8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 16, 2008

NOBLE INTERNATIONAL, LTD.

(Exact name of registrant as specified in its charter)

Delaware	001-13581	38-3139487
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

840 West Long Lake Road, Suite 601 Troy, Michigan	48098
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number including area code: (248) 519-0700

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 .425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.05 Amendments to the Registrants Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On July 16, 2008 the Board of Directors (“Board”) of Noble International, Ltd. (the “Company”) adopted a new Conduct Policy on Business Ethics and Compliance with Laws (“Code of Ethics”) that applies to the Company’s officers, directors and associates. The Board’s adoption of the Code of Ethics replaces the Company’s previous code of ethics policy. However, the adoption of the Code of Ethics did not result in any waivers, explicit or implicit, of any provision of the Company’s previous code of ethics policy.

A copy of the Code of Ethics is attached to this Current Report on Form 8-K as Exhibit 14.1, and is incorporated by reference into this Item 5.05.

Item 7.01 Regulation FD Disclosure

On July 17, 2008, the Company will hold its 2008 Annual Meeting of Shareholders (the “Annual Meeting”). At or upon conclusion of the Annual Meeting, Tom Saeli, the Company’s Chief Executive Offer, intends to make a presentation to investors that will include certain financial and strategic matters of the Company (the “Investor Presentation”). A copy of the intended Investor Presentation is included as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Safe Harbor Statement: Certain statements in the Investor Presentation are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include but are not limited to statements addressing operating performance, events or developments that we believe or expect to occur in the future, including those that discuss strategies, goals, outlook or other non-historical matters, or which relate to future sales or earnings expectations, cost savings, awarded sales, volume growth, earnings or a general belief in our expectations of future operating results, are forward-looking statements are made on the basis of management’s assumptions and estimations when made and speak only as of the date thereof. As a result, there can be no guarantee or assurance that these assumptions and expectations will in fact occur. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “would,” or “will” or variations of such words and similar expressions may identify such forward-looking statements. The forward-looking statements are subject to risks and uncertainties that may cause actual results to materially differ from those contained in the statements. Some, but not all of the risks, include our ability to obtain future sales; our ability to successfully integrate acquisitions; changes in worldwide economic and political conditions, including adverse effects from terrorism or related hostilities including increased costs, reduced production or other factors; costs related to legal and administrative matters; our ability to realize cost savings expected to offset price concessions; inefficiencies related to production and product launches that are greater than anticipated; changes in technology and technological risks; increased fuel costs; work stoppages and strikes at our facilities and that of our customers; the presence of downturns in customer markets where the Company’s goods and services are sold; financial and business downturns of our customers or vendors; and other factors, uncertainties, challenges, and risks detailed in Noble’s public filings with the Securities and Exchange Commission. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Noble does not intend or undertake any obligation to update any forward-looking statements.

2

The information contained in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On July 16, 2008, the Company announced that its Board of Directors decided to suspend the payment of dividends on the Company’s common stock, effective immediately. A copy of the press release announcing the dividend suspension is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01. Financial Statement and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Exhibits. The following exhibits are being furnished herewith:

14.1	Noble International, Ltd. Conduct Policy on Business Ethics and Compliance with Laws.
99.1	Investor Presentation, July 17, 2008
99.2	Noble International, Ltd. Press Release dated July 16, 2008.

3

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NOBLE INTERNATIONAL, LTD.,
	a Delaware corporation
	(registrant)
July 16, 2008	By:	/s/ Andrew J. Tavi
		Andrew J. Tavi
		Vice President, General Counsel and Secretary

4

EXHIBIT INDEX

No.	Description of Exhibit
14.1	Noble International, Ltd. Conduct Policy on Business Ethics and Compliance with Laws.
99.1	Investor Presentation, July 17, 2008
99.2	Noble International, Ltd. Press Release dated July 16, 2008

5

EX-14.1

Exhibit 14.1

NOBLE INTERNATIONAL, LTD.

Conduct Policy on Business Ethics and Compliance With Laws

Purpose

The Board of Directors of Noble International, Ltd. (“Noble” or the “Company”) has adopted a Conduct Policy on Business Ethics and Compliance with Laws (the “Conduct Policy”). The Conduct Policy seeks to demonstrate the Company’s commitment to legal compliance and high ethical conduct, as well as the “tone at the top” that applies to Noble associates, officers and directors at every level. These policies are also a general guide to the Company’s standards of business practice and legal compliance.

Governing Principle

The actions of Noble and our associates, officers and directors are governed by the fundamental principle that ethics and business are inseparable. The Company’s business objectives can only be achieved by adherence to the highest ethical standards, and compliance with all local laws and regulations applicable to our business around the world. All business and functional units are required to ensure that Covered Persons (defined below) receive, understand, and comply with the laws, regulations and standards that govern their areas of business responsibility. Any suspected compliance lapses should be reported to a supervisor who, in turn, shall ensure that full compliance is restored, as appropriate.

