Management Structure of Advanced Info Service Public Company Limited

9. Management and Good Corporate Governance

Management Structure

The Company’s management structure comprises of the Board of Directors
and the Executive Committee including three sub-committees: the Audit
Committee, Remuneration Committee and Nomination Committee as detailed
below:

1)  Board of Directors

As of 23 January 2008, there are 11 members of the Board of Directors as
follows:

1. Dr. Paiboon Limpaphayom Chairman of the Board of Directors and

Independent Director

2. Mr. Aviruth Wongbuddhapitak Chairman of the Audit Committee,

  and Independent Director

  3. Mrs. Tasanee Manorot Member of Audit Committee and Independent
  Director

  4. Mr. Surasak Vajasit Member of Audit Committee and Independent
  Director

  5. Mr. Suphadej Poonpipat Director

  6. Mr. Vasukree Klapairee Director

7. Mr. Allen Lew Yoong Keong Director

8. Mr. Yuen Kuan Moon Director

(Duly appointed to replace Ms. Koh Kah Sek effective on 23 January 2008)

9. Mr. Vikrom Sriprataks Director

  (Duly appointed to replace Mr. Boonklee Plangsiri effective on 11 May
  2007)

10. Ms. Nidchanun Santhavesuk Director

  (Duly appointed to replace Mrs. Siripen Sitasuwan effective on 11 May
  2007)

11. Mr. Somprasong Boonyachai Director

The Authorized Directors are

Mr. Somprasong Boonyachai Mr. Vikrom Sriprataks Ms. Nidchanun
Santhavesuk, two out of these three directors collectively sign with the
Company’s seal affixed.

The Company Secretary is under selection and appointment process.

The Board of Directors will convene regular meetings every quarter. In
2007, there were seven Board of Directors meetings, and three extra
meetings.

Scope of Authority and Duties of the Board of Directors

1.  Perform its duties with honesty, integrity and prudence in
    accordance with the law and the Company’s objectives and Articles of
    Association including the resolutions of shareholders’ meeting, and
    carefully protect the Company’s interests;

2.  Set out the vision, policy and direction of the Company’s operations
    and supervise the management team to act in accordance with plans
    which are set out efficiently and effectively, and thereby maximize
    the economic value and wealth of the Company and its shareholders;

3.  Consider and approve major issues such as large investments,
    purchase of assets etc and any actions/transactions as prescribed by
    law;

4.  Approve or agree major related transactions between the Company and
    its subsidiaries in compliance with the relevant notifications,
    regulations and guidelines of the Stock Exchange of Thailand;

  5. Assess the performance of the Executive Chairman and the executive
  directors, and fix appropriate remuneration on a regular basis;

6.  Be responsible for overseeing operational results and the management
    team’s performance to ensure due attentiveness and care;

7.  Arrange appropriate accounting systems, including the production of
    financial reports and a reliable auditing system; oversee and
    monitor the effectiveness and efficiency of the internal control,
    internal audit and risk management systems;

8.  Ensure avoidance of conflict of interests amongst the Company’s
    stakeholders;

9.  Supervise business operations to enforce ethical work standards;

10. Annually review the Company’s corporate governance policy and assess
    due compliance;

11. Report on the execution of the Board’s responsibility to prepare
    financial reports, along with the external auditor’s report in the
    annual report covering key issues according to the Company’s policy
    statement and the Stock Exchange of Thailand’s Code of Best
    Practices for Directors of a Listed Company.

In this regard, the Board of Directors has empowered the Executive
Committee to perform duties as per the scope of duties and
responsibilities of the Executive Committee.

Such delegation of authority shall not constitute the authority or
substitution to allow the Executive Committee, or a person authorized by
the Executive Committee, to approve those transactions related to a
party in conflict, a party in interest or any other party with a
conflict of interests (according to the Company’s Articles of
Association and SEC’s notification) with the Company or its subsidiaries
, except for the approval on any item in accordance with the policies
and criteria approved by the Board of Directors.

2)  Executive Committee

As of 23 January 2008, there are 5 Members of the Executive Committee as
follows:

1. Mr. Somprasong Boonyachai Chairman of the Executive Committee

2. Mr. Allen Lew Yoong Keong^(1/) Deputy Chairman

3. Dr. Dumrong Kasemset Member of the Executive Committee

4. Mr. Vikrom Sriprataks^(2/) Member of the Executive Committee

5. Ms. Nidchanun Santhavesuk^(3/) Member of the Executive Committee

^(1/)Appointed effective 11 May 2007

^(2/) Appointed to replace Ms. Yingluck Shinawatra since 11 May 2007.

^(3/) Appointed to replace Mrs. Siripen Sitasuwan since 11 May 2007.

The Executive Committee will convene the meeting every month. In 2007,
the Executive Committee convened a total of 12 general meetings and 2
extra meetings and reported to the Board of Directors monthly.

Scope of Authority and Duties of the Executive Committee

1.  To set the policies, direction, strategies and the structure of
    administration, as well as the principles for the commencement of
    the Company’s business in terms of the maintenance and support of
    the economic conditions and competitiveness of the business, as set
    forth and announced to the shareholders, which shall be submitted to
    and endorsed by the Board of Directors;

2.  To map out the business plan, the budget and other administrative
    functions of the Company, which shall be submitted to and endorsed
    by the Board of Directors;

3.  To examine and monitor that those Company’s policies and various
    administrative regulations are implemented effectively to support
    the operations of the business;

4.  To examine and monitor that the results of the Company’s operations
    are in accordance with the prior approved business plan;

5.  To consider large-scale investment projects of the Company;

6. Financial Authorization

  6.1The Executive Committee shall have the authority to approve
  financial transactions but not to exceed Baht 800 million. Such
  authorization shall include the approval of expenses related to normal
  operation of business, investment, capital expenditures and investment
  in fixed assets, borrowing, lending, acquiring credit line, and the
  issuance of debentures, together with provisions for collateral, loans
  or credit guarantees, etc. Excluded are the financial and banking
  operations of the Executive Committee in terms of deposits, loans, the
  preparation of tools for the management of foreign exchange and the
  risks associated with interest rates, with the credit line not
  exceeding Baht 5,000 million.

  6.2The Executive Committee may grant substitution.

  The approval of the above transactions shall not constitute such
  authority or substitution to allow the Executive Committee or a person
  to approve such transactions related to a party in conflict, a party
  in interest or any other party with a conflict of interest (according
  to the Company’s Articles of Association and SEC’s notification) with
  the Company or a subsidiary company, except for the transactions in
  compliance with the policies and criteria approved by the Board of
  Directors.

