SET Announcements

March 23, 2007 To: President The Stock Exchange of Thailand Re: Report on Resolutions of the Board of Directors Meeting, Schedule of the annual general shareholders' meeting and the payment of dividend Noble Development Public Company Limited (the "Company") would like to inform you that the Board of Directors' Meeting No. 2/2007 held on March 23, 2007 passed the material resolutions as follows: 1. Unanimously approved to pay annual dividend for the year 2006 of Baht 0.21 per share to the shareholders whose names appear on the register of shareholders on May 8, 2007 at 12.00 noon, the date of dividend payment will be on May 23, 2007, and to allocate 5 percent of the Company's net profit for the year 2006 to the legal reserve fund. 2. Unanimously resolved to approve the decrease of registered capital from Baht 2,373,912,825 to Baht 2,282,355,875 by reducing 18,311,390 authorized but unissued ordinary shares. Details are as follows: 2.1. 18,000,000 ordinary shares reserved for the exercise of option issued to Lehman Brothers Group and/or on a private placement and 2.2. 311,390 ordinary shares reserved for the exercise of warrants. 3. Unanimously resolved to approve the amendment to Clause 4 of the Memorandum of Association to be consistent with the details of the decrease of registered capital. Clause 4 of the Memorandum of Association shall be amended as follows: "Clause 4 Registered capital 2,282,355,875 Baht (Baht two thousand two hundred eighty two million three hundred fifty five thousand eight hundred seventy five) Divided into 456,471,175 Shares(four hundred fifty six million four hundred seventy one thousand one hundred seventy five shares) Par value per share 5 Baht (Baht five) Consisting of Ordinary share 456,471,175 Shares (four hundred fifty six million four hundred seventy one thousand one hundred seventy five shares) Preferred share - Shares (zero share)" 4. Unanimously resolved to propose that the shareholders ratify the Company's offsetting the share discount in the amount of Baht 1,625,060,721 presented in the Financial Statement of the Company by the share premium in the amount of Baht 781,292,711. After the offsetting, the Company will retain the share discount in the amount of Baht 843,768,010. 5. Unanimously resolved to approve the capital decrease by reducing a par value of share from Baht 5 (Baht five) to Baht 3 (Baht three) resulting in the decrease of capital of the Company from Baht 2,282,355,875 (Baht two thousand two hundred eighty two million three hundred fifty five thousand eight hundred seventy five) to Baht 1,369,413,525 (Baht one thousand three hundred sixty nine million four hundred thirteen thousand five hundred twenty five). The amount decreased of paid-up capital shall be recorded as to set-off against the share discount in the amount of Baht 843,768,010 retained from the offsetting by the share premium as mentioned in clause 4. After the offsetting, the Company will retain the share premium in the amount of Baht 69,174,340. 6. 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 1,369,413,525 Baht (Baht one thousand three hundred sixty nine million four hundred thirteen thousand five hundredtwenty five) Divided into 456,471,175 Shares(four hundred fifty six million four hundred seventy one thousand one hundred seventy five shares) Par value per share 3 Baht (Baht three) Consisting of Ordinary share 456,471,175 Shares(four hundred fifty six million four hundred seventy one thousand one hundred seventy five shares) Preferred share - Shares(zero share)" 7. Unanimously approved the closing of the register of shareholders, for identifying the shareholders who have the right to attend the annual general shareholders' meeting for the year 2007, on April 9, 2007, at 12.00 noon until the adjournment of the annual general shareholders' meeting for the year 2007. The annual general shareholders' meeting for the year 2007 will be held on Thursday, April 26, 2007 at 2.00 pm. at The Sukhothai Hotel, Sila Room, 6th Floor, South Sathorn Road, Bangkok, to certify and /or approve the following matters: Agenda 1 Consideration and certification of the minutes of the Annual General Shareholders' Meeting for the year 2006. Agenda 2 Consideration and acknowledgment of the Company's operating performance for the year 2006. Agenda 3 Consideration and approval the Company's audited balance sheet and profit and loss statements for the fiscal year ended December 31, 2006. Agenda 4 Consideration and approval of the annual dividend payment and the allocation of the Company's net profit for the year 2006 to the legal reserve fund as follows: Approve to pay annual dividend for the year 2006 of Baht 0.21 per share to the shareholders whose