Covered Persons and Entities

Covered Persons: This Conduct Policy covers all Noble associates, officers and directors (“Covered Persons”); it may also cover Noble’s agents and intermediaries to the extent practicable, and in compliance with local laws.

Covered Entities: This Conduct Policy applies to Noble and its subsidiaries, affiliates, partnerships and other businesses over which the Company has control (“Covered Entities”), including the associates, officers and directors of the Covered Entities. Noble shall exercise its power and authority as a shareholder or participant to cause this Conduct Policy or the principles articulated in this Conduct Policy to be adopted and implemented, as practicable and in compliance with applicable local laws.

Vendors: Vendors are expected to adhere to the highest ethical standards while working on Noble’s behalf. Vendors are also required to read and comply with the Conduct Policy, and provide training for their employees and representatives to ensure that they are aware of Noble’s expectation regarding their conduct, to the extent possible, and subject to local law requirements.

Noble International, Ltd. Conduct Policy

July 2008

Notice

All Covered Persons are responsible for understanding and complying with this Conduct Policy, applicable laws and regulations, and other Noble policies. Covered Persons are also responsible for raising compliance and ethics concerns through the Company’s established channels, as discussed herein and in other Company policies. Failure to read and/or acknowledge this Conduct Policy does not exempt a Covered Person or Entity from having the responsibility to comply with this Conduct Policy, applicable laws, regulations, and the Noble policies related to a particular job or function.

Conflicts of Interest

Conflicts Generally: No Covered Person may have a personal, financial or family interest that could in any way prevent the individual from acting in the best interests of Noble. All Covered Persons must be sensitive to appearances of conflicts of interest as well as to actual or potential conflicts of interest. Actual or potential conflicts of interest can take many forms including, for example, employment, consulting or agency relationships, business investments, receipt of improper personal benefits, and competition with Noble. All actual or potential conflicts of interest must be reported to management promptly.

Gifts & Entertainment: No associate, officer or Board member may offer or accept a gift or participate in entertainment the appearance or effect of which may be viewed as creating a conflict of interest. Noble encourages the use of good judgment, discretion, and moderation when giving and accepting gifts or entertainment in business settings. Gift giving and entertainment practices may vary in different cultures; however, any gifts and entertainment given or received must be in compliance with law, must not violate the giver’s and/or receiver’s policies on the matter, and be consistent with local custom and practice. Noble associates, officers and Board members do not solicit gifts, entertainment, or favors of any value from persons or firms with which Noble actually or potentially does business. In addition, Noble associates, officers and Board members may not act in a manner that would place any vendor or customer in a position where he/she may feel obligated to make a gift, provide entertainment, or provide personal favors in order to do business or continue to do business with Noble.

Conflict Waivers: Any conflict of interest waiver relating to directors or Executive Officers may only be made after review and approval by the Board upon the recommendation of its Governance and Nominating Committee. Any such waiver must be publicly disclosed to the extent required by law. Noble associates in doubt about a potential conflict should immediately contact a supervisor, manager, another member of management, or a member of Noble’s Office of General Counsel.

Corporate Opportunities

Covered Persons are prohibited from taking for themselves business opportunities that come to their attention as a result of their position with Noble. Such opportunities belong to Noble and may not be used by Covered Persons for personal gain unless first offered to Noble, rejected by it, and subsequently approved by Noble for use by the Covered Person.

2	Noble International, Ltd. Conduct Policy
	July 2008

Financial Integrity

Financial Systems: Noble shall make and keep books, records, and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of Noble’s assets. Noble shall also devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that:

(i) transactions are executed in accordance with management’s general or specific authorization;

(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and all local, state, or federal laws or other criteria applicable to such statements;

(iii) access to assets is permitted only in accordance with management’s general or specific authorization; and

(iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

All Covered Persons shall undertake to ensure that transactions are executed in accordance with management’s general or specific authorization; are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and in compliance with all applicable local and national laws.

Prohibited Entries, Payments, and Transactions: Noble prohibits:

(i) the establishment of unrecorded funds;

(ii) false entries or entries that obscure the purpose of the underlying transaction;

(iii) payments by Covered Persons, on behalf of Noble, with the intention or understanding that any part of such payment is for a purpose other than that described by the documents supporting the payment.

(iv) the use of funds or assets of Noble to make any payment for any unlawful purpose or to influence or attempt to influence improperly any other person.

