Samart Digital : Issuance and offering of the Convertible Debentures No. 2

Attachment

Summary of the Important Terms and Conditions of the Convertible Debentures

Samart Digital Public Company Limited

Heading	Details
Convertible Debentures	Samart Digital Public Company Limited ("Company")
Issuer
Type of Convertible	Convertible Debentures with the conversion right to convert into the Company's
Debentures	ordinary shares, senior and unsecured (Senior Unsecured Convertible Debentures)
	("Convertible Debentures").
Currency	Baht

Total amount of principal of the Convertible Debentures

Not exceeding Baht 1,000,000,000 divided into 3 tranches, as follows:

1. Convertible Debentures Tranche 1 has the value of not more than Baht 200 million divided into 20 sets, Baht 10 million per set.
2. Convertible Debentures Tranche 2 has the value of not more than Baht 250 million divided into 25 sets, Baht 10 million per set.
3. Convertible Debentures Tranche 3 has the value of not more than Baht 250 million divided into 25 sets, Baht 10 million per set.
4. Convertible Debentures Tranche 4 has the value of not more than Baht 300 million divided into 15 sets, Baht 20 million per set.

Conditions of the Issuance of	The Company will gradually issue the Convertible Debentures by tranche, each
Convertible Debentures	tranche, respectively. In each issuance of the tranche of Convertible Debentures, the
	Company will gradually issue each set in each tranche according to the Company's
	financial needs. The issuance of convertible debentures is subject to the completion
	of the conditions precedent which are: Permission from the Securities and Exchange
	Commission and other relevant agencies, including the terms and conditions of the
	Convertible Debentures.
	However, the timeframe of the conversion is within 3 year after shareholder's meeting
	approved the issuance. If the Company did not issue all the Convertible Debentures within
	3 year, the Company may request a resolution of the shareholders' meeting to issue the
	unissued convertible debentures according to the Company's financial needs.
Interest Rate	0.50 percent per annum, provided that the interest will be paid on a quarterly basis
	from the date the Convertible Debentures was issued.
Maturity Period	3 years after the issuance of each Tranche

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Heading	Details
Payback Condition	Repay in lump sum after each due date of the specific Tranche according to the
	terms and conditions of the Convertible Debenture. In such, for each Tranche the
	maturity period is 3 years after the issuance.
Redeem Rights before Due	The Convertible Debentures holders may or may not have rights to redeem the
Date	Convertible Debentures before due date and/or the Convertible Debentures issuer
	may or may not have rights to redeem the Convertible Debentures before due date
	too. The redemption has to be followed by the terms and conditions of certain
	convertible debentures aligned with rules, regulations, laws and/or permissions from
	related authorized Governmental Bodies.
Conversion Ratio	Principle amount of the Convertible Debentures divided by the conversion price.

Conversion price

(origin and appropriateness of pricing or conversion rates)

Not lower than 90% of the market price, therefore it is not considered an offer for sale of newly issued shares at a price lower than the market price as prescribed in the Notification of the Capital Market Supervisory Board No. TorJor. 72/2558 Re: Approval of the issuance of newly issued shares to private placement ("Notification No. TorJor. 72/2558").

"Market Price" is calculated from the weighted average price of the Company's shares traded on the Stock Exchange of Thailand for at least 7 consecutive business days, but not more than 15 consecutive business days prior to the date the debenture holders exercise their conversion rights. The weighted average price is calculated from the volume weighted average price of the Company's shares for each consecutive business days ("Floating Conversion Price") in accordance with Notification No. TorJor. 17/2561 and Announcement No. SorJor. 39/2551. The market price will be calculated with two digit decimals while the conversion price will be calculated with three digit decimals.

However, if the above-calculated conversion price is lower than the current par value of the Company's shares, the Company shall issue additional compensation shares in a manner that complies with the calculation of all shares to be issued at par value, which are subjected to the conversion price.

