EmailMe Form - BLUE OCEAN AHL - FINAL

Reference ID

Are you a party to the Restructuring Support Agreement? *

Lynchpin Reference Number for Accession Deed (previously submitted) *

Please input in the same format (including hyphen) e.g. BOAD-2021-1234. The reference number can be found in the confirmation email subject line of the previously submitted Accession Deed.

PART 1 - NOTEHOLDER DETAILS

If you are not the Noteholder (that is, a Person with an economic or beneficial interest as principal in the Existing Notes held through the Clearing Systems), please ensure that you identify the Noteholder on whose behalf you are submitting this Account Holder Letter. If such Noteholder does not wish to provide details of its identity, please identify a Person authorised to act as its representative.

Full Name of Noteholder *

Address of Noteholder *

Is the Noteholder a company, partnership or other non-natural Person? *

Jurisdiction of Incorporation of Noteholder *

Name of Authorised Employee *

Title of Authorised Employee *

Passport Number of Noteholder/ Authorised Employee

Only for Noteholders who are attending the Scheme Meeting in person

Email Address(es) of Noteholder/ Authorised Employee *

Phone Number of Noteholder/ Authorised Employee (with country code) *

Fax Number of Noteholder/ Authorised Employee (with country code)

PART 2 - HOLDING DETAILS

Details of the Existing Notes to which this Account Holder Letter relates

The Account Holder holds the following Existing Notes, which have (in the case of Existing Notes held through Euroclear or Clearstream) been “blocked” by delivery of a Blocking Instruction to the relevant Clearing System.

Please note that:

in order to be entitled to the Early Bird Consent Fee, the Noteholder must have become party to the RSA as a Consenting Creditor prior to 5:00 p.m. (Singapore time) on 1 June 2021 (an “Early Bird Consenting Creditor”);
in order to be entitled to the Regular Consent Fee, the Noteholder must have become party to the RSA as a Consenting Creditor prior to 5:00 p.m. (Singapore time) on 27 June 2021 (a “Regular Consenting Creditor”);
each Noteholder who is an Early Bird Consenting Creditor will be required to:
1. indicate in the table below the Outstanding Principal Amount of Existing Notes it held as of 5:00 p.m. (Singapore time) on 1 June 2021 (“Early Bird Consent Deadline Holdings”);
2. indicate in the table below the Outstanding Principal Amount of Existing Notes it held as of 5:00 p.m. (Singapore time) on 27 June 2021 (“Regular Consent Deadline Holdings”);
3. submit three different sets of blocking instructions to the Clearing System in which it holds the Existing Notes – one in respect of its Early Bird Consent Deadline Holdings, one in respect of its Regular Consent Deadline Holdings and another in respect of any additional Existing Notes it may hold in excess of the Outstanding Principal Amount of Regular Consent Deadline Holdings at the Record Time - and provide three blocking reference numbers in the table below; and
4. confirm the number of MEBs it held as of 5:00 p.m. (Singapore time) on 1 June 2021.
each Noteholder who is a Regular Consenting Creditor (including Early Bird Consenting Creditors) will be required to:
1. indicate in the table below its Regular Consent Deadline Holdings; and
2. submit two different sets of blocking instructions to the Clearing System in which it holds the Existing Notes – one in respect of its Regular Consent Deadline Holdings and another in respect of any additional Existing Notes it may hold in excess of the Outstanding Principal Amount of Regular Consent Deadline Holdings – and provide two blocking reference numbers in the table below.

For illustrative purposes only, an Early Bird Consenting Creditor who held US$10,000,000 in Outstanding Principal Amount of Existing Notes as of 5:00 p.m. (Singapore time) on 1 June 2021 and held US$12,000,000 in Outstanding Principal Amount of Existing Notes as of 5:00 p.m. (Singapore time) on 27 June 2021 but presently holds:

US$15,000,000 in Existing Notes should obtain three blocking reference numbers - one in respect of US$10,000,000 in Outstanding Principal Amount of Existing Note, another in respect of US$2,000,000 in Outstanding Principal Amount of Existing Notes and the last in respect of US$3,000,000 in Outstanding Principal Amount of Existing Notes - and indicate the positions blocked in separate rows in the table below; or
US$11,000,000 in Existing Notes should obtain two blocking reference numbers - one in respect of US$10,000,000 in Outstanding Principal Amount of Existing Notes and another in respect of US$1,000,000 in Outstanding Principal Amount of Existing Notes - and indicate the positions blocked in separate rows in the table below; or
US$8,000,000 in Existing Notes should obtain one blocking reference number in respect of US$8,000,000 in Outstanding Principal Amount of Existing Notes.

