ข่าวแจ้งตลาดหลักทรัพย์ฯ

Share Allotment Report Form Noble Development Public Company Limited October 16, 2000 We, Noble Development Public Company Limited hereby report of the resolution of the Extraordinary Meeting of Shareholders No. 2/2000, held on October 16, 2000 from 10.00 a.m. to 11.30 a.m. in respect to the share allotment as follows: 1. Capital increase: -None- 2. Allotment of new shares: To amend the resolutions of the Extraordinary Meeting of Shareholders No. 1/1999 and No. 1/2000 in connection with the allocation of newly-issued shares as follows: 1. Resolutions of the Extraordinary Shareholders Meeting 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 has expired. The remaining shares reserved for the conversion of convertible debentures are 3,750,000 (Three Million Seventy and Five Thousand) shares. 2. Resolutions of the Extraordinary Shareholders Meeting No. 1/999 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 basic, 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 (Ten Baht) each. The shares of such portion have been allocated or issued in the amount of 5,839,396 (Five Million Eight Hundred Thirty Nine Thousand Three Hundred and Ninety Six) shares. At present, the remaining shares of this portion are 177,660,604 (One Hundred Seventy Seven Million Six Hundred 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 (Ten Baht) 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 (Ten Baht ), respectively. The Extraordinary Meeting of Shareholders No. 2/2000 unanimously resolved to re- allocation of newly-issued shares as follows: 2.1 The details of the allotment Allotted to Number Ratio Sale price per Subscription Note (shares) (old:new) share/unit(Baht) and payment period Existing 200,000,000 1:2 1.50 To be further - shareholders determined by the Board of Directors General public - - - - - Other persons - - - - - (specify) For supporting 200,000,000 A shareholder -0- - 1 the conversion who subscribe of warrants to for 1 new purchase share shall ordinary shares receive 1 warrant. Note 1 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 their shareholdings, the existing shareholders who subscribe for 1 newly-issued share shall receive 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 : Baht 6 (Six Baht), provided that in the case Unit where there is any legal restriction that does not allow the exercise on that price, the exercise price will be Baht 10 (Ten Baht) per share. Number of shares : 200,000,000 units (Two Hundred Million units) Reserved for the Exercise of Right Secondary market : The Company will apply for listing such warrants as listed securities on the Stock Exchange of Thailand Additionally, in the event that the average price of the ordinary shares of the Company which are traded on the Stock Exchange of Thailand reaches Baht 8 (Eight Baht), holders of the warrants to purchase ordinary shares will be entitled to exercise the right under the warrants only for one time, provided that the period for delivering the intention to exercise the said warrants for the last time will be in accordance with the period specified in the relevant notifications of the Securities and Exchange Commission with respect to the delivery of intention to exercise the warrants for the last time. After the said final exercise date, the warrants to purchase ordinary shares will then expire. In this regard, the calculation of the average price of the ordinary shares of the Company will be based on the closing price of the ordinary shares of the Company which are traded on the Stock Exchange of Thailand at the end of daily trading period of any 15 (Fifteen) consecutive business day period. The Board of Directors or person(s) assigned by the Board of Directors is authorized to consider and prescribe other details relevant to the exercise of right under the warrants to purchase ordinary shares, including details and conditions with respect to the exercise right of the warrants, the application for listing such warrants as listed securities on the Stock Exchange of Thailand and seeking approvals from the competent authorities and performing any other acts necessary and related to the issuance of the warrants. 2.2 The Company's plan in the case where there is a fraction of shares remaining - 2.3 The number of shares remaining from the allotment is - shares with par value of - Baht each, totalling - million Baht. 3. Schedule for shareholders meeting to approve the capital increase/allotment. - None- 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 Total proceeds approximately 1,500 Million Baht will be used for assets acquisition to expand the business. 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. 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 of net income 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. 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: Date Actions September 26, 2000 The share register book shall be closed for the purpose of determining the right of shareholders to attend the Extraordinary Meeting of Shareholders No. 2/2000 October 16, 2000 The date of the Extraordinary Meeting of Shareholders No. 2/2000 Remark : The schedule of action above had been done. The Company hereby certifies that the information contained in this report form is true and complete in all respects. Signed Director (Sitti Leelakasamelerk)