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5.2 In the case where a director or employee of the Company or of the subsidiary(ies) has been discharged from the position of director or employee of the Company or of the subsidiary(ies) due to a wrongful act conducted by the said person prior to exercising the rights under the warrants, his/her warrants shall be immediately transferred back to the Board of Directors or to an intermediary as instructed by the Board for further allotment or transfer to another 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. 5.3 In the case where a director of the Company or of the subsidiary (ies) has retired due to the expiration of his term, or employee of the Company or of the subsidiary(ies) has retired, resulting in the status of 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, the said warrants shall belong to such directoror employee who has retired. 5.4 In the case where a director or employee of the Company or of the subsidiary(ies) dies or has disappeared or become disabled or incapacitated resulting in the status 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, the said warrants shall be transferred to his heir or person whom the director or employee who has died or has disappeared or become disabled or incapacitated has specified as the beneficiary according to the letter of appointment of beneficiary of the said director or employee. 5.5 In the case where allotment or transfer of the warrants from the director or employee stated in Clause 5.1 and 5.2 above to any other director, or to any employee which results in such transferred employee to own warrants exceeding 5 percent of the total number of units of warrants issued this time, the Company shall hold a meeting of shareholders to approval such allotment. 6. Assistance from the Company in Providing Financial Support to Directors and Employees - None - 7. Effect on Shareholders of this Issuance of Warrants to Directors and Employees of the Company and the Subsidiaries 7.1 Effect on existing shareholders due to reduction in shareholding proportion In the case where all of the units of warrants of the directors and employees are exercised, with calculation based on the current paid up capital: Number of paid up shares at present = 55,000,000 shares Number of shares resulting from the exercise = 2,750,000 shares Total Number of shares after the exercise = 57,750,000 shares Shareholding proportion of existing = 95.24 % shareholders after the exercise In the case where all of the units of warrants of the directors and employees as mentioned in agenda 4 above are exercised, when included with the exercise of conversion rights of convertible debentures in full and the issue of 36,000,000 (Thirty Six Million) new shares which the Company expects to sell in the near future: Number of paid up shares at present = 50,000,000 shares Number of shares resulting from the = 55,250,000 shares exercise/sale of new shares Total Number of shares after = 110,250,000 shares the exercise/sale of new shares Shareholding proportion of existing shareholders = 49.89 % after the exercise/sale of new shares 7.2 The number of units issued to the directors and employees shall not exceed 5 percent of the total number of shares sold. Number of paid up shares at present = 55,000,000 shares Number of shares reserved for the exercise = 2,750,000 shares of warrants this time Number of shares of this allotment = 5% compared to the total number of shares sold 7.3 Benefits allocated to the directors or employees shall not exceed 4 percent of the total market value prior to the offering of the securities (Po -Pe) x Qe accounts for 2.7778 percent of (Po x Qo) Whereas Po = the market price of the shares of Noble Development Public company Limited as of August 6, 1999 (Baht 13.50) Pe = the offer price of shares which can be subscribed through the exercise of right underthe warrants (Baht 6) Qe = the number of shares reserved for the exercise of the warrants this time (2,750,000 shares) Qo = the total number of issued shares of Noble Development Public Company Limited priorto the offering of the securities this time (55,000,000 shares) 7.4 Rights attached to ordinary shares issued pursuant to the exercise of rights under the warrants The rights attached to the ordinary shares issued pursuant to the exercise of right under the warrants by holders of the warrants shall rank equal to the ordinary shares of the Company issued earlier in every and all respects. The Board of Directors or person(s) assigned by the Board of Directors is empowered to consider and prescribe other terms relating to the issuance of the warrants including seeking approvals from the competent authorities and performing any other acts necessary and relating to the issuance of the warrants this time. Agenda 6. unanimously approved to allocate newly-issued 638,750,000 (Six Hundred Thirty Eight Million Seven Hundred Fifty Thousand) shares at a par value of Baht 10 (Baht Ten) each as follows: 1. 