November 13, 2017 Acknowledgement for the Current Situation on Group Lease PCL and Our View on the Future Direction

November 13, 2017

Company Name: JTRUST ASIA PTE.LTD.
Representative: Nobuyoshi Fujisawa, Managing Director,CEO
Contact: Shigeyoshi Asano, Director
Telephone: +65-6535-5152

Acknowledgement for the Current Situation on Group Lease PCL and
Our View on the Future Direction

J Trust Co., Ltd., the parent of JTRUST ASIA PTE. LTD., published a press release “Acknowledgement for the Current Situation on Group Lease PCL and Our View on the Future Direction”. Please refer to the attachment.

November 13, 2017

Company Name: J Trust Co., Ltd.
(Listed on Second Section of the Tokyo Stock Exchange, code 8508)
Representative: Nobuyoshi Fujisawa, President & CEO
Contact: Taiji Hitachi, Director and Executive Officer
Telephone: +81(3) 4330-9100

Acknowledgement for the Current Situation on Group Lease PCL and
Our View on the Future Direction

J Trust Co., Ltd. (hereinafter, “the Company”) would like to show our view on the future direction regarding Group Lease PCL (hereinafter “GL”).

  1. Current Situation on GL

    According to news release announced on website of The Securities and Exchange Commission (hereinafter, “SEC”), SEC has filed a criminal complaint with the Department of Special Investigation (DSI) against Mr. Mitsuji Konoshita, Chief Executive Officer of GL, for falsification and corporate fraud case. He has lost the qualification for holding the positions of directors and executives in GL under the Securities Exchange Act of Thailand and already stepped down from them.
    On October 19, 2017 SEC requested GL to amend its financial statements. GL’s Independent Auditor EY (hereinafter, “EY”) modified the previous reports with an unqualified conclusion to disclaimer of conclusion dated as of October 17, 2017.

  2. The Company and its business relations with GL

    JTRUST ASIA PTE. LTD. (hereinafter, “JTA”), a subsidiary of the Company currently holds 122,163,100 shares of GL (Ownership ratio: 8.01%) and USD 180 million of convertible bonds. JTA also holds 20% of PT Group Lease Finance Indonesia (hereinafter, “GLFI”), established in Indonesia. The Company considers that it is highly possible to reserve the right to cancel for USD 180 million of convertible bonds because the representations and warranties are breached.

  3. Our policies and responses for the future direction.

    The following three options will be considered depending on the cases;

    Cases GLFI Shares of GL Convertible Bonds of GL Shareholder derivative suit / Pursuing the liability of the auditor
    1. GL retains the current management structure as well as the shareholding structure. Request terminating the joint investment and turning to a wholly owned subsidiary of J Trust. Selling-off. (Assuming the exercise of the right to cancel)
    (a)Early redemption.
    (b)Collecting debts by commencement of bankruptcy proceedings or reorganization proceedings.
    Entering a lawsuit against the directors and EY, depending on the conditions.
    2. GL is rescued by other investors. Request terminating the joint investment and turning to a wholly owned subsidiary of J Trust. Selling-off. (Assuming the exercise of the right to cancel)
    Repayment.
    Entering a lawsuit against the directors and EY, depending on the conditions.
    3. Business integration with J Trust. Turning to a wholly owned subsidiary of J Trust with the shareholding structure remains as it is. Holding the shares as a subsidiary of J Trust. Loans to subsidiaries. Entering a lawsuit against the directors and EY might be considered.

The Company considers that the option 3 would be the most beneficial for both the Company and shareholders of GL because together with J Trust, GL could expand its business further by utilizing as group synergies of retail financing in Southeast Asia.

The Company is committed to making utmost effort with a view to reaching a conclusion before the end of November, based on engaging in close consultation with the relevant authorities as well as complying with applicable law and by-laws, and the rules of the Stock Exchange of Thailand and the Kingdom of Thailand.

In any situation, the Company is taking into account the interests of stakeholders to maximize its value while mitigating impacts on business performance by expertizes and experiences.

We will make further disclosure as soon as any further development occurs.

-End-

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