JKN Global Media Public : Issuance and Offering of the Convertible Debentures No.9/2022

	- Translation -
No. JKNGB-003-07/2022
	July 7, 2022
Subject	Issuance and Offering of the Convertible Debentures No.9/2022
To	The President
	The Stock Exchange of Thailand
Enclosure	Summary of Important Terms and Conditions of the Convertible Debentures of JKN Global Group Public
	Company Limited (formerly known as "JKN Global Media Public Company Limited")

The Extraordinary General Meeting of the shareholders No.2/2022 of JKN Global Group Public Company Limited (the "Company") held on March 14, 2022 has resolved to approve the issuance and offering of the newly issued convertible debentures of the Company of not exceeding THB 1,500 million by way of private placement to specific investors, namely Advance Opportunities Fund ("AO Fund") and Advance Opportunities Fund 1 ("AO Fund 1"), which are not related persons of the Company, the details are attached in the Enclosure.

The Company would like to inform that the Company has offered and issued the convertible debentures pursuant to the agreement in respect of "Convertible debentures granting the right to convert into ordinary shares of JKN Global Group Public Company Limited No. 9/2022, due in 2025, unsubordinated and unsecured" in the amount of THB 20 million to AO Fund on July 7, 2022 and the maturity date of the said convertible debentures will be on April 21, 2025 unless the conversion rights have been exercised before the maturity date. In addition, the Company has the remaining amount for the issuance and offering of convertible debentures of THB 1,180 million.

Please be informed accordingly.

Yours sincerely,

(Mr. Jakkaphong Jakrajutatip)

Chief Executive Officer and Managing Director

Authorized Disclosing Person

		Enclosure
Summary of Important Terms and Conditions of the Convertible Debentures of
		JKN Global Group Public Company Limited
Heading		Details
Convertible Debentures	JKN Global Media Public Company Limited (formerly known as "JKN Global Media
Issuer	Public Company Limited") ("Company")
Type of Convertible	Convertible Debentures with the conversion right to convert into the Company's
Debentures	ordinary shares, senior and unsecured ( Senior Unsecured Convertible Debentures)
	("Convertible Debentures").
Currency	Baht
Total amount of principal of	Not exceeding 1,500,000,000 Baht divided into 3 tranches, as follows:
the Convertible Debentures	(1)	Convertible Debentures Tranche 1 has the value of not more than 500 million Baht
		divided into 25 sets, 20.0 million Baht per set.
	(2)	Convertible Debentures Tranche 2 has the value of not more than 500 million Baht
		divided into 25 sets, 20.0 million Baht per set.
	(3) Convertible Debentures Tranche 3 has the value of not more than 500 million Baht
		divided into 20 sets, 25.0 million Baht per set.
Conditions of the Issuance of	The Company will gradually issue the Convertible Debentures by tranche, each
Convertible Debentures	tranche, respectively. In each issuance of the tranche of Convertible Debentures, the
	Company will gradually issue each set in each tranche according to the Company's
	financial needs. 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.
	However, the timeframe of the conversion is within 1 year after shareholder's meeting
	approved the issuance. If the Company did not issue all the Convertible Debentures within
	1 year, the Company may request a resolution of the shareholders' meeting to issue the
	unissued convertible debentures according to the Company's financial needs.
Interest Rate	0.50 percent per annum, provided that the interest will be paid on a quarterly basis
	from the date the Convertible Debentures was issued.
Maturity Period	3 years after the issuance of each Tranche
Payback Condition	Repay in lump sum after each due date of the specific Tranche according to the terms
	and conditions of the Convertible Debenture. In such, for each Tranche the maturity
	period is 3 years after the issuance.
Redeem Rights before Due	The Convertible Debentures holders may or may not have rights to redeem the
Date	Convertible Debentures before due date and/or the Convertible Debentures issuer may
	or may not have rights to redeem the Convertible Debentures before due date too. The

	Enclosure
Heading	Details
	redemption has to be followed by the terms and conditions of certain convertible
	debentures aligned with rules, regulations, laws and/or permissions from related
	authorized Governmental Bodies.
Conversion Ratio	Principle amount of the Convertible Debentures divided by the conversion price.
Conversion price	Not lower than 90% of the market price, therefore it is not considered an offer for sale
(origin and appropriateness	of newly issued shares at a price lower than the market price as prescribed in the
of pricing or conversion	Notification of the Capital Market Supervisory Board No. TorJor. 72/2558 Re: Approval
rates)	of the issuance of newly issued shares to private placement ("Notification No. TorJor.
	72/2558").
	"Market Price" is calculated from the weighted average price of the Company's shares
	traded in the Stock Exchange of Thailand for at least 7 consecutive business days, but
	not more than 15 consecutive business days prior to the date the convertible bond
	holder exercises the right to convert the bonds. The weighted average price is
	calculated from the traded volume weighted closing price for each consecutive
	business days ("Floating Conversion Price") in accordance with Notification No. TorJor.
	17/2561 and Announcement No. SorJor. 39/2551. However, if the above-calculated
	conversion price is lower than the current par value of the Company's shares, the
	Company shall issue additional compensation shares in a manner that complies with
	the calculation of all shares to be issued at par value, which are subjected to the
	conversion price.
	Market price will be calculated by specifying 2 decimal places. If the 3rd decimal place
	is 5 or more, it will be rounded up.
	The conversion price of the convertible debentures will be calculated by specifying 3
	decimal places. If the 4th decimal place is 5 or more, it will be rounded up.
	Remarks:
	o If the ordinary shares resulted from the exercise of conversion rights of the
	Convertible Debentures has a conversion price of less than 90% of the market
	price at the date of conversion (the market price is calculated based on the
	weighted average price of the Company's shares traded on the Stock Exchange
	of Thailand for not less than 7 consecutive business days, but not more than 15
	consecutive business days prior to the date that the convertible bond holders
	exercise their conversion rights. The weighted average price is calculated from the
	closing price weighted by the trading volume of each consecutive business days).
	The Company has the duty to prohibit AO Fund and AO Fund 1 ("Investors") from
	exercising such conversion rights within 1 year from the date the investors receive
	such convertible securities (Silent Period). After the date the investor receives the