Covered Persons are also required to refer to and follow the “Company’s Procedures for Receipt, Retention and Handling of Accounting, Internal Controls or Audit-Related Complaints” that is incorporated into this Conduct Policy by reference. It is available for all to read on the Noble intra-company website (at website address: http://noblepoint/default.aspx).

3	Noble International, Ltd. Conduct Policy
	July 2008

Inside Information

In the course of doing business for Noble, or in discussions with its customers, vendors, or partners, Covered Persons may become aware of “material” non-public information about that organization or Noble. Non-Public information that may be considered “material” to investors and others shall be disclosed to the public only by an authorized Noble representative. Information may be considered “material” if there is a substantial likelihood that a reasonable investor would consider it important in making a decision to trade in the public securities of the company. Until such disclosure is made, such information, often referred to as “inside information,” shall be retained in strict confidence.

Specifically, Covered Persons shall not:

(i) disclose inside information to any outside person or group until the information has been publicly released;

(ii) disclose inside information to any other Covered Person except on a strict need-to-know basis,

(iii) buy or sell the public securities of a company, including Noble, on the basis of such information; or

(iv) take any economic or personal advantage of any such information, such as buying or selling stock or other securities of Noble or of any other Noble which the inside information may pertain.

Covered Persons are also required to refer to and follow the “Insider Trading Policy” that is incorporated into this Conduct Policy by reference. It is available for all to read in the Noble intra-company website (at website address: http://noblepoint/default.aspx).

Conduct Policy Guidelines for Certain Business and Operational Activity

The Company’s business is dynamic and ever-expanding. As we move into new markets and overseas locations, all Covered Persons, wherever located, should be mindful of the following specific business Conduct Policy guidelines, subject to local law requirements.

International Business Activities: Noble is an international company, and our business operations are subject to the laws of many different countries and jurisdictions. Noble Covered Persons doing business internationally must comply with applicable laws and regulations and uphold this Conduct Policy at all times. Cultural difference or local laws and customs may require a different interpretation of this Conduct Policy. If you are unsure of how to interpret or comply with this Conduct Policy at any given time, consult your supervisor (who should consult the Office of the General Counsel), or the Office of the General Counsel directly, before taking any action. Noble will comply with applicable U.S. laws and regulations that govern its operations, as well as national and local laws wherever it does business, as appropriate.

4	Noble International, Ltd. Conduct Policy
	July 2008

Regulatory Compliance: Covered Persons and Covered Entities are responsible for being aware of and obeying the laws and regulations that govern the global operation of Noble’s business, including laws related to health, safety, or the environment, information privacy, competition law, anti-terrorism laws, or criminal laws, among others. Covered Persons are responsible for understanding these laws and regulations as they apply to their jobs and for preventing, detecting, and reporting instances of non-compliance to the Office of the General Counsel, at email address: GeneralCounsel@nobleintl.com. You may also report such non-compliance to a supervisor, or a member of Noble Management Team or Human Resources.

Sensitive Payments: Noble, and its Covered Entities and Covered Persons, must not offer, promise, authorize, give, or pay a bribe or anything of value to an official, directly or indirectly, in order to obtain or maintain business for the Company, or in order to secure an improper advantage for the Company. Bribery of an official in order to induce that official to use or misuse his or her position to help achieve Noble business, licensing, tax, or regulatory objectives, among other improper purposes, is also strictly prohibited. We are all required to comply with applicable anticorruption and antibribery laws, including the U.S. Foreign Corrupt Practices Act, as well as local and national anticorruption and antibribery laws. If you are uncertain about whether a payment or benefit to an official violates this Conduct Policy, before proceeding, please send an email inquiry to the Office of the General Counsel at email address: GeneralCounsel@nobleintl.com.

Employment and Labor Laws and Policies: All employment at or with Noble must be in compliance with all applicable laws and regulations, including those concerning hours, compensation, opportunity, human rights and working conditions. Noble strictly prohibits discrimination or harassment against any Covered Person on the basis of race, color, religion, gender, sexual orientation, national origin, age, disability, veteran’s status or any other status protected by applicable law. Covered Persons are also required to refer to and follow the “Policy on Harassment” that is incorporated into this Conduct Policy by reference. It is available for all to read in the Noble intra-company website (at website address: http://noblepoint/default.aspx).

Safe Workplace: It is also the Conduct Policy of Noble that all associates work in a clean, orderly, and safe environment. In the interest of maintaining a safe and healthy workplace, Noble requires full compliance with all applicable local and national workplace safety and health regulations, as well as relevant safe workplace practices.

Environmental Laws and Regulations: Noble respects the environment and requires all Covered Persons to demonstrate their commitment to a healthy and safe environment in the conduct of our operations, facilities and offices around the world. The Company and Covered Persons must comply with all applicable laws and regulations regarding the use and preservation of our land, air, and water in all the locations in which we operate.

