We wish to update all users of the WazirX platform that the Company will shortly commence the process of forming a Committee of Creditors (“COC”) to represent Creditors’ interests in the engagement with the Company in respect of a Scheme of Arrangement (“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”), users of the WazirX platform with Claims are contingent unsecured creditors of the Company (“Creditors”).

Committee of Creditors

A COC plays a crucial consultative role in any restructuring proceeding to facilitate the exchange of ideas of a large creditor base with the Company and its advisors – this allows a streamlined feedback process. Set out below are some notes in relation to the COC:

• As the COC is intended to be representative of the broader Creditor base, the selection criteria for the COC will be transparent, impartial, and appropriately structured to ensure fair representation. (The methodology for COC selection is explained in the later section.)
• For security reasons, each COC member’s identity will remain confidential to the Creditor base unless specifically requested otherwise by any COC member but will be made available to other COC members to facilitate efficient discussions. Please note, however, that the identities of the COC members may need to be disclosed to the Singapore Court. 
• Minutes of every COC meeting will be shared with all Creditors, subject to redaction to maintain COC member identity confidentiality. 
• The Company and its advisors will work with the COC to generate an efficient and secure methodology for the COC to correspond with Creditors and take their feedback.
• The COC member role is entirely voluntary – Creditors will have to make an active acceptance to join the COC, and Creditors who do not make this acceptance under the proposed COC formation methodology will not be appointed to the COC.

Roles and Responsibilities

The Company and its advisors intend to form a COC comprising 10 COC members, each of whom is a Creditor that accepts that their participation in the COC is founded on their status as contingent unsecured creditors of the Company in the restructuring, and with the following key responsibilities and duties:

• Providing feedback on Creditor preferences and priorities: The COC acts as a sounding board for the Company and its advisors to better understand Creditor thinking and aid the generation of restructuring terms acceptable to Creditors generally.
• Monitoring Progress: The COC will receive regular updates from the Company and its advisors on the progress of the restructuring and are welcome to discuss said progress on COC meetings with the Company and its advisors.
• Consultative Role: The COC’s role is purely consultative and the COC has the same Scheme voting rights as other Creditors. The Company and its advisors will consider recommendations made by the COC but are not obligated to integrate them into the restructuring.
• Representing Creditors’ Interests: The COC aims to be representative of the broader Creditor base in selection criteria, and COC members represent the interests of all Creditors (not just their own).
• Obligation to attend COC meetings: A key method of communication between the Company and the COC will be in the form of COC meetings, which will be held via video conference at a time convenient to the majority of the COC. COC members will need to attend COC meetings to be able to discharge their responsibilities as a COC member.

Code of Conduct

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

• Integrity and Honesty: COC members must maintain integrity in performing their roles and not misrepresent any facts or situations, whether to the Company and its advisors, or to the broader Creditor base.
• Objectivity: Decisions should be made objectively, without bias, and in the best interest of all Creditors.
• Confidentiality: Upon receiving information specifically designated as confidential and for the COC only, COC members must keep all information confidential and not disclose it to unauthorized parties (including the broader Creditor base).
• Conflict of Interest: Any potential conflicts of interest must be disclosed, and COC members should refrain from actions that could be seen as self-serving.
• Cooperation: COC members are expected to cooperate with the Company and its advisors and other stakeholders to ensure smooth proceedings in the conduct of COC-related proceedings.
• Professional Competence: Members should participate and contribute actively and meaningfully in meetings and discussions.
• Professional Behaviour: Members must treat stakeholders with consideration and courtesy and interact with others in a clear, respectful, and professional manner.

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

In addition, the following will not be tolerated:

• Vulgar or abusive language.
• Intentionally disruptive behaviour.
• Misuse of privileged or confidential information made available specifically to the COC only.
• Spreading misleading information, misinformation, or false information.

