ข่าวแจ้งตลาดหลักทรัพย์ฯ

March 14, 2002 To: President The Stock Exchange of Thailand Re: Report on the Extraordinary Shareholders' Meeting No. 1/2002 Noble Development Public Company Limited (the "Company") would like to inform you that the Extraordinary Shareholders' Meeting No. 1/2002 held on March 14, 2002 at 10.00 a.m. at Hotel Plaza Athenee, the Gallery Room, 3rd Fl., Wireless Road, Pathumwan, Bangkok passed the resolutions of each agenda as follows: Agenda 1 Unanimously resolved to approve the Minutes of the Annual General Shareholders' Meeting for the year 2001 held on April 30, 2001; Agenda 2 Unanimously resolved to approve the cancellation of the issuance and offer for sale of warrants to purchase ordinary shares of the Company to the directors and employees of the Company and its subsidiaries amounting to 2,750,000 (two million seven hundred fifty thousand units) for which 2,750,000 (two million seven hundred fifty thousand) ordinary shares were reserved for the exercise of warrants; Agenda 3 Unanimously resolved to approve the cancellation of the issuance and offer for sale of debentures or convertible debentures not exceeding 750,000 (seven hundred fifty thousand) units for which 50,000,000 (fifty million) ordinary shares were reserved for the convertible debentures; Agenda 4 Unanimously resolved to approve the decrease of the registered capital of the Company from Baht 5,623,393,960 (Baht five billion six hundred twenty three million three hundred ninety three thousand nine hundred sixty) to Baht 4,747,825,650 (Baht four billion seven hundred forty seven million eight hundred twenty five thousand six hundred fifty) by reducing 87,556,831 (eighty seven million five hundred fifty six thousand eight hundred thirty one) authorized but unissued ordinary shares. Details are as follows: 1. 2,750,000 (two million seven hundred fifty thousand) ordinary shares reserved for the exercise of warrants to purchase ordinary shares of the Company which were to be issued and offered for sale to the directors and employees of the Company and its subsidiaries; 2. 50,000,000 (fifty million) ordinary shares reserved for the conversion of convertible debentures; 3. 17,286,974 (seventeen million two hundred eighty six thousand nine hundred seventy four) ordinary shares remaining from the offer for sale to the existing shareholders; 4. 17,286,974 (seventeen million two hundred eighty six thousand nine hundred seventy four) ordinary shares reserved for the exercise of warrants; and 5. 232,883 (two hundred thirty two thousand eight hundred eighty three) ordinary shares offered to Global Thai Finance and Securities Limited or any person designated by Global Thai Finance and Securities Limited; Agenda 5 Unanimously resolved to approve the Company to amend Clause 4 of the Memorandum of Association to be consistent with the details of the capital decrease. Clause 4 of the Memorandum of Association shall be amended as follows: "Clause 4 Registered capital 4,747,825,650 Baht (Baht four billion seven hundred forty seven million eight hundred twenty five thousand six hundred fifty) Divided into 474,782,565 Shares (four hundred seventy four million seven hundred eighty two thousand five hundred sixty five shares) Par value per share 10 Baht (Baht ten) Consisting of - Ordinary shares 474,782,565 Shares (four hundred seventy four million seven hundred eighty two thousand five hundred sixty five shares) - Preferred shares - Shares (zero)" Agenda 6 Unanimously resolved to approve the capital decrease of the Company by reducing a par value of share from Baht 10 (Baht ten) to Baht 5 (Baht five) resulting in the decrease of paid-up capital of the Company from Baht 2,740,695,390 (Baht two billion seven hundred forty million six hundred ninety five thousand three hundred ninety) to Baht 1,370,347,695 (Baht one billion three hundred seventy million three hundred forty seven thousand six hundred ninety five). The amount decreased of paid-up capital shall be recorded as to set-off against the accumulated loss shown in the balance sheet of the Company; Agenda 7 Unanimously resolved to approve the Company to amend Clause 4 of the Memorandum of Association to be consistent with the details of the capital decrease by reducing a par value of share. Clause 4 of the Memorandum of Association shall be amended as follows: "Clause 4 Registered capital 2,373,912,825 Baht (Baht two billion three hundred seventy three million nine hundred twelve thousand eight hundred twenty five) Divided into 474,782,565 Shares (four hundred seventy four million seven hundred eighty two thousand five hundred sixty five shares) Par value per share 5 Baht (Baht five) Consisting of - Ordinary shares 474,782,565 Shares (four hundred seventy four million seven hundred eighty two thousand five hundred sixty five shares) - Preferred shares - Shares (zero)" Agenda 8 Unanimously resolved to confirm the number of ordinary shares reserved for the exercise of rights and the change in par value of ordinary shares so reserved. Details are as follows: 1. 182,713,026 (one hundred eighty two million seven hundred thirteen thousand twenty six) ordinary shares reserved for the exercise of warrants amounting to 182,713,026 (one hundred eighty two million seven hundred thirteen thousand twenty six) units which the Company issued and offered for sale on August 24, 2001 at the previous par value of Baht 10 (Baht ten) which was changed to Baht 5 (Baht five); and 2. 18,000,000 (eighteen million) ordinary shares reserved for the exercise of options issued to Lehman Brothers Group and/or on a private placement basis in accordance with the resolution of the Extraordinary Meeting of Shareholders No. 1/1999 held on September 14, 1999, in Agenda 5, item 2 by having the previous par value of Baht 10 (Baht ten) which was changed to Baht 5 (Baht five); Agenda 9 Unanimously resolved to approve the amendment of Clause 4 of the Articles of Association and the deletion of Clause 10 of the Articles of Association of the Company. Clause 4 of the Articles of Association shall be amended as follows: "Clause 4. The shares of the Company are ordinary shares of equal par value and shall be fully paid-up in one lump sum payment. The Company may issue preferred shares, debentures, convertible debentures into ordinary shares and any other securities pursuant to the securities and exchange law." Therefore, the Articles of Association so amended shall have 53 Clauses and Agenda 10 Unanimously resolved to approve the change of the registered address of the Company from 226 Moo 12, Sukhapiban 6 Road (Rattanapisan) Bangpliyai Sub-district, Bangpli District, Samutprakarn Province to 19th Fl., Tonson Tower 900 Ploenchit Road, Lumpini Sub-district, Pathumwan District, Bangkok and further unanimously resolved to approve the amendment of Clause 5 of the Memorandum of Association of the Company to be consistent with the change of the registered address. Clause 5 of the Memorandum of Association shall be amended as follows: "Clause 5 Head office is located at Bangkok" Please be informed accordingly. Sincerely, Sitti Leelakasamelerk Director