Report on Resolutions of AGM for the year 2007

27 เมษายน 2550
April 26, 2007 To:President The Stock Exchange of Thailand Re:Report on Resolutions of the Annual General Shareholders' Meeting for the year 2007. Noble Development Public Company Limited (the "Company") would like to inform you that the Annual General Shareholders' Meeting for the year 2007 held on Thursday, April 26, 2007 at 2.00 pm. at The Sukhothai Hotel, Sila Room, 6th Floor, South Sathorn Road, Bangkok passed the resolutions as follows: 1.Unanimously certified the minutes of the Annual General Shareholders' Meeting for the year 2006 held on April 27, 2006. 2.Unanimously acknowledged the Company's operating performance for the year 2006. 3.Unanimously approved the Company's audited balance sheet and profit and loss statements for the fiscal year ended December 31, 2006. 4.Unanimously approved the Company to pay annual dividend for the year 2006 of Baht 0.21 per share to the shareholders whose names appear on the register of shareholders on May 8, 2007 at 12.00 noon, the date of dividend payment will be on May 23, 2007. The meeting also unanimously approved to allocate 5 percent of the Company's net profit for the year 2006 to the legal reserve fund. 5.Unanimously approved to re-appoint three directors retired by rotation, who are Mr. Thongchai Busrapan, Mr. Vicharn Busrawong and Mr. Narong Taychachaiwong, as the Company's directors. The meeting also unanimously approved to fixed remuneration of the directors of the Company, the chairman of the Audit Committee and the members of the Audit Committee for the year 2007 as follows: The directors of the Company - totaling not exceed Baht 2,000,000 / year The chairman of the Audit Committee - Baht 220,000 / year The members of the Audit Committee - Baht 180,000 / person / year 6.Unanimously approved to appoint Mr. Sudwin Panyawongkhanti Certified Public Accountant (Thailand) No.3534, Mr. Kajornkiet Aroonpirodkul, Certified Public Accountant (Thailand) No.3445 and Mr. Prasit Yuengsrikul, Certified Public Accountant (Thailand) No.4174 of PricewaterhouseCoopers ABAS Limited as the Company's and its subsidiaries' auditors, any one being authorized to conduct the audit and express an opinion on the statutory financial statements of the Company and its subsidiaries. In the absence of the above-named auditors, PricewaterhouseCoopers ABAS Limited is authorized to identify one other Certified Public Accountant with Pricewaterhouse Coopers ABAS Limited to carry out the work. The meeting also unanimously approved the audit fees of the Company and its subsidiaries for the year 2007 totaling Baht 2,760,000. 7.Unanimously approved the registered capital decrease from Baht 2,373,912,825 to Baht 2,282,355,875 by reducing 18,311,390 authorized but unissued ordinary shares. Details are as follows: 7.1 18,000,000 ordinary shares reserved for the exercise of option issued to Lehman Brothers Group and/or on a private placement and 7.2 311,390 ordinary shares reserved for the exercise of warrants. 8.Unanimously approved the Company to amend Clause 4 of the Memorandum of Association to be consistent with the details of the decrease of registered capital as follows: "Clause 4 Registered capital 2,282,355,875 Baht (Baht two thousand two hundred eighty two million three hundred fifty five thousand eight hundred seventy five) Divided into 456,471,175 Shares (four hundred fifty six million four hundred seventy one thousand one hundred seventy five shares) Par value per share 5 Baht (Baht five) Consisting of Ordinary share 456,471,175 Shares (four hundred fifty six million four hundred seventy one thousand one hundred seventy five shares) Preferred share - Shares (zero share)" 9.Unanimously ratified the Company's offsetting the share discount in the amount of Baht 1,625,060,721 presented in the Financial Statement of the Company by the share premium in the amount of Baht 781,292,711. After the offsetting, the Company will retain the share discount in the amount of Baht 843,768,010. 10.Unanimously approved the capital decrease by reducing a par value of share from Baht 5 to Baht 3 resulting in the decrease of capital of the Company from Baht 2,282,355,875 to Baht 1,369,413,525. The amount decreased of paid-up capital shall be recorded as to set-off against the share discount in the amount of Baht 843,768,010 retained from the offsetting by the share premium as mentioned in clause 9. After the offsetting, the Company will retain the share premium in the amount of Baht 69,174,340. 11.Unanimously approved 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 as follows: "Clause 4 Registered capital 1,369,413,525 Baht (Baht one thousand three hundred sixty nine million four hundred thirteen thousand five hundred twenty five) Divided into 456,471,175 Shares (four hundred fifty six million four hundred seventy one thousand one hundred seventy five shares) Par value per share 3 Baht (Baht three) Consisting of Ordinary share 456,471,175 Shares (four hundred fifty six million four hundred seventy one thousand one hundred seventy five shares) Preferred share - Shares (zero share)" Please be informed accordingly. Sincerely, Sitti Leelakasamelerk Director Authorized to sign on behalf of the Company