Advanced Info Service Public : Acquisition of TTTBB and investment units in JASIF

(Translation)

AIS-CP 014/2022

4 July 2022

Subject: Acquisition of TTTBB and investment units in JASIF

To: The President

The Stock Exchange of Thailand

Attachment: Information Memorandum on the Asset Acquisition of Advanced Info Services Public Company Limited

Advanced Info Service Public Company Limited (the "Company" or "AIS") would like to inform that the Board of Directors meeting held on 3 July 2022 approved the entering into the transaction by Advanced Wireless Network Co.,Ltd. ("AWN"), a 99.99% subsidiary of AIS as follows.

1. Acquisition of Triple T Broadband Public Company Limited ("TTTBB") in total of 7,529,242,385 shares, equivalent to 99.87% of total paid-up shares from Acumen Company Limited ("ACU"), a subsidiary of Jasmine International Public Company Limited ("JAS"), including the acquisition of two subsidiaries of TTTBB namely Triple T Internet Company Limited ("TTTI") and Incloud Company Limited ("INC") as well as the acquisition of
   Three BB Company Limited in accordance with the conditions precedent; all of these in the total value of 19,500 million Baht.
2. Acquisition of Jasmine Broadband Internet Infrastructure Fund ("JASIF") from JAS in a total of 1,520,000,000 units, equivalent to 19.00% of all units at 8.5 Baht per unit or a total value of 12,920 million Baht

AWN signed the Undertaking Agreement with ACU and JAS on 3 July 2022 intended to purchase TTTBB's shares and JASIF's investment units. Under the agreement, the key precedent conditions consist of the shareholders' approval from the sellers to sell their stakes in TTTBB and JASIF according to the agreed terms, the approval of the unitholders of JASIF to amend terms and conditions of relevant agreements, and all other conditions precedent under the Undertaking Agreement. In addition, AWN shall attain the transaction approval from the National Broadcasting and Telecommunications Commission (NBTC) before signing the share purchase agreement and executing the transaction. The company expects the share purchase and acquisition of investment units to be completed within 1st quarter of 2023.

This acquisition will enhance consumer access to broader and better quality of service by improving broadband inclusion in new areas targeting the upcountry and non-city areas. This aligns with our business direction to grow the broadband business and effectively develop the nation's fiber infrastructure. A combined fiber network will support effective sharing that reduces unnecessary fiber network duplication and its environmental impact.

The transaction will enhance the value of our business and sustainable growth for the key stakeholders i.e. customers, society, and shareholders over the long term. In addition, as the new sponsor and tenant of the JASIF with a strong financial record, we aim to enhance value to the unitholders with a secure and stable return and will propose the amendment to the lease terms for long-term sustainability, as well as provide a future opportunity for the infrastructure fund to invest in additional telecommunication asset of the company.

This transaction will be funded by debt given the Company's sufficient debt headroom. The Company also maintains its dividend policy of a minimum 70% payout of net profit. The transaction is considered an asset acquisition with a total value of 32,420 million Baht, equivalent to 38.7% of the net tangible asset (NTA), based on AIS's latest consolidated financial statement as of 31 March 2022. When combined with the acquisition in the past six months, the total transaction size is more than 15% but less than 50%, hence the company provides the disclosure of detailed information in the attachment which will also be circulated to all shareholders within 21 days.

Please be informed accordingly

-Signed -

(Mr. Tee Seeumpornroj) Chief Finance Officer

- Translation -

Information Memorandum on the Asset Acquisition of

Advanced Info Services Public Company Limited

At the board of directors' meeting no. 6/2022 of Advanced Info Services Public Company Limited (the "Company") held on 3 July 2022, a resolution was passed to approve Advanced Wireless Network Company Limited ("AWN"), a subsidiary of which the Company holds 100.00 percent of shares, and/or the person designated by AWN (collectively referred to as the "Purchaser") to acquire shares and investment units from Acumen Company Limited ("ACU"), a subsidiary of Jasmine International Public Company Limited ("JAS") and JAS, respectively (ACU and JAS are collectively referred to as the "Sellers"), as follows:

