Samart Digital Public Company Limited announced a private placement of senior unsecured convertible debentures in the principal amount of THB 650,000,000 on October 19, 2023. The transaction has been approved by the shareholders of the company. The debentures carry interest rate of 0.50% per annum, provided that the interest will be paid on a quarterly basis from the date the convertible debentures was issued and will have a term period of 3 years after the issuance date of the first tranche.

The company will gradually issue the convertible debentures by tranche, each tranche, respectively. In each issuance of the tranche of convertible debentures, the company will gradually issue each set in each tranche according to the agreement between company and the investors. 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.

The company will repay in lump sum after the maturity date of each tranche according to the terms and conditions of each convertible debenture. ThecConvertible 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 debentures are convertible into 2,855,926,276 common shares with the par value of THB 0.10 per share at a conversion price of not lower than 90% of the market price. 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. The transaction will include participation from returning investors Advance Opportunities Fund I managed by ZICO Asset Management Pte.

Ltd. and Advance Opportunities Fund, managed by Advance Capital Partners Asset Management Private Limited.