Antitrust and Competition Laws: It is the Conduct Policy of Noble to comply with the competition or antitrust laws of each country or region in which its companies do business. No Covered Person shall engage in anti-competitive conduct in violation of any such antitrust or competition laws or rules. Violation of applicable competition and antitrust laws result in severe

5	Noble International, Ltd. Conduct Policy
	July 2008

penalties and sanctions for corporate violators and individuals. You must consult the Office of the General Counsel at GeneralCounsel@nobleintl.com, if you believe that you have uncovered a violation of this Conduct Policy, or if you are uncertain about how the Company’s Conduct Policy against anti-competitive business dealings and actions should be interpreted.

Noble Compliance Program

Administration: Noble’s Office of General Counsel is responsible for the overall administration of this Conduct Policy and for providing associates with resources and materials to assist them in conducting their business activities in a legal and ethical manner. In administering the program, the Office of General Counsel works closely with SOX, Finance, Human Resources, Internal Audit, and each Noble business unit to ensure that this Conduct Policy is communicated to all relevant parties, training is provided based on business unit risks, and the Conduct Policy is complied with, enforced, and updated, as necessary. Compliance with the Conduct Policy by Covered Persons and Covered Entities, as well as the adequacy of the Conduct Policy, shall be tested not less than every three (3) years by an independent ethics and compliance consultant with oversight by the General Counsel.

Compliance Program Components: The Office of the General Counsel shall appoint a Noble Compliance Committee who will work with the Office of the General Counsel to administer the Conduct Policy, and who have expertise on issues relating to the management of the Conduct Policy and the Company’s compliance program. The Compliance Committee shall meet not less than three (3) times per year. The Noble Compliance Committee shall provide reports to the Noble Board of Directors at least annually on the results of administering this Conduct Policy and any issues uncovered and addressed by the Compliance Committee. The Compliance Committee shall strive to ensure that Noble devotes adequate resources for the prevention, detection and punishment of violations of this Conduct Policy or violations of law. The Compliance Committee shall devise a plan for communicating the Conduct Policy and other Company policies and procedures, and ensure that it is implemented. The Compliance Committee shall recommend and facilitate any training for relevant Covered Persons and Covered Entities, based on the nature and operational risks associated with the Noble business unit or operation involved. The Chairman of the Compliance Committee shall report directly to the General Counsel, and to the Audit Committee of the Board of Directors.

Compliance Program Development Mechanisms: In consultation with the Compliance Committee, each Noble business unit shall assess the significant compliance risks related to its business and help establish such specific practices, policies and procedures for their business units and facilities as are necessary to adequately prevent and detect noncompliance with the requirements of the Conduct Policy. Pursuant to the specific, risk-based practices, policies, and procedures established with the input by the business units, the following shall apply:

(i) there shall be no delegation of authority to any individual with a known propensity to engage in illegal activities;

(ii) reasonable steps shall be taken to train Covered Persons regarding compliance standards and procedures;

6	Noble International, Ltd. Conduct Policy
	July 2008

(iii) there shall be monitoring and auditing programs that are reasonably designed to detect illegal conduct by Covered Persons, and a local reporting system under which violations can be reported, as appropriate and permitted in compliance with local law;

(iv) appropriate disciplinary action shall be taken against those Covered Persons who violate this Conduct Policy; and

(v) if a violation is detected, Noble or the relevant business unit shall take reasonable corrective and remedial measures, as warranted, and permitted under applicable laws.

Board Level Approval

This Conduct Policy is endorsed and approved by Noble’s Board of Directors. The Board of Directors and Senior Management are responsible for ensuring that Noble and all affected and covered parties comply with this Conduct Policy.

Internet and Intranet Access

This Conduct Policy, other appropriate Company policies, as well as the “Procedures for Receipt, Retention, and Handling of Accounting, Internal Controls or Audit-Related Complaints” are also available on the internet at www.nobleintl.com, for public reference, as required.

Enforcement and Disclosure

Violations of this Conduct Policy cannot and will not be tolerated. Penalties for such violations may include disciplinary action up to and including termination of employment, subject to local and national law requirements and rules. As appropriate and required by applicable laws, Noble, in consultation with its General Counsel, shall make appropriate legal assessments to determine if a disclosure to relevant regulatory and enforcement authorities is required or warranted by the Company with respect to a violation of this Conduct Policy.

