SET Announcements

February 7th, 2002 Re: Report on Resolutions of the Board of Directors Meeting To: Managing Director The Stock Exchange of Thailand Noble Development Public Company Limited (the "Company") would like to report you of the resolutions of the Board of Directors Meeting No. 2/2002 held on February 7th, 2002. The meeting resolved as follows: 1.unanimously resolved to approve cancellation of the issuance and offer of warrants to the directors and employees of the Company and its subsidiaries to purchase ordinary shares amounting to 2,750,000 units for which 2,750,000 ordinary shares were reserved for the exercise of warrants. 2.unanimously resolved to approve cancellation of the issuance and offer of debentures or convertible debentures not exceeding 750,000 units for which 50,000,000 ordinary shares were reserved for the convertible debentures. 3.unanimously resolved to approve the registered capital decrease from Baht 5,623,393,960 to Baht 4,747,825,650 by reducing 87,556,831 ordinary authorized but unissued shares. Details are as follows: 3.1. 2,750,000 ordinary shares reserved for the exercise of warrants which were to be issued and offered to the directors and employees of the Company and its subsidiaries, the meeting having resolved to approve the cancellation of such plan according to Clause 1 above; 3.2. 50,000,000 ordinary shares reserved for the conversion of convertible debentures, the meeting having resolved to approve the cancellation of issuance of convertible debentures according to Clause 2 above; 3.3. 17,282,974 ordinary shares remaining from the offer to the existing shareholders; 3.4. 17,286,974 ordinary shares reserved for the exercise of warrants; and 3.5. 232,883 ordinary shares offered to Global Thai Finance and Securities Limited or any person designated by Global Thai Finance and Securities Limited. 4.unanimously resolved to approve the amendment to Clause 4 of the Memorandum of Association to be consistent with the details of the capital decrease. Clause 4 of the Memorandum of Association shall be amended as follows. "Clause 4 Registered capital 4,747,825,650 Baht (Baht four thousand seven hundred forty seven million eight hundred twenty five thousand six hundred fifty) Divided into 474,782,565 Shares (four hundred seventy four million seven hundred eighty two thousand five hundred sixty five shares) Par value per share 10 Baht (Baht ten) Consisting of - Ordinary shares 474,782,565 Shares (four hundred seventy four million seven hundred eighty two thousand five hundred sixty five shares) - Preferred shares - Shares (zero)" 1.unanimously resolved to approve the capital decrease by reducing a par value of share from Baht 10 (Baht ten) to Baht 5 (Baht five) resulting in the decrease of paid-up capital of the company from Baht 2,740,695,390 (Baht two thousand seven hundred forty million six hundred ninety five thousand three hundred ninety) to Baht 1,370,347,695 (Baht one thousand three hundred seventy million three hundred forty seven thousand six hundred ninety five). The amount decreased of paid-up capital shall be recorded as to set-off against the accumulated loss shown in the balance sheet of the Company. 2. unanimously resolved to approve the amendment to Clause 4 of the Memorandum of Association to be consistent with the details of the capital decrease by reducing a par value of share. Clause 4 of the Memorandum of Association shall be amended as follows. "Clause 4 Registered capital 2,373,912,825 Baht (Baht two thousand three hundred seventy three million nine hundred twelve thousand eight hundred twenty five) Divided into 474,782,565 Shares (four hundred seventy four million seven hundred eighty two thousand five hundred sixty five shares) Par value per share 5 Baht (Baht five) Consisting of - Ordinary shares 474,782,565 Shares (four hundred seventy four million seven hundred eighty two thousand five hundred sixty five shares) - Preferred shares - Shares (zero)" 1.unanimously resolved to approve and confirm the number of ordinary shares reserved for the exercise of rights and the change of the par value of shares so reserved. Details as follows: 1.1.182,713,026 ordinary shares reserved for the exercise of warrants amounting to 182,713,026 units which the Company issued and offered for sale on August 24, 2001 at the previous par value of Baht 10 and changed to Baht 5. 1.2.18,000,000 ordinary shares reserved for the exercise of options issued to Lehman Brothers Group and/or on a private placement basis in accordance with the resolution of the Extraordinary Meeting of Shareholders No. 1/1999 held on September 14, 1999, in Agenda 5, item 2 by having the previous par value of Baht 10 and changed to Baht 5. 2.unanimously resolved to approve the amendment of Clause 4 of the Articles of Association and deleting Clause 10 of the Articles of Association. Clause 4 of the Articles of Association shall be amended as follows: "Clause 4. The shares of the Company are ordinary shares of equal par value and shall be fully paid-up in one lump sum payment. The Company may issue preferred shares, debentures, convertible debentures into ordinary shares and any other securities pursuant to the securities and exchange law." Therefore, the amended Articles of Association shall have 53 Clauses. 3.unanimously resolved to approve convening an Extraordinary Shareholders' Meeting No. 1 / 2002 on March 14, 2002 at 10.00 am. at Hotel Plaza Athenee, the Gallery Room, 3rd Fl.,Wireless Road, Pathumwan, Bangkok to consider and/or approve the following agenda. Agenda 1 Consideration to approve the Minutes of the Annual General Shareholders' Meeting for the year 2001; Agenda 2 Consideration to approve the cancellation of the issuance and the offer of warrants to the directors and employees of the Company and its subsidiaries to purchase ordinary shares ; Agenda 3 Consideration to approve the cancellation of the issuance and the offer for sale the debentures or the convertible debentures; Agenda 4 Consideration to approve the decrease of the registered capital of the Company; Agenda 5 Consideration to approve the amendment to Clause 4 of the Memorandum of Association; Agenda 6 Consideration to approve the capital decrease of the Company by reducing a par value of share; Agenda 7 Consideration to approve the amendment to Clause 4 of the Memorandum of Association; Agenda 8 Consideration to approve and confirm the ordinary shares reserved for the exercise of rights and the change in par value of ordinary shares so reserved; Agenda 9 Consideration to approve the amendment to the Articles of Association of the Company; and Agenda 10 Other matters (if any) and approve the closing of the shareholders register in order to suspend the Company share transfer for the purpose of an Extraordinary Shareholders' Meeting No. 1/2002 commencing 12.00 p.m. on February 22, 2002 until the adjournment of the Extraordinary Shareholders' Meeting No. 1/2002. Please be informed accordingly. Sincerely, Sitti Leelakasamelerk Director