ข่าวแจ้งตลาดหลักทรัพย์ฯ

February 16, 2000 To: President The Stock Exchange of Thailand Re: Report on Resolutions of the Board of Directors Meeting No. 2/2000 Noble Development Public Company Limited (the Company) would like to inform you that The Board of Directors Meeting No.2/2000 held on February 16, 2000 from 10.00 am. to 11.30 am. passed resolutions as follows: Agenda 1 Unanimously certified minutes of the Board of Directors Meeting No.1/2000 held on January 17,2000 Agenda 2 Unanimously approved to authorize the Company to issue convertible debentures.Preliminary terms of convertible debentures are as follows: 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 Unit :Baht 1,000 (Baht One Thousand) Maturity :Not exceeding 5 (five) years from the date of issuance of convertible debentures 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 Price :Not less than Baht 15 (Baht Fifteen) per 1 (One) ordinary share Termination Date :Not exceeding 5 (Five) years from the date of of Conversion issuance of the convertible debentures Shares Reserved :Not exceeding 50,000,000 (Fifty Million) shares for Conversion Effect to :In the case that every right to convert Shareholders Convertible 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 Rights to Object to for the conversion of convertible debentures the Issuance of (including all reserved shares) number in Convertible excess of 30% but do not exceed 100% of the debentures 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 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. Agenda 3 Unanimously approved to change the resolution regarding the allocation of 400,000,000 (Four Hundred Million) of newly-issue ordinary shares which the Extraordinary Shareholders' Meeting No. 1/1999 held on September 14,1999 have unanimously approved, in agenda 5 clause 5.1 and 5.2,to allocate 200,000,000 (Two Hundred Million) shares to existing shareholders (right offering) at a price not less than Baht 10 (Baht Ten) and to allocate 200,000,000 (Two Hundred Million) shares to public (public offering) at a price not less than Baht 10 (Baht Ten), by reallocating as follows: 1. 50,000,000 (Fifty Million) newly-issued ordinary shares to reserve for the conversion of convertible debentures, the conversion price of which is not less than Baht 15 (Baht Fifteen) per 1 (One) ordinary share, as approved by the meeting in agenda 2 above; 2. 175,000,000 (One Hundred Seventy Five Million) newly-issued ordinary shares to existing shareholders (Right Offering) at a price of not less than Baht 10 (Baht Ten) each.; 3. 175,000,000 (One Hundred Seventy Five Million) newly-issued ordinary shares to the public (Public Offering) at a price of not less than Baht 10 (Baht Ten) each. The Board of Directors of the Company or any person(s) assigned by it shall be empowered to consider and prescribe other related terms and conditions such as the number of ordinary shares for each issuance, price, subscription period, payment for shares, ratio of existing shares to new shares (in the case of right offering) etc.,to negotiate,conclude,and sign related documents and agreements, including taking any actions necessary and appropriate regarding the newly-issued ordinary shares, which includes listing newly-issued ordinary shares on the Stock Exchange of Thailand. Agenda 4 Unanimously approved to close the register of Shareholders on March 2,2000 from 12.00 am.until the Extraordinary Meeting of Shareholders No. 1/2000 is ended.The Extraordinary Meeting of Shareholders No. 1/2000 will 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 10400, to certify and/or approve the following matters: Agenda 1. Consider certifying the Minutes of the Extraordinary Meeting of Shareholders No.1/1999 Agenda 2. Consider approval issuance and offer of Convertible debentures Agenda 3. Consider approval of change of the resolution of the Extraordinary Meeting of Shareholders No 1/1999, regarding the allocation of newly-issued ordinary shares and consider approval of allocation of newly-issue shares to support the conversion of convertible debentures. Agenda 4. Others (if any) Please be informed accordingly. Sincerely, (Thongchai Busrapan) Director