7.  To report monthly of the Company performance to the Board of
    Directors.

8.  To take any other actions or assume any other powers and
    responsibilities that may from time to time be assigned or delegated
    to the Executive Committee by the Board.

3)  Audit Committee

As of 23 January 2008, the Audit Committee comprises of Independent
Directors whose qualifications meet the criteria required by the Stock
Exchange of Thailand. They are highly experienced individuals in the
areas of finance, accounting, legal and management.

  1. Mr. Aviruth Wongbuddhapitak Chairman of the Audit Committee, and
  Independent Director,

  attended a total of 13 meetings.

  2. Mrs. Tasanee Manorot Member of the Audit Committee and Independent
  Director,

  attended a total of 13 meetings.

  3. Mr. Surasak Vajasit Member of the Audit Committee and Independent
  Director,

  attended a total of 13 meetings.

The Audit Committee convenes a meeting regularly once a month. In 2007,
the Audit Committee convened a total of 13 meetings and which the Audit
Committee reported to the Board of Directors quarterly.

Scope and Duties of the Audit Committee

1. To review that the Company’s financial statements are prepared in
accordance with legally defined accounting principles and adequately
disclosed.

2. To review that the Company has established appropriate and effective
internal control and internal audit.

3. To review that the Company has complied with the laws on securities
and exchange, regulations issued by virtue thereof, and other applicable
laws.

4. To consider nomination and appointment of the auditor and the annual
audit fee of the Company.

5. To review and express opinions on entering into related transactions
by the Company and its affiliates to be in compliance with the rules and
regulations prescribed by the Stock Exchange of Thailand.

6. To consider accurate and complete disclosure of related information
in the case that transactions or related transactions cause a conflict
of interests.

7. To review that the Company has established an appropriate and
effective risk management system.

8. To approve appointment, assignment, removal and appraisal of the
Chief Audit Executive.

9. To review and approve the Charter of Internal Audit activities, audit
plans and activities of Internal Audit, and coordinate with the external
auditor.

10. To prepare a Corporate Governance report and disclose the same
information in the Company’s annual report. The Chairman of the Audit
Committee shall sign the report.

11. To report the performance of the Audit Committee to the Board of
Directors at least four times a year.

12. To have the authority to invite concerned executives, Management and
officers of the Company to express opinions, attend meetings or deliver
documents as deemed necessary.

13. To have the authority to retain a consultant or other third person
to express opinions or give advice as deemed necessary.

14. To review and evaluate the scope of the performance of the Audit
Committee on an annual basis.

15. To perform other duties as assigned by the Board of Directors of the
Company with the consent of the Audit Committee.

4)  Remuneration Committee

As of 23 January 2008, there are three members of the Remuneration
Committee as follows:

1. Dr. Paiboon Limpaphayom Chairman

2. Mr. Aviruth Wongbuddhapitak Member

3. Mr. Somprasong Boonyachai^(1/) Member

^(1/) Duly appointed to replace Mr. Boonklee Plangsiri effective on 11
May 2007

In 2007, the Remuneration Committee convened 3 meetings to consider the
Economic Value Plan for Employees. In addition, the Committee considered
the remunerations of the Board of Directors, independent directors and
outside directors as well as general policy on remuneration for the year
2007 and reported to the Board of Directors.

The Scope of Authority and Duties of Remuneration Committee

The Remuneration Committee shall have the authority and duties as
follows:

1.  To designate necessary and proper remuneration both in and not in
    monetary form of the Board of Directors, the Committees and the
    Chairman of Executive Committee in every year.

2.  To set up regulations and policies in designating remuneration of
    the Board of Directors and the Chairman of the Executive Committee
    to propose to Board of Directors and/or to shareholders meeting for
    approval as the case may be.

3.  To report directly to the Board of Directors and be responsible for
    informing and answering all queries concerning remuneration of the
    Board of Directors and the Chairman of Executive Committee in
    shareholders’ meeting.

4.  To report the policy concerning the remuneration of the Board of
    Directors, the principle reason and purpose of the policy in the
    annual report.

5.  To proceed with any other matters as assigned by the Board of
    Directors.

5) Nomination Committee

As of 23 January 2008, there are 3 members of the Nomination Committee
as follows;

1. Dr. Paiboon Limpaphayom Chairman

2. Mr. Somprasong Boonyachai^(1/) Member

3. Mr. Surasak Vajasit Member

^(1/) Duly appointed to replace Mr. Boonklee Plangsiri effective on 11
May 2007

In 2007, the Nomination Committee held 3 meetings to consider
appointment of the Company’s Directors and determine their authoritative
power to replace the four (4) Directors who completed their terms
according to the Company’s Articles of Association. The results were
reported to the Board of Directors.

The scope of Authority and duties of the Nominating Committee

The Nominating Committee shall have the authority and duties as follows:

1.  To set up regulations and policies in nominating directors and the
    committee members of the Company.

2.  To select directors and the committee members by considering
    appropriate persons in order to propose to the Board of Directors
    and/or shareholders’ meeting for approval as the case may be.

3.  To select appropriate person to be appointed as the Chairman of the
    Executive Committee in case of vacancy including regulation in
    succeeding the position.

4.  To proceed with any other matters as assigned by the Board of
    Directors.

6) Management Team

As of 23 January 2008, the Company’s Management Team is as follows:

1. Mr. Somprasong Boonyachai Chairman of the Executive Committee

2. Mr. Vikrom Sriprataks Chief Executive Officer and

(Acting) Chief Technology Officer

3. Mr. Sanchai Thiewprasertkul Chief Marketing Officer

4. Mrs. Suwimol Kaewkoon Chief Customer Officer

5. Mr. Wichian Mektrakarn President

  6. Mr. Pong-amorn Nimpoonsawat Chief Finance Officer

Selection of Directors

The Company has prescribed the following guidelines for the selection
and appointment of directors:

  (1) At the annual general meeting of shareholders, one-third of the
  directors shall leave office. If one-third is not a round number, the
  number closest thereto shall be the applicable number. The directors
  to vacate office within the first and second year following company
  registration shall draw lots. In the following years, the directors
  serving the longest shall resign. The vacating directors may be
  re-elected.

(2) In the case of a vacancy in the position of director, for reasons
    other than the completion of the term, the Board of Directors shall
    appoint a new director with the required qualifications, and without
    any characteristics that would prohibit him/her from acting as
    director, as per clause 68 of the Public Company Limited Act B.E.
    2535, to serve as new director in the next Committee meeting,
    excluding such case where the remaining term is less than two
    months. Such appointed director shall assume the position for the
    remaining term of the vacating director.

