Noble 07

be different, be noble

CONTENT Message from Chairman1

01/001 Financial Highlights

01/003 Company Structure

01/004 Company Overview

01/006 Noble Development Projects

01/009 Revenues Structure

01/010 Industrial Situation and Competition

01/015 Risk Factors

01/018 Shareholders

01/019 Organization Chart

01/020 The Board of Directors

01/022 The Audit Committee

01/023 The Executives

01/024 Election of the Board of Directors and Remuneration

01/025 Board of Directors, Audit Committee and Executive officers

01/030 Corporate Governance

01/039 The Audit Committees Report

01/040 Charts of Operating Performance and Revenue Structure

01/042 Analysis of Financial Status and Operating Results

01/045 Remunerations for External Auditor

01/046 Company Factsheet

2

02/049 Auditors Report

02/050 Consolidated and Company Balance Sheets

02/053 Consolidated and Company Statements of Income

02/055 Consolidated and Company Statements of Changes in Shareholders Equity

02/057 Consolidated and Company Statements of Cash Flows

02/061 Notes to the Consolidated and Company Financial Statements

noble development public company limited / annual report 2007

noble development public company limited / annual report 2007

Message From The Chairman

Regarding the operating performance in 2007, Noble Development Public Company Limited expanded and grew continuously. The Company generated total real estate revenue THB 2,203 million, increased

by 7.4% from year 2006. With exceptional experience and dynamic business strategy in addition to disciplinary, scrupulous, and effective administration and capital management policy, despite the domestic and

external disturbance in 2007 such as, oil price surge, dramatic appreciation in Thai Baht, financial crisis in U.S. due to the Sub-prime collateralized debt obligations, political instability, and inconsistency in economics

policy, which affected the business sectors continuously and in great magnitude, Noble Development Public Company Limited still experienced the impressive success of its project, Noble Reflex a condominium with

20 stories located at Soi Aree that was sold out sensationally in the opening date, which added the Company unrealized revenue (backlog) at the end of year of approximate THB 3,000 million.

In preparation for the continuous business expansion, the Company acquired several pieces of land in prime locations in 2007, namely, Pattanakarn Road, Soi Aree, Soi Sukhumvit 63, and expected to supply more

of horizontal residences and condominiums for the diversified housing market, the total value is around THB 6,600 million.

In 2008, besides the spending-driven fiscal policy of current government to boost revenue and consumer spending by expediting the investment in mega project, prolonging the transportation project, providing the

tax incentive for real estate by reducing specific business tax and transfer fees, the downward pressure of interest rate also gives the positive outlook to the real estate development sector.

In closing, Noble Development Public Company Limited would like to thank our shareholders, customers, financial supporters and partners for their supports which help strengthen the Company and drive its

continuous expansion. The Company will carry on our policies to strictly, carefully and effectively manage our capital and business with transparency according to our commitment to corporate governance. Side by

side, we determine to continuously innovate in order to answer our customers various needs as promised by our aspiration and philosophy.

Mr.Kitti Thanakitamnuay

Chairman and Chief Executive Officer

Financial Highlights

Operating Performance

Revenue from Real Estate Development Business

Revenue from Department Store Business

Total Revenues

Gross Profit from Real Estate Development Business

Gross Profit from Department Store Business

Net Profit

Financial Status

Total Assets

Total Liabilities

Issued and Paid-up Share Capital

Shareholders Equity

2007 2006 2005

2,203

90

2,342

817

4

246

6,163

2,939

1,369

3,224

2,458

48

2,528

972

22

456

5,363

2,474

2,282

2,889

2,050

58

2,153

822

21

302

5,584

2,510

2,282

3,074

Unit : THB Million

noble development public company limited / annual report 2007 / page 01/ 001


Financial Ratios

Gross Profit Margin from Real Estate Development Business

Gross Profit Margin from Department Store Business

Net Profit Margin

Return on Assets

Return on Equity

Debt to Equity Ratio

Net Debt to Equity Ratio

Book Value per Share (Baht)

Earning per Share (Baht)

2007 2006 2005

37.10

4.26

10.51

4.19

7.82

0.91

0.82

7.06

0.54

39.53

46.56

18.05

8.57

16.86

0.86

0.69

6.33

1.00

40.10

36.71

14.02

5.51

10.12

0.82

0.43

6.73

0.66

Unit : THB Million

Financial Highlights (Contd)


Ban Suk Sabai Co., Ltd.

Paid-up Capital THB 2 M.

Type of Business : Property Development and Housing Construction

S&P Property Management Co., Ltd.


Type of Business : Housing Construction and Property Management

Continental City Co., Ltd.


Type of Business : Property Development

Playground Store Co.,Ltd.


Type of Business : Department Store

Research & Consultant Co., Ltd.


Type of Business : Housing Construction

N.K. Energy Conservation Co.,Ltd.

Paid-up Capital.THB 6.5 M

Type of Business : Light Weight Wall Panel

100.00%

100.00%

100.00%

100.00%

65.00%

50.00%

Company Structure Noble Development Public Co., Ltd.

Paid-up Capital THB 1,369.41 M. Type of Business: Property Development and Housing Construction


Company Overview

Type of Business

The core business of Noble Development Public Company Limited and its subsidiaries is property development, composed of various types of residential projects such as land plot, single detached houses,

townhouses, low rise and high rise condominiums. The Company aims to offer exceptional-design living and creative innovation to satisfy customers various desires as an alternative option.

The Company has launched total 26 residential projects. Eight of these projects were developed and launched before year 2002 with the total value of THB 4,877 million while 18 of these projects were

developed and launched between year 2002 and 2007 with the total value of THB 17,552 million. The project consists of single detached house, condominium, townhouse, and land plot. The single detached

house projects include Noble Tara Ekamai-Rama 9, Noble Tara Ngamwongwan, Noble Tara Pattanakarn, Noble Tara Ngamwongwan 2, Noble Wana Pinklao, Noble Wana Watcharapol, Noble Anawana Pinklao,

Noble Geo Watcharapol, and Noble Geo Rama 5. The condominium projects include Noble Ora Condo, Noble Lite, Noble 09, Noble Ambience Sarasin, Noble Remix, Noble Solo, and Noble Reflex. The

townhouse and land plot project are First Home and Noble Satorn Thapra, respectively.

Besides the residential projects, the Company also operates other business that is core business-related such as property management services, property services after transfer of ownership, asset or debt

management service offering to investors, financial institutions and asset management companies.


Company Overview (Contd)

The Company has a policy to divide the operation to subsidiaries and associated companies for developing, and managing the projects as shown in the following detail:

Company/Address Type of Project Number of Business issued and paid up shares1. Ban Suk Sabai Company Limited Property Development Noble Park 20,000 19th Fl., Tonson Tower, 900 Ploenchit Rd., and Housing Construction Noble Tara Ngamwongwan 2 Lumpini, Pathumwan, Bangkok 2. S&P Property Management Company Limited Housing Construction Noble Neo City 20,000 19th Fl., Tonson Tower, 900 Ploenchit Rd., and Property Management Lumpini, Pathumwan, Bangkok3. Continental City Company Limited Property Development The Noble 4,400,000 19th Fl., Tonson Tower, 900 Ploenchit Rd., Noble Remix Lumpini, Pathumwan, Bangkok4. Playground Store Company Limited Department Store Playground Store 2,000,000 822/226 Soi Sukhumvit 55, Sukhumvit Rd., MANGA By Playground Klongton Nue, Wattana, Bangkok 5. Research and Consultant Company Limited Housing Construction Noble Choice Pinklao 100,000 19th Fl., Tonson Tower, 900 Ploenchit Rd., Noble Choice Vibhavadee Lumpini, Pathumwan, Bangkok6. N.K.Energy Conservation Company Limited Light Weight Wall Panel Noble Choice Pinklao 6,500 54/4 Moo 7, Bang Saothong, Noble Choice Vibhavadee Samutprakarn


Noble Development Projects

Every Noble Development project is a reflection of the creativity and the conviction of Noble.

The mind-set to create innovation to satisfy needs and enhance quality of life which bring happiness

to homeowners beyond their expectations are all the Nobles mission.

Projects developed and launched before 2002

Noble Park Project

Noble Park was unveiled in December 1991 as the first horizontal condominium in Thailand.

