SET Announcements

October 16, 2000 To: President The Stock Exchange of Thailand Re: Report on the Extraordinary Shareholders Meeting No. 2/2000 Noble Development Public Company Limited (the "Company") would like to inform you that the Extraordinary Shareholders Meeting No. 2/2000 held on October 16, 2000 from 10.00 a.m. to 11.30 a.m. resolved as follows: Agenda 1 Unanimously resolved to certify the minutes of the 2000 Annual General Shareholders Meeting held on April 28, 2000. Agenda 2 Unanimously approved the issuance and offer of warrants to purchase newly- issued ordinary shares to the existing shareholders with the preliminary details as follow: Type : Warrants to purchase ordinary shares of the Company, in name certificate Number of Units : 200,000,000 units (Two Hundred Million units) Offered Price per Unit : Baht 0 (Zero) Allotment Method : To existing shareholders of the Company (right offering) who subscribe for newly-issued shares in proportion to their shareholdings, details of which will be further explained in Agenda 3 below, at a ratio of 1 newly-issued ordinary share to 1 unit of warrant. The allotment of warrants shall be made after the Company is granted approval from the relevant authorities. Period of the Plan : 5 (Five) years from the date of warrants Exercise Ratio : 1 unit of warrant : 1 ordinary share Exercise Price per : Baht 6 (Six Baht), provided that in the case where Unit there is any legal restriction that does not allow the exercise on that price, the exercise price will be Baht 10 (Ten Baht) per share. Number of shares : 200,000,000 units (Two Hundred Million units) Reserved for the Exercise of Right Secondary market : The Company will apply for listing such warrants as listed securities on the Stock Exchange of Thailand Additionally, in the event that the average price of the ordinary shares of the Company which are traded on the Stock Exchange of Thailand reaches Baht 8 (Eight Baht), holders of the warrants to purchase ordinary shares will be entitled to exercise the right under the warrants only for one time,provided that the period for delivering the intention to exercise the said warrants for the last time will be in accordance with the period specified in the relevant notifications of the Securities andExchange Commission with respect to the delivery of intention to exercise the warrants for the last time. After the said final exercise date, the warrants to purchase ordinary shares will then expire. In this regard, the calculation of the average price of the ordinary shares of the Company will be based on the closing price of the ordinary shares of the Company which are traded on the Stock Exchange of Thailand at the end of daily trading period of any 15 (Fifteen) consecutive business day period. The Board of Directors or person(s) assigned by the Board of Directors is authorized to consider and prescribe other details relevant to the exercise of right under the warrants to purchase ordinary shares, including details and conditions with respect to the exercise right of the warrants, the application for listing such warrants as listed securities on the Stock Exchange of Thailand and seeking approvals from the competent authorities and performing any other acts necessary and related to the issuance of the warrants. Agenda 3 Unanimously approved the amendments to the resolutions of the Extraordinary Shareholders Meeting No. 1/1999 and 1/2000 in connection with the allocation of newly-issued shares as follows: 1. Resolutions of the Extraordinary Shareholders Meeting No. 1/1999 held on September 14,1999, Agenda 5, Clause 3 unanimously approved the allocation of 16,500,000 (Sixteen Million and Five Hundred Thousand) newly-issued shares reserved for the conversion of convertible debentures. The convertible debentures' term has expired. The remaining shares reserved for the conversion of convertible debentures are 3,750,000 (Three Million Seventy and Five Thousand) shares. 2. Resolutions of the Extraordinary Shareholders Meeting No. 1/999 held on September 14, 1999, Agenda 5, Clause 5.3 unanimously approving the allocation of 183,500,000 (One Hundred Eighty Three Million Five Hundred Thousand) newly-issued ordinary shares to be sold on a private placement basic, 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 for Application for Approval to Offer Newly-Issued Shares dated May 18, 1992, at a price of not less than Baht 10 (Ten Baht) each.The shares of such portion have been allocated or issued in the amount of 5,839,396 (Five Million Eight Hundred Thirty Nine Thousand Three Hundred and Ninety Six) shares. At present, the remaining shares of this portion are 177,660,604 (One Hundred Seventy Seven Million Six Hundred Sixty Thousand Six Hundred and Four) shares; and 3. Resolutions of the Extraordinary Shareholders Meeting No.1/2000 held on March 23, 2000, Agenda 3, Clauses 2 and 3 unanimously approved the allocation of 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 (Ten Baht) each and 175,000,000 (One Hundred Seventy Five Million) newly- issued ordinary shares through a public offering at a price of not less than Baht 10 (Ten Baht ), respectively. By reallocating the newly-issued ordinary shares as follows: 1. 200,000,000 (Two Hundred Million) newly-issued ordinary shares to existing shareholders (Right Offering) at the ratio that 1 existing share is entitled to 2 newly-issued shares with the subscription price of Baht 1.5 (One Baht and Fifty Satang) per share. The existing shareholders who subscrib for 1 newly-issued share shall receive 1 unit of warrant as mentioned above in Agenda 2. Any unsubscribe newly-issued shares remaining from such allotment to the existing shareholders shall be offered to the shareholders who want to subscribe for shares in excess of their entitlement at the same offering price. 2. 200,000,000 (Two Hundred Million) newly-issued shares shall be reserved for the exercise of warrants to purchase shares in accordance with Agenda 2 above. The Board of Directors or any person(s) assigned by the Board shall be empowered to consider and prescribe other related terms and conditions such as the number of shares for each issuance, price, subscription period and payment for shares, details of allotment method to existing shareholders, issuance period of warrants, etc., to negotiate, conclude and sign any related agreements or documents, including to perform any other acts necessary and related to the newly-issued ordinary shares as well as listing newly-issued ordinary shares on the Stock Exchange of Thailand. Agenda 4 Unanimously approved the reduction of the registered capital of the Company from Baht 6,937,500,000 (Baht Six Billion Nine Hundred Thirty Seven Million and Five Hundred Thousand) to Baht 5,623,393,960 (Baht Five Billion Six Hundred Twenty Three Million Three Hundred Ninety Three Thousand Nine Hundred and Sixty) by canceling 131,410,604 (One Hundred Thirty One Million Four Hundred Ten Thousand Six Hundred and Four) authorized but unissued shares. Agenda 5 Unanimously approved the amendment to Clause 4 of the Memorandum of Association as follows: "Clause 4 Registered capital 5,623,393,960 Baht (Baht Five Billion Six Hundred Twenty Three Million Three Hundred Ninety Three Thousand Nine Hundred and Sixty) Divided into 562,339,396 Shares (Five Hundred Sixty Two Million Three Hundred Thirty Nine Thousand Three Hundred and Ninety Six shares) Par value per share 10 Baht (Baht Ten) Divided into - Ordinary shares 562,339,396 Shares (Five Hundred Sixty Two Million Three Hundred Thirty Nine Thousand Three Hundred and Ninety Six shares) - Preferred shares - Shares (Zero)" Please be informed accordingly. Sincerely, Sitti Leelakasamelerk Director