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Capital Increase Report Form Noble Development Public Company Limited February 16, 2000 We, Noble Development Public Company Limited hereby report of the resolution of the Board of Directors No.2/2000 held on February 16, 2000 from 10.00 am. to 11.30 am. in respect of a capital increase/share allotment as follows: 1. Capital increase: -None- 2. Allotment of new shares: The meeting of the Board of Directors passed a resolution approving to change the resolution regarding the allocation of 400,000,000 (Four Hundred Million) of newly-issue ordinary shares which the Extraordinary Shareholder's Meeting No. 1/1999 held on September 14, 1999 have unanimously approved, in agenda 5 clause 5.1 and 5.2, by reallocating as follows: Allotted Number Ratio Sale price Subscription Note to (shares) (old:new) per share and payment /Exercise period price (Baht) Existing 175,000,000 To be Not less To be specified - shareholders specified than by the Board of by the Baht 10 Directors Board of Directors General 175,000,000 - Not less To be specified - public than by the Board of Baht 10 Directors For supporting 50,000,000 - Not less - 1 the conversion than of convertible Baht 15 debentures Note 1 Preliminary details of convertible debentures Type : Convertible debentures with name certificate with the right to convert into ordinary shares of the Company Classification : Secured and/or unsecured convertible debentures Issue Size : Not exceeding Baht 750,000,000 (Baht Seven Hundred Fifty Million) Amount of Units : Not exceeding 750,000 (Seven Hundred Fifty Thousand) units Par Value Per : Baht 1,000 (Baht One Thousand) Unit Maturity : Not exceeding 5 (five) years from the date of issuance of convertible debentures Allotment Allotment Method: Allotment which is a sale on a private placement to specific investors numbering no more than 35 persons and/or investors who are fall into the institutional investors according to the Notification of the Board 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 and/or non-resident investors according to the Notification of the Board of the Securities and Exchange Commission Re: Rules, Conditions and Procedures for Applying for Permission and Permission to Offer Newly-Issued Debentures to non-resident investors dated December 25,1998 Interest Rate : Not exceeding the average of Minimum Lending Rate (MLR) per annum quoted by four Thai commercial banks which are Bangkok Bank Public Company Limited, Krung Thai Bank Public Company Limited, Thai Farmer Bank Public Company Limited and Siam Commercial Bank Public Company Limited Conversion : Not less than Baht 15 (Baht Fifteen) per 1 (One) ordinary Price share Termination : Not exceeding 5 (Five) years from the date of issuance of Date of the convertible debentures Conversion Shares : Not exceeding 50,000,000 (Fifty Million) shares Reserved for Conversion Effect to : In the case that every right to convert Convertible Shareholders debentures is exercised, voting rights of Existing Shareholders will decrease by 35 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' : As the ordinary shares issued to reserve for the conversion Rights to of convertible debentures (including all reserved shares) Object to the number in excess of 30% but do not exceed 100% of the Issuance of total number of issued shares of the Company, therefore, Convertible 25 or more shareholders, aggregately holding 10 percent or debentures 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 of the Company or any person(s) assigned by it will be authorized to specify other details and conditions of the convertible debentures, for example, collateral for repayment with respect to convertible debentures and appointment of convertible debentureholders' representative (in case of secured convertible debentures), the amount of convertible debentures to be offered to each investor and/or each time (in case of issuance more than one time), 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. 3. Schedule for shareholders meeting to approve the capital increase/allotment The extraordinary meeting of shareholders No.1/2000 is scheduled to be held on March 23, 2000 at 10.00 am. at the Company's meeting room, 9th Floor, Noble House Phayathai Building, 35 Phayathai Road, Rajchathewi, Bangkok. The share register will be closed for share transfer in order to determine the right to attend this meeting from March 2, 2000 at 12.00 o'clock, until the meeting is ended. 4. Approval of the capital increase/share allotment by relevant governmental agency and conditions thereto (if any) - None - 5. Objectives of the capital increase and plans for utilizing proceeds received from the capital increase To be used for assets acquisition and to expand the business of approximately Baht 4,250,000,000 6. Benefits which the Company will receive from the capital increase/share allotment: The Company can use the fund raising to support the expansion of the business in the future. 7. Benefits which the shareholders will receive from the capital increase/share allotment: 7.1 Dividend policy - The Company will pay dividend at the rate of not less than 40 percent each year. 7.2 Subscribers of new shares issued for this capital increase will be entitled to receive dividends from the Company's business operations starting from the fiscal year that the shares are subscribed. 7.3 Others - None- 8. Other details necessary for shareholders to approve the capital increase/share allotment: -None- 9. Schedule of action where the board of directors of the Company passes a resolution approving the capital increase or allotment of new shares: March 2, 2000 Close the register of shareholders for the right to attend the extraordinary meeting of shareholders No. 1/2000 March 23, 2000 Extraordinary meeting of shareholders No. 1/2000 to consider and approve, among other things, the issue of new shares and allotment thereof The Company hereby certifies that the information contained in this report form is true and complete in all respects. Signed_____________________Managing Director (Thongchai Busarapan)