AQUA Lends “Ethical Gourmet Company” THB315 Million to Become Major Shareholder

Aqua Corporation Public Company Limited (SET: AQUA) announced on Wednesday that the board of directors No. 10/2022 on December 28, 2022, has resolved to approve the company’s investment in Ethical Gourmet Company Limited (EG) with purchasing 350,000 ordinary shares, equivalent to 9.97% of the total number of sold shares, from existing shareholders, amounting to the total investment amount of THB 35,000,000 and providing a loan to EG in an amount not exceeding THB 315,000,000 for a term of five years, at the interest rate of 6.70% per year, in the event that the right to convert, the lender has a duty to bring interest equal to 3.00% in total for the exercise of conversion rights into ordinary shares, whereby when the period of six months from the date on which such loan is obtained has expired, the Company has the right to request repayment of the loan in the form of EG’s ordinary shares (“Right to Receive Repayment in the Form of Ordinary Shares”), which may be exercised five times (“Loan Transaction”), and EG will place 9,209,605 ordinary shares of Domino Asia Pacific Company Limited with the company which is accounting to 91.18% of the total ordinary shares as security for the Loan Transaction.

EG plans to increase its capital and offer for sale the shares to persons other than the Companynot more than THB 80,000,000. When the capital increase and the offer for sale of all of such shares takes place, the company’s shareholding percentage in EG will decrease to 8.12% of the total number of sold shares of EG after the capital increase, and if the company exercises the Right to Receive Repayment in the Form of Ordinary Shares for the entire amount of the loan and interest by exercising the right at par, the company will become a major shareholder of EG, holding shares between 47.25 to 50.08 percent of the total shares of EG.

In addition, EG has also granted the right to the Company to purchase the newly issued ordinary shares of EG for a period of 5 years so that the Company can hold shares in EG accounting to 47.1% of the ordinary shares of EG (including the shares from the capital increase in the amount of THB 80,000,000).