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