Number of ISIN(s) for Existing Notes *

Select ISIN *

When did you first hold the Existing Notes? *

Outstanding principal amount of Existing Notes held at 5:00 p.m. (Singapore time) on 1 June 2021 *

$ Dollars

Clearing System *

Clearing System Account Number *

Instruction Reference Number *

Last 7 digits only.

Blocking Reference Number *

Last 8 digits only.

Outstanding principal amount of Existing Notes held at 5:00 p.m. (Singapore time) on 27 June 2021 *

$ Dollars

Clearing System *

Clearing System Account Number *

Instruction Reference Number *

Last 7 digits only.

Blocking Reference Number *

Last 8 digits only.

Outstanding principal amount of Existing Notes held at record time *

$ Dollars

Clearing System *

Clearing System Account Number *

Instruction Reference Number *

Last 7 digits only.

Blocking Reference Number *

Last 8 digits only.

Select Second ISIN *

When did you first hold the Existing Notes? *

Outstanding principal amount of Existing Notes held at 5:00 p.m. (Singapore time) on 1 June 2021 *

$ Dollars

Clearing System *

Clearing System Account Number *

Instruction Reference Number *

Last 7 digits only.

Blocking Reference Number *

Last 8 digits only.

Outstanding principal amount of Existing Notes held at 5:00 p.m. (Singapore time) on 27 June 2021 *

$ Dollars

Clearing System *

Clearing System Account Number *

Instruction Reference Number *

Last 7 digits only.

Blocking Reference Number *

Last 8 digits only.

Outstanding principal amount of Existing Notes held at record time *

$ Dollars

Clearing System *

Clearing System Account Number *

Instruction Reference Number *

Last 7 digits only.

Blocking Reference Number *

Last 8 digits only.

Select Third ISIN *

When did you first hold the Existing Notes? *

Outstanding principal amount of Existing Notes held at 5:00 p.m. (Singapore time) on 1 June 2021 *

$ Dollars

Clearing System *

Clearing System Account Number *

Instruction Reference Number *

Last 7 digits only.

Blocking Reference Number *

Last 8 digits only.

Outstanding principal amount of Existing Notes held at 5:00 p.m. (Singapore time) on 27 June 2021 *

$ Dollars

Clearing System *

Clearing System Account Number *

Instruction Reference Number *

Last 7 digits only.

Blocking Reference Number *

Last 8 digits only.

Outstanding principal amount of Existing Notes held at record time *

$ Dollars

Clearing System *

Clearing System Account Number *

Instruction Reference Number *

Last 7 digits only.

Blocking Reference Number *

Last 8 digits only.

In order to be eligible to receive the Early Bird Consent Fee, Noteholders are also required to tender the Requisite MEBs held by it in offer by the Scheme Company to purchase the MEBs at a price of US$21.53 per MEB and otherwise in accordance with the tender offer memorandum dated 13 July 2021. In connection with this requirement, Noteholders who wish to be eligible to receive the Early Bird Consent Fee must indicate in the table below the amount of MEBs it held at 5:00 p.m. (Singapore time) on 1 June 2021.

Do you have Requisite MEBs to tender? *

Number of ISIN(s) for MEBs *

Select ISIN *

Amount of MEBs held at 5:00 P.M. (Singapore time) on 1 June 2021 *

Note: 1 MEB has a principal amount of USD 2,000. e.g. If your MEB principal amount is USD 200,000, please input "100" in the field above.

Clearing System *

Clearing System Account Number *

Blocking Reference Number for tendered MEBs *

Last 8 digits only.

Instruction Reference Number *

Last 7 digits only.

Select Second ISIN *

Amount of MEBs held at 5:00 P.M. (Singapore time) on 1 June 2021 *

Note: 1 MEB has a principal amount of USD 2,000. e.g. If your MEB principal amount is USD 200,000, please input "100" in the field above.

