Announcement: Formation of Creditors’ Committee (LC).

We would like to update all users of the WazirX platform that the Company will soon begin the process of forming a Committee of Creditors (“COC”) to represent the interests of creditors in the scheme of arrangement with the Company (“Scheme”) that the Company has been working on and intends to propose to its Creditors.

NOTE: For the purposes of the proposed restructuring of Zettai Pte Ltd (the “Company”), the claimant users of the WazirX Platform are the contingent unsecured creditors of the Company (the “Creditors”).

Committee of Creditors

The COC plays an important advisory role in any restructuring process to facilitate the sharing of ideas from the large lender base with the Company and its advisors, allowing for a streamlined feedback process. Below are some notes related to COC.

• As the COC is intended to represent a broader base of lenders, the selection criteria for the COC will be transparent, unbiased and properly designed to ensure fair representation. (The COC selection methodology is explained in a later section).
• For security reasons, the identity of each COC member will remain confidential to the Creditor Base unless otherwise specifically requested by any COC member, but will be available to other COC members to facilitate effective discussions. Please note, however, that the identity of COC members may need to be disclosed to a Singapore court.
• Minutes of each COC meeting will be circulated to all Creditors subject to redaction to preserve the confidentiality of the COC member’s identity.
• The company and its consultants will work with the COC to create an efficient and secure methodology for the COC to connect with lenders and receive their feedback.
• The role of COC member is entirely voluntary. Creditors must actively opt-in to join the WRC, and creditors who do not accept this acceptance under the proposed WRC formation methodology will not be appointed to the WRC.

Roles and Responsibilities

The Company and its advisors intend to form a CPA consisting of 10 COC members, each of whom is a Creditor, who acknowledges that their participation in the CPA is based on the Company’s status as a contingent unsecured creditor at the time of the Reorganization and keyed as follows; duties and responsibilities.

• Providing feedback on the borrower’s preferences and priorities. The COC acts as a sounding board for the Company and its advisors to better understand the Loan’s thinking and assist in creating restructuring terms that are generally acceptable to the Creditors.
• Monitoring progress. The COC will receive regular updates from the Company and its advisors on the progress of the restructuring and is welcome to discuss such progress with the Company and its advisors at COC meetings.
• Advisory role. The role of the COC is purely advisory and the COC has the same Scheme voting rights as the other Creditors. The Company and its advisors will consider the recommendations made by the COC, but are not obligated to integrate them into the restructuring.
• Presentation of interests of creditors. The COC aims to be representative of the wider creditor base in selection criteria, and COC members represent the interests of all Creditors (not just their own).
• Obligation to attend COC meetings. The primary method of communication between the Company and the COC will be in the form of COC meetings held via video conference at a time convenient to the majority of the COC. COC members must attend COC meetings in order to fulfill their duties as a COC member.

Rules of conduct

All COC members are expected to adhere to the following Code of Conduct to ensure that members act with integrity, objectivity and professionalism.

• Honesty and integrity. COC members must maintain integrity in the performance of their role and not misrepresent any fact or situation, whether to the Company and its advisers or to the wider Credit Base.
• Objectivity. Decisions must be made objectively, without bias and for the benefit of all Creditors.
• Privacy. Upon receipt of specifically confidential and COC-only information, COC members must keep all information confidential and not disclose it to unauthorized parties (including the wider Credit Base).
• Conflict of interest. Any potential conflict of interest must be disclosed and COC members must refrain from actions that could be viewed as self-serving.
• Cooperation. COC members are expected to cooperate with the Company and its advisors and other stakeholders to ensure the smooth conduct of COC proceedings.
• Professional competence. Members shall attend and participate actively and meaningfully in meetings and discussions.
• Professional behavior. Members must treat stakeholders with respect and courtesy and communicate with others in a clear, respectful and professional manner.

Failure to comply with the Code of Conduct may result in removal from the COC.

In addition, the following will not be tolerated:

• Profane or offensive language.
• Intentionally disruptive behavior.
• Misuse of privileged or confidential information available exclusively to the COC.
• dissemination of misleading information, misinformation or false information.

Furthermore, if a COC member repeatedly fails to attend COC meetings or demonstrates a persistent lack of involvement, he or she may be removed from the COC. This ensures that the COC remains active and engaged, which is crucial to the effective management of the restructuring process.

Methodology of COC formation

The COC formulation methodology should take into account the distribution of Creditors by number and value to ensure adequate representation. The Lender base is currently heavily weighted towards low value claims, with 87% of Creditors representing less than 8% of total claims by volume. As such, it is not appropriate to form a COC based on calculation, given that such a methodology would bias low-value claims at the expense of higher-value claims.

To overcome this and ensure fair representation, the Company will use a combination of cost and calculation in the formation of the COC as follows:

1. The Company will first create a “Contingent Lenders Fund” by dividing the Creditors into tranches of 10% each based on the total amount. value of Claims (each a “Tranche”) – Creditors will be ranked from the smallest claims to the largest claims, with this total list divided into 10 separate tranches, each representing 10% of the claims, with the sum of all Tranches being $546.5. m Claim.

2. Within each tranche, 1% of Creditors will be randomly selected to create the pool of Contingent Lenders (~43 thousand lenders out of a total of 4.3 million lenders), which will give each Creditor an equal chance of selection; to count within their Tranche, which has already been value-adjusted to mitigate the impact of a significant number of Creditors with lower claims. Creditors selected for the pool of contingent lenders are eligible to indicate their interest to be members of the COC.

3. Creditors who have been selected from the pool of Contingent Lenders and who subsequently indicate their interest to be members of the COC within the specified period, will constitute Potential COC Members.

4. 1 creditor from each tranche of the pool of potential COC members will be randomly selected to form a COC of 10 Creditors, each within a different tranche of common claims.

Please refer to the table below for a tabular representation of the COC formulation methodology:

^Based on the number of creditors who are within the percentages specified in the first column.

COC selection process

COC members will be elected in two rounds as follows:

Phase 1: Contingent Lenders Fund

An estimated 1% of each Tranche will be randomly selected and sent an email notification to indicate their interest in becoming COC members. Creditors selected for the group of contingent creditors who express their interest within the specified period are eligible to participate in the 2nd stage of the COC formation process by accepting their status in the contingent unsecured creditor Company Scheme of Arrangement and will be formed; Potential COC members. Due to the progress in the process of formation of the NPC, please note that we will not make any exceptions to consider creditors who do not express their interests within the stipulated time.

Stage 2: Potential HOC member

Once the pool of potential COC members is established, one COC member will be randomly selected from each tranche of the COC member pool as set forth in the table above.

Coincidence

It is important that the sample be completely random to remove any potential bias from the selection process; a random number generator will be used to ensure the randomness of the selection in both rounds 1 and 2.

Schedule of COC formation

The Company and its advisors aim to complete Phase 1 by October 3, 2024 and issue emails to specific Creditors identified in Phase 1. These Creditors must indicate their interest in becoming members of the COC by October 7, 2024.

Phase 2 will be completed by October 8, 2024, after which the Company will notify the Creditors who have been elected to the COC by October 9, 2024. Meanwhile, all Creditors will be notified of the successful formation of the COC by October 9, 2024.

The Company and its advisors aim to hold the first COC meeting within one week of the formation of the COC and will provide at least 48 hours notice to elected COC members for all proposed COC meetings.

Third municipality

The company and its advisors will hold a Third Town Hall this Friday (October 4, 24) at 4:00 PM SGT / 1:30 PM IST to explain the COC election process to creditors. Details will be provided in due course.

We appreciate your continued involvement in this rebuilding process and thank you for your continued support.

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