Further, if a COC member repeatedly fails to attend COC meetings or demonstrates persistent lack of engagement, they may face removal from the COC. This ensures that the COC will remain active and engaged, which is crucial for the effective management of the restructuring process.

COC Formation Methodology

COC formation methodology needs to account for the distribution of Creditors by count and value to ensure adequate representation. The Creditor base is presently heavily weighted by count towards low value Claims, with 87% of Creditors by count representing less than 8% of the total Claims by value. As such, it is not appropriate to form a COC on the basis of count given that such a methodology will bias the representation towards low value Claims at the expense of higher value Claims.

To overcome this and ensure fair representation, the Company will be using a combination of value and count in the formation of the COC as follows:

1. The Company will first establish a “Contingent Creditor Pool” by segmenting Creditors into tranches of 10% each based upon the total value of Claims (each a “Tranche”) – Creditors will be sorted in terms of smallest Claims to largest Claims, with this overall list being broken into 10 separate Tranches each representing 10% of Claims, with the sum of all Tranches amounting to USD 546.5m of Claims. 

2. Within each Tranche, 1% of Creditors will be selected at random to establish the Contingent Creditor Pool (~43k Creditors out of ~4.3m Creditors in total), allowing every Creditor an equal chance of selection by count within their Tranche, which has already been adjusted by value to mitigate impact from the significant numbers of Creditors with low Claims. Creditors selected for the Contingent Creditor Pool will be eligible to indicate their interest in being a COC member.

3. Creditors who have been selected for the Contingent Creditor Pool and subsequently indicate their interest to be a COC member within the stipulated deadline will form the Potential COC Member Pool.

4. 1 Creditor from each Tranche of the Potential COC Member Pool will be selected at random to form the COC of 10 Creditors, each within a different Tranche of total Claims.

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

Percentile of Total Value of Creditor Claims	Contingent Creditor Pool^	No. of COC members to be selected
0 – 10th	1%	1
10th – 20th	1%	1
20th – 30th	1%	1
30th – 40th	1%	1
40th – 50th	1%	1
50th – 60th	1%	1
60th – 70th	1%	1
70th – 80th	1%	1
80th – 90th	1%	1
90th – 100th	1%	1
Total	1%	10

^Based on the number of creditors that fall within the percentiles indicated in the first column.

COC Selection Process

The COC members will be selected in two phases, as follows:

Phase 1: Contingent Creditor Pool

1% of each Tranche by count will be randomly selected and sent an email notification to indicate their interest in becoming a COC member. Creditors selected for the Contingent Creditor Pool who indicate their interest within the stipulated period will be eligible to participate in Phase 2 of the COC formation process subject to acceptance of their status as a contingent unsecured creditor in the Scheme of Arrangement of the Company and will form the Potential COC Member Pool. In the interest of progressing with the formation of the COC, please note that we will not be making any exceptions to consider creditors who do not indicate their interest within the stipulated period.

Phase 2: Potential COC Member Pool

Once the Potential COC Member Pool is established, one COC Member will be randomly selected from each of the COC Member Pool tranches, as outlined in the table above.

Randomness

It is essential that the sampling be entirely random to remove any potential bias from the selection process – a random number generator will be utilized to ensure randomness in selection in both Phases 1 and 2.

COC Formation Timeline

The Company and its advisors aim to complete Phase 1 by 3 October 2024 and issue emails to specific Creditors identified in Phase 1. These Creditors will have to indicate their interest in being a COC member by 7 October 2024.

Phase 2 will be completed by 8 October 2024, following which the Company will inform the Creditors who have been selected to the COC by 9 October 2024. Concurrently, all Creditors will be informed of the successful formation of a COC by 9 October 2024.

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

Third Townhall

The Company and its advisors will be holding the Third Townhall this Friday (4th Oct 24) at 4 PM SGT / 1.30 PM IST to explain the COC selection process to Creditors. Dial in details will be provided in due course.

We appreciate your ongoing engagement in this restructuring process and thank you for your continued support.

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