Nevertheless, the Company has set up a Nomination Committee to designate
principle and policy in nominating qualified person to attend the Board
of Directors provided that the shareholders’ meeting shall appoint the
director, as per the criteria and procedures prescribed in the Company’s
Articles of Association.

(1) Every shareholder shall have one vote for each share of which he/she
    is the holder;

(2) Each shareholder may exercise all the votes he/she has under (1)
    above to elect one or several directors. In the event of electing
    several directors, he/she may not allot his/her votes to each
    unequally.

(3) The persons receiving the most votes in the respective order of
votes shall be elected as directors at the number equal to the number of
directors required at that time. In the event that votes among the
persons elected in order of respective votes, which number exceeds the
required number of directors of the Company at that time, the chairman
of the meeting shall be entitled to a second or casting vote.

Pursuant to the Agreement Permitting the Operation of Mobile Phone
Services between the Company and TOT Public Company Limited (formerly
the Telephone Organization of Thailand (TOT)), one representative of TOT
shall be a director of the Company. In accordance with the conditions
set forth in the Agreement with major shareholders, i.e. Shin
Corporation Plc. (SHIN) and SingTel Strategic Investments Pte. Ltd.
(STI), SHIN shall appoint four directors and two directors appointed by
STI.

  Remuneration for Directors and Management

The Company has specified the remuneration for directors at the rate
used within the industry. The remuneration is also sufficient to
maintain quality directors with the Company. The remuneration for the
management is in accordance with the Company’s operational performance
and performance of the individuals.

The Remuneration Committee will determine necessary and appropriate
remuneration, both monetary and non-monetary terms for the Company’s
directors, directors in the sub-committees and senior executives. The
issue will be proposed at the Company’s general shareholders’ meeting,
which is held on an annual basis.

1)  Remuneration for the Board

Total monetary remuneration for the Chairman of the Board, independent
director, and non-executive directors (six persons) was Bath 10,100,000,
which was comprised of monthly allowance, bonus payments and meeting
allowance. Executive director did not receive remuneration as directors.

Policy of remuneration as approved by general meeting of shareholders in
2007 shall not exceed Baht 12,000,000

Policy on Remuneration for Directors for the Year 2007

+----------------+----------------+----------------+-----------------+
| Director       | Monetary       |                |                 |
|                | Remuneration   |                |                 |
+----------------+----------------+----------------+-----------------+
|                | Monthly        | Attendance Fee | Bonus           |
|                | Retainer Fee   |                |                 |
+----------------+----------------+----------------+-----------------+
| Chairman       |               |            |              |
+----------------+----------------+----------------+-----------------+
| Independent/   |            |             |              |
| Outside        |                |                |                 |
+----------------+----------------+----------------+-----------------+
| Representative |            |             |              |
|                |                |                |                 |
| Under          |                |                |                 |
| Concession     |                |                |                 |
+----------------+----------------+----------------+-----------------+
| Representative |            |            |             |
|                |                |                |                 |
| From           |                |                |                 |
| Shareholders   |                |                |                 |
+----------------+----------------+----------------+-----------------+
| Executive      |            |            |             |
+----------------+----------------+----------------+-----------------+

Remark: 1) Attendance fee Baht 25,000

2) Chairman is remunerated monthly at Baht 100,000

3) Monthly Retainer Fee for Chairman of Audit Committee - Baht

75,000 independent / outside directors Baht 50,000

  4) This policy excludes executive directors who are given monthly
  salary and yearly bonus

The remuneration for six (6) of the Company’s Directors in 2007 is as
follows:

+------------------------+------------------------+-------------------+
| Name                   | Position               | Remuneration for  |
|                        |                        | 2007              |
|                        |                        |                   |
|                        |                        | (Baht)            |
+------------------------+------------------------+-------------------+
| Current Directors      | Chairman of the Board  | 1,700,000         |
|                        | of Directors           |                   |
| 1.  Dr. Paiboon        |                        | 2,300,000         |
|     Limpaphayom        | Chairman of the Audit  |                   |
|                        | Committee              | 1,800,000         |
| 2.  Mr. Aviruth        |                        |                   |
|     Wongbuddhapitak    | Audit Committee        | 1,700,000         |
|                        |                        |                   |
| 3.  Mr. Surasak        | Audit Committee        | 1,400,000         |
|     Vijasit            |                        |                   |
|                        | Director               | 1,200,000         |
| 4.  Mrs. Tasanee       |                        |                   |
|     Manorot            | Director               | 10,100,000        |
|                        |                        |                   |
| 5.  Mr. Suphadej       | Total                  |                   |
|     Poonpipat          |                        |                   |
|                        |                        |                   |
| 6.  Mr. Vasukree       |                        |                   |
|     Klapairee          |                        |                   |
+------------------------+------------------------+-------------------+

2)  Remuneration for management team

The total amount of remunerations for six (6) of the management team as
of 31 December 2007 was calculated at Baht 76.61 million comprising of
salary, bonus and provident fund and other benefits. The management team
means Executive Committee and the Company’s top four (4) managements,
according to the SEC’s definition.

3) Other remuneration

The Company established an Employee Stock Option Plan (ESOP) program as
a way to retain, motivate and reward the Company’s directors and
employees to the Company’s best benefit. The ESOP program is a repeat,
five-year program whereby the Company shall allot the grant of warrants
annually for five consecutive years. The Company has submitted an annual
allocation of warrants to the annual shareholders’ meeting for approval.
As of 31 December 2007, the Company had issued and offered a total of
four (4) ESOP programs as follows:

+--------------+-------------+-------------+-------------+-------------+
| 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 since |             |             |             |
|              | the date of |             |             |             |
|              | warrants    |             |             |             |
|              | granted     |             |             |             |
+--------------+-------------+-------------+-------------+-------------+
| Exercise     | 1 : 1.13197 | 1 : 1.11788 | 1 : 1.10385 | 1 : 1.06949 |
| Ratio*       |             |             |             |             |
+--------------+-------------+-------------+-------------+-------------+
| Exercise     | 38.322      | 82.111      | 96.628      | 85.523      |
| Price*       |             |             |             |             |
|              |             |             |             |             |
| (Baht per    |             |             |             |             |
| share)       |             |             |             |             |
+--------------+-------------+-------------+-------------+-------------+
| Date         | 30 May 2003 | 31 May 2004 | May 31,     | 31 May 2006 |
| warrants     |             |             | 2005        |             |
| granted      |             |             |             |             |
+--------------+-------------+-------------+-------------+-------------+
| 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   |             |             |             |
|              |             |             |             |             |
|              | exercisable |             |             |             |
|              |   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   |             |             |             |
|              |             |             |             |             |
|              | exercisable |             |             |             |
|              |   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   |             |             |             |
|              |             |             |             |             |
|              | exercisable |             |             |             |
|              |   at the    |             |             |             |
|              |   last      |             |             |             |
|              |   exercise  |             |             |             |
|              |   of        |             |             |             |
|              |   rights.   |             |             |             |
+--------------+-------------+-------------+-------------+-------------+
| Exercise     | Within five |             |             |             |
| Period of    | (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     | The last    |             |             |             |
| Date         | business    |             |             |             |
|              | day of      |             |             |             |
|              | every month |             |             |             |
+--------------+-------------+-------------+-------------+-------------+

* Because the Company made a dividend payout of greater than 50% of net
profit after tax, it was required by the documents filing to the SEC to
adjust the exercise ratio and the exercise price of the ESOP warrants,
which was done in t 24 August 2007.