Remarks:

1. If the ordinary shares resulted from the exercise of conversion rights of the Convertible Debentures has a conversion price of less than 90% of the market price at the date of conversion (the market price is calculated based on the weighted average price of the Company's shares traded on the Stock Exchange of Thailand for not less than 7 consecutive business days, but not more than 15 consecutive business days prior to the date that the convertible bond holders

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Heading	Details

exercise their conversion rights. The weighted average price is calculated from the closing price or volume weighted average price of the Company's shares for each consecutive business days). The Company has the duty to prohibit AO Fund and AO Fund 1 ("Investors") from exercising such conversion rights within 1 year from the date the investors receive such convertible securities (Silent Period). After the date the investor receives the convertible securities for a period of 6 months, the investors will be able to gradually sell the prohibited shares in the amount of 25% of the total number of shares prohibited in accordance with the rules prescribed in the Notification of the Stock Exchange of Thailand Re: Rules, Conditions and Procedures for Consideration of the Request for Ordinary Shares or Preferred Shares as for the capital increase as listed securities B.E. 2558 dated May 11, 2015 (including the amendment).

1. In the case that the accommodating shares are insufficient, the Company will follow the guideline in the topic "The event that the Company has to issue new shares to accommodate the change in the exercise of conversion rights".

Conversion Period	The Convertible Debentures holders may exercise their conversion	rights of the
	Convertible Debentures every day until the close of business hours 1	week prior to
	the Convertible Debenture maturity date.

Number of ordinary shares accommodated for conversion

In the case that all existing warrants are converted (which shareholders already approves last EGM)

2,213,029,597 shares (equivalent to 12.90% of all the Company's paid-up shares of the Company after completion of the registration of paid-up capital on the assumption that all convertible debentures and warrants are fully exercised)

Remarks:

The number of shares accommodated for this offering of convertible debentures are 2,213,029,597 shares and the number of shares accommodated for warrants are 1,731,043,303 shares. The total number of shares accommodated for the convertible debentures and warrants are 3,944,072,900 shares, which is equivalent to 23.00 % of all paid-up shares of the Company after completion of the registration of paid-up capital on the assumption that all convertible debentures and warrants are fully exercised.

Secondary market for ordinary shares as a result of the conversion

The Company shall arrange to list the ordinary shares issued as a result of the conversion on the Stock Exchange of Thailand or any exchange that the Company's securities are listed on.

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Heading		Details
Restrictions on transfer of	As this issuance and offering of the Convertible Debentures is considered as an
the Convertible Debentures	offering to no more than 10 specific investors within 4-month period as specified in
	the Notification of the Capital Market Supervisory Board No. TorJor. 17/2561 Re:
	Application for and Approval of the Offering for Sale of Newly Issued Debt
	Instruments ("Notification No. TorJor. 17/2561"). Therefore, the transfer of the
	Convertible Debentures to any person at any time throughout its tenure shall not
	cause the number of the holders to exceed 10 specific investors within 4 month
	period, provided that the number of the holders shall be calculated from actual
	investors holding the Convertible Debentures on private placement basis (whether
	such investors hold the newly issued convertible debentures or receive the
	convertible debenture from the transfer by any existing Convertible Debentures
	holders), except by way of inheritance.
Allocation Method	Allocated by private placement, once or several times, to Advance Opportunities
	Fund (AO Fund) and Advance Opportunities Fund 1 (AO Fund 1), who are investors
	pursuant to	Clause 4 (10) of the Notification	of	the	Securities	and	Exchange
	Commission	KorJor. 4/2560 Re: Determination	of	the	Definitions	of	Institutional
	Investor, Ultra-high Net Worth Investor and High Net Worth Investor. This offering of
	the Convertible Debentures is in accordance	with	Clauses 43	and	56 of the
	Notification No. TorJor. 17/2561.
The event that the Company	The Company may register the increase in capital to accommodate the conversion by
has to issue new shares to	the resolution of shareholders' meeting or compensate in cash to the Convertible
accommodate the change in	Debentures holder in regards with the terms and conditions of the Convertible
the exercise of conversion	Debentures.
rights
Impact on Shareholders	In consideration of the impacts on the Company's shareholders, it will be taken into
	consideration the impact of the Convertible Debentures in case the Company issued
	and offered Convertible Debentures to investors. In this regard, two aspects of the
	impacts on the shareholders of the Company will be taken into consideration, which
	are, impact to the market price of shares (Price Dilution) and impact to the voting
	rights of existing shareholders (Control Dilution), with details as follows:
	In the case that all existing warrants are converted (which shareholders already
	approves last EGM)

1. Price Dilution can be calculated from the following formula: Price Dilution = (Po - PE) / Po
   Whereas,
   Po = Existing share price which is equivalent to Baht 0.5243 per share,

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