NOTEHOLDER UPDATE IN RELATION TO UKRENERGO

US$825,000,000 6.875% GUARANTEED SUSTAINABILITY-LINKED GREEN NOTES DUE 2028 (THE "NOTES")

ISSUED BY PRIVATE JOINT STOCK COMPANY "NATIONAL POWER COMPANY "UKRENERGO"" (THE "COMPANY")

LONDON, Feb. 10, 2025 /PRNewswire/ -- The Ad Hoc Group of holders of the Notes (the "Ad HocGroup"), advised by Cleary Gottlieb Steen & Hamilton LLP, wishes to comment on the Company's announcement issued today (the "Company Announcement").

It is the view of the Ad Hoc Group that the proposal put forward by the Company detailed in the Company Announcement (the "Company Proposal") has no prospect of approval by a requisite majority of holders of the Notes nor does it form the basis for viable point of engagement with Noteholders.

The Ad Hoc Group considers that the proper context for evaluating the Company's request for a debt restructuring includes the following considerations:

The Company Proposal does not adhere to any of these principles and moreover:

Notwithstanding this, the Ad Hoc Group remains willing to engage with the Company constructively regarding a potential transaction in relation to the Notes provided that such engagement is underpinned by the key principles set out above. To this end, the Ad Hoc Group provided an indicative term sheet setting out a proper basis for constructive, good-faith negotiations with a view to delivering a transaction that would be able to command sufficient support from holders of the Notes to be implementable (the "AHG Proposal"). The key terms of the AHG Proposal are as follows:

1.      Payment by the Company of all past due interest on the Notes in full.

2.      Either of the following to enable a partial de-risking of the Notes in exchange for releasing the full sovereign guarantee:

a.       a partial paydown of the Notes in cash with holders of the Notes receiving US$460 in cash for each US$1,000 in principal amount of the Notes; or

b.      the Notes receiving the benefit of a security package consisting of the same instruments that were provided by the sovereign to holders of the sovereign's USD 7.75% Notes due 2024 as part of the most recent sovereign restructuring transaction. I.e. for each US$1,000 of aggregate principal amount of, and accrued interest on, the Notes:

3.      To the extent not redeemed, the Notes remaining in place on their existing terms and payment schedule but with a coupon of 8.5%.

4.      A consent fee of US$20 in cash for each US$1,000 in principal amount of the Notes.

The Ad Hoc Group considers the AHG Proposal to be fully compatible with the 'Most Favoured Creditor' provisions in the sovereign bond documents.

Whilst the Ad Hoc Group remains willing to engage with the Company to agree a workable solution, for such discussions to have any prospect of being successful the Company would need to agree to engage with the Ad Hoc Group on the basis of the principles set out above.

Holders of the Notes are invited to contact Alastair Goldrein or James Armshaw of Cleary Gottlieb Steen & Hamilton LLP for further information. The contact details for Messrs. Goldrein and Armshaw appear below:

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SOURCE Ad Hoc Group of Ukrenergo Bondholders