Reporting Methods

Subject to the requirements of local or national laws, any Covered Person who suspects a violation or potential violation of this Conduct Policy is urged to confidentially report that information, in good faith, to a supervisor, or the Office of the General Counsel at website address: GeneralCounsel@nobleintl.com. Subject to the requirements of local and national laws, the Covered Person should also refer to “Noble’s Procedures for Receipt, Retention, and Handling of Accounting, Internal Controls or Audit-Related Complaints” (available at Noble’s website address: http://noblepoint/default.aspx). Any associate may also submit information regarding questionable accounting or auditing matters to the Office of the General Counsel at GeneralCounsel@nobleintl.com.

7	Noble International, Ltd. Conduct Policy
	July 2008

Non-Electronic Reporting: Reporting of a concern or suspected violation of this Conduct Policy is available for those Covered Persons who do not have access to a computer or email. The procedure for non-electronic or non-email reporting is the following:

• send a letter in an envelope marked “Confidential Report” to the attention of the General Counsel at Noble’s U.S. corporate headquarters (address available on Noble’s website address: http://noblepoint/default.aspx);

• send a fax with the attached written summary of the report, marked “Confidential Report”, to the attention of the General Counsel (at the fax number listed on Noble’s website address: http://noblepoint/default.aspx);

• where a hotline or helpline is permitted by the local law and available, call the telephone number set forth in Noble’s Whistleblower Policy (and available on Noble’s website address: http://noblepoint/default.aspx).

Confidentiality: Noble will handle all inquiries and reports under this Conduct Policy discreetly and make every effort to maintain, within the limits allowed by all applicable laws, the confidentiality of anyone requesting guidance or reporting a violation or potential violation.

Retaliation

Any retaliation, threatened retaliation, vindictiveness, or discrimination against any Covered Person who, in good faith, reports a violation or suspected violation of this Conduct Policy, is strictly prohibited. Covered Persons who knowingly make a false report of a possible violation for the purpose of maliciously harming another individual, may be subject to appropriate disciplinary action from Noble, subject to applicable local law requirements.

Employment

This Conduct Policy is not intended to and does not create an employment contract, and does not create any contractual rights between Noble and Covered Persons or create any express or implied promise for specific treatment in specific situations. A Covered Person’s employment relationship with Noble can be terminated at any time for any reason with or without cause, unless otherwise required by local laws outside the United States or a written contract signed by an authorized Noble representative.

Modification

Noble reserves the right, in its sole discretion, to modify or eliminate any of the contents of this Conduct Policy without prior notice, subject to local law and national law requirements. It is the responsibility of every Covered Person to be aware of the current version of this Conduct Policy and follow it.

8	Noble International, Ltd. Conduct Policy
	July 2008

EX-99.1

1

Information

provided

in

this

presentation

represents

confidential

and

privileged

information

of

Noble

International,

Ltd.

and

may

not

be

distributed

without

express

permission

of

an

authorized

representative

of

Noble

International,

Ltd.

Annual Shareholder Meeting

Annual Shareholder Meeting

July 17, 2008

July 17, 2008

Tom Saeli –

Chief Executive Officer

Exhibit 99.1

2

Information

provided

in

this

presentation

represents

confidential

and

privileged

information

of

Noble

International,

Ltd.

and

may

not

be

distributed

without

express

permission

of

an

authorized

representative

of

Noble

International,

Ltd.

Noble International in a Changing Environment

Noble Transformation

Industry Trends and Challenges –

How Noble Responds

ArcelorMittal

Relationship

3

Information

provided

in

this

presentation

represents

confidential

and

privileged

information

of

Noble

International,

Ltd.

and

may

not

be

distributed

without

express

permission

of

an

authorized

representative

of

Noble

International,

Ltd.

Who are we?

World’s largest supplier of Laser Welded Blanks (LWB)

Leading supplier of Roll Formed products

Global footprint

23 manufacturing facilities in 12 countries spanning 4 continents

Designs and builds custom-made Laser Welding systems

4

Information

provided

in

this

presentation

represents

confidential

and

privileged

information

of

Noble

International,

Ltd.

and

may

not

be

distributed

without

express

permission

of

an

authorized

representative

of

Noble

International,

Ltd.

Recent Growth Focused on Diversification

$0

$200

$400

$600

$800

$1,000

$1,200

1986

1990

1995

2000

2005

2007

Develop North American

LWB Market and Customers

Globalization &

Diversification

5

Information

provided

in

this

presentation

represents

confidential

and

privileged

information

of

Noble

International,

Ltd.

and

may

not

be

distributed

without

express

permission

of

an

authorized

representative

of

Noble

International,

Ltd.

Global Footprint

(4 in Michigan)

6

Information

provided

in

this

presentation

represents

confidential

and

privileged

information

of

Noble

International,

Ltd.

and

may

not

be

distributed

without

express

permission

of

an

authorized

representative

of

Noble

International,

Ltd.

Detroit 3

83%

Other

17%

Customer Diversification

No single customer is > 17% of Noble’s

annual revenue.

