RESOLUTIONS OF THE BORD OF DIRECTORS MEETING NO.5/2001

28 March 2001
March 27, 2001 To: President The Stock Exchange of Thailand Re : Report on the Resolutions of the Board of Directors Meeting No. 5/2001 and Omission of Annual Dividend Payment. Noble Development Public Company Limited (the Company) would like to inform you that the Board of Directors Meeting No. 5/2001 held on March 27, 2001 from 10.30 am. to 12.00 am. at the Company's meeting room, 2nd Floor, Noble House Phayathai Building, 35 Phayathai Road, Ratchathewi, Bangkok, passed the resolutions as followed: 1.Unanimously approved to omit annual dividend payment and not to allocate the Company's net profit for the year 2000 to legal reserve fund since the company has deficit in retained earnings. 2.Unanimously approved to amend the company's articles of association of Clause 54 concerning connected transaction and the requisition and disposal of assets , according to Notifications of the SEC by adding the following provisions: "Article 54 When the Company or any of its subsidiaries decide to enter into a connected transaction, or the acquisition and disposal of their assets according to the regulated notification of the Stock Exchange of Thailand concerning connected transactions, of the acquisition and disposal of assets of listed companies, the Company shall perform in accordance with rules and procedures of such notification. This Articles will be in effected as long as the Company obliges to perform in accordance with the rules and regulation of the Stock Exchange of Thailand." 3.Unanimously approved to close the register of shareholders on April 11, 2001 at 12.00 am. until the annual general shareholders meeting for the year 2001 is ended. The annual general shareholders meeting will be held on April 30,2001 at 10.00 am.at the meeting room, 8th Floor, Noble House Phayathai Building, 35 Phayathai Road, Rajchathewi, Bangkok 10400, to certify and/or approve the following matters; Agenda 1 Consideration and certifying the minute of the extraordinary shareholders' Meeting No. 2/2000 held on October 16, 2000. Agenda 2 Consideration and acknowledgment the Company's operating performance for the year 2000. Agenda 3 Consideration and approval the company's audited balance sheet and profit and loss statements as of December 31,2000. Agenda 4 Consideration and approval of the omission of the annual dividend payment and of the allocation of the company's net profit for the year 2000 to legal reserve fund. Agenda 5 Consideration and election of the company's directors to replace the directors who will retire and the directors' remuneration for the year 2001. Agenda 6 Consideration and appointment of the company's auditor and audit fees for the year 2001. Agenda 7 Consideration and approval to amend the company's articles of association. Agenda 8 Other matters (if any). Sincerely, Thongchai Busrapan Director Sincerely, Thongchai Busrapan Director