ข่าวแจ้งตลาดหลักทรัพย์ฯ

September 8, 2000 Re: Report on the Board of Directors Meeting's Resolutions 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. 7/2000 held on September 8, 2000, from 10.30 a.m. to 11.45 a.m. resolved as follows: Agenda1 unanimously certified the minutes of the Board of Directors Meetings No. 6/2000 and 6.1/2000 Agenda2 unanimously approved to issue and offer newly-issued ordinary shares of 232,883 shares (Two Hundred and Thirty Two Thousand Eight Hundred and Eighty Three Shares) to Global Thai Finance and Securities Limited. The aforesaid shares are offered on a private placement basis in accordance with the Notification of the Securities and Exchange Commission Re: Rules, Conditions and Procedures for Application for Approval to Offer Newly-Issued Shares dated May 18, 1992, at Baht Ten (10) per share. Such offer for sale is in accordance with the resolution of the Extraordinary Meeting of Shareholders No.1/1999 held on September 14, 1999, Agenda 5, Clause 5.3, unanimously approving the allocation of 183,500,000 (One Hundred and Eighty Three Million and Five Thousand) newly-issued shares on a private placement basis to not exceeding 35 persons and/or 17 types of investors in accordance with the Notification of the Securities and Exchange Commission Re: Rules, Conditions and Procedures for Application for Approval to Offer Newly-Issued Shares dated May 18, 1992. The outstanding number of newly-issued shares prior to this offer is 177,893,487 (One Hundred and Seventy Seven Million Eight Hundred and Ninety Three Thousand Four Hundred and Eighty Seven) shares. In addition, the Board of Director unanimously approved to authorize Mr. Kitti Thanakitamnuay to consider and prescribe other related terms and conditions, such as subscription period and payment for shares, to negotiate, conclude and sign related agreements or documents, including to perform any others acts necessary and related to the newly-issued ordinary shares to such investors as well as listing newly-issued shares on the Stock Exchange of Thailand. Agenda3 unanimously approved to authorize the Company to issue and offer warrants to purchase newly-issued ordinary shares to the existing shareholders with the preliminary details as follows: Preliminary Details for Warrants Type :Warrants to purchase ordinary shares of the Company, in name certificate Number of Units :200,000,000 units (Two Hundred Million units) Offered Price per Unit :Baht 0 (Zero) Allotment Method :To existing shareholders of the Company (right offering) who subscribe for newly-issued shares in proportion to theirshareholdings, details of which will be further explained in Agenda 4 below, at a ratio of 1 newly-issued ordinary share to 1 unit of warrant. The allotment of warrants shall be made after the Company is granted approval from the relevant authorities. Period of the Plan :5 (Five) years from the date of warrants Exercise Ratio :1 unit of warrant : 1 ordinary share Exercise Price per Unit :Not less than Baht 6 (Baht Six), provided that in the case where there is any legal restriction that does not allow the exercise on that price, the exercise price will be Baht 10 (Baht Ten) per share Number of Shares :200,000,000 units (Two Hundred Million units) Reserved for the Exercise of Right The Board of Directors or person (s) assigned by the Board of Directors is empowered to consider and prescribe other terms related to the issuance of the warrants including seeking approvals from the competent authorities and performing any other acts necessary and related to the issuance of the warrants this time. Agenda4 Unanimously approved to change the resolutions of the meeting of shareholders in relation to the allocation of shares as follows: 1.Resolutions of the Extraordinary Meeting of Shareholders No. 1/1999 held on September 14, 1999, Agenda 5, Clause 3 unanimously approved the allocation of 16,500,000 (Sixteen Million and Five Hundred Thousand) newly-issued shares reserved for the conversion of convertible debentures.The convertible debentures' term was expired. The remaining shares reserved for the conversion of convertible debentures are 3,750,000 (Three Million Seventy Five Thousand) shares. 