The conceptof a Condo house combines the benefits of living as part of a community and the

precepts of condominium residence to the familiar features of Thai ways of living within the development.

Noble Home Project

Noble Home comprises single dwelling houses with architectural designs aimed to give a different

perspective and individuality including the curved roof, all of which enhanced quality and offered more

useable floor space than the average home. The project launched in August 1992.

Noble Neo City Project

Noble Neo City is the visual proof of the innovation development that is taking place within Noble.

Here, the concept of a life of freedom is catered to. Owners can expand living space within their

detached homes in four different steps. They can start with 2 floors 2 bedrooms and, if so wish,

they can later add to that and end up with 3 floors 5 bedrooms.

The Noble Project

Prestigious detached residences comparable to a contemporary art form. Built right in the art of

Bangkok, The Noble has been designed to offer maximum floor space, resulting in practicality and

privacy. The design concept also brings the green-ness of the garden right into the home.

Noble House Phayathai Project

Nobles high-rise residential development with 30 storey tower located in central business district,

special design offer convenience in terms of commuting and amenities for todays lifestyle. The project

consists of 300 residential units and commercial area.

Noble Choice Project

Noble Choice is the innovation from Noble Development, one spawned from the marriage of state-of-

the-art technology and an old-fashioned commitment to service. The success of Noble Choice is

evident from all of our satisfied customers who have exercised their freedom of choice to express

a wide variety of contemporary lifestyles, all of whom were delighted beyond their expectations.

Durable yet flexible, Noble Steel Tech has a proven track record of success overseas where it has been

utilized for more than a decade. Noble Choice projects are located in two different areas -- Noble Choice

Pinklao and Noble Choice Vibhavadee

Noble House Ruamrudee Project

Possibly occupying the best location in Bangkok, the key concepts behind this development are privacy

and peace. Hence, there is a total of only 23 units designed to give maximum space for the families

of those executives who are looking for minimum in convenience what traveling.


Noble Development Projects (Contd)

experience 365 days a year. Each house has a plot of 100 square wah or more to give each resident

that much more exposure to the area's natural charms.

Noble Satorn Thapra Project

Noble Satorn Thapra is a project with a very different approach to modern housing. Plots varying in

size from 78 to 168 square wah offer havens of security and serenity in small communities served by

common facilities. Customers who wish to design their own homes are given every help and

encouragement in selecting the concepts and details that they and their families prefer.

Noble Ora Thonglor Project

Noble Ora Condominium comprises two 21- storey condominium towers of 223 units altogether at one

of Bangkoks prime locations, the center of Soi Thonglor. The project has 60s design that provides

Condominium facilities but feeling of spacious single house from the large floor-to-ceiling and a tropical

style swimming pool.

Noble Geo Watcharapol / Noble Geo Rama 5 Project

Noble Geo is designed under the Planning & Function concept to enable free-style arrangement of

furniture. The box-shape houses maximize useable area, larger living room and bedroom. The beautiful

natural landscape lawns and gardens can be accessible from every angle of the houses, located in

Watcharapol and Rama 5.

Projects launched since 2002

Noble Tara Ekamai - Rama 9 / Noble Tara Ngamwongwan / Noble Tara Pattanakarn / Noble Tara

Ngamwongwan 2 Project

Tara means stream which implies the concept of the project to bring peace of recreation with tall

fences covered by floras surrounding the project to maximize the enjoyment from nature together with

the private swimming pool. The Nobles differentiated concept of C-shape housing keeps every corner

of the house close to nature surrounding. The projects are in the best location according to the concept

of Special privacy in the city center, which located on Rama 9, Ngamwongwan and Pattanakarn.

Noble Wana Pinklao / Noble Wana Watcharapol Project

The concept of this project is to bring resort feeling to the home, which can be presented in its name

: Wana means Forest. This is a place to take a rest with nature everyday. Every living space links

with nature, both view and sensibility by balancing oriental and western philosophy. The project is

unique from others in the market with the clubhouse and swimming pool decorated to maximize the

privacy. Two Wana projects are Noble Wana Pinklao and Noble Wana Watcharapol.

Noble Ana Wana Pinklao Project

Noble Ana Wana Pinklao builds on the success of the previous Noble Wana Pinklao project. Utilizing

the popular Wana design on the same Pinklao site, this new development offers a resort-style living


Noble Development Projects (Contd)

First Home Project

First Home is a townhouse project under the strategies to expand the market base to cover all tiers

of customers, located near the city but economical pricing. The project consists of 2-storey townhouses

and 3-storey commercial units, located in Soi Watcharapol.

Noble 09 Project

Noble 09 is a luxurious condominium located in Soi Ruamrudee, only 100 meters away from the

Ploenchit BTS station, gives a cozy feeling in modern style. Designed to have serene beige color

elegantly combined with naturally formed stone, it goes up to 8 floors and provides more open area

with its two towers. Enjoy total privacy with only three units per floor, and spacious interior benefited

from airy floor-to-ceiling glass windows.

Noble Lite Project

Near Aree BTS Station, Noble Lite is located only 150 meters from business center on Phaholyothin

Road. With Crash-Pads concept - living near BTS route with no red lights traffic to spare up hours for

pleasure and relaxation. The project offers 24 storeys with one to three bedrooms. Each unit is designed

for multi purpose activities. The project also provides facilities area, fitness and a swimming pool.

Noble Ambiance Sarasin Project

It is the condominium for the perfect relaxation of city life and offers the peaceful privacy surrounded

by various moods with Perfect Contrast architecture. The exterior is designed to be simple but exciting

and amusing with color of the buildings, whereas the interior is designed for spaciousness and airiness

with tall glasses from the ceiling to the floor, allowing the natural touches surrounded by beautiful

gardens, pools and gyms. Noble Ambiance Sarasin are located in the middle of the city, Sarasin 2.

Noble Remix Project

The project is the answer for a different kind of lifestyle. This 33-storey building composes of a 29-storey

condominium, a modern shopping mall, and an office space. It is the condominium for people who

love the freedom and the excitement of the urban beat. The 1st to the 4th floors and the Inspiration

store will be another Bangkoks modern shopping center with many leading shops and offices.

Its offers conveniences from the transportation via BTS sky train and the facilities along Sukhumwit

36 road.

Noble Solo Project

It is the condominium in Soi Thonglor that is suitable for freedom lifestyle, releasing from rules and

bustling from works and environment by giving more space. These allow residents to find new

inspiration to fulfill their lives. It offers a various type of rooms from 1 bedroom to 3 bedrooms.

Noble Reflex Project

Around 200 meters to Aree BTS station, we can reach the 20-floor condominium stylishly designed

by plain architecture with the explicit color for the exterior. This is the real concept of A Pad for

Metropolitan making Reflex to be condominium for more time to play, sit back and relax. Every square

inch is designed to maximize usable area and to be the perfect place for rest. The size varies from

1-bedroom and 2-bedroom, starting from 2.9 million baht.


Unit: THB MillionRevenues Structure Operated By(1) Shares holding 2007 2006 2005 % Value % Value % Value %Revenue from Real Estate Development

Single Detached House and Land NOBLE - 591.89 25.28 879.63 40.85 1,142.14 45.18

BSS 100% 229.55 9.80 326.01 15.14 144.25 5.71

S&P 100% 0.09 0.00 - - - -

Condominium NOBLE - 572.77 24.46 844.84 39.24 1,171.39 46.33

CC 100% 808.53 34.53 - - - -

S&P 100% 0.28 0.01 - - - -

Total Revenue from Real Estate Development 2,203.11 94.08 2,050.48 95.23 2,457.78 97.22

Revenue from Department Store

Sales PG 100% 76.82 3.28 41.73 1.94 35.85 1.42

Total Revenue from Department Store 76.82 3.28 41.73 1.94 35.85 1.42

Revenue from Rental and Services

Detached House NOBLE - - - - - 0.04 0.00

S&P 100% - - 0.82 0.04 0.06 0.00

Department Store PG 100% 12.66 0.54 14.58 0.68 12.17 0.48

Condominium NOBLE - 0.18 0.01 0.48 0.02 - -

S&P 100% - - 0.08 0.00 - -

Total Revenue from Rental and Services 12.84 0.55 15.96 0.74 12.27 0.48

Total Revenue from Core Businesses 2,292.77 97.91 2,108.17 97.91 2,505.90 99.12

Other Revenues

Gain on Foreign Currency Exchange (2) - (0.06) (0.00) 0.08 0.00 - -

Gain from cancelled contracts (2) - 3.23 0.14 2.86 0.13 2.38 0.09

Interest Income (2) - 29.05 1.24 33.33 1.55 15.94 0.63

Others Income (2) - 16.64 0.71 8.79 0.41 3.82 0.16

Total Other Revenues 48.86 2.09 45.06 2.09 22.14 0.88

Total Revenues 2,341.63 100.00 2,153.23 100.00 2,528.04 100.00

Increase (Decrease) in Revenue from Core Businesses 184.60 8.76 (397.73) (15.87) 735.68 41.56

Remark (1) NOBLE = Noble Development Public Company Limited, BSS = Ban Suk Sabai Company Limited, S&P = S&P Property Management Company Limited, PG = Playground Store Company Limited,

CC = Continental City Company Limited

(2) Revenues of the Company and its subsidiaries.