names appear on the register of shareholders on May 8, 2007 at 12.00 noon, the date of dividend payment will be on May 23, 2007, and approve to allocate 5 percent of the Company's net profit for the year 2006 to the legal reserve fund. Agenda 5 Consideration and election of the Company's directors to replace the directors who will retire and approval of the directors' remuneration for the year 2007 as follows: Re-appoint the Company's directors who will retire, Mr. Thongchai Busrapan, Mr. Vicharn Busrawong and Mr. Narong Taychachaiwong and approve the directors' remuneration for year 2007 as follows: 1. The Board of Directors Baht 2,000,000 per year 2. The Chairman of Audit Committee Baht 220,000 per year 3. The Audit Committee Baht 180,000 per person per year Agenda 6 Consideration and appointment of the Company's auditor and audit fees for the year 2007 as follows: Appoint Mr. Sudwin Panyawongkhanti Certified Public Accountant (Thailand) No.3534, Mr. Kajornkiet Aroonpirodkul, Certified Public Accountant (Thailand) No.3445 and Mr. Prasit Yuengsrikul, Certified Public Accountant (Thailand) No.4174 of PricewaterhouseCoopers ABAS Limited as the Company's and its subsidiaries' auditors, any one being authorized to conduct the audit and express an opinion on the statutory financial statements of the Company and its subsidiaries. In the absence of the above-named auditors, PricewaterhouseCoopers ABAS Limited is authorized to identify one other Certified Public Accountant with PricewaterhouseCoopers ABAS Limited to carry out the work, and approve the audit fees of the Company and its subsidiaries for year 2007 totaled Baht 2,760,000. Agenda 7 Consideration and approval of the decrease of the registered capital of the Company as follows: Approve the registered capital decrease from Baht 2,373,912,825 to Baht 2,282,355,875 by reducing 18,311,390 authorized but unissued ordinary shares. Details are as follows: 18,000,000 ordinary shares reserved for the exercise of option issued to Lehman Brothers Group and/or on a private placement and 311,390 ordinary shares reserved for the exercise of warrants. Agenda 8 Consideration and approval of the amendment to Clause 4 of the Memorandum of Association as follows: "Clause 4 Registered capital 2,282,355,875 Baht (Baht two thousand two hundred eighty two million three hundred fifty five thousand eight hundred seventy five) Divided into 456,471,175 Shares(four hundred fifty six million four hundred seventy one thousand one hundred seventy five shares) Par value per share 5 Baht (Baht five) Consisting of Ordinary share 456,471,175 Shares (four hundred fifty six million four hundred seventy one thousand one hundred seventy five shares) Preferred share - Shares (zero share)" Agenda 9 Consideration and ratify the Compan's offsetting the share discount by the share premium as follows: Ratify the Company's offsetting the share discount in the amount of Baht 1,625,060,721 presented in the Financial Statement of the Company by the share premium in the amount of Baht 781,292,711. After the offsetting, the Company will retain the share discount in the amount of Baht 843,768,010. Agenda 10 Consideration and approval of the capital decrease of the Company as follows: Approve the capital decrease by reducing a par value of share from Baht 5 (Baht five) to Baht 3 (Baht three) resulting in the decrease of capital of the Company from Baht 2,282,355,875 (Baht two thousand two hundred eighty two million three hundred fifty five thousand eight hundred seventy five) to Baht 1,369,413,525 (Baht one thousand three hundred sixty nine million four hundred thirteen thousand five hundred twenty five). The amount decreased of paid-up capital shall be recorded as to set-off against the share discount in the amount of Baht 843,768,010 retained from the offsetting by the share premium as mentioned in agenda 9. After the offsetting, the Company will retain the share premium in the amount of Baht 69,174,340. Agenda 11 Consideration and approval of the amendment to Clause 4 of the Memorandum of Association as follows: "Clause 4 Registered capital 1,369,413,525 Baht (Baht one thousand three hundred sixty nine million four hundred thirteen thousand five hundred twenty five) Divided into 456,471,175 Shares(four hundred fifty six million four hundred seventy one thousand one hundred seventy five shares) Par value per share 3 Baht (Baht three) Consisting of Ordinary share 456,471,175 Shares(four hundred fifty six million four hundred seventy one thousand one hundred seventy five shares) Preferred share - Shares(zero share)" Agenda 12 Other matters (if any). Please be informed accordingly. Sincerely, Sitti Leelakasamelerk Director Authorized to sign on behalf of the Company