TTCL Public Company Limited (TTCL) convened the Bondholders’ Meeting No. 1/2025 for TTCL25OA and TTCL269A bonds on 16 October 2025 but the meeting failed to meet the quorum requirement under the terms and conditions. The company will electronically reconvene the bondholders’ meeting on 24 October 2025 at 14.00 hours to consider the following matters:    

          (1) Granting an exemption from an event of default under the terms and conditions for the following actions:   

               - notifying the registrar to close the bondholder register 14 days before the meeting date;  
               - notifying, or arranging for the registrar to notify, the Thai Bond Market Association (ThaiBMA) at least seven days before the first closing date of the register.

In the event that the bondholders’ meeting resolves not to approve Item (1), the company will not propose Items (2) – (4) to the bondholders’ meeting for approval.  

          (2) Granting an exemption for the issuer’s inability to maintain a “net debt to equity” ratio not exceeding 3:1 as of the end of the 2025 fiscal year for the issuer’s consolidated financial statements for 2025, which have been reviewed or audited by the auditor; 
          (3) Granting an exemption from any events of default under the terms and conditions that occurred prior to the Bondholders’ Meeting No. 1/2025 (as postponed), and/or will be carried out within one year from the date when the Bondholders’ Meeting No. 1/2025 (as postponed) passes a resolution of approval, with the following details:

               - Default on any debt, in any amount, with a total exceeding 500 million baht or the equivalent amount in other currencies, resulting from the issuer’s failure to pay such debt within the original due date or within any extended period granted by the creditor, or such debt is called for early repayment by the creditor due to the issuer’s default;

               - The issuer’s inability to fulfill its financial obligations, or the suspension or cessation of debt payments, whether in whole or in part, and regardless of the type of debt, or the commencement of negotiations or entry into any agreement with one or more creditors to restructure the issuer’s debt in a manner that constitutes a deferment of debt payment by the issuer, including any postponement or revision of the debt repayment schedule, or any modifications to any type of debt obligations.

          (4) Granting an approval for the following actions without considering them an event of default under the terms and conditions:       

                - Extending the redemption maturity dates for both bond series by additional six years from the original maturity date for each series;
               - Extending the redemption maturity dates for both bond series in cases related to additional income, for not more than two occasions, with each extension not exceeding one year.
               - increasing the interest rate by 0.50 percent from the original interest rate of each bond series;
               - Scheduling the bond principal repayment in six installments, as follows:

          1st Installment: 10.00 percent of the principal value as of the bond issuance date;  
                    2nd – 4th Installments: 12.50 percent of the principal value as of the bond issuance date;
                    5th Installment: 14.00 percent of the principal value as of the bond issuance date.
                    Special installment: (in case of earning additional income): 38.5 percent of the principal value as of the bond issuance date.            

              - Adding an obligation for the bond issuer to provide a written notification regarding the progress of additional income at the end of every March, June, September, and December each year, or upon request of the bondholders’ representative.

 
The SEC requires that the bondholders’ representative analyzes the benefits and shortcomings as well as the potential impacts on the bondholders both in cases of approval and decline of approval for the above matters with respective supporting reasons and the opinions of the bondholders’ representative. The bondholders are, therefore, encouraged to thoroughly review the information and exercise their rights to protect their own interests. They should also make necessary inquiries to the bondholders’ representative to obtain comprehensive information before making a voting decision at the bondholders’ e-meeting.      

Note:
Daol Securities (Thailand) Public Company Limited serves as the bondholders’ representative for both bond series, as follows:  

          - TTCL25OA bond series, to be due on 27 October 2025;

          - TTCL269A bond series, to be due on 20 September 2026.