Revenues Structure


Industrial Situation and Competition

Developer-Built 2001 2002 2003 2004 2005 2006 2007

Single House, Twin House, Townhouse, Shop House 9,691 14,371 30,088 40,752 35,935 32,201 32,741

Condominium 4,650 5,118 7,399 8,439 10,893 16,966 16,229Total Developer-Built 14,341 19,489 37,487 49,191 46,828 49,167 48,970

Change from previous year (4.5)% 35.9 % 92.3 % 31.2 % (4.8)% 5.0 % (0.4) %

Self-Built 19,639 17,693 18,598 19,859 25,244 28,949 25,251

Change from previous year 8.7 % (9.9)% 5.1 % 6.8 % 27.1 % 14.7 % (12.8) %

Total Residential Units Registered 33,980 37,182 56,085 69,050 72,072 78,116 74,221

Change from Last Year (%) 2.7 % 9.4 % 50.8 % 23.1 % 4.4 % 8.4% (5.0)%

Source: Real Estate Information Center

In 2007, the national residential and commercial real estate market growth outlook appeared negative. From Table 1, the number of the completed and registered housing units in Bangkok and vicinity decreased

from the same period of the previous year by 5.0%. It showed 25,251 units were built by home owners (down by 12.8%), whereas another 48,970 units were built by developers. The latter had dropped 0.4%

significantly, compare to the increase of 5% in 2006.

Table 1: Residential units registered in Bangkok Metropolis and Vicinity.

Another leading indicator of distressed real estate market is the business sentiment index and consumer confidence index (chart 1 and 2). In 2007, both indexes had reached their lowest level in the past 9 years.

Many critical factors contributed to the decelerated real estate business; out-of-control fuel price, compare to 2006 the oil price was up by 11%, the political instability that disrupt the mega project of

infrastructures, the bankruptcy of exporter due to the stronger Thai Baht and lastly, the external threat by U.S. Sub-prime loan. All of these factors accounted for the deteriorated demand in housing.


Industrial Situation and Competition (Contd)

Chart 1: Business Sentiment Index Chart 2: Consumer Confidence Index

Source: Bank of Thailand Source: Ministry of Commerce

How to Read:

The index is equal to 50 - Business sentiment is unchanged

The index is above 50 - Business sentiment is improved

The index is below 50 - Business sentiment is worsened

How to Read:

Index level is between 0-100

Index approaches to 100 - Consumer confidence with economic situation as Good

Index approaches to 0 - Consumer confidence with economic situation as Bad

43.2

45.645.2

48.5

50.451.6

49.2

48.7

55.055.0

50.050.0

45.045.0

40.040.0

35.035.0

20012001 20022002 20032003 20042004 20052005 20062006 20072007 Jan 2008Jan 2008

16.7

24.026.3

30.8

45.6

60.7

46.1

28.4

70.070.0

60.060.0

50.050.0

40.040.0

30.030.0

20.020.0

10.010.0

0.00.0

20012001 20022002 20032003 20042004 20052005 20062006 20072007 Jan 2008Jan 2008



Change of Interest Rate

Time to Maturity Time to Maturity

-0.25% -0.50% -0.75% -1.00% -1.25% -1.50%

10 1.1% 2.2% 3.3% 4.3% 5.4% 6.5%

15 1.5% 3.0% 4.5% 6.0% 7.5% 9.0%

20 1.9% 3.8% 5.6% 7.5% 9.3% 11.1%

25 2.2% 4.4% 6.5% 8.6% 10.7% 12.8%

In spite of the negative externalities affecting the real estate business in 2007, we foresee the favorable factors that can support the expansion of real estate in 2008 as follows:

Downward pressure of interest rate: As the Federal Reserve has been and will be expected to cut rates to stimulate an ailing U.S. economy, not only the unusual cut of more than 2% in short time period of the

Fed, also the astronomical injection of US$ 50,000 million into the system by U.S. government since the beginning of 2008, this will put a huge pressure in local interest rate. According to Table 2, every 1%

reduction of interest rate, the purchasing power of consumer will be up by 7.5%, given the 20 years loan. Given 25 years loan, the purchasing power will be up by 8.6%.

Table 2: Interest Rate Impact to Purchasing Power

Competition in home loan: In the mid of 2006, it was the time of restrictive lending of commercial bank to home buyer (Please refer to Table 3: the decline of home loan growth since 2006). In 2008, however, we

expect to see the intense competition in lending to home buyer. A number of marketing campaigns have been launched, for example, the first 2 years of low interest rate, longer duration of loan term, and 100%

of mortgage value loan.

In the year 2008, in our view, the real demand in residential market is well supported by several specific attributes, namely, descending interest rate, competitive home loan, and tax incentive from government.



Table 3: Housing Loans for Personal Consumption Extended by Financial Institutions

Unit: billion Baht

2003 2004 2005 2006 2007

Comercial banks 1,717.20 1,974.45 2,358.26 2,627.01 2,927.10

Government Saving Bank 295.25 401.46 447.07 473.70 483.34

Government Housing Bank 1,247.16 1,468.02 1,770.91 2,045.01 2,218.64

Other Financial Institutions 26.68 24.02 19.43 4.89 3.48

Total 3,286.29 3,867.95 4,595.66 5,150.61 5,632.56

Growth Rate (%) 13.77% 17.70% 18.81% 12.08% 9.36%

Source: Bank of Thailand

Tax measures to stimulate economy from government: On Mar 4, 2008, 27 days after general election. The new administration has passed the stimulus tax incentive package to, indirectly increase the

purchasing power of consumer and direct tax incentive to favor home seller, as the decrease in specific business tax from 3% to 0.1% and transfer fees to be 0.01%. As a result, these would increase the liquidity

for the developers.

Government policy on infrastructure: the clear cut policy from the current administration of focusing on building the infrastructure by setting up 5 operational assemblies responsible for 5 areas of mega

project: transportation network, Suvarnabhumi Airport and regional airports, irrigation system, education, and public health. As of now, the purple line train (Bangyai-Ratburana) is awaiting to the contract from

Japan Bank for International Cooperation (JBIC). The red line train (Bangsue-Rangsit) is under the exploration. A few of train networks are now being studied. This project theme is important for economic

turnaround because it supports an environment of strong demand, which, in turn, boosts the confidence of private sector.

Foreign investment: due to the devotion of Thai government on infrastructure and transportation network, suggest the spectacular rise in residential property values in Bangkok metropolitan area. However the

price of the prime central Bangkok is relatively low compare to those in Asian region (Chart 3). Residential property in Bangkok has now regarded as a potential investment and characterized by high level of cash

generating, as it is dominated by local buyer and international investors, both direct and indirect, especially when the 30% reserve measure from Bank of Thailand has been removed. This has brought the liquidity

to the market and reinforced the real estate sector in the long run.



Chart 3: Sq.m. Price, Premier City Centre

Source: Global Property Guide Research

Combodia

Sri Lanka

India

Indonesia

Malasia

Thailand

Philipines

China

South Korea

Japan

Hongkong

Singapore

28K

31K

31K

41K

41K

66K

66K

79K

132K

249K

318K

383K

Sq.m. Price, Premier City Centre

In sum, we see no imminent threat to the recovering of real estate sector plus a positive signal from the return of the business sentiment index, which was at 45.6 on January 2008, highest level in the last 12

months. The expectation of positive picture and higher growth rate of 2008 comparing to the prior year of real estate sector is eminent.