The List of Directors (of the Company and its subsidiaries) and
Management Entitled to Receive Warrants and Employees Entitled to
Receive Warrants at the Rate Exceeding 5 Percent of the Warrant to be
Issued and Offered for sales.

  -------------------- --------- ------ --------- ------- --------- ------ --------- ------
  List of directors    Grant 2          Grant 3           Grant 4          Grant 5   
  and management                                                                     
  receiving the                                                                      
  warrants                                                                           

                       Units     %      Units     %       Units     %      Units     %

  1. Mr.Somprasong     609,400   7.20   914,300   10.16   735,500   7.51   538,500   5.31
  Boonyachai                                                                         

  2. Mrs.Suwimol       786,000   9.28   676,000   7.51    580,000   5.92   591,400   5.83
  Kaewkoon                                                                           

  3. Mr.Vikrom         579,000   6.84   606,400   6.74    500,000   5.10   547,600   5.40
  Sriprataks                                                                         

  4.Mrs.Arpattra       -         -      487,100   5.41    -         -      -         -
  Sringkarrinkul                                                                     
  -------------------- --------- ------ --------- ------- --------- ------ --------- ------

* Mrs. Arpattra Sringkarrinkul received ESOP Grant 2, 4 and 5 but the
percentage was less than 5%.

Corporate Governance

Corporate Governance Policy

The Company has full confidence that a good corporate governance system,
which consists of competent management, qualified and accountable
directors, a mechanism of checks and balances for transparent and
auditable operations, respect for the rights of all shareholders, and
equitable treatment for all stakeholders is the key factor in maximizing
the economic value of the Company and increasing the sustainable
long-term return on investment to its shareholders.

The Company introduced the following corporate governance policy since 1
October 2002 and amended and updated lastly on 11 May 2007 to align it
with good practices and the guidelines recommended by the Stock Exchange
of Thailand. The policy has been consistently communicated to the Board,
executives and employees for practices.

The policy is presented into 5 categories as follows:

1.  Board of Directors

2.  Rights and Equitable Treatment of Shareholders, and the Role to
    Stakeholders

3.  Disclosure of Information and Transparency

4.  Internal Control and Risk Management Systems

5.  Code of Conducts of the Company and Subsidiaries

(Those who are interested in this policy may download from the Company
website i.e. www.ais.co.th)

1.  Board of Directors

1.1 The Board of Directors (the “Board”) is determined that the Company)
and its subsidiaries will be an internationally recognized Thai company
and the most successful company in Thailand, with diversified business,
modern technology, sound management principles, and competent people who
share a unified vision, mission and strategy.

The Board must have leadership skills and clear vision, and demonstrate
responsibility, accountability and independence in decision making in
order to govern the Company for the greatest benefit of all
shareholders.

The Board shall have duties and responsibilities towards the
shareholders in monitoring the executives’ performance. Segregation of
duties between the Board and the executives shall be clearly defined.

1.2 Composition of the Board, Appointment and Independence

1.2.1 The Board shall be composed of experts with a wide range of
experience in various fields. There shall be sufficient directors to
govern and supervise the Company: not less than five (5) directors (as
required by law) and not more than eleven (11) shall sit on the Board.
At least one director shall be experienced in the area of
telecommunications, and at least one director shall be experienced in
the area of finance and accounting.

1.2.2 The Board shall be representative of all shareholders, not of a
particular group of shareholders.

1.2.3 At least one-third of the Board and not less than three (3)
persons must be independent directors. More than one-half of the Board
must be non-executive directors in order to ensure a good balance
between executive and non-executive members. Currently, the Board of
Directors composes of chairman who is an independent director, 3 other
independent directors, 3 non-executive directors and 4 executive
directors, constituting a ratio of non-executive and executive directors
of 7-4 or over a half of the Board.

1.2.4 The Board has a policy whereby the controlling shareholders of the
Company are proportionally represented.

1.2.5 The appointment of members of the Board shall comply with the
Company’s Articles of Association and all relevant laws in Thailand.
Selection of directors shall be transparent, clear, and processed
through the Nomination Committee. Consideration shall be given to the
educational and professional background of the candidates. Sufficient
information shall be provided to the Board and all shareholders for
decision making.

1.2.6A director’s term of office is defined in the Company’s Articles of
Association. A retired director can be re-elected, but an independent
director shall not serve for more than 3 consecutive terms.

1.3 Chairman of the Board and Chairman of the Executive Committee

Both the Chairman of the Board and the Chairman of the Executive
Committee must be competent and possess appropriate experience and
qualifications for their positions. In order to maintain a balance
between the supervisory and management functions of the Company, one
person cannot hold both these positions simultaneously.

The Chairman of the Board is a non-executive director, the leader of the
Board, and has duties as the chairman of both Board and shareholders’
meetings.

The Chairman of the Executive Committee shall be the head and leader of
the Company’s executives and be responsible to the Board for managing
the Company in order to achieve all planned objectives.

1.4 Qualifications and Requirements for the Board 

1.4.1 A director must be capable and honest, display the utmost
integrity, conduct the business ethically, and devote sufficient time to
the Company in order to perform his or her duties professionally.

1.4.2 A director shall possess necessary qualifications for his or her
position, and not be disqualified in any way according to the Public
Company Act BE 2535 or other related laws.

1.4.3 A director can sit on the board of other companies, providing this
does not interfere with the performance of his or her duties at the
Company.

1.4.4 Independent directors shall meet the same qualifications
stipulated by the Stock Exchange of Thailand and the Securities and
Exchange Commission re: qualifications and scope of duties of audit
committee, as those of audit committee. Independent directors have a
duty to protect the interests of every shareholder in a fair and
impartial manner in order to avoid any conflict of interests that may
arise. They shall also attend the Board meetings and express their
comments and opinions from an independent viewpoint.