1. acquisition of 7,529,242,385 ordinary shares of Triple T Broadband Public Company Limited ("TTTBB"), representing 99.87 percent of the total issued shares of TTTBB, which such number of shares includes the number of shares held by ACU and other shareholders of TTTBB other than TT&T Public Company Limited ("TT&T"). In this regard, the Sellers are obligated and responsible for procuring other shareholders of TTTBB to transfer TTTBB's shares to the Purchaser as well as for procuring other shareholders in
   Triple T Internet Company Limited ("TTTI") and In Cloud Company Limited ("INC"), subsidiaries in which TTTBB holds 99.99 percent of each company's total issued shares, to transfer the shares in TTTI and INC to the Purchaser, details of which are as follows:
2. 1. procuring the other shareholders of TTTI, except for TTTBB, to transfer 700 shares of TTTI to the Purchaser; and
   2. procuring the other shareholders of INC, except for TTTBB, to transfer 3 shares of INC to the Purchaser.

In this regard, the Sellers shall be responsible for all transactions costs and expenses in relation to the above transactions (the abovementioned transactions are herein collectively referred to as the "Shares Acquisition Transaction"), which the total value is THB 19,500 million.

1. acquisition of infrastructure units of Jasmine Broadband Internet Infrastructure Fund
   ("JASIF") from JAS in the amount of 1,520,000,000 investment units, representing 19.00 percent of the total investment units of JASIF with the purchase price of THB 8.50 per investment unit at a total value of THB 12,920 million. Should there is any dividend amount declared by JASIF after 31 December 2022 and until the Completion Date of Sale and Purchase of Shares and Investment Units (as defined below) and the Purchaser is not entitled to receive such dividend, the proceed equivalent to such dividend amount will be deducted from the consideration of the Investment Units Acquisition Transaction. (the "Investment Units Acquisition Transaction").
   (The Shares Acquisition Transaction and the Investment Units Acquisition Transaction shall be collectively referred to as the "Shares Acquisition and Investment Units Acquisition Transaction".)

In this regard, the Shares Acquisition and Investment Units Acquisition Transaction having a total value of THB 32,420 million constitutes an acquisition of assets pursuant to the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets and the Notification of the Board of Governors of the

Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets B.E. 2547 (2004) (as amended) (the "Acquisition and Disposition Notifications"). The transaction size of the Shares Acquisition and Investment Units Acquisition Transaction is 38.7 percent as calculated based on net tangible asset (NTA) value criteria, which gives the highest transaction value. After computation of the foregoing with the transaction size of the Company's other asset acquisition transactions occurred in the past 6 months prior to the date the Company entered into this transaction, the total transaction size will be equivalent to 38.7 percent under the net tangible asset (NTA) value criteria, which gives the highest transaction value.

None of the Sellers under the Shares Acquisition and Investment Units Acquisition Transaction are the connected persons of the Company, therefore, the transaction does not constitute a connected transaction pursuant to the Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected Transactions dated 31 August B.E. 2547 (2004) (as amended) and the Notification of the Board of Governor of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions B.E. 2546 (2003) (as amended).

However, the Shares Acquisition and Investment Units Acquisition Transaction is deemed as a class 2 transaction under the Acquisition and Disposition Notifications, having a transaction size equivalent to 15.0 percent or higher but less than 50.0 percent. The Company, therefore, is required to disclose the information of the transaction to the Stock Exchange of Thailand ("SET") and to deliver the notice to the Company's shareholders within 21 days from the date of information disclosure to the SET pursuant to the Acquisition and Disposition Notifications. In this regard, the details of the information disclosure of the said transaction can be summarized as follows:

