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September 14, 1999 Re: Report on the Extraordinary Shareholders' Meeting No. 1/1999 To: President The Stock Exchange of Thailand Noble Development Public Company Limited would like to inform you that the Extraordinary Shareholders' Meeting No. 1/1999 held on September 14, 1999 from 10.25 a.m. to 11.30 a.m. resolved as follows: Agenda 1. Unanimously certified minutes of the 1999 Annual General Meeting of Shareholders. 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 approved, excluding the votes of shareholders who have special interests, 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 month (one month) 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 : Not more than 1 month (one month) from the date of of Conversion issuance of the convertible debentures Shares Reserved : Not exceeding 16,500,000 shares (Sixteen Million for Conversion Five Hundred Thousand shares) 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 shares (Two Million Seven Hundred Fifty Thousand shares) together with newly-issued ordinary shares of 36,000,000 shares (Thirty Six Million shares) to be sold on a private placement basis which the Company expects 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. There is a condition that the Company shall allot the convertible debentures within 3 months (three months) from the date the meeting of shareholders having a resolution this time. The president of the Company or any person(s) designated by him 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 4. Unanimously approved, excluding the vote of shareholders who have special interest,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) (subsidiary means any company in which not less than 99 percent of its total number of paid-up shares is held by the Company) 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 units (Two Million Seven Hundred Fifty Thousand units) 1.3 Par Value per Unit : Baht 0 (Baht Zero) 1.4 Offered Price per Unit : Baht 0 (Baht 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 years from the date of approval from the Office of the Securities and Exchange Commission 1.7 Term of Warrants : 5 years from the date of issuance as specified in the warrant certificate 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 Reserved : 2,750,000 shares (Two Million Seven for the Exercise of Right Hundred Fifty Thousand shares) 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 units (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 of the Company. 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 of the Company 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 of the Company 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 of the Company resolves to approve the allotment as it deems appropriate. 3.2 Must be directors and employees who have made a contribution to the Company or 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 of the Company. 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 hrs. to 16.00 hrs. on any business day of the Company in each month as will be prescribed by the Board of Directors of the Company throughout the exercise period ("Exercise Date"). The Board of Directors of the Company shall notify the holders of warrants in writing at the time of delivery of warrants to such persons. 5. Commitment 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 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/or employee 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 of the Company or to the intermediary as instructed by the Board of Directors of the Company 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 of the Company deems appropriate. The transferring director and/or employee shall not demand any compensation whatsoever. 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 of the Company or to an intermediary as instructed by the Board of Directors of the Company 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 of the Company deems appropriate. The transferring director and/or employee shall not demand any compensation whatsoever. (More)