Notice of Meeting

PJSC National Power Co. Ukrenergo

28 August 2026

 

NOTICE OF MEETING

THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR OWN INDEPENDENT PROFESSIONAL ADVISERS IMMEDIATELY.

PRIVATE JOINT STOCK COMPANY "NATIONAL POWER COMPANY "UKRENERGO"

("Ukrenergo" and the "Issuer")
(incorporated in Ukraine)

in respect of outstanding Notes listed in the table below (the "Notes")

Description	Unrestricted Existing Notes ISIN / Common Code	Restricted Existing Notes ISIN / Common Code / CUSIP	Outstanding Principal Amount
U.S.$825,000,000 6.875 per cent. Guaranteed Sustainability-Linked Green Notes due 2028	ISIN: XS2404309754 Common Code: 240430975	ISIN: US63718LAA26 Common Code: 240688476 CUSIP: 63718LAA2	U.S.$825,000,000

NOTICE IS HEREBY GIVEN that, pursuant to the provisions of Schedule 6 (Provisions for Meetings of the Noteholders) to the Agency Agreement (as defined below) in relation to the Notes and made between the Issuer and The Bank of New York Mellon SA/NV, Dublin Branch (the "Registrar") and The Bank of New York Mellon, London Branch (the "Fiscal Agent", "Principal Paying Agent", and "Transfer Agent"), the Issuer, has called a meeting of the Noteholders to be held on 1 October 2026 via teleconference at 11:00 a.m. (London time) for the purpose of considering and, if thought fit, passing the resolution set out below, with any implementation of that resolution being subject to the satisfaction of the condition set out in paragraph 12 thereof (the "Eligibility Condition"), which will be proposed as an Extraordinary Resolution in accordance with the provisions of the Agency Agreement.

The Meeting (and any adjourned Meeting) will be held via teleconference or video conference (the "Virtual Meeting"). Accordingly, the Meeting (and any adjourned Meeting) will not be convened at a physical location. In such circumstances, those Noteholders who have indicated to the Invitation Agent as described below that they wish to attend the Meeting will be provided with further details about attending the Virtual Meeting.

Attendance at the Virtual Meeting (and any adjourned Meeting) shall take place over a secure video-conference facility. An alternative telephone dial-in number shall also be available in order to access the Virtual Meeting (and any adjourned Meeting) should internet connections fail. Noteholders will attend "virtually" by dialling into a secure teleconference or video conference.

Each person eligible and wishing to attend the Virtual Meeting (the "participant") shall give notice in writing to the Invitation Agent (using the details specified at the back of this Notice) no later than 48 hours (as defined in the Agency Agreement) before the time fixed for the Virtual Meeting. Such notice shall specify the full name of the participant, the capacity in which they are attending and (if voting) the principal amount of Notes they hold or represent and their e-mail contact details. If the participant will be voting at the Virtual Meeting, the notice shall be accompanied by an electronic copy of a valid identification document (passport, ID card or driving licence) and, if applicable, sufficient evidence of blocking the Notes he or she holds or represents. The Invitation Agent before the time fixed for the Virtual Meeting shall notify the chairman of the Meeting of participants (including their e-mail contact details) who have given notices pursuant to this paragraph. The chairman (or the teller on the chairman's behalf) will, not earlier than 2 hours before the time fixed for the Meeting, send each participant, as notified by the Invitation Agent in accordance with the preceding sentence, instructions on accessing the teleconference using the email contact details provided.

Unless the context otherwise requires, capitalised terms used in this notice shall bear the meanings given to them in the Memorandum (as defined below).

EXTRAORDINARY RESOLUTION

"THAT THIS MEETING (the "Meeting") of the holders (the "Noteholders") of the U.S.$825,000,000 6.875 per cent. Guaranteed Sustainability-Linked Green Notes due 2028 (the "Notes") issued by Private Joint Stock Company "National Power Company "Ukrenergo" (the "Issuer" or "Ukrenergo") and that are unconditionally and irrevocably guaranteed by Ukraine, represented by the Minister of Finance of Ukraine acting upon instructions of the Cabinet of Ministers of Ukraine (the "Guarantor"), with a benefit of an agency agreement dated 9 November 2021, as supplemented by the supplemental agency agreement dated 11 August 2022 (the "Agency Agreement") between the Issuer and The Bank of New York Mellon SA/NV, Dublin Branch (the "Registrar") and The Bank of New York Mellon, London Branch (the "Fiscal Agent", "Principal Paying Agent", and "Transfer Agent"), and constituted by a deed of covenant in relation to the Notes dated 9 November 2021 and made by the Issuer (the "Deed of Covenant") and a deed of guarantee relating to the Notes dated 9 November 2021 as amended and restated on 11 August 2022 and made by the Guarantor (the "Deed of Guarantee") by Extraordinary Resolution (as defined in the Agency Agreement) (the "Extraordinary Resolution") HEREBY:

1.   irrevocably authorises, directs, requests, instructs and empowers the Issuer, the Guarantor, the Fiscal Agent, the Principal Paying Agent, the Transfer Agent and the Registrar to agree to the amendment and restatement of the Agency Agreement (including, amending the terms and conditions of the Notes as annexed to the Memorandum (as defined below) as Annex III (Form of Amended Conditions) (the "Conditions")), the Deed of Covenant and the Deed of Guarantee, in each case substantially in the form set out in the drafts of the Amended and Restated Agency Agreement,  the Amended and Restated Deed of Covenant and Amended and Restated Deed of Guarantee available on the Offer Website;

2.   irrevocably authorises, directs, requests, instructs and empowers the Issuer, the Fiscal Agent, the Principal Paying Agent, the Transfer Agent and the Registrar to enter into the Amended and Restated Agency Agreement substantially in the form set out on the Offer Website;

3.   irrevocably authorises, directs, requests, instructs and empowers the Issuer to enter into the Amended and Restated Deed of Covenant substantially in the form set out on the Offer Website;

4.   irrevocably authorises, directs, requests, instructs and empowers the Guarantor to enter into the Amended and Restated Deed of Guarantee substantially in the form set out on the Offer Website;

5.   approves the Exchanged Bonds Cash Allocation Mechanism, Non-Participating Holder Cash Allocation Mechanism and the Mandatory Exchange (each as defined in the Memorandum);

6.   gives irrevocable and unconditional waiver of any breach under or in respect of the Notes, the Conditions, the Deed of Covenant or the Agency Agreement arising as a result of the suspension of payments thereunder by the Issuer or by the threat of, in anticipation of, in connection with, or as a result of, the Invitation or any terms thereof existing or occurring on or before the Settlement Date;

7.   irrevocably authorises, directs, requests, instructs and empowers the Fiscal Agent, the Principal Paying Agent, the Transfer Agent, the Registrar and the Issuer to concur in and execute all such deeds, instruments, acts and things that may be necessary, appropriate or desirable in the opinion of the Fiscal Agent, the Principal Paying Agent, the Transfer Agent, the Registrar and/or the Issuer to carry out and give effect to this Extraordinary Resolution, including, for the avoidance of doubt, the Issuer entering into and performing and (subject to the satisfaction of the Eligibility Condition (as defined below) and other relevant Conditions to the Invitation) the implementation of the amendments, modifications referred to in paragraph (1) of this Extraordinary Resolution;

8.   authorises, requests and instructs the Fiscal Agent, the Principal Paying Agent, the Transfer Agent and the Registrar not to request or obtain any legal opinions in relation to the execution of the Amended and Restated Agency Agreement, the Amended and Restated Deed of Covenant, the Amended and Restated Deed of Guarantee or any other documents entered pursuant to, or in respect of the matters contemplated, by this Extraordinary Resolution;

9.   irrevocably and unconditionally discharges and exonerates and holds harmless the Fiscal Agent, the Principal Paying Agent, the Transfer Agent, the Registrar, from any direct or indirect loss, damage, cost, charge, claim, demand, expense, judgment, action, proceeding or any other liability of any kind whatsoever (including without limitation in respect of taxes, duties, levies, imports and other charges) and including legal fees and expenses for which it or they may have become or may become liable or responsible under the Agency Agreement, the Deed of Covenant, the Deed of Guarantee or the Notes in respect of any act or omission (not arising from their own gross negligence, wilful default or fraud) in connection with this Extraordinary Resolution or its implementation (subject to the satisfaction of the Eligibility Condition and other relevant Conditions to the Invitation);

10. waives irrevocably any claim that the Noteholders may have against the Fiscal Agent, the Principal Paying Agent, the Transfer Agent and/or the Registrar arising as a result of any loss or damage which any Noteholder may suffer or incur as a result of the Fiscal Agent, the Principal Paying Agent, the Transfer Agent or the Registrar acting upon this Extraordinary Resolution (including, without limitation, circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding on the Noteholders or that there is a defect in the passing of this Extraordinary Resolution) and further confirms that the Noteholders will not seek to hold the Fiscal Agent, the Principal Paying Agent, the Transfer Agent or the Registrar liable for any such loss or damage and that neither the Fiscal Agent, the Principal Paying Agent, the Transfer Agent nor the Registrar shall be responsible to any person for acting upon this Extraordinary Resolution and the Noteholders further confirm that they will not seek to hold the Fiscal Agent, the Principal Paying Agent, the Transfer Agent and the Registrar liable for any such loss or damage, save in relation to its or their own gross negligence, wilful default or fraud, as applicable;