Certainly, the benefit from positive factors and brighter outlook will not be equally shared by every entrepreneur in the sector. Vision, strategic management, and financial health decide who gets the bigger piece

of cake. With the strategic competency, strong marketing skill, strict investment policies, and the discipline in capital management, Noble Development Public Company Limited is positioned where the long run

growth is attainable.


Base Change %

Group Relative Importance 2000 2001 2002 2003 2004 2005 2006 2007 2006 2007

100.0 103.9 104.8 112.8 124.3 124.3 128.9 135.2 3.7% 4.9%

100.0 104.0 105.8 110.1 117.0 121.1 127.6 132.9 5.4% 4.2%

100.0 104.9 94.3 110.5 106.0 99.1 103.7 105.7 4.6% 1.9%

100.0 105.6 106.3 106.9 108.2 110.8 115.0 116.5 3.8% 1.3%

100.0 105.4 112.7 127.9 168.9 163.8 161.5 178.1 -1.4% 10.3%

100.0 99.3 99.5 98.9 98.8 100.9 103.9 107.6 3.0% 3.6%

100.0 104.9 108.7 109.9 112.3 115.7 119.2 118.3 3.0% -0.8%

100.0 97.9 97.7 97.6 99.9 104.8 118.1 129.5 12.7% 9.7%

100.0 100.5 98.9 99.1 103.9 106.4 116.8 121.2 9.8% 3.8%

100.0 102.3 105.2 112.0 114.1 120.8 131.4 133.2 8.8% 1.4%

Source: Bureau Of Trade And Economic Indices, The Office Of Permanent Secretary, Ministry Of Commerce

All Commodities Index 100.00Lumber And Wood Products 5.46Cement 13.09Congrete Ingredient 15.14Iron Products 26.27Tiles 4.80Paints 1.78Sanitary Ware 1.46Electrical And Plumbing 9.15Others 22.85

Risk Factors

The risk factors that may affect the Companys operation are:

Risk from the price of construction materials

From Chart 1, Construction Materials Average Price Index, although the price of construction materials in 2007, the major cost in construction business, increased by 4.9%, but comparing the percentage change

from the previous year, except iron and iron products that increased by 10.3%, other construction commodities including lumber and wood product, cement, and congrete ingredient, all increased at

decremented rate, comparing to the percentage change in year 2006. The increase of iron products price in year 2007 was on the same direction as the crude oil price which increased by 13.3%, comparing to

year 2006.

Chart 1: Construction Materials Average Price Index


Risk Factors (Contd)

For the year 2008, besides the oil price, the spending-driven fiscal policy of the new government that emphasizes investment, expedites and prolongs of Mega Projects are another factor affecting the price of

construction materials. Nevertheless, the latest U.S financial crisis and dramatic appreciation of Thai Baht tactically neutralize the price of construction materials.

Ready-to-utilized land with immediate development policy and pre-build strategy provide the ability for the firm to hire and develop an effective construction plan, which in turn alleviate the risk factors of material

price and availability. At the end of 2007, the Company had 161 units of single detached house and ready-to-transfer condominium in approximate value of THB 1,200 million, and undergoing projects were

already in contractual agreement in total approximate value of THB 5,000 million. The volatility of materials price can not affect the operating results significantly.

Risk from the land price

In 2007, the strong demand of condominium connected to the public transportation network has raised the price of metropolitan area land nearby the network. In 2008, the aggressive policy of the government

adding a new route and extension of the existing route causes the land price of those areas to adjust upward continuously. The new price assessment of land conducted by The Treasury Department for year

2008-2011 has raised the benchmark of land price in Bangkok Metropolitan by 5.76% on average, and the inner areas of Bangkok Metropolitan which increased most significantly by 34.97% are Bangkhen

district and Saimai District. In addition, the ratio of building to land (FAR) demanded by Department of City Planning under Bangkok Metropolitan Administrator and the new regulation issued in the third quarter of

2007, by Ministry of Natural Resources and Environment regarding the requirement of condominium project to plant tree in order to offset the heat from unit of air conditioner, if effective, will indirectly stimulate

the land price.

In short run, those factors may cause an upward pressure in land price. Nonetheless, in the long run, the policy of government to expand the transportation route both sky train and metropolitan train and new

urban planning scheme will increase the welfare and living standard of people and therefore the land and residential property value. Additionally, the high demand of condominium connected to the public

transportation network, together with dynamic management strategy to cope with the needs of home buyer, and the cautious land acquisition plan with immediate development policy, the Company will not be

affected by the volatility of the land value.


Risk Factors (Contd)

Risk from inventory management (Pre-build house)

Due to intense competition and changing in consumer behavior, the strong financial performance real estate developer, practically use the Pre-Build strategy to attract the buyers, build consumer confidence, and

manage construction cost and time. Likewise, by the end of 2007, the Company had pre-build house in total of 135 units with the approximate value of THB 1,000 million.

On the other hand, the extent of U.S. Sub-prime exposure has been given the extra momentum by the Federal Reserves decision to cut interest rates further. This will result in downward pressure in local interest

rate inevitably. Furthermore, the tax incentive launched by the cabinet of the current government on March 4, 2008, shift the house demand up as the result of the decrease in specific business tax from 3% to

0.1% and transfer fees to 0.01%. All of above is the positive stimulus to boost the demand of home buyer and benefit to home seller who has pre-build home ready to transfer to the customers, and will take

benefits from the interest rate cut and tax incentive immediately.

Risk from financial crisis and the inconsistency of economics policy

During the care-taker government in 2007, the outlook for economics policy was vague, added with the financial crisis from the U.S. Sub-prime collateralized debt obligations, and dramatic appreciation of Thai

Baht, which affect the overall business sectors and consumer confidence. In 2007, the consumer confidence index reached its lowest level in July at 13.3.

However, after the new administration in 2008, the government policy becomes clearer with the purpose to enhance the national income and boost consumer consumption. Begin with the approval of tax

incentive to motivate household spending, tax incentive to support the small and medium enterprises, and tax incentive to support and increase competency of business sector, including the tax incentive

specifically to support the real estate sector. Moreover, the government has a policy to expedite the investment by prolonging the extension of transportation network. Certainly, these factors should be positive

factors to the expansion of the real estate industry.


The First Ten Major Shareholders at closing date of share registered book, May 8, 2007 are as the following:

Shareholders' Name Number of Shares % of Paid up Capital

1. Thai NVDR Company Limited 82,709,800 18.12

2. Mr. Kitti Thanakitamnuay 36,330,919 7.96

3. RAFFLES NOMINEES (PTE) LIMITED 25,960,900 5.69

4. Thai Strategic Asset Fund 18,750,000 4.11

5. NORTRUST NOMINEES LIMITED-NORTHERN TRUST GUERNSEY CLIENTS 18,533,800 4.06

6. Mr. Piya Thanakitamnuay 16,616,960 3.64

7. CHASE C.S. CENTRAL NOMINEES LIMITED 42 16,085,600 3.52

8. Mr. Boonchoo Teetong 15,815,900 3.46

9. MORGAN STANLEY & CO INTERNATIONAL LIMITED 12,234,400 2.68

10. Viravan Group 19,304,099 4.23

Dr. Amnuay Viravan 3,664,853 0.80

Khun Ying Samornsri Viravan 8,471,850 1.86

Samvest Company Limited 4,778,265 1.05

Amvest Company Limited 2,389,131 0.52

Total 262,342,378 57.47

Shareholders

Investors can acquire updated shareholders information prior to the shareholders meeting from the Website www.noblehome.com

Dividend Policy

The Company has a dividend policy to pay dividend to shareholders by considering Companys operating result, business expansion and other related factors. The Companys minimum dividend payout ratio is

not less than 25% of the net profit. However, the aforementioned policy shall be in accordance with the resolutions of shareholders meeting.

