SET Announcements

5.3 In the case where a director of the Company or of the subsidiary(ies) has retired due to the expiration of his term, or employee of the Company or of the subsidiary(ies) has retired, resulting in the status of director or employee of such director or employee being terminated as director or employee of the Company or of the subsidiary(ies) prior to exercising the rights under the warrants, the said warrants shall belong to such director or employee who has retired. 5.4 In the case where a director or employee of the Company or of the subsidiary(ies) dies or has disappeared or becomes disabled or incapacitated resulting in the status of such director or employee being terminated as director or employee of the Company or of the subsidiary(ies) prior to exercising the rights under the warrants, the said warrants shall be transferred to person whom the director or employee who has died or has disappeared or becomes disabled or incapacitated has specified as the beneficiary according to the letter of appointment of beneficiary of the said director or employee. 5.5 In the case where allotment or transfer of the warrants from the director or employee stated in Clause 5.1 and 5.2 above to any other director, or to any employee which results in such transferred employee to own warrants exceeding 5 percent of the total number of units of warrants issued this time, the Company shall hold a meeting of shareholders to approve such allotment. 6. Assistance from the Company in Providing Financial Support to Directors and Employees - None - 7. Effect on Shareholders of this Issuance of Warrants to Directors and Employees of the Company and the Subsidiary(ies) 7.1 Effect on existing shareholders due to reduction in shareholding proportion In the case where all of the units of warrants of the directors and employees are exercised, with calculation based on the current paid up capital: Number of paid up shares at present = 55,000,000 shares Number of shares resulting from the exercise = 2,750,000 shares Total number of shares after the exercise = 57,750,000 shares Shareholding proportion of existing = 95.24 % shareholders after the exercise In the case where all of the units of warrants of the directors and employees are exercised, when included with the exercise of conversion rights of convertible debenture holders in full, as mentioned in agenda 3 above, and the issue of 36,000,000 shares which the Company expects to sell in the near future: Number of paid up shares at present = 55,000,000 shares Number of shares resulting from the = 55,250,000 shares exercise/sale of new shares Total number of shares after the exercise/sale = 110,250,000 shares of new shares Shareholding proportion of existing = 49.89 % shareholders after the exercise/sale of new shares 7.2 The number of units issued to the directors and employees shall not exceed 5 percent of the total number of shares sold. Number of paid up shares at present = 55,000,000 shares Number of shares reserved for the exercise = 2,750,000 shares of warrants this time Number of shares of this allotment = 5% compared to the total number of shares sold 7.3 Benefits allocated to the directors or employees shall not exceed 4 percent of the total market value prior to the offering of the securities (Po -Pe) x Qe accounts for 2.7778 percent of (Po x Qo) Whereas Po = the market price of the shares of Noble Development Public Company Limited as of August 6, 1999 (Baht 13.50) Pe = the offer price of shares which can be subscribed through the exercise of right under the warrants (Baht 6) Qe = the number of shares reserved for the exercise of the warrants this time (2,750,000 shares) Qo = the total number of issued shares of Noble Development Public Company Limited prior to the offering of the securities this time (55,000,000 shares) 7.4 Rights attached to ordinary shares issued pursuant to the exercise of rights under the warrants The rights attached to the ordinary shares issued pursuant to the exercise of right under the warrants by holders of the warrants shall rank equal to the ordinary shares of the Company issued earlier in every and all respects. Provided that the Company shall issue and offer warrants in accordance with this agenda after the end of the period of allotment of convertible debentures in accordance with agenda 3 and all issued convertible debentures are expired. The Board of Directors of the Company or person(s) assigned by the Board of Directors of the Company is empowered to consider and prescribe other terms relating to the issuance of the warrants including seeking approvals from the competent authorities and performing any other acts necessary and relating to the issuance of the warrants this time. Agenda 5. Unanimously approved, excluding the votes of shareholders who have special interests, to allocate newly-issued 638,750,000 shares (Six Hundred Thirty Eight Million Seven Hundred Fifty Thousand shares) at a par value of Baht 10 (Baht Ten) each as follows: 1. 