576,672      0.90
          LONDON                                                    

  Total                                             2,395,072,344   80.99
  ------- ----------------------------------------- --------------- -----------

Source: by Thailand Securities Depository Co., Ltd. as of 29 August 2007

  ^(2/) Major shareholder whose behavior can influence when determining
  policy or handling operation, is Shin Corporation Plc. Major
  shareholders of Shin Corporation Plc. are

  ------- ----------------------------------------- --------------- ------------
  No.     Name                                      No. of shares   % of issued
                                                    held            share
                                                                    capital

  1       Cedar Holding Co., Ltd.*                  1,742,407,239   54.51

  2       Aspen Holding Co., Ltd.* ^(3/)            1,334,354,825   41.75

  Total                                             3,076,762,064   96.26
  ------- ----------------------------------------- --------------- ------------

^(3/) Aspen Holding Co., Ltd. holds 9,096 shares or 0.00% of paid-up
capital of the Company.

Source: by Thailand Securities Depository Co., Ltd. as of 5 April 2007

  ^(2/) Major shareholder of SingTel Strategic Investments Pte Ltd is

  ----- ------------------------------------ ------------------------------
  No.   Name                                 % of issued share capital

  1     SingTel Telecommunications Limited*  100.00
  ----- ------------------------------------ ------------------------------

Source: SingTel Annual Report 2006/2007 as of 30 May 2007

  * Aspen is a company incorporated in Thailand and an indirect
  subsidiary of Temasek Holdings (Pte) Ltd. (“Temasek”). Cedar is a
  company incorporated in Thailand whose shareholders are comprised of
  The Siam Commercial Bank Public Company Limited holding 5.8%, Kularb
  Kaew Company Limited (“Kularb Kaew”) holding 45.2% and Cypress
  Holdings Limited (“Cypress”), an indirect subsidiary of Temasak,
  holding 49% of the shares in Cedar. Kularb Kaew was held by four major
  shareholders, namely, Cypress holding 29.9%, Mr. Surin Upatkoon
  holding 68%, Mr. Pong Sarasin holding 1.27% and Mr. Suphadej Poonpipat
  holding 0.82%.

  As of 17 January 2008, SHIN shareholding structure is as follow:

  []

  * Major shareholder of SingTel Telecommunications Limited is

  ----- ------------------------------------ --------------- --------------
  No.   Name                                 No. of shares   % of issued
                                             held            share capital

  1     Temasek Holdings (Private) Limited   8,613,550,910   54.14

  2     DBS Nominees Pte Ltd                 1,988,689,594   12.50
  ----- ------------------------------------ --------------- --------------

Source: SingTel Annual Report 2006/2007 as of 30 May 2007

  The investors can update the current major shareholders of the Company
  from the Company’s website before the Annual General Meeting. Please
  visit http://www.investorrelations.ais.co.th

8.3 Dividend Policy

  The Company can pay dividends to shareholders over 40% of net profit,
  on the condition that the Company must receive at least an “AA” rating
  from a credit rating agency that has been approved by the Office of
  the Securities and Exchange Commission. This rating must be received
  within a period of 45 days before the approval of the dividend payment
  by the board of directors.

  In the event that the Company is in default of principal or interest
  payment under the debentures in any installment, the Company shall not
  pay dividends in any form whatsoever to the shareholders of the
  Company.

  The Company (and its subsidiaries) intends to pay dividends to
  shareholders not less than 40% of net profit after tax reported in the
  Consolidated Financial Statement. In the event that the Company is in
  default of principal or interest payment under the debentures in any
  installment, the Company shall not pay dividends in any form
  whatsoever to the shareholders of the Company. Dividend payment will
  depend on cash flow and investment obligation of Company and
  subsidiaries including any necessity and suitability in the future.
  And it shall not exceed the retained earnings which indicated in
  Company Financial Statement.