Regarding the Companys operating result in 2007, the Board of Directors passed the resolution to propose at the annual general shareholders meeting held on April 28, 2008 to approve the 2007 annual

dividend payment of Baht 0.16 per share

Dividend Policy of Subsidiaries

- None -


Organization Chart

Human Resources Development Department

Legal Department

Legal Service Department

Finance Department

Accounting Department

Corporate Finance Department

Support Line

Project Legal Department

Playground Store Department

After Sales Service Department

Information Technology Department

Marketing and PR Department

Investment Analyst Department

Project Operation Department 1-4

Project Operation and Information Technology LineCEO Office

President

Chief Executive Officer

Board of DirectorsAudit Committee

Internal Audit Line


The Board of Directors scope of duties and responsibilities:

1. To perform their duties cautiously and faithfully in compliance with laws, under the scope of the

Companys objective and Articles of Associations, together with the shareholders resolutions for

the maximum benefits of the shareholders.

2. To set the Companys business plan, strategies, goals, policies and budget together with the

Management.

3. To supervise, monitor and assess the Management to effectively and transparently perform their

duties in accordance with the Companys policy and business plan.

4. To review and ensure the efficiency of the internal control system to ensure that the Companys

Financial Statements is reliable, accurate and correct, and to prevent the fraudulence in using the

Companys properties and improper transaction between the related parties.

5. To establish the appropriate structure of the Board of Directors in order to create the balance of

power, adequate and appropriate management monitoring.

The structure of the Companys directors consists of the followings:

The Board of Directors 8 persons

The Audit Committee 3 persons

The Board of Directors

As of December 31, 2007 the Company has 8 directors as follows.

Executive Directors 4 persons

Independent Directors 4 persons

50% of the members of the Board are Independent Director.

1. Mr. Kitti Thanakitamnuay Chairman

2. Mr. Thongchai Busrapan Director

3. Mr. Sitti Leelakasamelerk Director

4. Miss Vasana Thieansirisak Director

5. Mr. Thakonkiat Viravan Independent Director

6. Mrs. Boonperm Jiamtiranat Independent Director and Chairman of the Audit Committee

7. Mr. Narong Taychachaiwong Independent Director and Member of the Audit Committee

8. Mr. Surachet Suboonson Independent Director and Member of the Audit Committee

The Board of Directors


The Board of Directors (Contd)

In 2007, the Board of Directors held 32 meetings; 15 regular meetings and 17 sub-meetings, details of attendance is as follows:

No. of meeting attended (Times)

Regular meeting Sub-meeting*

1. Mr. Kitti Thanakitamnuay 10 16

2. Mr. Thongchai Busrapan 15 17

3. Mr. Sitti Leelakasamelerk 15 17

4. Miss Vasana Thieansirisak 15 16

5. Mr. Thakonkiat Viravan 10 1

6. Mrs. Boonperm Jiamtiranat 15 -

7. Mr.Narong Taychachaiwong 15 -

8. Mr. Surachet Suboonson 15 17

* Sub-meetings are arranged to consider the operation issues that do not affect the Companys management policy, e.g. the request of projects utilities, house registration numbers, bank accounts opening

etc.

Thus, the Board of Directors has assigned 5 directors composing Mr. Kitti Thanakitamnuay, Mr. Sitti Leelakasamelerk, Mr. Thongchai Busrapan, Miss Vasana Thieansirisak, and Mr. Surachet Suboonson to attend

the meetings. If any of the 5 directors is unavailable for any meeting, the Company will invite other directors to constitute the meeting.


The Audit Committee

As of December 31, 2007 the Company has the Audit Committee as follows.

1. Mrs. Boonperm Jiamtiranat Chairman of the Audit Committee

2. Mr. Narong Taychachaiwong Member of the Audit Committee

3. Mr. Surachet Suboonson Member of the Audit Committee

The Audit Committees Secretary: Mrs. Angkana Intravichien

The Audit Committees scope of duties and responsibilities:

1. To ensure the Companys financial report is correct and reliable.

2. To ensure the Company have adequate and effective internal controls system, and prepare the Audit Committees report for disclosure in the Companys Annual Report and Annual Information.

3. To consider, elect, propose the Companys external auditor and also its fee.

4. To review the Companys activities in comply with the Security and Stock Exchange regulations or the Law regarding to the Companys business.

5. To review and consider the Companys information disclosure in case of the related transaction or conflict of interest in order to ensure the completeness and fidelity of disclosure.

6. To file the Audit Committees Report on Corporate Governance and disclose in the Companys Annual Report and Annual Information, the report must be signed by the Chairman of Audit Committee.

7. To perform other matters as assigned by the Board of Directors under the audit committees considerations.


The Executives

As of December 31, 2007 the Companys Executives are as follows:

1. Mr. Kitti Thanakitamnuay Chief Executive Officer

2. Mr. Thongchai Busrapan President and Acting Vice President: Project Operation and Information Technology Line

3. Mr. Sitti Leelakasamelerk Executive Vice President: Support Line

4. Miss Vasana Thieansirisak Senior Vice President: Corporate Finance Department

5. Mrs. Angkana Intravichien Vice President: Accounting and Finance Department


Election of The Board of Directors and Remuneration

The Company did not appoint the Committee to select the candidates to be nominated as the Board of Directors. According to the Company's articles of association, the Company's existing directors will propose the

candidates to the shareholders' meeting by considering education, experience, capability and readiness to completely perform their duties. The shareholders' meeting will elect the Board of Directors via the following manners:

1. Each shareholder shall have a number of votes equal to the number of shares held.

2. Each shareholder shall use his entire vote as prescribed in clause 1 to nominate one, or several persons as director but the shareholder cannot allot his votes to any person in any number.

3. The candidates with the highest vote, ranked in descending order shall be appointed as directors until all of the director positions are filled. Incase of a tie vote, the Chairman of the meeting shall have an

additional casting vote.

Regard of the Company's articles of association, the shareholders' meeting may pass a resolution removing any of directors prior to the expiration of the director's term office, by the vote of not less than three quarters of

the number of shareholders attending the meeting, having the right to vote with the share held in total not less than half of the total shares held by the shareholders attending the meeting and having the right to vote.

To comply with good corporate governance practice and to portray equitable and fairness treatment of all shareholders, the Company provides the opportunity for all shareholders to propose candidate to be

nominated as the director prior to the Annual General Shareholders' Meeting. To consider, scrutinize, and select the qualified candidate to be nominated as the director and able to perform duty effectively for the

Company's maximum benefit, the Company specified detail, criteria and the announcement on Company's website noblehome.com

Remuneration for the year 2007

Remuneration in Monetary Value

- Board of Directors

Total Remuneration for 8 directors is Baht 405,000. Baht 55,000 is the remuneration for Chairman of the Board of Directors and Baht 50,000 is the remuneration for each director.

- The Audit Committee

Total Remuneration for the Audit Committee is Baht 580,000. Baht 220,000 is the remuneration for Chairman of the Audit Committee and Baht 180,000 is the remuneration for each member.

- Executive Officers

Total Remuneration for the Company's executive officers is Baht 23,853,700, composed of salary, bonus, and contributions to the provident fund.

Remuneration policy for the directors and the executive officers is clearly, transparently and fairly determined based on the identical and comparable firms in same industry. Remuneration for the directors and the

Audit Committee are determined and approved by the shareholders' meeting. To promote fairness, motivation, and Company's maximum benefits, the executive officers' remuneration is set to correspond with

the Company's performance and each director's performance.

Other Remuneration

-None-


Board of Directors, Audit Committee and Executive Officers

Mr.Kitti Thanakitamnuay

Position Chairman and Chief Executive Officer

Education B.A., Political Science, Chulalongkorn University

Training from Thai Institute of -

Directors Association

Number of Shares 36,330,919 shares

Number of Shares Changed in 2007 No

Experience Present

- Chairman and Chief Executive Officer

Noble Development Public Company Limited

- Managing Director

Continental City Company Limited

Research and Consultant Company Limited

Playground Store Company Limited

Ban Suk Sabai Company Limited

- Director

Ban Siam Holdings Company Limited

Mr. Thongchai Busrapan

Position Director and President

Acting Executive Vice President: Project Operation

and Information Technology Line

Education Master of Science in Management SASIN Graduate Institute

of Business Administration of Chulalongkorn University

Training from Thai Institute of Director Accreditation Program (DAP) Class 52/2006


Number of Shares 20,000 Shares


Experience Present


- Director



N.K.Energy Conservation Company Limited



- Acting Executive Vice President: Project

Operation Development And Information Technology Line



Board of Directors, Audit Committee and Executive Officers (Contd)

Mr. Sitti Leelakasamelerk

Position Director and Executive Vice President: Support

Education B.A., Accounting, Chulalongkorn University



Number of Shares -


Experience Present

- Director






- Executive Vice President: Support


- Independent Director, Member of the Audit Committee and

Risk Management Director

Khon Kaen Sugar Industry Public Company Limited

Miss Vasana Thieansirisak

Position Director and Senior Vice President:

Corporate Finance Department

Education Master of Science, Managerial Accounting and Master of

Science, Economic Law Chulalongkorn University



Number of Shares -


Experience Present

- Director


- Managing Director

S&P Property Management Company Limited

- Senior Vice President: Corporate Finance Department




Mr. Thakonkiat Viravan

Position Independent Director

Education Master of Science, Boston University, USA.



