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Capital Increase Report Form Noble Development Public Company Limited August 10, 1999 We, Nobel Development Public Company Limited hereby report of the resolution of the Board of Directors No.3/2542 held on August 9, 1999 from 14.30 p.m. to 17.00 p.m. in respect of a capital increase/share allotment as follows: 1. Capital increase: The meeting of the Board of Directors passed a resolution approving the increase of the registered capital of the Company from Baht 550,000,000 to Baht 6,937,500,000 by means of the issuance of 638,750,000 ordinary shares with a par value of Baht 10 each, totalling Baht 6,387,500,000 million. 2. Allotment of new shares: The meeting of the Board of Directors passed a resolution approving the allotment of 638,750,000 ordinary shares with par value of 10 Baht each, totalling Baht 6,387,500,000 , the details of which are as follows: 2.1 Details Allotment Allotted to Number Ratio Sale price Subscription and Note (shares) (old:new) per share payment period /Exercise price (Baht) Existing shareholders 200,000,000 To be Not less than To be specified by the - specified by Baht 10 Board of Directors the Board of Directors General public 200,000,000 - Not less than To be specified by the - Baht 10 Board of Directors Specific investors not 18,000,000 - Baht 6 To be specified by the 1 exceeding 35 persons or Board of Directors 17 types of investors pursuant to notification of the Securities and Exchange Commission Specific investors not 18,000,000 - Baht 6 To be specified by the 1 exceeding 35 persons or Board of Directors 17 types of investors pursuant to notification of the Securities and Exchange Commission as a reserve for the exercise of option to purchase new shares Specific investors not 183,500,000 - Not less than To be specified by the - exceeding 35 persons or Baht 10 Board of Directors 17 types of investors pursuant to notification of the Securities and Exchange Commission For supporting the 16,500,000 - Baht 1,000 of - 2 conversion of convertible convertible debentures debentures to 30 ordinary shares For supporting the 2,750,000 - Baht 6 - 1and3 exercise of warrants issued to directors and employees of the Company and subsidiary(ies) Note 1 In the case where the Company cannot issue and sell new ordinary shares at a price of Baht 6 (Baht Six) each due to any legal restrictions at the time of issue, the price to be sold would be Baht 10 (Baht Ten) per share. Note 2 Preliminary details of convertible debentures Type : Unsecured convertible debentures with name certificate with the right to convert into ordinary shares of the Company Issue Size : Not exceeding Baht 550,000,000 (Baht Five Hundred Fifty Million) Amount of Units : Not exceeding 550,000 (Five Hundred Fifty Thousand) units Maturity : Not exceeding 1 (One) year from the issuing date of convertible debentures Allotment Method : Allotment which is a sale on a private placement basis to debenture creditors and financial creditors numbering no more than 35 persons and/or 17 types of investors according to the Notification of the Securities and Exchange Commission Re: Rules, Conditions and Procedures for Applying for Permission to Offer Newly- Issued Convertible Debentures and New Shares in Support to Accommodate Convertible Debentures and Permission dated October 30, 1992 Par Value Per Unit : Baht 1,000 (Baht One Thousand) Interest Rate : 0 (Zero) percent per annum Conversion Price : Baht 1,000 (Baht One Thousand) per 30 (Thirty) ordinary shares Conversion Period : For the life of the convertible debentures Termination Date of : Not more than 1 (One) year from the date of issuance of the Conversion convertible debentures Shares Reserved for : Not exceeding 16,500,000 (Sixteen Million Five Hundred Thousand) shares Conversion Effect to : In the case that every right to convert convertible Shareholders debentures is exercised, voting rights of existing shareholders will decrease by 23 percent. In the case where warrants issued to directors and employees of the Company and its subsidiary(ies) which are exercised in full in the amount of 2,750,000 (Two Million Seven Hundred Fifty Thousand) shares together with newly-issued ordinary shares of 36,000,000 (Thirty Six Million) shares to be sold on a private placement basis in which the Company expects them to be issued for sale in the near future are included for calculation, voting rights of existing shareholders will decrease by 50 percent As for effects on dividends and profit per share, effects are expected only in the beginning phases. If the Company can operate up to target, profit per share of the Company should increase to compensate shareholders in the long term Shareholders' Rights : As the ordinary shares issued to support the conversion of to Object to the convertible debentures when included with shares reserved Issuance of for the exercise of warrants and conversion of convertible Convertible debentures at other times number in excess of 30% but do Debentures not exceed 100% of the total number of issued shares of the Company, therefore, 25 or more shareholders, aggregately holding 10 percent or more of the total number of issued shares of the Company, may veto the issuance of convertible debentures accommodated by the said amount of ordinary shares The Board of Directors