Clearing System *

Clearing System Account Number *

Blocking Reference Number *

Last 8 digits only.

Instruction Reference Number *

Last 7 digits only.

Select Third ISIN *

Amount of MEBs held at 5:00 P.M. (Singapore time) on 1 June 2021 *

Note: 1 MEB has a principal amount of USD 2,000. e.g. If your MEB principal amount is USD 200,000, please input "100" in the field above.

Clearing System *

Clearing System Account Number *

Blocking Reference Number *

Last 8 digits only.

Instruction Reference Number *

Last 7 digits only.

PART 3 - CONFIRMATIONS

The Account Holder named below confirms to the Scheme Company, the Parent and the Information Agent (select “yes” or “no” as appropriate for each item):

A. *

Yes

No

That all authority conferred or agreed to be conferred pursuant to this Account Holder Letter and every obligation of the Account Holder under this Account Holder Letter shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the Account Holder and shall not be affected by, and shall survive, the death or incapacity of the Account Holder and that all of the information in this Account Holder Letter is complete and accurate.

B. *

Yes

No

That the Account Holder has irrevocably instructed Euroclear and/or Clearstream, as the case may be, to block the Existing Notes identified in Part 2 of this Account Holder Letter with effect on and from the date of this Account Holder Letter and the applicable reference numbers appear in this Account Holder Letter.

C. *

Yes

No

That in relation to the Existing Notes identified in Part 2 of the Account Holder Letter the Account Holder has authority:

(a) to give the voting instructions set out in Part 4 of this Account Holder Letter and, if applicable, to nominate the Person named in Part 4 of this Account Holder Letter to attend and speak at the Scheme Meeting; and

(b) to give the confirmations and undertakings set out in this Part 3 of this Account Holder Letter on behalf of itself and the relevant Noteholder (if different).

Account Holder who is unable to confirm “yes” in respect of paragraphs A to C above should contact the Information Agent for assistance.

D. *

Yes

No

That the Noteholder on whose behalf the Account Holder is submitting this Account Holder Letter became a party to the restructuring support agreement dated 27 April 2021 between, among others, the Scheme Company and the Parent as a “Consenting Creditor” prior to 5:00 p.m. (Singapore time) on 1 June 2021.

E. *

Yes

No

That the Noteholder on whose behalf the Account Holder is submitting this Account Holder Letter became a party to the restructuring support agreement dated 27 April 2021 between, among others, the Scheme Company and the Parent as a “Consenting Creditor” prior to 5:00 p.m. (Singapore time) on 27 June 2021.

F. *

Yes

No

That the Noteholder on whose behalf the Account Holder is submitting this Account Holder Letter is a holder of MEBs as at 1 June 2021.

G. *

Yes, the Noteholder is not a Sponsor Affiliate.

No, the Noteholder is a Sponsor Affiliate.

That the Noteholder on whose behalf the Account Holder is submitting this Account Holder Letter is not a Sponsor Affiliate.

“Sponsor Affiliate” means Mr. Jarran Chiaravanont, Mr. Montri Jiaravanont, Mr. Sumet Jiaravanon and Mr. Dhanin Chearavanont, their respective estates, spouses, children and spouses of their children, their legal representatives or nominees and trustees of any bona fide trusts of which any one or more of them are the only beneficiaries or grantors, or any person whose voting power or voting stock is at least 51% beneficially owned by any one or more of them.

PART 4 - VOTING

A. Attendance at the Scheme Meeting

The Noteholder wishes: *

to appoint the Chairman of the Scheme Meeting as its proxy to attend and vote on its behalf at the Scheme Meeting (please complete paragraph C below)

to attend and vote at the Scheme Meeting in person (applicable only where the Noteholder is a natural person; please complete paragraph B below)

to appoint a proxy (other than the Chairman) to attend and vote on its behalf at the Scheme Meeting (please complete paragraph C below).

