Attach 3 Convertible Debentures

Attachment 3

(c)Convertible Debentures

Issuer	Thai Union Frozen Products PCL
Subscriber	Standard Chartered Private Equity Limited (SCPEL)
Issue size	EUR 60 m. (equivalent to Baht 2,400 m. @ 40.00 Baht/EUR)
Maturity	4 yrs from Issue Date
Interest rate	5% p.a. cash coupon annually, with an overall yield of 8% p.a. unless converted into common shares
Exercise period	At anytime during the period after the first year until Maturity
Conversion price	46 Baht/share
No. of TUF shares	52.174 million shares, subject to Anti-dilution
Anti-dilution	In the event of changes to the capital structure of TUF i.e.capital increase, or dividend pay-out greater than normal, conversion price will be adjusted

 

• Attachment 1