or any person(s) designated by it will be authorized to specify other details and conditions of the convertible debentures, for example, the amount of convertible debentures to be offered to each investor, maturity, conversion period, termination date of conversion, or causes for issuing newly-issued ordinary shares to accommodate the conversion rights, etc., to negotiate, conclude, and sign related documents and agreements, including taking any actions necessary and appropriate regarding the convertible debentures, which includes listing ordinary shares derived from the conversion as listed shares with the Stock Exchange of Thailand. Note 3 Preliminary details of warrants to purchase new ordinary shares to directors and employees of the Company and its subsidiary(ies) 1.Details of Warrants 1.1 Type : Warrants to purchase ordinary shares of the Company, in name certificate which are non- transferable, except as pursuant to the conditions set forth in clause 5 herebelow 1.2 Number of Units : 2,750,000 (Two Million Seven Hundred Fifty Thousand) units 1.3 Par Value per Unit : Baht 0 (Zero) 1.4 Offered Price per Unit : Baht 0 (Zero) 1.5 Allotment Method : On a private placement basis to directors and employees of the Company and its subsidiary(ies), including to WorldTime Holding Company Limited, the Company's subsidiary, as an intermediary, details of which will be further explained in clause 2 below 1.6 Period of the Plan : 5 (Five) years from the date of approval from the Office of the Securities and Exchange Commission 1.7 Term of Warrants : 5 (Five) years from the date of issuance as specified in the warrants 1.8 Exercise Ratio : 1 unit of warrant : 1 ordinary share 1.9 Exercise Price per Unit: Baht 6 (Baht Six), provided that in the case where there is any legal restriction that does not allow exercise on that price, the exercise price will be Baht 10 (Baht Ten) per share 1.10 Number of Shares : 2,750,000 (Two Million Seven Hundred Fifty Reserved for the Thousand) shares Exercise of Right 1.11 Secondary Market : The Company will not list the warrants on the Stock Exchange of Thailand 2 Method for Allotment of Warrants The Company shall allocate 2,750,000 (Two Million Seven Hundred Fifty Thousand) units of warrants directly to the directors and employees of the Company and its subsidiary(ies) and/or to WorldTime Holding Company Limited, the Company's subsidiary, as intermediary in order to transfer those warrants to directors and employees of the Company and its subsidiary(ies) as specified by the Board of Directors. Provided that the allotment and/or transfer of warrants to directors and/or employees shall not exceed 35 persons within any 12 month period based on the following conditions: 2.1 The Board of Directors will consider specifying the names of directors and employees of the Company and its subsidiary(ies) who are entitled to be allotted the warrants, and the number of units of warrants to be allotted to each of the entitled directors and employees of the Company and its subsidiary(ies). 2.2 The Board of Directors shall submit the names of the directors of the Company and/or of the subsidiary(ies) who are allotted and number of warrants allotted to such directors, and the names of the employees of the Company and/or its subsidiary(ies) and the number of warrants to be allotted to each of them who will be allotted the warrants of more than 5 percent of the total number of warrants issued, to the meeting of shareholders of the Company for approval from time to time prior to the allotment of the warrants. 3.Qualifications of Directors and Employees who are Entitled to Receive the Warrants 3.1 Must be directors and employees of the Company or its subsidiary(ies) on the date on which the Board of Directors resolves to approve the allotment as it deems appropriate. 3.2 Must be directors and employees who have made a contribution to the Company and its subsidiary(ies) (as the case may be). 3.3 The number of warrants to be allotted to each of the directors and/or employees of the Company and/or its subsidiary(ies) does not necessarily have to be in the same amount. This depends upon the experience, period of employment, contribution to the Company and its subsidiary(ies) (as the case may be) and responsibilities of each as prescribed by the Board of Directors. 4.Terms, Conditions and Procedures for Exercise of Rights 4.1 Exercise Period Holders of warrants may exercise their rights on any Exercise Date (as defined in clause 4.3 below) during the term of the warrants ("Exercise Period") 4.2 Exercise of Right to Purchase Ordinary Shares In the exercise of right to purchase ordinary shares of the Company each time, holders of the warrants may exercise their rights to purchase ordinary shares in whole or in part; however, each exercise of right must be equal to the board lot of shares traded on the main board on the Stock Exchange of Thailand, except for the last exercise. 4.3 Exercise Date Holders of warrants may exercise their rights to purchase ordinary shares from 9.00 a.m. to 16.00 hrs. on any business day of the Company in each month as will be prescribed by the Board of Directors ("Exercise Date") throughout the terms of warrants. The Board of Directors shall notify the holders of warrants in writing at the time of delivery of warrants to such persons. (More)