Before Combination

Today

Source:  Company Management

Nissan-Renault

6%

Peugeot (PSA)

13%

Volkswagen

15%

Ford (EU)

6%

Other

9%

Detroit 3

47%

GM (EU)

4%

7

Information

provided

in

this

presentation

represents

confidential

and

privileged

information

of

Noble

International,

Ltd.

and

may

not

be

distributed

without

express

permission

of

an

authorized

representative

of

Noble

International,

Ltd.

Geographic Diversification

Today

Source:  Company Management

Noble’s revenue base is spread evenly

between North America & Europe.

USA

67%

Canada

19%

Mexico

11%

Other

3%

Europe

45%

USA

36%

Canada

11%

Mexico

6%

Other

2%

Before Combination

8

Information

provided

in

this

presentation

represents

confidential

and

privileged

information

of

Noble

International,

Ltd.

and

may

not

be

distributed

without

express

permission

of

an

authorized

representative

of

Noble

International,

Ltd.

Platform Penetration

2007 Production

Noble

Nameplate

(units)

Content

1

Chevrolet Silverado

549,139

2

Ford F-Series Lt. Duty

509,510

3

Toyota Camry

447,934

4

Honda Civic

402,406

5

Honda Accord

382,654

6

Toyota Corolla

359,491

7

Nissan Altima

338,609

8

Chevrolet Impala

315,114

9

Ford F-Series Super Duty

294,517

10

Volkwagen Bora

272,054

11

Toyota Tundra

240,101

12

Chevrolet Cobalt

226,314

13

Ford Escape

209,774

14

Dodge Caravan

209,135

15

Dodge Ram Pickup Heavy Duty

207,389

16

GMC Sierra

203,478

17

Dodge Ram Pickup Lt. Duty

198,224

18

Honda Odyssey

196,043

19

Toyota Tacoma

192,425

20

Ford Focus

191,115

Source:  Automotive News Data Center and Company Management

Top 20 light vehicles in the United States

2007 Production

Noble

Nameplate

(units)

Content

1

Ford Focus C307

529,461

2

Volkswagen Golf VW350/360

501,572

3

BMW 3 Series E90

498,843

4

Opel Astra A3300

488,642

5

Peugeot 207 A7

482,911

6

Opel Corsa S4400

479,375

7

Ford Fiesta B256/B257

426,865

8

Volkswagen Passat VW461/2

395,493

9

Renault Clio BC85

351,074

10

Fiat Grande Punto 199

339,737

11

Volkswagen Polo VW240

329,665

12

Audi A4 AU461/2

282,640

13

Renault Megane X84

280,435

14

Renault Scenic J84

268,519

15

Toyota Yaris 970M/980M

263,203

16

Fiat New Panda 169

260,695

17

VAZ 2104 Range

254,612

18

Ford Transit V347/348

243,312

19

BMW 5 Series E60

237,356

20

Mercedes-Benz C-Class W204

235,623

Source:  Automotive News Data Center and Company Management

Top 20 light vehicles in Europe

Noble supplies 70% of the top 20 light vehicle platforms in

North America & Europe.

9

Information

provided

in

this

presentation

represents

confidential

and

privileged

information

of

Noble

International,

Ltd.

and

may

not

be

distributed

without

express

permission

of

an

authorized

representative

of

Noble

International,

Ltd.

Automotive Industry:

Trends & Challenges

10

Information

provided

in

this

presentation

represents

confidential

and

privileged

information

of

Noble

International,

Ltd.

and

may

not

be

distributed

without

express

permission

of

an

authorized

representative

of

Noble

International,

Ltd.

Auto Industry Evolution

Competitive and regulatory pressure to build lighter but safer vehicles

CAFE standards

Crash standards

Emission standards / environment concerns

Rising commodity prices

Steel prices

60% over the past four years

Fuel prices

OEMs producing more global platforms

One design produced in multiple locations around the world

Requirements of suppliers with a global footprint

Noble’s products and technologies address the

automotive industry’s challenges.

11

Information

provided

in

this

presentation

represents

confidential

and

privileged

information

of

Noble

International,

Ltd.

and

may

not

be

distributed

without

express

permission

of

an

authorized

representative

of

Noble

International,

Ltd.

Mega Global Platforms

Definition

A common design manufactured in more than one region of the world

More than one million vehicles produced per year

Mega Global Platforms growing at 7.3% annually; all other vehicles at 2.4%

All Other

Platforms

74%

Global Platforms

26%

Global Platforms

30%

All Other

Platforms

70%

2008

2013

Growth

in

Mega

Global

Platforms

will

increase

need

for

global suppliers.

