Italian-Thai Development Public Company Limited (ITD), as the bond issuer of ITD242A, ITD24DA, ITD24DB, ITD254A, and ITD266A, will convene the Bondholders’ Meeting No. 1/2026 in the form of an E-Meeting on 16 January 2026 at 14.00 hrs. The matters for consideration are as follows:       

    (1) Granting waivers for the following matters not to constitute an event of default under the terms and conditions, effective from the date of approval by this Bondholders’ Meeting until the maturity of the bonds:

        - Waiving the issuer’s obligation to maintain the debt-to-equity ratio (D/E Ratio) as stipulated under the terms and conditions;

        - Waiving the issuer’s obligation to conduct credit rating reviews and to submit credit rating update reports as required under the terms and conditions;

        - Waiving the restriction on the issuer’s ability to negotiate or enter into any agreements with one or more creditors for the purpose of debt restructuring, including postponing or modifying repayment schedules, changing any type of indebtedness, submitting proposals to the Bondholders’ Meeting for amendment of bond repayment terms, and negotiating with financial institutions or other creditors for debt restructuring (applicable only to ITD24DA, ITD24DB, ITD254A, and ITD266A).

    (2) Amending the terms and conditions on repayment of principal and interest for all five bond series as follows:

- Extending the maturity date by three years from the original maturity date of each series;

  - Repaying the principal in four installments as follows: 

            • Installments 1–3: 10% of the outstanding amount as of the original maturity date;

            • Installment 4: the remaining outstanding balance.

  - Increasing the bond interest rates during the three-year extension period, with all additional interest payable in a lump sum on the new maturity date or upon early redemption as follows: 

            • Years 1–2: an increase of 0.25% per annum from the original interest rate of each series;

            • Year 3: an increase of 0.50% per annum from the original interest rate of each series.

    (3) Amending the terms and conditions to grant the issuer a call option, allowing redemption of all or part of the bonds prior to maturity date.

The SEC requires the bondholders’ representative to provide a clear analysis of the advantages, disadvantages, benefits, and potential impacts on bondholders for both approval and disapproval of the proposed matters, including comprehensive supporting reasons and the opinion of the bondholders’ representative. Accordingly, the SEC urges bondholders to carefully review all information and exercise their rights to safeguard their interests. Bondholders should also seek clarification from the bondholders’ representative to ensure they have complete and sufficient information before making a voting decision at the bondholders’ meeting.

Notes: Bank of Ayudhya Public Company Limited acts as the bondholders’ representative for all five series:

- ITD242A: Maturity on 15 February 2026 

- ITD24DA: Maturity on 4 December 2026 

- ITD24DB: Maturity on 4 December 2026 

- ITD254A: Maturity on 29 April 2027 

- ITD266A: Maturity on 2 June 2028