Independent directors shall possess the following qualifications:

1. Hold shares of not more than 0.5 per cent of paid-up capital of the
Company, an affiliated company, associated company or related company,
which shall be inclusive of the shares held by related persons.

2. Have no participation in the management of the Company, an affiliated
company, associated company or related company, or be a major
shareholder of the Company. He or she shall not be an employee, staff
member or advisor who receives a regular salary from the Company, an
affiliated company, associated company, related company or major
shareholder of the Company.

3. Have no direct or indirect benefit from, or interest in, the finance
and management of the Company, an affiliated company, associated
company, or any major shareholder of the Company during a period of one
(1) year before his or her appointment as a member of the Audit
Committee, except where the Board has carefully considered that such
previous benefit or interest does not affect the performance of duties
and the giving of independent opinions.

4. Not be a related person to, or close relative of, any executive or
major shareholder of the Company.

5. Not be appointed as a representative to safeguard the interests of
the Company’s directors, major shareholders or shareholders who are
related to the Company’s major shareholders.

6. Be capable of performing duties, giving opinions or reporting the
results of work performance according to the duties delegated by the
Board, free and clear of the control of management or major shareholders
of the Company including related persons or close relatives of the said
persons.

1.5 Board of Directors’ Meeting

The Board of Directors is scheduled to convene at least 6 pre-determined
meetins in a year, and when deemed necessary, the Chairman of the Board
of Directors may call extraordinary meetings. The Chairman of the
Executive Committee, in the capacity as secretary to the Board, shall
distribute a clearly stated meeting agenda along with invitations and
sufficient supplementary documentation at least seven days before every
meeting in order that information pertaining to the meeting can be
studied in good time.

The Secretary to the Board is responsible for taking, publishing and
circulating the minutes of Board meetings within fourteen (14) days
after each meeting. The Secretary to the Board is also responsible for
filing the minutes and all other documents related to the meetings in
order to assist Board members in performing their duties as required by
law, the Company’s articles of association, and the resolutions of
shareholders’ meetings. The Secretary to the Board must also coordinate
with all relevant persons involved in Board meetings.

In 2007, the Board of Directors convened a total of ten regular and
extraordinary meetings with attendances as detailed below:

1. Paiboon Limpaphayom, Ph.D. 10 attendances

2. Mr. Aviruth Wongbuddhapitak 8 attendances

3. Mrs. Tasanee Manorot 10 attendances

4. Mr. Surasak Vajasit 10 attendances

5. Mr. Suphadej Poonpipat 8 attendances

6. Mr. Vasukree Klapairee 8 attendances

7. Mr. Allen Lew Yong Keong 1 attendance

8. Mr. Hui Weng Cheong^(1/) 1 attendance

9. Ms. Koh Kah Sek^(2/) 4 attendances

10. Mr. Boonklee Plangsiri^(3/) 4 attendances

11. Mrs. Siripen Sitasuwan^(4/) 3 attendances

12. Mr. Vikrom Sriprataks^(5/) 5 attendances

13. Ms. Nidchanun Santhavesuk^(6/) 5 attendances

14. Mr. Somprasong Boonyachai 10 attendances

1/ resigned from a director’s position effective 22 January 2007

2/ duly appointed to replace Mr. Hui Weng Cheong effective 22 January
2007

3/ 4/ resigned from directors’ position effective 11 May 2007

5/ duly appointed to replace Mr. Boonklee Plangsiri effective 11 May
2007

6/ duly appointed to replace Mrs. Siripen Sitasuwan effective 11 May
2007

1.6 Executive Sessions

The non-executive directors shall conduct meetings without the presence
of executive directors at least once a year. This is to give an
opportunity to discuss any subjects of interest related to the business
operations of the Company. The conclusions made at each meeting shall be
reported to the Chairman of the Executive Committee and the Board.

The Chairman of the Board shall preside over these executive sessions.
If the Chairman of the Board is unable to attend, the directors who are
present shall select and appoint one of their members to chair the
meeting. The Company shall provide a secretary to these executive
sessions.

1.7 Succession Plan

A succession plan for the Chairman of the Executive Committee and senior
executives shall be developed in order to maintain the confidence of
shareholders and stakeholders and allow business operations to continue
without interruption when these positions become vacant.

The Board has authorized the Nomination Committee to set up succession
planning criteria for the Chairman of the Executive Committee whenever
this position becomes vacant. The succession plan shall be reviewed
annually and the Chairman of the Executive Committee shall update the
Board on a regularly basis.

1.8 Communication with Management

The directors shall be allowed to access and communicate directly with
the management team and the Secretary to the Board. However, this access
and communication should not interfere with or interrupt the Company’s
normal business operations.

1.9 Remuneration

The remuneration for the Company’s directors and executives shall be in
line with their duties, responsibilities and contribution, and be
comparable to industry standards in order to retain and motivate
qualified people. The Remuneration Committee shall consider and propose
adequate and appropriate compensation to the Board and shareholders on
an annual basis for their approval.

For more detail, please refer to Section 9 Management and Corporate
Governance re: remuneration for directors and management.

1.10 Training and Development

A newly-appointed director shall be provided with all necessary details
about the Company, applicable laws and regulations, and information on
the current business environment in order to facilitate his or her
duties. A continual training and development programme will also be
provided to equip each new director with all the necessary skills
required to discharge his or her duties and govern the Company
efficiently.

1.11 Board Assessment 

The Board shall evaluate its own performance annually in order to
improve this and ensure that it performs its duties according to the
approved corporate governance policy and/or the latest good practices.

2. Rights and Equitable Treatment of Shareholders, and the Role to
Stakeholders

2.1 Shareholders’ Rights and Equitable Treatment

The Board respects the shareholders’ rights and has a duty to protect
the benefits of every shareholder equitably, regardless of whether they
are retail, foreign, institutional, or major shareholders. Every
shareholder is entitled to the rights and equitable treatment detailed
below:

1)  The right to receive share certificates and share transfers, and to
    be sufficiently informed of operating results and management
    policies on a timely basis.

2)  The right to an equitable dividend.

3)  The right to participate in meetings, vote and make recommendations
    on decisions concerning major corporate actions such as amendments
    to the Articles of Association, appointments to the Board,
    appointment of the Company’s external auditors, and issuance of new
    share capital.

4)  The right to elect directors.

In addition to the above rights, every shareholder is entitled to the
rights and equitable treatment stipulated in the Company’s Articles of
Association and all relevant laws.

2.2 Shareholders’ Meetings

The Company has a policy to conduct shareholders’ meetings according to
the laws and guidelines prescribed by regulatory bodies.