Number of Shares -


Experience Present

Independent Director


- Director


Ban Siam Holdings Company Limited



- Director and Executive Director

GMM Media Public Company Limited

Mrs. Boonperm Jiamtiranat

Position Independent Director and Chairman of the Audit Committee

Education B.A., Accounting, Chulalongkorn University


Directors Association Director Certification Program (DCP) Class 81/2006

Number of Shares -


Experience Present

- Independent Director and Chairman of the Audit Committee


- Independent Director and Chairman of the Audit Committee

Surapon Foods Public Company Limited

- Director

Noble Estate Company Limited



Mr. Narong Taychachaiwong

Position Independent Director and Member of the Audit Committee

Education B.FA., Fine Art, University of Central Florida, USA.



Number of Shares -


Experience Present

- Independent Director and Member of

the Audit Committee


- Chairman and Chief Executive Officer

Inter-Far East Engineering Public Company Limited

Mr. Surachet Suboonson

Position Independent Director and Member of the Audit Committee

Education B.A., Accounting, Thammasat University



Number of Shares -


Experience Present

- Independent Director and Member of

the Audit Committee




Mrs. Angkana Intravichien

Position Vice President: Accounting and Finance Department

Education Master of Business Administration, NIDA



Number of Shares -


Experience Present

- Vice President: Accounting and Finance Department


* Remark All of the companys executive officers do not hold the Company and its subsidiaries debentures


Corporate Governance

Realizing the importance of good corporate governance, the primary factor in enhancing effective

management system, reflecting high standard and transparent management, leading the Company

to achieve a sustainable growth, and building up confidence to shareholders, foreign and domestic

investors, stakeholders including customers and creditors; hence, the Company adopt the corporate

governance principles set by the Stock Exchange of Thailand as the guideline in operation and

consider as the core business policy which can be summarized as follows:

1. Rights of the Shareholders: The Company embraces the importance of all shareholders' rights.

All of Company's shareholders shall have these following rights:

- Rights to receive and transfer shares.

- Rights to receive the adequate information on timely basis.

- Rights to share Company's profit under the equality ground.

- Rights to attend the meeting and vote for the significant policy or decision the Company shall make

and right of shareholders that the Board of Directors must address and gain vote from the shareholders'

meeting.

- Rights to appoint and discharge Company directors, and to approve the independent auditors.

- Rights to voice their opinions and make joint decision making as well as to raise the question during

the shareholders' meeting.

- Other legal rights.

Noble Development organizes an Annual General Shareholders' Meeting within four months after

closing date of its fiscal year according to the law. In some urgent cases, the Company may call for

an irregular shareholders' meeting, whose agenda shall affect the interest of shareholders or the

change of rule and legal aspect that must be approved by shareholders. This irregular shareholders'

meeting will be conducted on case by case basis.

In summoning a shareholders' meeting, the Company shall give a notice with the agenda,

supplementary documents, and the opinion from the Audit Committee, if any, to all shareholders at

least 7 days in advance and shall be announced in a newspaper for 3 consecutive days and not less

than 3 days prior to the meeting. All the meeting agenda details will be available on the Company's

website. As such, the shareholders have sufficient time for studying the information before making

their decisions. For the time and location of the meeting, it will be base on the utmost respect to

shareholders' convenience.

At least 6 directors from the Board of Directors shall attend the shareholders' meeting, including at

least 2 from the Audit Committee. Chairman of the Board of Directors shall attend every

shareholders' meeting to answer questions and concerns posed by shareholders. Allocating enough

time for the meeting and discussion, the Chairman conducts each meeting suitably and

transparently, allowing thorough expression of views and queries before each ballot round under the

free vote atmosphere.


Corporate Governance (Contd)

The meeting will be conducted in sequence of agenda as specified in the invitation and no additional

agenda without prior notice to shareholders. The Company uses voting tickets to allow each

shareholder equal opportunity and for transparency and inspection issues. For appointing the Board

of Directors, each director will be elected in each ballot round. In case of conflict of interest that

might occur in any given voting, the decision of the people who is considered as interested party will

not be counted.

3. Role of the Stakeholders: The Company has the policy to serve mutual benefits among itself,

internal stakeholders including management and employee, and external stakeholders e.g.

customer, creditor, competitor, government, and all relevant agency. By cooperating among itself

and interested party to benefit business operation and build up confidence as well as enhance

potential, we, therefore, promote the coherence and trust among every party in order to sustain our

competitiveness and stability in expansion.

Customers: As our most important supporters and stakeholders, we value our customers and do

our best to protect their benefit. The Company aims and acknowledges all employees that after sale

service as its best, the doorstep, is not the end of relationship but it is where is the relationship

starts. We develops not only the design, the quality and the standard of our houses, but also the

after-sale project management division to maintain a pleasant environment and offer maintenance

service to the customer before condominium juristic person or house juristic person is established.

The Company provides an opportunity to shareholders to propose subject matters to be included as

the agenda and to propose candidate to be nominated for director (Please refer to Equality of the

shareholders section). The Company also encourages every shareholder to submit their questions

through the Company's website prior meeting.

The minutes of a meeting will be recorded, summarized, stored for, being inspected, and sent to the

Stock Exchange of Thailand afterward for shareholders and investors information.

2. Equality of the Shareholders: Other than shareholder's rights, the Company values and treats all

shareholders fairly procedures to propose subject matters to be included as the agenda and to

propose candidate to be nominated for director. To promote transparency, criteria to propose

subject matters to be included as the agenda is clearly defined according to the information

publicized on the Company's website. The same concept apply to propose candidate to be

nominated as the director, the criteria is posted on the website. www.noblehome.com

In case the shareholders can not self-attend the meeting, the Company proposes that the shareholders

can appoint the independent director as the proxy. In addition, the Company has notified the detail

of independent directors in summoning a shareholders' meeting for the shareholders to appoint the

independent directors as the proxy, to vote on their behalf through proxy forms designed by

Department of Business Development, the Ministry of Commerce.



Creditors: Although we have a strong financial status and liquidity, we never forget the importance

of the financial support from our investors and financial institutions. Therefore, we will maintain our

financial status and adhere to the strict policy as best as we have done so far.

Shareholders: In order to be the best representative of our shareholders to achieve a sustainable

growth and competency, under a transparent code of conduct, the Company publishes all the

relevant information through Company's website, organize analyst meeting quarterly, and has the

road show for international investors show in timely basis.

Government and Relevant Agency: The Company respects and follows the relevant laws and

regulations strictly. We emphasize and understand the intention and objective of each of every

related land and building Act e.g. Land Allocation Act, Condominium Act, Building Construction

Control Act in order to advantage our customer, environment, community and society.

Community and Society: As a Thai Company, we realize that although profit is the ultimate goal but

it should not base on unfair or disturbance basis but responsible for community and society by

complying with the policies, rules, and regulations. Despite transferring the ownership to the

customers, the Company also recognizes and maintains the pleasant living environment by having

the after-sale project management division as the responsible unit. In addition, to return, support and

develop the society, the Company donates money for charity such as annual Red Cross.

Moreover, we offer the information about our house's designs and materials, so that the customer

can compare our quality and standard with others.