2.Resolutions of the Extraordinary Meeting of Shareholders No. 1/1999 held on September 14,1999 Agenda 5, Clause 5.3 unanimously approving the allocation of 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 for Application for Approval to Offer Newly Issued Shares dated May 18, 1992, at a price of not less than Baht 10 (Baht Ten) each. The shares of such portion have been issued and sold in the amount of 5,839,396 (Five Million Eight Hundred and Thirty Nine Thousand Three Hundred and Ninety Six) shares. At the present, the remaining shares of this portion of is 177,660,604 (One Hundred Seventy Seven Million Six Hundred and Sixty Thousand Six Hundred and Four) shares; and 3.Resolutions of the Extraordinary Shareholders Meeting No.1/2000 held on March 23, 2000, Agenda 3, Clauses 2 and 3 unanimously approved the allocation of 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 and 175,000,000 (one hundred seventy five million) newly-issued ordinary shares through a public offering at a price of not less than Baht 10 (Baht Ten), respectively. By reallocating the newly-issued ordinary shares as follows: 1.200,000,000 (Two Hundred Million) newly-issued ordinary shares to existing shareholders (Right Offering) at the ratio that 1 existing share is entitled to 2 newly-issued shares. The subscription price shall be further prescribed by a meeting of shareholders. The existing shareholder who subscribes for 1 newly-issued share shall receive 1 unit of warrant as mentioned above in Agenda 3. Any unsubscribed newly-issued shares remaining from such allotment to the existing shareholders shall be offered to the shareholders who want to subscribe for shares in excess of their entitlement at the same offering price 2.200,000,000 (Two Hundred Million) newly-issued shares shall be reserved for the exercise of warrants to purchase shares in accordance with Agenda 3 above. 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, details of allotment method to existing shareholders, issuance period of warrant, etc., to negotiate, conclude and sign any related agreements or documents, including to perform any other acts necessary and related to the newly-issued ordinary shares as well as listing newly-issued ordinary shares on the Stock Exchange of Thailand. The Board of Director further unanimously resolved to reduce the remaining newly-issued shares, after reallocation, which have not been issued in the amount of 127,660,604 (One Hundred and Twenty Seven Million Six Hundred and Sixty Thousand Six Hundred and Four) shares, including the remaining shares reserved for the conversion of convertible debentures in the amount of 3,750,000 (Three Million and Seven Hundred and Fifty Thousand) shares, totaling 131,410,640 (One Hundred and Thirty One Million Four Hundred and Ten Thousand Six Hundred and Forty) shares. Agenda5 Unanimously approved the reduction of the registered capital of the Company from Baht 6,937,500,000 (Baht Six Billion Nine Hundred and Thirty Seven Million and Five Thousand) to Baht 5,623,393,960 (Baht Five Billion Six Hundred and Twenty Three Million Three Hundred and Ninety Three Thousand and Nine Hundred and Sixty) by canceling 131,410,604 shares (One Hundred and Thirty One Million Four Hundred and Ten Thousand Six Hundred and Four) of authorized but unissued. Agenda6 Unanimously approved to amend clause 4 of the Memorandum of Association to be as follows: "Clause 4 Registered capital 5,623,393,960 Baht (Baht Five Billion Six Hundred and Twenty Three Million Three Hundred and Ninety Three Thousand and Nine Hundred and Sixty) Divided into 562,339,396 Shares (Five Hundred and Sixty Two Million Three Hundred and Thirty Nine Thousand Three Hundred and Ninety Six shares) Par value pershare 10 Baht (Baht Ten) Divided into - Ordinary shares 562,339,396 Shares (Five Hundred and Sixty Two Million Three Hundred and Thirty Nine Thousand Three Hundred and Niney Six shares) - Preferred shares - Shares (Zero)" Agenda7 unanimously approved to close the register of shareholders on September 26,2000 from 12.00 hrs. until the Extraordinary Meeting of Shareholders No. 2/2000 is ended. The Extraordinary Meeting of Shareholders No. 2/2000 will be held on October 16, 2000, at 10.00 hrs. at the Company's meeting room, No. 8th 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 2000 Annual General Meeting of Shareholders Agenda 2 Consider approval of issuance and offer of warrants to purchase newly- issued shares Agenda 3 Consider approval of the amendment to the resolutions of the Extraordinary Meetings of Shareholders Nos.1/1999 and 1/2000 in connection with the allocation of newly-issued ordinary shares Agenda 4 Consider approval of the reduction of the registered capital Agenda 5 Consider approval of amendment to Clause 4 of the Memorandum of Association Agenda 6 Other (if any) Please be informed accordingly. Yours Sincerely, (Mr. Thongchai Busrapan) Director