Clover Power Public Company Limited announced a private placement of Senior Unsecured Convertible Debentures with the conversion right to convert into the company?s ordinary shares in an aggregate principal amount of THB 500,000,000 on January 24, 2024. The company will gradually issue Convertible Debentures as the company will agree with investors on each occasion. The issuance of convertible debentures is subject to the completion of condition precedent, which include obtaining permission from the Securities and Exchange Commission and relevant agencies, and other related matters including terms and conditions of Convertible Debentures.

The period of the conversion is within 1 year after shareholder?s meeting approved the issuance. If the company did not issue all Convertible Debentures within 1 year, the Company may request a resolution of the shareholders' meeting to issue the unissued convertible debentures according to the company?s financial needs. The interest will be 2% per annum, provided that the interest will be paid on a quarterly basis from the date the Convertible Debentures was issued.

The term period of debentures is 3 years after the issuance date of the first Tranche. The Company will gradually issue Convertible Debentures as the Company will agree with investors on each occasion. The issuance of convertible debentures is subject to the completion of condition precedent, which include obtaining permission from the Securities and Exchange Commission and relevant agencies, and other related matters including terms and conditions of Convertible Debentures.

However, the period of the conversion is within 1 year after shareholder?s meeting approved the issuance. If the Company did not issue all Convertible Debentures within 1 year, the Company may request a resolution of the shareholders' meeting to issue the unissued convertible debentures according to the Company?s financial needs. The Convertible Debentures holders may or may not have rights to redeem the Convertible Debentures before its maturity date and/or the Convertible Debentures issuer may or may not have rights to redeem the Convertible Debentures before its maturity date too.

The redemption has to be followed by the terms and conditions of each Convertible Debentures in accordance with the rules, regulations, laws, and/or permissions from related authorized governmental agencies. The conversion price of Allocation of the newly issued ordinary shares, whether once or several times, not exceeding 309,248,801 shares with the par value of 0.50 Baht per share. In this regard, the allocation of newly issued ordinary shares to accommodate the exercise of conversion rights of the convertible debentures in the amount of 309,248,801 shares, representing 24.16% of all issued shares of the Company as of the Board of Directors' Meeting No.

2/2024 on 24 January 2024, when combined with the number of shares allocated to accommodate the exercise of all convertible securities of the Company, namely CV-W1 in the amount of 63,183,435 shares, which results in the total amount of 372,432,236 shares, representing 29.10% of all issued shares of the Company as of the Board of Directors' Meeting No. 2/2024, which is not exceeding 50% of all issued shares of the Company. As this issuance and offering of the Convertible Debentures is considered as an offering to no more than 10 specific investors within 4-month period as specified in the Notification of the Capital Market Supervisory Board No.

TorChor. 16/2565. Therefore, any transfer of convertible bonds throughout the term of the convertible bonds must be such that the number of convertible bond holders offered for sale in the private placement does not exceed 10 in any 4 months period in counting the number of convertible bonds.

Holders of the above convertible Debentures must count the total number of holders of convertible bonds offered for sale in a private placement and actual debenture holders, except by way of inheritance. The transaction will include participation from new investors Advance Opportunities Fund managed by Advance Capital Partners Asset Management Private Limited and Advance Opportunities Fund I managed by ZICO Asset Management Pte. Ltd. The company will issue raise not exceeding THB 150 million, divided into 15 sub-tranches, each sub-tranche THB 10 million baht in the first tranche, not exceeding THB 150 million, divided into 15 sub-tranches, each sub-tranche THB 10 million in second tranche and not exceeding THB 200 million baht, divided into 20 sub-tranches, each sub-tranche THB 10 million in third tranche.

The transaction has been approved by the shareholders of the company and is subject to Extraordinary general meeting of shareholders of the company to be held on February 8, 2024 and March 1, 2024.