Asia Aviation Public : Notification of the exercise of convertible debentures and conversion price calculation

AAV14/2022

June 16, 2022

Subject: Notification of the exercise of convertible debentures and conversion price calculation

Attention: President

The Stock Exchange of Thailand

Asia Aviation Public Company Limited ("the Company") has offered and newly issued the convertible debentures pursuant to the agreement in respect of "THB 2,200,000,000 Zero Coupon Convertible Debentures No. 1/2021 Due 2023 with Mandatory Conversion Condition" to North Haven Thai Private Equity, L.P. ("NHTPE") and Bangkok Bank Public Company Limited ("BBL"). Subsequently on June 16, 2022 NHTPE has notified the exercising of the conversion debentures rights as follows:

Amount of debentures	Exercise the right	Remaining	Number of		Number of remaining
(Units)	to conversion	debentures after	shares derived	shares reserved
		(units)		conversion	from conversion	(shares)
		(June 16, 2022)	(units)	(shares)
NHTPE	BBL	NHTPE		BBL	NHTPE	BBL	NHTPE		BBL	NHTPE	BBL
1,000,000	1,200,000	250,000		-	750,000	1,200,000	142,857,142		-	428,571,429	685,714,286

On June 16, 2022

• NHTPE notified the conversion of "THB 2,200,000,000 Zero Coupon Convertible Debentures No. 1/2021 Due 2023 with Mandatory Conversion Condition" amount 250,000 units (THB 250 million) to 142,857,142 ordinary shares.
• The conversion price of THB 1.75 per share which is a convertible price of less than 90 percent of the market price, which is calculated from the weighted average price of the
  Company's shares in the SET for the past 7-15 business days.
• The weighted average prices of the Company's shares for the past 7 business days (information from www.set.or.th) are as follows :

Date	Trading Shares Value	Volume of trading Shares
	(Million Baht)	(Million Shares)
June 15, 2022	14.46	5.24
June 14, 2022	61.98	22.47
June 13, 2022	38.03	13.68

222, Don Mueang International Airport, 3rd Fl., Central Office Bldg., Room no. 3200, Vibhavadee Rangsit Road,

Don Mueang, Bangkok 10210.Tel. 66 (O) 2562 5700, Fax. 66(O) 2562 5705

Date	Trading Shares Value	Volume of trading Shares
	(Million Baht)	(Million Shares)
June 10, 2022	29.76	10.53
June 9, 2022	19.89	7.02
June 8, 2022	35.53	12.53
June 7, 2022	55.68	19.95
Total	255.34	91.40

Trading Volume

Weighted average market price for 7 business days (THB/Shares)=

Trading Value

255.34

= 91.40 = 2.79

90% of the weighted average market price (THB/Share)= 2.51

Consequently, the conversion price as of June 16, 2022 which equals to THB 1.75 per share, is lower than 90 percent of the market prices and NHTPE will be prohibited from selling the converted shares within a period of one year from the date of receipt the convertible debentures. After a period of 6 months from the date of receipt of convertible debentures, NHTPE can gradually sell the prohibited shares in the amount of 25 percent of the total prohibited shares in accordance with the rules under the Notification of the Stock Exchange of Thailand Re: Rules, Conditions and Procedures for Consideration of an Application for the Acceptance of Ordinary Shares or Preferred Shares in a Capital Increase as Listed Securities B.E. 2558 (2015).

As mentioned above, NHTPE will receive the converted shares this time at the amount of 142,857,142 shares representing 25 percent of the total prohibited shares. However, from the date of 14 June 2022, NHTPE is entitled to sell such converted shares because it is the end of the sale restriction period of the first 6 months from the date of receipt of the convertible debentures.

Please be informed accordingly.

Yours sincerely,

(Mr. Santisuk Klongchaiya)

Chief Executive Officer

Authorized to sign on behalf of the Company