Employees: As the most important drives for the Company's success, our employees and executives

are treated and offered the appropriate and fair remunerations. The Company also encourages

training and development to enhance competency according to present responsibility and line of

works. Moreover, the employees are able to participate with the executive officers to establish goals

of the Company to recognize his importance, and works along the same vision and direction

Competitors: We promote the free-trade policy and fair competition under the legal regulation and

business ethic and avoid unfair competition to defeat competitors.

Partners: For mutual benefit between the Company and our partners, we transparently and fairly

select our contractors (partners), and follow every contract strictly. Generally, the contract already

includes the labor and the material cost. In the situation of material shortage while the Company

has better negotiation position, we offer our hand in negotiating for a better solution in order to

support our contractors.



Despite the transparent disclosure, the Board of Directors realizes their great responsibility of

financial statement disclosure. Financial statement must present with correction, consistency, and

completion of financial status and performance and sufficient notes. The Company must employ

appropriate accounting policy, exercise it regularly and has the audited financial statements and

comply with generally accepted accounting principles and related rules and regulations. Also, the

Board of Directors is responsible for the accuracy of all material information in annual report.

The Board of Directors has the duty to attend the meetings. There were 32 meeting held in 2007.

(Please refer to The Board of Directors section)

To prevent and avoid the conflict of interests, the Company does not allow its directors and

management, their spouses and children under legal age, to use inside and not public information to

take advantage of Company's share price or any other way for their own interest. The directors and

executives have duty to submit the report regarding any change on their security holding (Please

refer to Monitoring the utilization of internal information section). In addition, the Company sets the

very strict policy regarding the approval of transactions between the related parties. Their decision

will not be counted as they are considered as interested party.

The Company has set up the channels for complaints, views, recommendations, and information

about possible fraud or wrongdoing filed by other stakeholders, through the Company's website at

www.noblehome.com, which is monitored by the center unit as the intermediate agency to proceed

the matter onto the Board of Directors and management, afterward.

4. Information Disclosure and Transparency: Other than disclosure criteria according to the Stock

Exchange of Thailand, the Company emphasizes on the importance of the correctness,

transparency, up-to-date and accessibility of financial, project progress, and performance to

shareholders, investors, and related parties through every SET's channel. Moreover, the Company

also distributes the information, project details, development, and real estate tips both in Thai and

English version through www.noblehome.com. Those who have inquiries, comments, and

suggestions can post them via the earlier website. Moreover, the Company regularly set up the

analyst meeting quarterly to open a forum where our management attends to answer the inquiries

from the investors, analysts, and interested parties. In addition, the Company has a roadshow

program in order to update the Company's information and progress to the foreign investors. Any

further information, please contact Ms.Vasana Thieansirisak at 02-251-9955 ext. 1400-1401 and the

e-mail address [email protected], or visit us at www.noblehome.com.



5. Board of Directors' responsibilities:

Board of Directors' and subcommittees' structure.

Board of Directors consists of 8 directors

- 4 executive directors

- 4 independent directors

The independent directors are one having the qualifications specified by the Stock Exchange of

Thailand and the Securities and Exchange Commission.

The number of independent directors represents 50% of the entire board. All directors are

characterized by reputable, knowledgeable, experienced, and unbiased. They are not under

management's authority, capable of investigation, be able to balance other director's power and

exercises independent objection. With the exceptional qualification, the Board of Directors,

accordingly, can safeguard the interest of shareholders.

To comply with the Corporate Governance by clearly separating the role, power, and responsibility

for balancing business operation, the Board of Directors determines that the Chairman must not be

the same person as Managing director. The 50% structure of independent director creates the

appropriate balancing of power and transparent checking and monitoring.

According to the Company's policy, in every annual general shareholders' meeting, at least one third

of Board of Directors must resign. After that will be the nominating and screening process by the

Company to nominate new director base on reputation, business expertise, and ability (Please refer

to Election of the Board of Directors and remuneration section). In addition, the Company established

a clear policy and procedures for the directors and executive officers in holding the position of director

in other companies. The same policy and procedure determined by the Company also apply to the

subsidiaries to result in effective management and comply with good corporate governance principles

set by the Stock Exchange of Thailand.

The Company's Board of Directors has set up the Audit Committee with 2 years term, fully-

experienced in internal control and financial statement to achieve complete, adequate, and

transparent financial report. Structure, scope, duty, and responsibility of Audit Committee are set forth

by the Stock Exchange of Thailand (Please refer to The Audit Committee section) The Chairman of

the Audit Committee does the report in order to disclose in annual report and 56-1 report

Roles, duties, and responsibilities

Board of Directors has the knowledge, capability, and business experience. Board of Directors

determined to represent shareholders to set forth policies, vision, strategies, target, mission

statement, business plan, budget, good governance, and monitoring management. The segregation



of Board and management allows maximum goodwill and best interest of the Company and

therefore, shareholders.

Under moral and ethical code of conduct, written and approved by the Company's Board of

Directors meeting on February 26, 2008, the Company clearly determined code of conduct,

including the rights of shareholders, related transaction, monitoring the assets and utilization of

internal information, to guideline and direct Board of Directors, management, and employee.

According to corporate governance principle, there will be the re-assessment of business code of

conduct every year by the Company's Board of Directors.

The Company determines the codes for executives and employees and monitor the result of the

code continuously as well as penalty set up to prevent violation.

The Company's Board of Directors insists on intensive, internal control, internal audit, and proper

risk management. Clear segregation of Board of Directors, Audit Committee, the management, and

their authority and duties together with independent control system, reciprocal check-and-balance

power permit the ultimate interest to the organization. The internal control team reports directly to

managing director and Audit Committee (Please refer to Monitoring the utilization of internal

information section).

On February 26, 2008 the Company's Board of Director assessed the internal control and risk

management system and had them reported to the Company's Audit Committee.

Board of Directors' meeting

On the regular but appropriately and necessity basis, the Company organizes Board of Director

meeting in which the agenda generally involves the operating results presided by Chairman and

meetings are organized in appropriate time.

There are 2 categories of meeting

Subcommittee meeting: involves agenda of normal daily operation that do not affect the Company's

policy for instance, water meter request, home address acquiring, and bank account

opening/closing. Only 5 directors has been assigned from Board of Directors to attend subcommittee

meeting namely, Mr.Kitti Thanakitamnuay, Mr. Sitti Leelakasamelerk, Mr. Thongchai Busrapan,

Ms.Vasana Thieansirisak, and Mr. Surachet Suboonson.

In case of absentee, other directors will be invited and minutes of meeting will be reported to Board

of Directors meeting for approval.



Board of Directors meeting: involves agenda of Company policy, investment, financial statement,

corporate governance, and other non-routine decision. At least 7 days prior to every meeting, the

directors will receive the materials consisted of the meeting agenda and relevant information.

Chairman and directors are free to propose matters to be included as the agenda for the meeting.

Each director is required to attend every board meeting, unless the proper excuse, and freely to raise

and screen the agenda. Directors preserve the rights to obtain more relevant information, if needed.

In every meeting, the Chairman shall allocate considerably enough time for deliberate discussion and

allow the executive management who involves in any given agenda to attend. The minutes will be

recorded in detail and retained for the Board of Directors and related person to be later inspected.

Self-assessment of the Board of Directors

On February 26, 2008 the Board of Directors did the self assessment test for the year 2007, using

the assessment form based on the Stock Exchange of Thailands regulation.

The Board of Directors conducts an annual self-assessment to better reflect the directors

performance and evaluate the obstacles and challenges in that regard for the previous year.

Remunerations for the Board of Directors and Executives

The Company has clearly determined the policy controlling remuneration of directors which must be

approved at the shareholders meeting. Since the Company has the same Board of Directors for

subsidiaries, the remuneration of directors in subsidiaries is already included in the parent Company.

Remunerations for the Board of Directors in 2007 are summarized as follows:

- Remuneration to Chairman of the Board of Directors THB 55,000 per year, to each director THB

50,000 per year

- Subcommittee, appointed by Board of Directors which is the Audit Committee, remuneration to each

Chairman of the Audit Committee THB 220,000 per year, to each director of the Audit Committee

THB 180,000 per year

For the executives, their remunerations depend on the Companys operating results and their

individual performances and comparing to the equivalent industry. The objective is to motivate and

create a competitive strength.



Directors and management training

The Company arranges the meeting between Board of Directors and each project executives every

year, so that the Board of Directors can have a site visits with the respective project executive and

share vision and opinion that leads to a good coherence, business direction, policy, and strategy

afterward.

