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August 10, 1999 Re: Report on the Board of Directors Meeting To: President The Stock Exchange of Thailand Noble Development Public Company Limited (the "Company") would like to inform you that the Board of Directors meeting No. 3/2542 held on August 9, 1999 from 14.30 p.m. to 17.00 p.m. resolved as follows: Agenda 1. unanimously certified minutes of the executive Board of Directors meetings No. 2/2542, 2.1/2542 and 2.2/2542. Agenda 2. unanimously approved to increase the Company's registered capital from Baht 550,000,000 (Baht Five Hundred Fifty Million) to Baht 6,937,500,000 (Baht Six Thousand Nine Hundred Thirty Seven Million Five Hundred Thousand) by issuing 638,750,000 (Six Hundred Thirty Eight Million Seven Hundred Fifty Thousand) new ordinary shares at a par value of Baht 10 (Baht Ten) each, totalling Baht 6,387,500,000 (Baht Six Thousand Three Hundred Eighty Seven Million Five Hundred Thousand). Agenda 3. unanimously ratified entering into the Memorandum of Understanding for the plans for debt restructuring, capital increase and financial support between the Company and Lehman Brothers Holdings Inc. whereby the material contents of the Memorandum of Understanding held that when the Company completes the debt restructuring or undergoes the debt restructuring to an extent satisfactory to Lehman Brothers Holdings Inc., the Company will propose to the Board of Directors and the meeting of shareholders of the Company to consider and approve to issue the following securities to Lehman Brothers Holdings Inc. or any person specified by Lehman Brothers Holdings Inc. which shall be its subsidiary(ies) or any person(s) related to Lehman Brothers Holdings Inc., either directly or indirectly, in terms of capital or management: 3.1 newly-issued ordinary shares in the amount of 18,000,000 (Eighteen Million) shares at a par value of Baht 10 (Baht Ten) each, to be sold at Baht 6 (Baht Six) per share; 3.2 newly-issued ordinary shares in the amount of 18,000,000 (Eighteen Million) shares at a par value of Baht 10 (Baht Ten) each, to support the exercise of option to purchase the Company's new shares and to be sold at Baht 6 (Baht Six) per share, provided that Lehman Brothers Holdings Inc. or any person(s) designated by Lehman Brothers Holdings Inc. as mentioned above must exercise its option within 5 (Five) years from the date the Company completes the issuance of new ordinary shares pursuant to 1. above. In the case where the Company cannot issue new shares at a price mentioned in 1. and 2. above due to any legal restrictions at the time of issue, the price for those shares to be sold will be Baht 10 (Baht Ten) each. Agenda 4. unanimously approved to authorize the Company to issue convertible debentures in exchange for outstanding debentures worth Baht 500,000,000 (Baht Five Hundred Million) issued and offered for sale on a private placement basis to 17 qualified investors pursuant to the notification of the Securities and Exchange Commission, and for obligations that the Company had with financial creditors. Preliminary terms of convertible debentures are as follows: 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 typesof investors according to the Notification of the Securities and Exchange Commission Re: Rules,Conditions and Procedures for Applying forPermission 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 perannum Conversion Price :Baht 1,000 (Baht One Thousand) per 30 (Thirty) ordinary shares Conversion Period :For the life of the convertible debentures Termination Date :Not more than 1 (One) year from the date of issuance of the convertible ofConversion debentures Shares Reserved :Not exceeding 16,500,000 (Sixteen Million Five Hundred Thousand) shares for Conversion Effect to :In the case that every right to convert convertible debentures Shareholders 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 which the Chairman will propose to the meeting in agenda 5 and 6 below are included for calculation,voting rights of existing shareholders will decrease by 50 percent As for effects on dividends and profit pershare,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 for the the Issuance of exercise of warrants and conversion of convertible debentures at Convertible Debentures other times numberin excess of 30% but do 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 numberof 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. Agenda 5. unanimously approved to authorize the Company to issue and offer warrants to purchase newly-issued shares to the directors and employees of the Company and its subsidiary(ies) with the preliminary details as follows: Preliminary Details for the Plan of Issuance of Warrants 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 World Time 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 Thousand) shares Reserved for the 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 World Time 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 subsidiar(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 theirrights 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. 5. Committment Between the Company and Directors and Employees of the Company and Subsidiary(ies) in Allotting the Warrants 5.1 In the case where a director of the Company or its subsidiary (ies) has resigned from his office prior to the expiration of his term, or employee of the Company or of the subsidiary(ies) has resigned from employee, without fault on their side as specified in 5.2 below, resulting in the status of 7 director or employee of such director or employee being terminated as director or employee of the Company or of the subsidiary(ies) prior to exercising the rights under the warrants, such director and/oremployee shall be able to exercise the right to purchase ordinary shares of the Company one more time within the next Exercise Date after the said director and/or employee has resigned from position of director and/or employee. If there are any warrants remaining after the exercise at such time, the warrants shall be immediately returned to the Board of Directors or to the intermediary as instructed by the Board in order to re allot or retransfer it to other director and/or employee of the Company and/or of the subsidiary(ies) as the Board of Directors deems appropriate. The transferring director and/or employee shall not demand any compensation whatsoever. (More)