SET Announcements

March 23, 2000 Re: Report on Resolutions of the Extraordinary Shareholders Meeting No. 1/2000 To: President The Stock Exchange of Thailand Noble Development Public Company Limited (the "Company") would like to inform you the resolutions of the Extraordinary Shareholders Meeting No. 1/2000 held on March 23, 2000 from 10.15 am.to 11.15 am. as follows: Agenda 1 Unanimously certified the minutes of the Extraordinary Shareholders Meeting No.1/1999 held on September 14,1999. Agenda 2 Unanimously approved to authorize the Company to issue and offer for sale debentures or convertible debentures which have the following preliminary terms: Type : Debentures with name certificate or convertible debentures with name certificate with the right to convert into ordinary shares of the Company Classification : Secured or unsecured and unsubordinated with the debenture holders' representative Issue size : Not exceeding Baht 750,000,000 (seven hundred and fifty million baht) Amount of units : Not exceeding 750,000 units (seven hundred and fifty thousand units) Par value per unit: Baht 1,000 (one thousand baht) Maturity : Not exceeding 5 (five) years from the date of issuance of debentures or convertible debentures (as the case may be) Allotment method : Allotment and offer for sale on a private placement basis to specific investors numbering no more than 35 persons and/or investors who are the institutional investors according to the Notification of the Board of Securities and Exchange Commission No.KorJor.13/2539 Re: Filing and Waver of Filing of the Registration Statement dated September 12,1996 and/or the non-resident investors according to the Notification of the Board of Securities and Exchange Commission Re: Rules, Conditions and Procedures for Applying for Permission and Permission to offer newly-issued debentures to non-resident investors dated December 25, 1998 Conversion price : Not less than Baht 15 (fifteen baht) per 1 (in case of (one) ordinary shares convertible debentures) Termination date : Not exceeding 5 (five) years from the date for exercising of issuance of the convertible debentures conversion right (in case of convertible debentures) Shares Reserved : Not exceeding 50,000,000 (Fifty Million) for Conversion shares (in case of convertible debentures) Redemption prior : The Company shall have the right to redeem to Termination all of the debentures on the date of the Date (in case of first interest payment.The Company shall pay issuance of the principal according to the par value debentures) of the debentures plus the first interest payment. Effect to : In the Case that every right to convert Shareholders convertible debentures is exercised, voting rights of Existing Shareholders will decrease by 35 percent. As for effects on dividends and profit per share,effects are expected only in the beginning phases. If the Company can operate to the target, profit per share of the Company should increase to compensate shareholders in the long term. Shareholders' : As the ordinary shares issued are reserved Rights to Object for the conversion to convertible debentures to the Issuance including all shares reserved for warrants of Convertible to purchase shares and convertible debentures debentures issued in other cases number in excess of 30% but do not exceed 100% of the total number of issued shares of the Company, therefore,25 or more shareholders,aggregately holding 10% or more of the total number of issued shares of the Company, may veto the issuance of convertible debentures accommodated by the said amount of ordinary shares. The Board of Directors of the Company or any person(s) assigned by it will be authorized to specify type, classification, interest rate and other details and conditions of the debentures or convertible debentures,for example, collateral for repayment (in case of issuance and offer for sale of secured debentures), the amount of debentures or convertible debentures to be offered each time (in case of issuance more than one time),maturity, conversion period, termination date of conversion (in case of convertible debentures), or causes for issuing newly-issued ordinary shares to accommodate the conversion rights, interest payment and calculation method, etc., to negotiate, conclude, and sign related documents and agreements, including taking any actions necessary and appropriate regarding the debentures or convertible debentures, which includes listing ordinary shares derived from the conversion as listed shares with the Stock Exchange of Thailand Agenda 3 Unanimously approvedto change the resolution regarding the allocation of 400,000,000 (Four Hundred Million) newly-issue ordinary shares which the Extraordinary Shareholders' Meeting No. 1/1999 held on September 14, 1999 have unanimously approved, in agenda 5 clause 5.1 and 5.2, to allocate 200,000,000 (Two Hundred Million) shares to existing shareholders (right offering) at a price not less than Baht 10 (Baht Ten) and to allocate 200,000,000 (Two Hundred Million) shares to public (public offering) at a price not less than Baht 10 (Baht Ten), by reallocating as follows: 1. 50,000,000 (Fifty Million) newly-issued ordinary shares to reserve for the conversion to convertible debentures, the conversion price of which is not less than Baht 15 (Baht Fifteen) per 1 (One) ordinary share, as approved by the meeting in agenda 2 above; 2. 175,000,000 (One Hundred Seventy Five Million) newly -issued ordinary shares to existing shareholders (Right Offering) at a price of not less than Baht 10 (Baht Ten) each; 3. 175,000,000 (One Hundred Seventy Five Million) newly -issued ordinary shares to the public (Public Offering) at a price of not less than Baht 10 (Baht Ten) each. In case there are any remaining shares from the allocation made under clause 1 above or the Company does not issue the convertible debentures,the shareholders' meeting have unanimously approved to allocate the said remaining shares to be sold on a private placement basis to not exceeding 35 persons and/or institutional investors pursuant to the Notification of the Securities and Exchange Commission, Re: Rate,Conditions and Procedures Governing Request for and Approval of Offering of Newly Issued Shares dated May 18, 1992 at a p rice of not less than 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, payment for shares, ratio of existing shares to new shares (in the case of right offering) etc., to negotiate,conclude, and sign related documents and agreements, including taking any actions necessary and appropriate regarding the newly-issued ordinary shares, which includes listing newly-issued ordinary shares on the Stock Exchange of Thailand. Please be informed accordingly. Sincerely, (Sitti Leelakasamelerk) Director