18,000,000 (Eighteen Million) newly-issued ordinary shares to by sold on a private placement basis to not exceeding 35 persons and/or 17 types of investors pursuant to the Notification of the Securities and Exchange Commission, Re: Rules, Conditions and Procedures Governing Request for and Approval of Offering of Newly Issued Shares dated May 18, 1992 at a price of Baht 6 (Baht Six) each; 2. 18,000,000 (Eighteen Million) newly-issued shares to support the exercise of option to purchase new ordinary shares granted to an investor in 1. above at a price of Baht 6 (Baht Six) each; 3. 16,500,000 (Sixteen Million Five Hundred Thousand) newly-issued ordinary shares to support the conversion of convertible debentures, the conversion price of which is at a ratio of Baht 1,000 (Baht One Thousand) of convertible debentures to 30 (Thirty) shares as approved by the meeting in agenda 4 above; 4. 2,750,000 (Two Million Seven Hundred Fifty Thousand) newly-issued ordinary shares to support the exercise of warrants under the issuance and offer of warrants to purchase new shares to the directors and employees of the Company and subsidiary(ies), the exercise price of which is Baht 6 (Baht Six), as approved by the meeting in agenda 5 above; 5. 583,500,000 (Five Hundred Eighty Three Million Five Hundred Thousand) newly-issued ordinary shares to be allocated as follows: 5.1 200,000,000 (Two Hundred Million) newly-issued ordinary shares to existing shareholders (right offering) at a price of not less than Baht 10 (Baht Ten) each; 5.2 200,000,000 (Two Hundred Million) newly-issued ordinary shares to the public (public offering) at a price of not less than Baht 10 (Baht Ten) each; 5.3 183,500,000 (One Hundred Eighty Three Million Five Hundred Thousand) newly-issued ordinary shares to be sold on a private placement basis to not exceeding 35 persons and/or 17 types of investors pursuant to the Notification of the Securities and Exchange Commission, Re: Rules, Conditions and Procedures Governing Request for and Approval of Offering of Newly Issued Shares dated May 18, 1992 at a price of not less than Baht 10 (Baht Ten) each. The shares to be sold under 5.1 above shall be completed within 22 days from the date of the shareholders meeting having passed a resolution to increase the capital at this time. In the case where the Company cannot issue new ordinary shares at a price of Baht 6 (Baht Six) each as mentioned in 1, 2 and 4 of this agenda due to any legal restrictions at the time of issue, the selling price will be Baht 10 (Baht Ten) each. The Board of Directors or any person(s) assigned by the Board shall be empowered to consider and prescribe other related terms and conditions such as the number of shares for each issuance, price, subscription period and payment for shares, ratio of existing shares to new shares (in case of right offering) etc., to negotiate, conclude and sign any related agreements or documents, including to perform any other acts necessary and relating to the newly-issued ordinary shares as well as listing newly-issued ordinary shares on the Stock Exchange of Thailand. Agenda 7. Unanimously approved to amend clause 4 of the Memorandum of Association to be as follows: "Clause 4 Registered capital 6,937,500,000 Baht (Baht Six Thousand Nine Hundred Thirty Seven Million Five Hundred Thousand) Divided into 693,750,000 Shares (Six Hundred Ninety Three Million Seven Hundred Fifty Thousand) Par value per share 10 Baht (Baht Ten) Divided into Ordinary shares 693,750,000 Shares (Six Hundred Ninety Three Million Seven Hundred Fifty Thousand) Preferred shares - Shares " Agenda 8. unanimously approved to increase the number of directors from 8 persons to 9 persons, and to appoint one additional director for whom the Chairman of the Board shall have the power to consider, specify and propose to the shareholders meeting such name of the person to be director for approval. Agenda 9. unanimously approved to close the register of shareholders on August 25, 1999 from 12.00 hrs. unit the extraordinary meeting of shareholders No.1/2542 is ended. The extraordinary meeting of shareholders No. 1/2542 will be held on September 14, 1999 at 10.00 hrs. at the Company's meeting room, No. 806/1-3 Soi Sukhumvit 55, Bangkok, to certify and/or approve the following matters: Agenda 1. Consider certifying the Minutes of the Annual General Meeting of Shareholders Agenda 2. Consider approval of increase of the registered capital of the Company Agenda 3. Consider approval of issuance and offer of convertible debentures Agenda 4. Consider approval of issuance and offer of warrants to purchase the increased shares of the Company to the directors and employees of the Company and its subsidiary(ies) Agenda 5. Consider approval of allotment of the increased shares Agenda 6. Consider approval of amendment to Clause 4 of the Memorandum of Association Agenda 7. Consider approval of amendment of the number of directors and appointment of additional directors Agenda 8. Other (if any) Please be informed accordingly. Yours Sincerely ***