At each meeting, the Company shall serve a notice, once completely
prepared, or posed visibly on the Company website at www.ais.co.th not
less than 14 days in advance, so the shareholders shall have access to
information. Each agenda shall contain opinion by the Board of Directors
and minutes of the meeting shall be accurately recorded for review by
shareholders. In 2007, the Company posted a notice on the Company’s
website 22 days prior to the meeting while minutes were posted 14 days
after the meeting.

The notice contains detail informing shareholders to bring all necessary
documents to each meeting so as to preserve their voting right. On the
day of the meeting, shareholders can register their right 2 hours prior
the meeting commences.

At every meeting, shareholders who cannot attend the meeting in person
are able to appoint at least 1 independent director as proxy to attend
and vote on their behalf provided details of such independent directors
have been specified on the notice.

Furthermore, the Company facilitates its shareholders by preparing a
convenient meeting room, the size to which being appropriate to the
number of participants. The shareholders can grant their voting and
attendance rights to a representative by a proxy letter in the case that
they are unable to attend.

The Company delegates members of the Board, especially the Chairman of
the Board and Chairman of the Committee, to attend its annual meeting of
shareholders and thus answer any enquires raised by shareholders. In
addition, the Audit Committee comprised of independent directors shall
attend every meeting. The Chairman of the meeting or any person so
delegated has the responsibility of allocating adequate time to
shareholders and encouraging shareholders to express opinions, give
recommendations and raise questions during the meeting. The Chairman
must also facilitate equal opportunities for shareholders in order to
audit the Company’s operations. In addition, questions, issues or
important opinions are recorded the minutes of the meeting.

In 2007, the Company held its annual general meeting of shareholders on
25 April 2007 from 10.00 - 12.00 hrs at Shinawatra Tower III, 1010
Vibhavadee Rangsit Road, Chatuchak, Bangkok. In the meeting, voting was
undertaken sequentially according to the agenda and each agenda was
approved by the shareholders.

2.3 Role to Stakeholders

The Company is aware of the rights of stakeholders and has a policy to
ensure the importance of these rights by the appropriate prioritization
of all stakeholders as follows: shareholders, employees, executives,
customers, partners, creditors, and society. Cooperation between
stakeholders shall be established according to their roles and
responsibilities so that the Company can run its operations smoothly and
effectively in order to benefit all groups of stakeholders fairly.

3. Disclosure of Information and Transparency

Roles and Duties of the Board regarding Information Disclosure and
Transparency

1.  It is the duty of the Board to disclose financial information,
    operating performance, and other relevant information accurately,
    completely, thoroughly and in a timely manner to all shareholders
    and stakeholders in the Company.

2.  The Company has set up the Investor Relations Department that
    regularly communicates with the shareholders, investors, and
    analysts. The Department maintains its regular contact through email
    at investor@ais.co.th or telephone at +662 299 5116 or its website
    www.investorrelations.ais.co.th. In addition, the Compliance
    Department is responsible for information disclosure to the Stock
    Exchange of Thailand (SET) and the Securities and Exchange
    Commission (SEC) to ensure that the Company complies with the laws
    and regulations. The Company arranges an annual investor day for
    fund managers and analysts to gain more understanding of the
    Company’s ongoing business and insights to the Company’s operations
    under various business units.

3.  The Company has a policy to disclose the following information to
    the public:

    1.  The Company’s objectives.

    2.  The Company’s financial status and operating performance,
        shareholding structure, and voting rights.

    3.  Name lists of directors and committee members, including the
        Chairman of the Executive Committee and the President, and
        remuneration.

    4.  Risk factors and risk management polices on material and
        foreseeable risks, both operational and financial.

    5.  Corporate governance structures and policies including the
        responsibility of the Board regarding financial reports, the
        reports of the Chairman of the Audit Committee, and all other
        related reports.

    6.  The total attendance of each director and/or each sub-committee
        member at their respective meetings shall be compared with the
        total number of meetings of the Board and/or the sub-committees
        in each year and shall be disclosed in the annual report.

In addition, the Company is under obligation to disclose any information
that is required by law or related regulations so that potential
investors or those interested in shares of the Company may exercise
discretion of their decision via all channels of the Stock Exchange of
Thailand or the Company website www.ais.co.th.

4. Internal Control and Risk Management Systems

4.1 Internal Control

The Board shall arrange and maintain the Company’s internal control
system in order to safeguard the shareholders’ investment capital and
the Company’s assets.

It is the Board’s duty to review the efficiency of the internal control
system at least once a year and report its performance to the
shareholders. The review shall cover all matters pertaining to financial
controls, operational controls, compliance controls and risk management.

4.2 Internal Audit

There shall be an internal audit unit, reporting functionally and
directly to the Audit Committee, and administratively to the highest
level of management. The internal audit unit’s responsibilities are to
cover consulting services, and to audit and evaluate the internal
control system, the risk management system and the corporate governance
system.

4.3 Risk Management 

There shall be a policy to manage both internal and external risk
factors affecting the Company at an appropriate and acceptable level.
There shall be a risk management committee, consisting of all department
heads and presided over by the President of the Company. The duties of
the Risk Management Committee are to evaluate and review the results of
risk assessment in each department, report these results to the Audit
Committee, and review the risk management plan and policy for the
Board’s approval at least once a year.

Risk management is a part of the Company’s annual business plan process
and is aligned with its objectives, goals, and strategic plan of the
Company. As the risk owners, management and all staff members shall be
responsible for assessing the risks related to their respective
departments and business processes, so as to evaluate the effectiveness
of existing controls, and propose action plans for mitigating the risks
as well as reporting them to the Risk Management Committee, the Audit
Committee, and the Board.

For more details, please refer to Section 1 Risk Factors and Section 10
Internal Control, Risk Management and Internal Audit.

5. Code of Conducts

The Company has issued the Code of Conducts which is a part of good
corporate governance policy as guidelines of practices for directors,
management and all employees with integrity and honesty. The Company
also appointed the Committee on Code of Conducts since 2006. The Code of
Conducts covers the followings:

5.1 Responsibility to Shareholders

The Company acts as a representative to its shareholders in carrying out
the business in order to maximize shareholder satisfaction with regards
to sustainable growth of the Company’s value in the long term future,
and the disclosure of transparent and reliable information to its
shareholders.

5.2 Responsibility to Customers 

Customer satisfaction and consumer confidence are very important to the
Company, which aims to provide high quality goods and services at
reasonable prices, and maintain a good relationship with its customers.
The Company has thus determined the following guidelines:

-   The Company shall provide high quality products and services, and
    continuously strive to improve these. The Company shall also provide
    complete and accurate disclosure of all information pertaining to
    its products and services without any misrepresentation.