Please select one only

B. Voting Instructions (for Noteholders that intend to attend and vote at the Scheme Meeting in person)

The Noteholder intends to attend and vote at the Scheme Meeting as follows (the Noteholder understands that this expression of intention is not binding and that it may vote as it sees fit at the Scheme Meeting): *

wishes to vote FOR the Scheme

wishes to vote AGAINST the Scheme

Please select one only

C. Appointment of Proxy

The Noteholder wishes to appoint (and the Account Holder is hereby authorised to appoint on its behalf): *

the Chairman; OR

the following individual

Please select one only

Please complete the Proxy details *


Name:
Address:
Passport Number:

as its proxy and wishes its proxy to vote: *

FOR the Scheme

AGAINST the Scheme

Please select one only

D. Elections

The Noteholder confirms that it elects to participate in: *

the Existing Notes Tender Offer and be a Tendering Noteholder

the Existing Notes Exchange Offer and be a Rolling Noteholder

Please select one only
Click HERE to understand what Noteholders will receive as Tendering or Rolling Noteholders

PART 5 - SECURITIES LAW REPRESENTATIONS

As a result of applicable securities laws and regulations, in order to be a Rolling Noteholder (should they elect to be a Rolling Noteholder), Noteholders must make the following representations. Noteholders who are able to make these representations must make them through the relevant Account Holder in this Account Holder Letter. Noteholders who are unable to make these representations will be a Tendering Noteholder and will receive cash in an amount equal to its Existing Notes Tender Offer Amount in exchange for its Existing Notes on the Settlement Date.

We represent for the benefit of the Scheme Company and the Parent that:

we have complied with all laws and regulations applicable to us in force in any relevant jurisdiction as required for us to receive this Scheme Document and have obtained all authorisations required to be obtained by us under the laws and regulations applicable to us in force in any relevant jurisdiction to which we are subject and the Scheme Company, the Parent, its directors and advisers shall not have any responsibility therefor;
the distribution of the Scheme Document to us will not infringe the laws of any jurisdiction or require the Scheme Company to observe or obtain any authorisation;
in the event that we are resident in the United States of America, we are a "qualified institutional buyer" (as defined in Rule 144A under the US Securities Act) or an institutional "accredited investor" (as defined under Rule 501(a)(1), (2), (3) or (7) of Regulation D under the US Securities Act) or purchasing for the account of a qualified institutional buyer or an institutional accredited investor (as the case may be).

Are you electing to be a Rolling Noteholder? *

Template Download for Part 5 - Securities Law Representations

Template Upload for Part 5 - Securities Law Representations *

Please upload the file in pdf format

PART 6 : EXECUTION BY ACCOUNT HOLDER
Account Holder is defined as a custodian (typically a regulated entity with granted authority like a bank) with an account at Euroclear, Clearstream, or DTC. Noteholders are NOT Account Holders.

Full Name of Account Holder *

Clearing System Account Number of Account Holder *

Full Name of Authorised Employee of Account Holder *

Job Title of Authorised Employee of Account Holder *

Phone Number of Authorised Employee of Account Holder (with country code) *

Fax Number of Authorised Employee of Account Holder (with country code)

Principal Email Address *

For confirmation of submission and contact

Optional Email Address(es)

For contact only

Address of Authorised Employee of Account Holder (with postal code and country) *

Street Address Address Line 2 City State / Province / Region Postal / Zip Code Country / Region

Before returning this Account Holder Letter, please ensure that you have provided all the information requested. Acceptance of this Account Holder Letter by the Information Agent is subject to the Information Agent reconciling the Blocking Instruction reference number(s) allocated by Euroclear or Clearstream (as the case may be) with the blocking instructions recorded by Euroclear and Clearstream.

Please ensure that the information in the uploaded template form is identical to this e-form.

Template Download for Part 6 - Execution by Account Holder

Template Upload for Part 6 - Execution by Account Holder *

Please upload the file in pdf format

PART 1 - NOTEHOLDER DETAILS

PART 2 - HOLDING DETAILS

PART 3 - CONFIRMATIONS

PART 4 - VOTING

PART 5 - SECURITIES LAW REPRESENTATIONS

PART 6 : EXECUTION BY ACCOUNT HOLDER Account Holder is defined as a custodian (typically a regulated entity with granted authority like a bank) with an account at Euroclear, Clearstream, or DTC. Noteholders are NOT Account Holders.

PART 6 : EXECUTION BY ACCOUNT HOLDER
Account Holder is defined as a custodian (typically a regulated entity with granted authority like a bank) with an account at Euroclear, Clearstream, or DTC. Noteholders are NOT Account Holders.