SET Announcements
Report on Resolutions of AGM for the year 2007
27 April 2007
April 26, 2007
To:President
The Stock Exchange of Thailand
Re:Report on Resolutions of the Annual General Shareholders' Meeting for
the year 2007.
Noble Development Public Company Limited (the "Company") would like to
inform you that the Annual General Shareholders' Meeting for the year 2007
held on Thursday, April 26, 2007 at 2.00 pm. at The Sukhothai Hotel, Sila
Room, 6th Floor, South Sathorn Road, Bangkok passed the resolutions as
follows:
1.Unanimously certified the minutes of the Annual General Shareholders'
Meeting for the year 2006 held on April 27, 2006.
2.Unanimously acknowledged the Company's operating performance for the year
2006.
3.Unanimously approved the Company's audited balance sheet and profit and
loss statements for the fiscal year ended December 31, 2006.
4.Unanimously approved the Company 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. The meeting also unanimously approved to
allocate 5 percent of the Company's net profit for the year 2006 to the
legal reserve fund.
5.Unanimously approved to re-appoint three directors retired by rotation,
who are Mr. Thongchai Busrapan, Mr. Vicharn Busrawong and Mr. Narong
Taychachaiwong, as the Company's directors. The meeting also unanimously
approved to fixed remuneration of the directors of the Company, the chairman
of the Audit Committee and the members of the Audit Committee for the year
2007 as follows:
The directors of the Company - totaling not exceed Baht 2,000,000 / year
The chairman of the Audit Committee - Baht 220,000 / year
The members of the Audit Committee - Baht 180,000 / person / year
6.Unanimously approved to 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 Pricewaterhouse
Coopers ABAS Limited to carry out the work. The meeting also unanimously
approved the audit fees of the Company and its subsidiaries for the year
2007 totaling Baht 2,760,000.
7.Unanimously approved 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:
7.1 18,000,000 ordinary shares reserved for the exercise of option issued
to Lehman Brothers Group and/or on a private placement and
7.2 311,390 ordinary shares reserved for the exercise of warrants.
8.Unanimously approved the Company to amend Clause 4 of the Memorandum of
Association to be consistent with the details of the decrease of registered
capital 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)"
9.Unanimously ratified 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.
10.Unanimously approved the capital decrease by reducing a par value of
share from Baht 5 to Baht 3 resulting in the decrease of capital of the
Company from Baht 2,282,355,875 to Baht 1,369,413,525. 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 9. After the offsetting, the
Company will retain the share premium in the amount of Baht 69,174,340.
11.Unanimously approved the Company to amend Clause 4 of the Memorandum of
Association to be consistent with the details of the capital decrease by
reducing a par value of share 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)"
Please be informed accordingly.
Sincerely,
Sitti Leelakasamelerk
Director
Authorized to sign on behalf of the Company