-   Directors, management, and staff members at all levels shall not
    disclose any information on customers without prior permission from
    those customers or authorized personnel of the Company. The only
    exception to this is information requested by law enforcement
    officers acting in accordance with the law.

5.3 Responsibility to Business Partners and Creditors

The Company’s dealings with any business partner shall be conducted in a
manner that upholds its reputation and all relevant laws. All Company
personnel must be aware of the common interests of the Company’s
business partners and treat them equitably. The selection of business
partners shall be fair. The Company shall also consider its business
partners to be the key factor in jointly creating a value chain for
customers.

The Company shall keep all its promises and perform in accordance with
the terms and conditions agreed with its creditors for the repayment of
principal and interest, as well as safeguarding all guaranteed assets.

5.4 Responsibility to Staff

All members of staff are valuable assets and a critical success factor,
so the Company must place emphasis on developing and promoting a good
culture and working atmosphere, teamwork, courtesy, and respect for
individuality. The employment, promotion and transfer of all staff
members shall be conducted in a fair manner based on ethical standards
whilst maximizing human resource utilization.

The Company is responsible for implementing and maintaining a safe
working environment to protect the lives and property of its employees.
The Company must also adhere strictly to the labor law.

The Company respects the privacy of all its staff members and will not
disclose any personal information such as salaries, medical records or
family data to anyone who does not have the right to that information
unless it is required to do so by law.

5.5 Business Competition 

The Company has a policy of free and fair competition, and will not
acquire information about its competitors by any illegal or unethical
methods.

5.6 Responsibility to Society and the Environment

The Company is aware that it is a Thai company and has a responsibility
to Thailand and Thai society. The Company is committed to making a
contribution to society by supporting activities of public interest and
cooperating with the communities in which those activities are located.

The Company has a policy to produce goods and render services that are
environmentally friendly and comply with all related environmental laws.

The Company supports activities that protect the environment and save
energy. In addition, the Company has a policy to purchase and promote
the use of products that are environmentally friendly.

For more details, please refer to Section 3, Operation of Each of
Product Lines, heading Corporate Social Responsibility.

5.7 Conflict of Interests 

Directors, management, and staff members at all levels involved in any
outside interest or additional source of remuneration which may impair
their independence towards performing their duties, or may affect the
interests of the Company or their customers, shall adhere to the
following regulations:

1. Receiving money or other remuneration

Directors, management, and staff members at all levels shall not
personally receive any money or benefits from the Company’s customers or
business partners, or from any other persons when working on behalf of
the Company.

Directors, management, and staff members at all levels shall not borrow
or raise funds from, or lend money to, the Company’s customers or
business partners, unless they are independent customers of banks or
financial institutions which are connected to the Company.

2. Engaging in other business outside the Company

Directors, management, and staff members at all levels shall not engage
in any other business that affects their performance, duties and working
hours in the Company. Every member of the Company is prohibited from
participating in any other business which is in competition with the
companies in the Group, regardless of whether the management or the
staff directly or indirectly benefit from that business.

3. Engaging in business with the Company and Subsidiaries

Every director, manager and staff member shall disclose his or her
relationship to any other business entity the Company may be dealing
with, according to the Company’s disclosure criteria.

No director, manager or staff member may approve a business transaction
on behalf of the Company if he or she has a conflict of interests
related to that transaction.

Prior to entering into any business dealings, the management of the
Company has a duty to determine the relationship between business
partners and the Company’s directors, managers and staff members who are
conducting business with those partners.

The definition of “relationship” is given in the Notification of the
Board of Governors of the Stock Exchange of Thailand, Re: Disclosure of
Information and Act of Listed Companies Concerning Connected
Transactions, 2003.

4. Outside directorships

The Company has no policy to nominate members of its management team as
board members of a company outside the Company and subsidiaries. In the
event that a member of the management team is invited to serve on the
board of a company outside the Company and subsidiaries, approval is
required from the Company, unless the invitation is for a non-profit
organization and does not infringe any related laws or regulations
governing the Company’s business. Furthermore, the person involved shall
not use his or her position in the Company to promote the business of
the outside company.

5. Receiving gifts and entertainment

Every director, manager and staff member should refrain from accepting
monetary or non-monetary gifts from the Company’s business partners,
suppliers, customers, creditors or any other person they are dealing
with on behalf of the Company. The only exceptions are traditional,
seasonal gifts which are in accordance with normal cultural practice.
The value of any gift received may not be over 5,000 baht: if the value
is above this amount, the recipient must consult his or her immediate
supervisor for advice.

Every director, manager and staff member can accept normal business
entertainment provided by business partners, suppliers, customers,
creditors or any other person they are dealing with on behalf of the
Company. However, any member of the Company accepting this entertainment
should exercise good judgment and due care regarding the nature of the
entertainment to ascertain that it is in line with normal business
relationships.

6. Accepting invitations to seminars, business events and company visits

Every director, manager and staff member can accept invitations to
seminars, business events and company visits where the traveling
expenses are sponsored by suppliers, customers, creditors or any other
person they are dealing with on behalf of the Company. However, the
aforementioned activities must benefit the Company’s business and be
authorized by the relevant supervisor. No director, manager or staff
member may accept spending money or other benefits provided for these
events.

5.8 Giving Gifts, Entertainment and Gratuities

The Company has no policy to give money, incentives or other special
benefits to its suppliers, customers, creditors or any other person in
order to influence, or in exchange for, business deals, with the
exception of providing normal business entertainment, trade discounts or
promotional campaigns.

5.9 Participation in Political Activities 

The Company has a policy of political neutrality and does not make
donations to any political party. The Company also avoids activities
that may favor any particular political party.

Directors, management, and staff members at all levels are able to
participate in political activities under the terms of the Constitution
of Thailand. However, no members of the Company shall claim the status
of being a Company employee or use any of the Company’s property or
equipment for the purpose of political activities.

Any director, manager or staff member who accepts a politically related
position or stands for any local or national elections in any
constituency in Thailand must resign from the Company forthwith.

5.10 Safeguarding the Company’s Assets

Directors, management, and staff members at all levels are responsible
for looking after, maintaining and maximizing the use of property and
fixed assets belonging to the Company and subsidiaries, and shall not
use any of these for their own or others’ benefit.

The Company has a policy to prepare all business documents and financial
reports, and record all accounting and financial data on an honest and
timely basis, in compliance with generally accepted accounting standards
and related laws.

No director, manager or staff member may disclose material inside
information to any party that has no right to access that information.
It is the duty of every member of the Company to secure and protect
confidential information, data and documents.

5.11 Use of Inside Information and Trading of the Company’s Securities 

Directors, management, and staff members at all levels shall not use any
significant inside information about the Company which has not been
disclosed to the public, for their own or others’ benefit.