12

Information

provided

in

this

presentation

represents

confidential

and

privileged

information

of

Noble

International,

Ltd.

and

may

not

be

distributed

without

express

permission

of

an

authorized

representative

of

Noble

International,

Ltd.

Global Vehicle Production (72M Expected for 2008)

10%

10%

22%

22%

15%

15%

22%

22%

9%

9%

22%

22%

% Today’s

Total

11%

11%

Rest of World

17%

17%

North America

10%

10%

Japan

38%

38%

Asia/Pacific    

(excluding Japan)

10%

10%

Eastern Europe

14%

14%

Western Europe

% Total in

2022

15 Year 

Trend

Region

Growth will occur in Asia/Pacific (excl. Japan) and

Eastern Europe.

Source:  JD Power & Associates

13

Information

provided

in

this

presentation

represents

confidential

and

privileged

information

of

Noble

International,

Ltd.

and

may

not

be

distributed

without

express

permission

of

an

authorized

representative

of

Noble

International,

Ltd.

North American Environment Extremely Challenging

Weak Economy

Fuel prices, banking issues, unemployment trends        Less auto demand

generally, in particular for SUVs and Trucks

Weak economy hurts GM, Ford, Chrysler turnaround plans

GM July 15

announcement to generate $15 Billion in cash through 2009:

Personnel reductions, change in retiree benefits, delayed UAW payments

Further reductions in Truck volumes

Reduced discretionary sales/marketing spending

Suspended dividend

Capital spending reductions

Tighter working capital management

th

14

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provided

in

this

presentation

represents

confidential

and

privileged

information

of

Noble

International,

Ltd.

and

may

not

be

distributed

without

express

permission

of

an

authorized

representative

of

Noble

International,

Ltd.

19.1% Reduction

31.1% Reduction

2008 North American Light Vehicle Production

8

9

10

11

12

13

14

15

16

17

18

Qtr1-

05

Qtr2-

05

Qtr3-

05

Qtr4-Qtr1-

05

06

Qtr2-

06

Qtr3-

06

Qtr4-

06

Qtr1-

07

Qtr2-Qtr3-

07

07

Qtr4-

07

Qtr1-

08

Qtr2-

08

North America

"Big 3"

15

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provided

in

this

presentation

represents

confidential

and

privileged

information

of

Noble

International,

Ltd.

and

may

not

be

distributed

without

express

permission

of

an

authorized

representative

of

Noble

International,

Ltd.

Noble Negatively Affected by Regional Volatility

Automotive Production 2008 v. 2007

Europe:

Overall volumes up slightly, particularly in Eastern Europe.

Asia:

Noble’s active markets, particularly China and India, up over 13%.

North America:

Production volumes volatile.

2008 original projections of 15.3M units.

Production volumes now projected at 13.9M units.

Largest volume declines from Ford, GM and Chrysler.

Reduces

Noble

North

America

revenues

by

<

$100M

compared

to

2007.

16

Information

provided

in

this

presentation

represents

confidential

and

privileged

information

of

Noble

International,

Ltd.

and

may

not

be

distributed

without

express

permission

of

an

authorized

representative

of

Noble

International,

Ltd.

Noble Responding Aggressively to Market Conditions

Conserving Cash

Dividends suspended -

$7.6M annual savings

Capital spending reduced through launch activity

Cash Generation -

<

$30M YTD

Sale

of

non-core

assets

(i.e.

SET

Enterprises)

-

$3.5M

Working capital management (inventory, past due AR)

Plant Rationalizations -

<

$11M annualized savings in 2009

Closure of two US facilities

Restructuring of two contract manufacturing operations in Europe

Operating Efficiencies (scrap, quality, labor, etc.) -

<

$12M savings in 2009

Overhead Reductions -

$1.5M annualized YTD

Investing in Growing Markets & Opportunities (i.e. China, Thailand, India, Slovakia)

Management Focused on Cash Generation, Expense Reduction.

17

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confidential

and

privileged

information

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Noble

International,

Ltd.

and

may

not

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distributed

without

express

permission

of

an

authorized

representative

of

Noble

International,

Ltd.

ArcelorMittal

& Noble International

18

Information

provided

in

this

presentation

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confidential

and

privileged

information

of

Noble

International,

Ltd.

and

may

not

be

distributed

without

express

permission

of

an

authorized

representative

of

Noble

International,

Ltd.

ArcelorMittal Snapshot

Largest steel company in the world

Operations in 60 countries

2007 financial information

$105 billion of revenues

$19.4 billion of EBITDA

#1 market share in every region of the world except Asia

Automotive R&D spend of $65 million per year

World’s #1 steel company is Noble’s strategic

partner and largest shareholder.