18,000,000 (Eighteen Million) newly-issued ordinary shares to be sold to Lehman Brothers Holding Inc. or any person(s) designated by Lehman Brothers Holding Inc. which is an affiliate or a related person by way of capital or management control, to Lehman Brothers Holding Inc., either directly or indirectly ("Lehman Brothers Group") and/or on a private placement basis to not exceeding 35 persons and/or 17 types of investors pursuant to the Notification of the Securities and Exchange Commission, Re: Rules, Conditions and Procedures Governing Request for and Approval of Offering of Newly Issued Shares dated May 18, 1992 at a price of Baht 6 (Baht Six) each; 2. 18,000,000 (Eighteen Million) newly-issued shares to support the exercise of option to purchase new ordinary shares granted to Lehman Brothers Group and/ or on a private placement basis to not exceeding 35 persons and/or 17 types of investors pursuant to the Notification of the Securities and Exchange Commission, Re: Rules, Conditions and Procedures Governing Request for and Approval of Offering of Newly Issued Shares dated May 18, 1992, a share subscriber pursuant to item 1. above at a price of Baht 6 (Baht Six) each; 3. 16,500,000 (Sixteen Million Five Hundred Thousand) newly-issued ordinary shares to support the conversion of convertible debentures, the conversion price of which is at a ratio of Baht 1,000 (Baht One Thousand) of convertible debentures to 30 shares (Thirty shares) as approved by the meeting in agenda 3 above; 4 2,750,000 (Two Million Seven Hundred Fifty Thousand) newly-issued ordinary shares to support the exercise of warrants under the issuance and offer of warrants to purchase new shares to the directors and employees of the Company and subsidiary(ies), the exercise price of which is Baht 6 (Baht Six), as approved by the meeting in agenda 4 above; 5. 583,500,000 (Five Hundred Eighty Three Million Five Hundred Thousand) newly- issued ordinary shares to be allocated as follows: 5.1 200,000,000 (Two Hundred Million) newly-issued ordinary shares to existing shareholders (right offering) at a price of not less than Baht 10 (Baht Ten) each; 5.2 200,000,000 (Two Hundred Million) newly-issued ordinary shares to the public (public offering) at a price of not less than Baht 10 (Baht Ten) each; 5.3 183,500,000 (One Hundred Eighty Three Million Five Hundred Thousand) newly-issued ordinary shares to be sold on a private placement basis to not exceeding 35 persons and/or 17 types of investors pursuant to the Notification of the Securities and Exchange Commission, Re: Rules, Conditions and Procedures Governing Request for and Approval of Offering of Newly Issued Shares dated May 18, 1992 at a price of not less than Baht 10 (Baht Ten) each. The shares to be sold under 1 above to Lehman Brothers Group shall be completed within 22 working days after the date of the shareholders meeting having passed a resolution to increase the capital at this time. In the case where the Company cannot issue new ordinary shares at a price of Baht 6 (Baht Six) each as mentioned in 1, 2 and 4 of this agenda due to any legal restrictions at the time of issue, the selling price will be Baht 10 (Baht Ten) each. The Board of Directors of the Company or any person(s) assigned by it shall be empowered to consider and prescribe other related terms and conditions such as the number of ordinary shares for each issuance, price, subscription period and payment for shares, ratio of existing shares to new shares (in case of right offering) etc.,to negotiate, conclude and sign any related agreements or documents, including to perform any other acts necessary and relating to the newly-issued ordinary shares as well as listing newly-issued ordinary shares on the Stock Exchange of Thailand. Agenda 6. Unanimously approved to amend clause 4 of the Memorandum of Association to be as follows: "Clause 4 Registered capital 6,937,500,000 Baht (Baht Six Thousand Nine Hundred Thirty Seven Million Five Hundred Thousand) Divided into 693,750,000 Shares (Six Hundred Ninety Three Million Seven Hundred Fifty Thousand) Par value per share 10 Baht (Baht Ten) Divided into - Ordinary shares 693,750,000 Shares (Six Hundred Ninety Three Million Seven Hundred Fifty Thousand) - Preferred shares - Shares (Zero)" Agenda 7. Unanimously approved to increase the number of directors from 8 persons to 9 persons, and appoint Ms. Vasana Thiensirisak to be the new director. Agenda 8. Unanimously approved to amend clause 6 and clause 11 of the Articles of Association to be as follows: "Clause 6. Share ownership of the Company not less than 51 percent of paid up share capital must be held by person(s) of Thai nationality. Clause 11 Shares of the Company can be transferred freely without any restriction unless such transfer shall cause the foreign ownership of the Company to exceed 49 percent of the paid up share capital." Please be informed accordingly. Sincerely, Sitti Leelakasamelerk Director ***