Directors, management, and staff members at all levels shall have the
right and freedom to invest and trade in the securities of the Company.
However, in order to prevent conflict of interests, all directors and
employees should avoid or suspend trading for a period of one month
prior to the disclosure of all financial statements to the public.

5.12 Distribution of Information and Interviews with the Press or Public

The distribution of information about the Company shall be conducted in
a factual, accurate and careful way.

A Company employee who is not authorized or assigned to speak to the
press shall not give any interview with the media or the general public,
nor disclose any information about the Company and subsidiaries which
may adversely affect their reputation or business operations.

5.13 Related Transactions 

In the case of related transactions amongst the Company and
subsidiaries, the Company shall conform to the rules and procedures of
granting approval by upholding its best interests as if the Company were
dealing with outside parties on an arm’s length basis.

5.14 Compliance with Laws, Rules and Regulations 

Directors, management and staff members at all levels shall abide by the
law and all related rules and regulations pertaining to their position.
No member of the Company shall commit or support illegal acts.

5.15 Supervision and Administration 

1. Every director, manager and staff member shall strictly adhere to the
Company’s code of conduct in the performance of his or her duties. If
any unethical conduct is discovered, the wrongdoer should be punished
according to the Company’s guidelines.

2. It is the duty of every director, manager and staff member to read
the code of conducts, including all amendments that are made, and sign
an agreement to abide by its conditions.

3. All executives and supervisors should behave as role models for the
staff, promote the code of conducts among their subordinates and
encourage them to comply with its conditions.

4. A code of conducts committee shall be established, composed of the
Company’s president, acting as the chairperson, and other department
heads including Internal Audit, Human Resources and Legal. The roles and
responsibilities of the committee are as follows:

-   Periodically review and update the code of conducts.

-   Receive and investigate any complaints regarding non-compliance with
    the code.

-   Answer any questions that may arise and provide an interpretation of
    the code if a situation is unclear.

-   Annually report the committee’s activities to the Audit Committee,
    the Executive Committee and the Board.

-   Promote the code of conduct within the Company and provide training
    for the staff in order to encourage every employee to behave in
    accordance with the code.

5. Any waivers to the code of conducts for senior executives and
directors must be approved by the Board.

5.16 Reporting of Non-Compliance

Every director, manager and staff member has a duty to report any
activity that infringes the code of conducts or situation where they
were forced to perform a task that conflicts with the code, to their
supervisor, a senior executive, the Internal Audit Department, the Human
Resources Department, the Code of Conducts Committee or the Audit
Committee, as the case may be.

The Company has a policy to protect the identity of anyone who reports
non-compliance with the code of conduct. All information received will
be treated in the strictest confidence and the Company will not take any
disciplinary action against the person reporting the allegation if that
person acted in good faith.

Personnel

As at December 31, 2007 the Company and its subsidiaries were the total
personnel of 6,177 persons (only permanent employees).

+----------------------------+---------+---+--------------------------+
| The Company                |         |   | AMP / AMC / ADC / AIN /  |
|                            |         |   | WDS / SBN                |
+----------------------------+---------+---+--------------------------+
| Keys departments           | E       |   | Employee (persons)       |
|                            | mployee |   |                          |
|                            | (p      |   |                          |
|                            | ersons) |   |                          |
+----------------------------+---------+---+--------------------------+
| Operation                  | 987     |   |   AMP 46                 |
+----------------------------+---------+---+--------------------------+
| Solution Development       | 596     |   |   AMC 5                  |
+----------------------------+---------+---+--------------------------+
| Customer Management and    | 79      |   |   ADC 303                |
| Service                    |         |   |                          |
+----------------------------+---------+---+--------------------------+
| Marketing                  | 346     |   |   AIN 30                 |
+----------------------------+---------+---+--------------------------+
| Wireless Service           | 81      |   |   WDS 138                |
+----------------------------+---------+---+--------------------------+
| Service Operation          | 774     |   |   SBN 11                 |
+----------------------------+---------+---+--------------------------+
| Finance and Accounting     | 196     |   |   Total 533              |
+----------------------------+---------+---+--------------------------+
| Support                    | 300     |   |                          |
+----------------------------+---------+---+--------------------------+
| Operation – provinces      | 6       |   |                          |
+----------------------------+---------+---+--------------------------+
| Operation – provinces –    | 188     |   |                          |
| Central area               |         |   |                          |
+----------------------------+---------+---+--------------------------+
| Operation – provinces –    | 192     |   |                          |
| Eastern                    |         |   |                          |
+----------------------------+---------+---+--------------------------+
| Operation – provinces –    | 268     |   |                          |
| Northern                   |         |   |                          |
+----------------------------+---------+---+--------------------------+
| Operation – provinces –    | 290     |   |                          |
| South East                 |         |   |                          |
+----------------------------+---------+---+--------------------------+
| Operation – provinces -    | 232     |   |                          |
| Southern                   |         |   |                          |
+----------------------------+---------+---+--------------------------+
|                            | 4,535   |   |                          |
+----------------------------+---------+---+--------------------------+

  ---------------------------- ----------- --- ----------------- -----------
  ACC                                          DPC               

  Keys departments             Employee        Keys departments  Employee
                               (persons)                         (persons)

  MD-ACC Office                1                                 

  Customer Contact Center      398             Customer Champion 68

  CRM Operation Management     116             Accounting and    13
                                               Credit Management 

  Quality Assurance            75              Marketing and     43
                                               Sale              

  Channel & Contact            127             Store and         70
  Association Center                           Transport System  

  Partner Contact Center       40              Engineering       47

  Contact Center System        45              Support           7
  Solutions                                                      

  Resource Management          59                                

                               861                               248
  ---------------------------- ----------- --- ----------------- -----------

The total amount of compensations for total employees of the Company and
its eight subsidiaries were 3,235.50 Million Baht in 2007, comprising
salary, bonus, and provident fund.

Human Resource Development Policy

Staff development is seen as a long term investment (not expense) which
impacts both organizational success and value. A variety of approaches
to staff development have thus been created in order to enhance and
capture knowledge, and share this acquired knowledge companywide amongst
employees. The Community of Practice (CoP) program draws together ideas
from various functions within the Company and integrates them into our
corporate Knowledge Management system or “Nokhook”.

All training and development is designed and adjusted to align with the
Company’s business strategy. Moreover, overseas and domestic
scholarships have been granted to employees so as to increase their
potential and retain high caliber staff. AIS has also set in place a
Regional Exchange Program to rotate staff in order that they can
experience working with another company within SingTel Group. The
Company strongly believes that staff development must occur continuously
and support corporate strategy.