19

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in

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presentation

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confidential

and

privileged

information

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Noble

International,

Ltd.

and

may

not

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distributed

without

express

permission

of

an

authorized

representative

of

Noble

International,

Ltd.

ArcelorMittal Relationship Timeline

August 2007

ArcelorMittal

becomes a 40% shareholder in Noble via Tailored Blank Arcelor

transaction.

March 2008

ArcelorMittal

invests additional $50 million in Noble via convertible notes.

Five year term; 6% fixed coupon; conversion floor of $10.40 per share.

April 2008

ArcelorMittal

acquires additional 2.4 million shares from Noble’s founder and

then Chairman, Robert Skandalaris.

As a result, ArcelorMittal’s

ownership stake increased to <49.4%.

If conversion was exercised on convertible notes, ownership stake would be <58.5%.

May 2008

ArcelorMittal

invests additional €20 million in Noble via subordinated note in

Europe.

20

Information

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in

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presentation

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confidential

and

privileged

information

of

Noble

International,

Ltd.

and

may

not

be

distributed

without

express

permission

of

an

authorized

representative

of

Noble

International,

Ltd.

Benefits of ArcelorMittal

/ Noble Relationship

Combined

Research &

Application

Development

UHSS, Usibor®,

Ductibor®

Steel

Supply

Diverse

Customer

Base

Leading

Market Share in

North America,

Europe & China

Financial

Stability

Global Sales

Network

Combined

Research &

Application

Development

UHSS, Usibor®,

Ductibor®

Steel

Supply

Diverse

Customer

Base

Leading

Market Share in

North America,

Europe & China

Financial

Stability

Global Sales

Network

EX-99.2

Exhibit 99.2

Noble International Announces Suspension of Dividend

TROY, MI – JULY 16, 2008 – Noble International, Ltd. (NASDAQ: NOBL) (“Noble” or the “Company”) today announced that the Board of Directors, at its quarterly meeting on July 16, 2008, decided to immediately suspend the payment of dividends on the Company’s common shares.

Noble’s Chief Executive Officer, Thomas L. Saeli, commented, “the Noble Board has made the appropriate decision to suspend the Company’s dividend given the weak economic and automotive environments in North America. We believe that this action is in the best interest of both shareholders and the Company as it allows Noble to protect liquidity while giving management the necessary flexibility to continue making investments in high growth emerging markets. Suspension of our dividend is one of many cash generation and cost efficiency measures that we have undertaken this year to help offset lower production volumes. Other actions have included facility closures and restructuring, capital spending elimination, overhead and operating efficiencies, and working capital management. We have been working aggressively and will continue to do so to manage our cash and reduce operating expenses with the expectation of lower production volumes in North America for the foreseeable future. We hope to be in a position to consider resumed dividend payments when conditions are more favorable.”

SAFE HARBOR STATEMENT

Noble International, Ltd. is a leading supplier of automotive parts, component assemblies and value-added services to the automotive industry. As an automotive supplier, Noble provides design, engineering, manufacturing, program management and other services to the automotive market. Noble delivers integrated component solutions, technological leadership and product innovation to original equipment manufacturers (OEMs) and Tier I automotive parts suppliers thereby helping its customers increase their productivity while controlling costs.

Certain statements made by Noble International, Ltd. in this press release and other periodic oral and written statements, including filings with the Securities and Exchange Commission, are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, as well as statements which address operating performance, events or developments that we believe or expect to occur in the future, including those that discuss strategies, goals, outlook or other non-historical matters, or which relate to future sales or earnings expectations, cost savings, awarded sales, volume growth, earnings or a general belief in our expectations of future operating results, are forward-looking statements. The forward-looking statements are made on the basis of management’s assumptions and estimations. As a result, there can be no guarantee or assurance that these assumptions and expectations will in fact occur. The forward-looking statements are subject to risks and uncertainties that may cause actual results to materially differ from those contained in the statements. Some, but not all of the risks, include our ability to obtain future sales; our ability to successfully integrate acquisitions; changes in worldwide economic and political conditions, including adverse effects from terrorism or related hostilities including increased costs, reduced production or other factors; costs related to legal and administrative matters; our ability to realize cost savings expected to offset price concessions; inefficiencies related to production and product launches that are greater than anticipated; changes in technology and technological risks; increased fuel costs; work stoppages and strikes at our facilities and that of our customers; the presence of downturns in customer markets where the Company’s goods and services are sold; financial and business downturns of our customers or vendors; and other

factors, uncertainties, challenges, and risks detailed in Noble’s public filings with the Securities and Exchange Commission. Noble does not intend or undertake any obligation to update any forward-looking statements. For more information see www.nobleintl.com.

For more information contact:

Scott A. Kehoe

Treasurer

Noble International, Ltd.

(248) 519-0700