Jasmine Broadband Internet Infrastructure Fund : Notification of the schedule for Extraordinary General Meeting of Unitholders of JASIF No.1/2022 and the determination of the date for determining the right of unitholders to attend the Extraordinary General Meeting (Record Date)

	(Translation)
	4 August 2022
No.	1351/2022
Re:	The termination of or amendment to the agreements in relation to the seeking of benefits from the
	infrastructure assets of Jasmine Broadband Internet Infrastructure Fund (JASIF), and other related
	transactions; and the fixing of the record date to determine the list of unitholders entitled to attend the
	extraordinary general meeting of unitholders no.1/2022
To:	President,
	The Stock Exchange of Thailand
Enc.:	1. Information Memorandum on Related Party Transactions in relation to the Termination of or
	Amendment to the Agreements in relation to the Seeking of Benefits from the Infrastructure Assets -
	Optical Fibre Cables, and other Related Transactions (Annex 1)
	2. Comparison Table on the Key Summary of the Amendment to the Agreements in relation to the
	Seeking of Benefits from the Infrastructure Assets - Optical Fibre Cables (Annex 2)

On 4 July 2022, Jasmine International Public Company Limited ("JAS") and Advance Info Services Public Company Limited ("ADVANC") notified the Stock Exchange of Thailand ("SET") of a sale of 1,520,000,000 investment units in Jasmine Broadband Internet Infrastructure Fund ("JASIF" or the "Fund"), accounting for 19.00% of the total investment units in the Fund, and a sale of 7,529,234,885 ordinary shares currently held by JAS in TTT Broadband Public Company Limited ("TTTBB"), accounting for 99.87% of the total issued and outstanding shares in TTTBB, in each case, by JAS to Advance Wireless Network Company Limited ("AWN"), a subsidiary of ADVANC and/or any person designated by AWN (the "Disposal of Shares and Investment Units").

The Disposal of Shares and Investment Units is subject to the fulfilment of conditions precedent as agreed by JAS and ADVANC, including, but not limited to, an approval having been obtained from a unitholders' meeting of the Fund to amend the Benefits Seeking Agreements (as defined below).

Currently, the Fund is a party to the following agreements entered into with JAS, TTTBB and/or TTT Internet Co., Ltd. (TTTI) which relate to the seeking of benefits from the Infrastructure Assets - optical fibre cables (collectively, the "Benefits Seeking Agreements"):

1. the Amended and Restated Main Lease Agreement between the Fund and TTTBB (the "Main Lease Agreement");
2. the Amended and Restated Rental Assurance Agreement between the Fund and TTTBB (the "Rental Assurance Agreement");
3. the Amended and Restated Marketing Services Agreement between the Fund and TTTBB (the "Marketing Services Agreement");
4. the Amended and Restated OFCs Maintenance Agreement between the Fund and TTTBB (the "OFCs Maintenance Agreement");
5. the Amended and Restated Assignment of Network Services Agreement between the Fund and TTTBB (the "Assignment Agreement");

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1. the Escrow Account Agreement in relation to the Rental Service Reserve Account among the Fund, TTTBB and Bangkok Bank Public Company Limited (the "Escrow Account Agreement"); and
2. the Amended and Restated Undertaking Agreement among the Fund, JAS, TTTBB and TTTI (the "Undertaking Agreement").

On the same day (i.e. 4 July 2022), BBL Asset Management Co., Ltd. (the "Management Company"), acting as a management company for the Fund, received a letter on the details of the proposed amendments to certain agreements relating to the Fund, dated 4 July 2022 (the "Letter dated 4 July 2022"), from JAS, requesting the Management Company to call a unitholders' meeting of the Fund to consider and approve the proposed amendments to the Benefits Seeking Agreements, as follows:

1. the termination of, and amendment to, the following agreements:
2. 1. the termination of the Rental Assurance Agreement and the Marketing Services Agreement; and
   2. the amendment to the key terms of the Main Lease Agreement as follows:
   3. 1. the term of the Main Lease Agreement shall be extended from 29 January 2032 to 31 December 2037 and the rental fee payable from 30 January 2032 to 31 December 2032 shall be THB 402.37 per core kilometre per month. The rental fee payable from 1 January 2033 to 31 December 2037 will be subject to annual review on every 1 January according to the consumer price index (CPI) published by the Ministry of Commerce; however, the rental fee will increase by no more than 3% (but no less than 0%) per annum each year; and
      2. the right of the Fund to renew the Main Lease Agreement shall be revoked.
3. the assignment of JAS's rights and obligations under the Undertaking Agreement to AWN and/or any person designated by AWN and the amendment to the key terms of the Undertaking Agreement, as follows
4. 1. the cancellation of, and amendment to, the Fund's right to terminate the Main Lease Agreement and the Rental Assurance Agreement if a transfer of the shares in TTTBB to the shareholders of TT & T Public Company Limited is required by court's order;
   2. the cancellation of, and amendment to, certain negative pledges, including (a) the restriction which requires that the conduct of broadband business must be done by TTTBB and TTTI only and (b) the non-competition restriction;
   3. the cancellation of, and amendment to, the undertaking in relation to the maintenance of key financial ratios and the reserve account for rental payment in relation to the optical fibre cables;
   4. the cancellation of and amendment to the restriction on dividend payment of TTTBB in case of its failure to maintain the prescribed financial ratios;
   5. the cancellation of and amendment to any terms relating to Financial Indebtedness - Borrowings, etc. and Financial Indebtedness - Loans.

However, the lock-up undertaking (i.e. no transfer of investment units is permitted if such transfer will cause the Sponsor's unitholding to be lower than the minimum threshold specified in the Undertaking Agreement) will remain unchanged.

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Under the Undertaking Agreement, JAS must maintain its minimum shareholding and control in TTTBB and TTTI (indirectly) of 76% of the total shares in each of TTTBB and TTTI. In addition, JAS must maintain its minimum unitholding of 19% of the total investment units in the Fund until 20 November 2025 and its minimum unitholding of 15% from 21 November 2025 to 29 January 2032, which is the expiry date of the Main Lease Agreement, unless prior consent is granted by the Fund or otherwise permitted under the Undertaking Agreement. Therefore, in order to proceed with the above transactions, JAS needs to obtain prior consent from the Fund.

Furthermore, the Fund entered into the Facilities Agreement dated 19 November 2019 with Bangkok Bank Public Company Limited ("BBL"), to obtain financing for the purpose of acquiring the additional optical fibre cables in 2019 (the "Facilities Agreement"). The terms of the Facilities Agreement prohibit the Fund from amending, novating or terminating the Benefits Seeking Agreements. The termination of any of the Benefits Seeking Agreements by the Fund will constitute an event of default under the Facilities Agreement. Accordingly, the Fund needs to seek a prior waiver from BBL before proceeding with the above. The Management Company has initially informed BBL of the Disposal of Shares and Investment Units and is currently coordinating with BBL on this matter, in concurrence with, convening a unitholders' meeting.

The Management Company has considered the proposed termination of, and amendment to, the Benefits Seeking Agreement and other matters relating to the Disposal of Shares and Investment Units. To comply with section 12.1.6 of the prospectus in respect of the Fund's offering of investment units under which the Management Company must hold a unitholders' meeting after receiving a written request from unitholders holding an aggregate of 10% of the Fund's total issued and outstanding units, the Management Company considered that the extraordinary general meeting of unitholders no.1/2022 (the "EGM 1/2022") should be called to consider and approve all the above matters proposed by JAS in accordance with the following agenda:

Agenda 1. To consider and approve the waiver and/or amendment to certain provisions of the Benefits Seeking Agreements, termination the relevant Benefits Seeking Agreements, and the amendment to the Fund's scheme to the extent necessary to comply with a resolution of the unitholders on the following matters:

Agenda 1.1 To consider and approve (i) JAS's sale of its investment units in the Fund and its ordinary shares in TTTBB to AWN, (ii) the waiver of and/or amendments to certain provisions relating to the replacement of JAS with AWN and/or any person designated by AWN as the Sponsor, and (iii) the amendment to the Fund's scheme to the extent necessary to reflect the unitholders' resolution

Agenda 1.2 To consider and approve the waiver of and/or amendment to the non-competition provision and other matters under the Undertaking Agreement and the amendment to the Fund's scheme to the extent necessary to reflect the unitholders' resolution

Agenda 1.3 To consider and approve (i) the waiver of and/or amendment to certain provisions relating to the lease and rental payment of optical fibre cables, (ii) the termination of the Rental Assurance Agreement and the Marketing Services Agreement, and

1. the amendment to the Fund's scheme to the extent necessary to reflect the unitholders' resolution

Agenda 1.4 To consider and approve (i) the waiver of and/or amendment to certain provisions relating to the Undertaking Agreement and the termination of the Escrow Account Agreement and (ii) the amendment to the Fund's scheme to the extent necessary to reflect the unitholders' resolution

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Please see information memorandum on the Fund's related party transactions in Annex 1 hereto and the comparison table on the key summary of the amendment to the agreements in relation to the seeking of benefits from the infrastructure assets - optical fibre cables in Annex 2 hereto.