Enclosure

Heading	Details
	convertible securities for a period of 6 months, the investors will be able to
	gradually sell the prohibited shares in the amount of 25% of the total number of
	shares prohibited in accordance with the rules prescribed in the Notification of the
	Stock Exchange of Thailand Re: Rules, Conditions and Procedures for
	Consideration of the Request for Ordinary Shares or Preferred Shares as for the
	capital increase as listed securities B.E. 2558 dated May 11, 2015 (as amended).
	o In the case that the accommodating shares are insufficient, the Company will follow
	the guideline in the topic "The event that the Company has to issue new shares to
	accommodate the change in the exercise of conversion rights".
Conversion Period	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.
Number of ordinary shares	The number of shares accommodated for this offering of convertible debentures is
accommodated for	122,700,000 shares and the number of shares accommodated for other convertible
conversion	debentures is 177,962,331 shares. The total number of sharesaccommodated for all
	convertible debentures is 300,662,331 shares, equivalent to 49.49% of the total number
	of the Company's shares issued and sold as of the date of the Board of Directors
	Meeting on 31 January 2022.
Secondary market for	The Company shall arrange to list the ordinary shares issued as a result of the
ordinary shares as a result	conversion on the Stock Exchange of Thailand or any exchange that the Company's
of the conversion	securities are listed on.
Restrictions on transfer of	As this issuance and offering of the Convertible Debentures is considered as an
the Convertible Debentures	offering to no more than 10 specific investors within 4-month period as specified in the
	Notification of the Capital Market Supervisory Board No. TorJor. 17/2561 Re:
	Application for and Approval of the Offering for Sale of Newly Issued Debt Instruments
	("Notification No. TorJor. 17/2561"). Therefore, the transfer of the Convertible
	Debentures to any person at any time throughout its tenure shall not cause the number
	of the holders to exceed 10 specific investors within 4 month period, provided that the
	number of the holders shall be calculated from actual investors holding the Convertible
	Debentures on private placement basis (whether such investors hold the newly issued
	convertible debentures or receive the convertible debenture from the transfer by any
	existing Convertible Debentures holders), except by way of inheritance.
Allocation Method	Allocated by private placement, once or several times, to Advance Opportunities Fund
	(AO Fund) and Advance Opportunities Fund 1 (AO Fund 1), which is an institutional
	investor pursuant to Clause 4 ( 1 0 ) of the Notification of the Securities and Exchange
	Commission KorJor. 4/2560 Re: Determination of the Definitions of Institutional Investor,

	Enclosure
Heading	Details
	Ultra-high Net Worth Investor and High Net Worth Investor. This offering of the
	Convertible Debentures is in accordance with Clauses 4 3 and 5 6 of the Notification
	No. TorJor. 17/2561.
The event that the	The Company may register the increase in capital to accommodate the conversion by
Company has to issue new	the resolution of shareholders' meeting or compensate in cash to the Convertible
shares to accommodate the	Debentures holder in regards with the terms and conditions of the Convertible
change in the exercise of	Debentures.
conversion rights
Impact on Shareholders	In consideration of the impacts on the Company's shareholders, it will be taken into
	consideration the impact of the Convertible Debentures in case the Company issued
	and offered Convertible Debentures to investors. In this regard, two aspects of the
	impacts on the shareholders of the Company will be taken into consideration, which
	are, impact to the market price of shares (Price Dilution) and impact to the voting rights
	of existing shareholders (Control Dilution), with details as follows:
	In the case that not allof the existing convertible debentures are converted
	(1) Price Dilution can be calculated from the following formula:
	Price Dilution = (Po - PE) / Po
	Whereas,
	Po = Existing share price which is equivalent to 8.0718 Baht per share, calculated
	based on the weighted average price of the Company's shares trading on the
	Stock Exchange of Thailand for 15 consecutive business days prior to the date the
	Board of Directors' Meeting resolved to propose to the Extraordinary General
	Meeting of Shareholders No. 2/2022 to consider and approve the issuance of the
	newly issued ordinary shares to accommodate for the exercise of the Convertible
	Debentures' conversion rights by private placement during the period from
	December 30, 2021 to January 21, 2022.
	Pe = Conversion Price of Convertible Debentures, 90% of the market price
	assumed to be equal to Po which is equivalent to 7.2646 Baht per share
	PE = Share price after the issuance of Convertible Debentures,
	Whereas,
	PE = ((Po x Qo) + (Pe x Qe)) / (Qo + Qe)
	Qo = Number of existing shares which is equivalent to 607,498,256 shares
	Qe = Number of shares arising from the exercise of conversion right of the
	Convertible Debentures, number of ordinary shares reserved for conversion of
	122,700,000 shares
	Therefore,