1. Transaction Date

AWN has entered into the undertaking agreement with the Sellers on 3 July 2022 to sell and purchase shares in TTTBB and investment units of JASIF (the "Undertaking Agreement"). Upon the Company's being in compliance with relevant notifications of the Office of National Broadcasting and Telecommunications Commission ("NBTC"), i.e., the Notification of the NBTC re: Regulating Measures for Business Merger and Crossholding in Telecommunication Businesses B.E. 2553 (2010) (the "NBTC Notification") to enter into the Shares Acquisition and Investment Units Acquisition Transaction and the conditions precedent under the Undertaking Agreement are satisfied, i.e., (1) no change, event or circumstance has occurred, after the date of the Undertaking Agreement, which has or causes, or which may have or cause, a material adverse change to business, conditions (financial or otherwise condition), performance, operations, assets (including real estate and licenses) or liabilities of TTTBB, TTTI, INC or JASIF (as the case may be); and (2) no legislation, law, regulation, rule and/or notification has been enacted or has come into effect after the date of the Undertaking Agreement prohibiting any of the parties from consummation of the transactions contemplated thereunder or resulting in consummation of the transactions contemplated thereunder constituting a breach of such legislation, law, regulation, rule, notification and/or order from the relevant governmental authority, the parties will then enter into the sale and purchase agreement of shares in TTTBB and investment units of JASIF (the "Sale and Purchase Agreement of Shares and Investment Units").

In this regard, upon the entry into the Sale and Purchase Agreement of Shares and Investment Units and the conditions precedent pursuant to the Sale and Purchase Agreement of Shares and Investment Units are fulfilled or waived by the relevant parties (the "Completion of Conditions Precedent"), the parties will, therefore, proceed with the sale and purchase of the shares and the

2

investment units as prescribed under the Sale and Purchase Agreement of Shares and Investment Units. The Company, therefore, expects the Shares Acquisition and Investment Units Acquisition Transaction to take place within the first quarter of the year 2023. (the "Completion Date of Sale and Purchase of

Shares and Investment Units")

The Sale and Purchase Agreement of Shares and Investment Units is, among other things, include the conditions, including the following key conditions precedent, of which the parties agree to commence the fulfilment of such conditions precedent of the Sale and Purchase Agreement of Shares and Investment Units from the execution date of the Undertaking Agreement:

1. The Purchaser shall have obtained an approval from the NBTC as required under the NBTC Notification to enter into the Shares Acquisition and Investment Units Acquisition Transaction;
2. The Sellers shall obtain the approval from each of their respective shareholders' meeting on the sale of the shares in TTTBB and the investment units in JASIF's to the Purchaser
   (as the case may be);
3. The unitholders' meeting of JASIF to approve the termination and the amendment of the relevant provisions under the respective agreements entered into between JASIF, JAS, TTTBB, and TTTI (as the case may be), including but not limited to amendments to the following key conditions:
4. 1. termination and amendment of relevant agreements as follows:
   2. 1. the termination of (i) the Amended and Restated Rental Assurance Agreement; and (ii) the Amended and Restated Marketing Services Agreement;
      2. the amendment to the Amended and Restated Main Lease Agreement with the following key details: (i) to extend the term of the Amended and Restated Main Lease Agreement until 31 December 2037, and to determine the rental for the period from 30 January 2032 until 31 December 2032 at the rate of THB 402.37 per core kilometre per month and the rental for the period from 1 January 2033 until 31 December 2037 to be increased on annual basis on 1 January in accordance with the latest timing of formal publication of the consumer price index (CPI) as announced by the Ministry of Commerce, in any case not exceeding 3 percent but not less than 0 percent per annum; and (ii) to cancel the JASIF's right to extend the leased term under the Amended and Restated Main Lease Agreement;
   3. novation of the rights and obligations of JAS under the Amended and Restated Undertaking Agreement to the Purchaser and amendments of certain provisions under the Amended and Restated Undertaking, such as the cancellation of certain restricted activities provisions and the cancellation of the key financial covenants, etc.
5. The major shareholder of the Sellers (Mr. Pete Bodharamik) shall enter into a letter of undertaking stating that he will not engage in any business in competition with TTTBB, TTTI and INC;

3