Board of Directors continues to try and enhance their value by participation in activities, courses and

events which add to their knowledge base in the continually changing business environment to

ensure that they are updated and possess full knowledge. All the Companys directors have

attended important training courses that are available such as Director Certification Program (DCP),

and most of them have also passed the Director Accreditation Program (DAP) held by the Thai

Institute of Directors Association (IOD)

Monitoring the utilization of internal information

The Company set the policy to avoid the abuse of the Company's internal information for

personal benefit including engaging in any transaction of the Company shares within one month

before the financial statements are disclosed to the public, that may affect the securities' trading

prices, as follows

- The Company prohibits directors and executives including their spouses and dependents from

abusing the unpublicized internal information for their personal benefits,

- The Board of Directors and executives have the duty to submit the report on any changed

regarding their securities holding to the Company, SET and SEC. The Company also informed its

executives of their duties and obligations in preparing such report and disclosure of securities

holding, including the stipulations on penalties in Article 275 of the Securities and Exchange Act

B.E.2535 (A.D.1992), which are maximum THB 500,000 fine and maximum THB 10,000 fine per day

until the report in question has been filed.

- The executives will be punished if they use the internal information for their personal benefits.

- According to Article 59 of the Securities and Exchange Act B.E.2535 (A.D. 1992), the executives

must report any change regarding their securities holding, SET and SEC They must as well report

same matter to the Company in the same day.

Internal control

The Board of Directors assigned the Audit Committee to supervise, monitor and review the

properness and effectiveness of internal control system to ensure that the Company's internal

control is appropriate and adequate to protect the Company and its subsidiaries' properties for the

benefit of the shareholders. The Company has internal audit team to monitor and assess the internal

control in every operating unit for continuously effective and efficient development and to regularly

follow and correct the significant assessment particularly the risk assessment issue which might

impact its operation and incur the conflict of interest.



In 2007, The Company has connected transaction with subsidiaries and conflict of interest person

and disclosed these subjects in the notes no.12 and no.25 of consolidated and Company financial

statements as of December 31, 2007.

Regarding the policy toward connected transaction and conflicted of interest person, it has been

done strictly under the rules and regulations of SET and SEC. In addition, price, compensation, and

fee of connected transactions are determined based on market price and best interest of the

Company.

To evaluate that the system complies the government's rules and regulations, corporate governance,

adequacy, properness and efficient internal controls, the scope of internal controls are separated into

3 main areas which are construction, sale, and transfer of ownership. Moreover, the assessment also

covered the adequacy and appropriateness of policies, rules and regulations, work procedures, task

allocation, empowerment and approval authority, and the preparation of in-time, reliable, and efficient

of reports to management.

The Board of Directors Meeting No. 2/2008 on February 26, 2008 consisting of the Board of

Directors and the Audit Committee reviewed and evaluated the sufficiency of the internal control

system for the year 2006 covering many areas which are organization and environment, risk

management, operation control by the executives, information & communication and monitoring

system. The assessment found that the Company has the sufficient and efficient internal system and

found none of significant material items that may potentially have adverse effects to the Company.


The Audit Committee's Report

The Audit Committee of Noble Development Public Company Limited comprises of 3 independent directors. The chairman of the Audit Committee is Mrs. Boonperm Jiamtiranat and members of the Committee

are Mr. Narong Taychachaiwong and Mr. Surachet Suboonson. In 2007, the Audit Committee held 4 meetings to review and regulate the operations in accordance with assigned scope of duties and

responsibilities and report to the Board of Directors to meet the regulations of the Stock Exchange of Thailand regarding good Corporate Governance, in addition to the meetings held between the internal audit

team and the Company's external auditor.

The meetings with the Company's auditor, PricewaterhouseCoopers ABAS Ltd., were held in order to acknowledge the matters and exchange opinions, to evaluate the quality and accuracy of the 2007 quarterly and

annual Financial Statements prepared by the Management, and also to assess the adequacy of disclosure in financial statements information, particularly disclosure of connected transactions, and conflict of interest

transactions, and also to evaluate the efficiency, adequacy, and appropriateness of the Company's internal control system, which could affect the reliability and accuracy of the financial statements. The meetings with

the internal audit team were also held to acknowledge the result of the Company's internal control system, as well as suggestions to improve the Company's internal control system to be sufficient and more efficient.

The Committee had verified the Company's compliance with the Securities and Exchange Act of the Stock Exchange of Thailand, and also laws, rules, and regulations related to the Company's operation. In

addition, the Committee had considered and proposed to reappoint PricewaterhouseCoopers ABAS Ltd. as the Company's auditor for another year in 2008. The auditing fee would be considered and proposed

to the Board of Directors in the next shareholders' meeting.

From the acts of auditing independently and thoroughly within the appointed scopes and responsibilities, the Audit Committee concluded that the Company has an sufficient and efficient internal control system

that is appropriate to the Company's operation and found no significant transaction or situation related to internal control system that could become significant weakness which might affect the Company's

financial status and operating performance. The Company's financial statements had been disclosed adequately and properly regarding related transactions and conflict of interest transactions. In addition, the

Audit Committee found no situation that the Company had operated against the laws, rules and regulations significantly.

Mrs. Boonperm Jiamtiranat

Chairman of the Audit Committee

February 26, 2008


Charts of Operating Performance and Revenue Structure

0 1,000 2,000 3,000 4,000 5,000 6,000 7,000Total Assets and Shareholders' Equity

2006

2007

0 0.5 1.0 Debt and Net Debt to Equity Ratio

2006

2007

0 1,000 2,000 3,000 4,000 5,000 6,000 7,000Total Revenues and Net Profit

2006

2007

3,074

5,584

3,224

6,163

2,153

302

2,342

246

0.82

0.43

0.91

0.82

Shareholders' Equity Total Assets

D/E Ratio Net D/E Ratio

Total Revenues Net Profit


Charts of Operating Performance and Revenue Structure (Cont'd)

Charts of Revenue Structure Unit : Million Baht 2007 2006

Revenue from Property Development Business 2,203 2,050

Revenue from Department Store Business 90 58

Others Income 49 45

Total 2,342 2,153

2007 Revenue Structure

Revenue from Department Store Business 3.8%

Others Income 2.1%

Revenue from Property Development Business 94.1 %

2006 Revenue Structure

Revenue from Department Store Business 2.7%

Others Income 2.1%

Revenue from Property Development Business 95.2%


Analysis of Financial Status and Operating Results

The selling and administration expenses in 2007 were THB 447.41 million, equivalent to 19.5% of

the revenue from sales. It decreased from 20.3% of sale in 2006.

Financial status

Total assets of the Company and its subsidiaries as at December 31, 2007 was THB 6,162.81

million, increasing by THB 579.31 million relatively to 2006. Main compositions of total assets were

the real estate development cost THB 4,040.33 million, property plant and equipment THB 602.49

million, Unbilled completed work THB 425.91 million, and cash and cash equivalents THB 307.26

Million. The increase of total assets of the Company and its subsidiaries was contributed by the

growth in real estate development cost, due to acquiring several pieces of land on, Pattanakarn

Road, Soi Aree, and Soi Sukhumvit 63, to develop more of horizontal residences and condominiums.

Another contribution on increasing total assets was the unbilled completed work from the progress

of condominium projects, Noble Remix, Noble Solo, and Noble Ambience Sarasin.

Total liabilities as of December 31, 2007 was THB 2,938.84 million, up by THB 429.00 million with

the major factors from investment in land and progressive condominium project construction.

The debt to equity ratio and the net debt to equity ratio as of December 31, 2007 were 0.91, and

0.82, respectively. Net debt to equity ratio in 2007 was higher than the one in 2006, which was

Operating results

In 2007, the Company witnessed the revenue from sales of THB 2,292.77 million, which is up

8.8%, comparing to the year previous, generated net profit of THB 246.16 million. In 2006, The

Company had revenue from sales of THB 2,108.18 million, with the net profit of THB 301.81 million.

The operating results breakdown is below:

The revenue from sales in 2007 was increased from 2006 by THB 184.59 million, contributed by

the increase of revenue from real estate development business THB 152.63 million and the increase

of reve

Documents

Noble 07