The result of the unitholders' meeting under agenda 1.1-1.2 above areconditional upon each other but are not conditional upon the result of agenda 1.3-1.4 and the result of agenda 1.3 and 1.4 are not conditional upon each other. In other words, the Fund will be able to proceed with agenda 1.1 and 1.2 only if the unitholders' meeting approve both of the agenda 1.1 or 1.2 and if the unitholders' meeting disapprove the proposed matters under any of agenda 1.3 and/or 1.4, the Fund will still be able to proceed with agenda 1.1 and 1.2 as approved. Nevertheless, all actions to be taken by the Fund as permitted by the unitholders' resolutions are subject to the Fund's having obtained an approval from BBL as required under the Facilities Agreement as mentioned above.

Agenda 2. To consider other business (if any)

Summary of impacts of the above transactions on the Fund

The Management Company is now studying any other possible impacts of JAS's proposed amendments to the relevant Benefits Seeking Agreements on the Fund and unitholders. The Management Company will report its findings in the notice for the EGM 1/2022. In addition, the Management Company will hold a non-deal roadshow before the date of the EGM 1/2022 so as to provide the unitholders an opportunity to access more information relating to such proposed amendments.

Due to the COVID-19 pandemic, the Management Company considers that it is appropriate to hold the EGM 1/2022 electronically (E-EGM) on Friday 23 September 2022, at 13.00 hours. The Management Company will arrange for the notice of meeting together with supporting documents to be delivered to all unitholders at least 14 days prior to the date of the meeting.

In this regard, that the Management Company has fixed Friday 19 August 2022 as the record date to determine the list of unitholders entitled to attend the EGM 1/2022.

Please be informed accordingly.

Yours faithfully,

BBL Asset Management Co., Ltd.

(Mr. Pornchalit Ploykrachang)

Deputy Managing Director

Real Estate & Infrastructure Investment

Real Estate & Infrastructure Investment

Tel: [phone] ext.551 and 554

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(Translation)

Annex 1

Information Memorandum on Related Party Transactions

In relation to the Termination of or Amendment to the Agreements on the Seeking of Benefits from

the Infrastructure Assets - Optical Fibre Cables, and other Related Transactions

BBL Asset Management Co., Ltd. (the "Management Company"), acting as a management company for Jasmine Broadband Internet Infrastructure Fund ("JASIF" or the "Fund"), has considered on 4 August 2022, a letter on the details of proposed amendments to certain agreements relating to the Fund dated 4 July 2022 (the "Letter dated 4 July 2022"), from Jasmine International Public Company Limited ("JAS"), which relate to (i) the sale of its ordinary shares in TTT Broadband Public Company Limited ("TTTBB") and its investment units in the Fund to Advanced Wireless Network Company Limited ("AWN"), and (ii) the termination of or amendment to the agreements concerning the seeking of benefits from the infrastructure assets (collectively, the Benefits Seeking Agreements). Then, the Management Company has considered to further propose the above matters and other related transactions into which the Fund may enter with its related parties to the unitholders' meeting of the Fund for their consideration and approval. Details are set out as follows:

1. Transaction date
   The entry into the transaction by the Fund is conditional upon (a) the Fund having obtained an approval from its unitholders' meeting and the Management Company having successfully discussed terms of the Benefits Seeking Agreements with all parties concerned; (b) the Fund having been granted a waiver from Bangkok Bank Public Company Limited ("BBL") under the Facilities Agreement between the Fund and BBL dated 19 November 2019 (the "Facilities Agreement"); and (c) the conditions precedents under the shares and investment units purchase agreement between JAS and AWN having been fulfilled (or waived). The proposed transaction is expected to complete in the first quarter of 2023.
2. Parties involved, their relationship with the Fund and related person to the Fund The parties involved consist of:
3. 1. JAS
   2. TTTBB;
   3. TTT Internet Co., Ltd. (TTTI),

whereby the parties under (a) to (c) are parties to the Benefits Seeking Agreements; and

1. AWN (or any person designated by AWN) as the new Sponsor, which is not related to the Fund.

Related parties

1. JAS
   JAS's unitholding in the Fund exceeds 10.00% of the Fund's total issued units. As at 25 July 2022, JAS held 19.00% of the Fund's total issued and outstanding units. As such, JAS is a related party of the Fund under the definition set out in the Notification of the Capital Market

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