11. acknowledges that it is a condition to the implementation of this Extraordinary Resolution (i) that the quorum required for, and the requisite majority of votes cast at, the Meeting in respect of this Extraordinary Resolution being satisfied by Eligible Holders only, irrespective of any participation by Ineligible Holders (the "Eligibility Condition") and (ii) that the other Conditions to the Invitation (as defined in the Memorandum (as defined below) are satisfied or (to the extent capable of being waived) waived;  

12. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

"Amendments" means amendments to the Agency Agreement (including the Conditions), Deed of Covenant and Deed of Guarantee for the purpose of affecting the changes outlined in the Consent Solicitation and as set out herein;

 "Consent Solicitation" means the invitation by the Issuer to the Noteholders to consent to (i) the modification of the Conditions relating to the Notes and other related documents, as described in the Memorandum and as the same may be amended in accordance with its terms, as well as (ii) the approvals of the Exchanged Bonds Cash Allocation Mechanism, Non-Participating Holder Cash Allocation Mechanism and the Mandatory Exchange;

"Effective Time" means (i) with respect to the time at which the Amendments and the Waiver come into effect, the time on the Settlement Date when The Bank of New York Mellon as custodian of the SPV confirms receipt of the Existing Notes into the SPV's securities account and (ii) with respect to the time at which the other matters covered by this Extraordinary Resolution come into effect, the time on the Settlement Date when the Issuer delivers or procures delivery of the Consideration to the Clearing Systems;

"Eligible Holder" means each Noteholder who is either a non-U.S. Person outside the United States or a QIB or an Accredited Investor (each as defined in the Memorandum);

"Exchange Offer" means the offer by the Issuer to the Noteholders to exchange their holdings of Notes for New Notes (as defined in the Memorandum), as described in the Memorandum;

"Ineligible Holder" means each Noteholder who is not an Eligible Holder;

"Invitation" means the Tender Offer, the Exchange Offer and the Consent Solicitation;

"Memorandum" means the tender offer, exchange offer and consent solicitation memorandum dated 28 August 2026 prepared by the Issuer in relation to the Invitation as may be supplemented from time to time; and

"Tender Offer" means the offer by the Issuer to Noteholders to tender their holdings of Notes for purchase by the Issuer for cash, as described in the Memorandum

"Waiver" means the waiver described in resolution 10 above; and

13. subject to the Effective Time in respect of the Amendments and the Waiver having occurred, sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Noteholders against the Issuer or against any of its/their property, whether such rights shall arise under the Agency Agreement or shall otherwise be involved in or result from the amendments referred to in paragraph (1) of this Extraordinary Resolution."

Subject to (i) the Extraordinary Resolution having been duly passed, (ii) the Eligibility Condition, (iii) other Conditions to the Invitation being satisfied or (to the extent capable of being waived) waived, (iv) the payment or transfer (as the case may be) of Consideration to the Clearing Systems by or on behalf of the Issuer, and by the Clearing Systems to their Direct Participants for onward distribution to each Holder entitled to receive Consideration in the amount and otherwise in accordance with the terms set out in this Memorandum, (v) the Escrow Agent having received in the Escrow Account the full amount for (a) the payment of the AHG Work Fee to the AHG in accordance with the terms agreed between the Issuer and the AHG and (b) the payment of the fees of AHG's legal counsel to AHG's legal counsel in accordance with the terms agreed between the AHG's legal counsel and the Issuer, the Amendments and Waiver set out in the Extraordinary Resolution and approvals of the Exchanged Bonds Cash Allocation Mechanism, Non-Participating Holder Cash Allocation Mechanism and the Mandatory Exchange shall be implemented on the Settlement Date at the relevant Effective Time (as defined in the Memorandum).

Unless the context otherwise requires, capitalised terms used in the Extraordinary Resolution shall bear the meanings given to them in the Agency Agreement (incorporating the terms and conditions of the Notes) and the Memorandum.

Rationale for the Consent Solicitation

Pursuant to the Consent Solicitation the Issuer seeks to (i) amend the Conditions of its Notes to align key commercial terms with the terms of the new notes (the "New SPV Notes") to be issued by Mavka Finance Designated Activity Company (the ("SPV") to procure the New Financing as well as to amend and restate the Agency Agreement, the Deed of Covenant and the Deed of Guarantee to give effect to such Amendments, all as required by the terms of the New Financing, and (ii)  approve the Exchanged Bonds Cash Allocation Mechanism, Non-Participating Holder Cash Allocation Mechanism and the Mandatory Exchange terms allowing the Issuer to purchase any Notes not tendered or accepted for purchase or exchange pursuant to the Tender Offer and the Exchange Offer either (a) for cash pursuant to the Non-Participating Holder Cash Allocation Mechanism (as defined in the Memorandum) or (b) in exchange for New Notes pursuant to the Mandatory Exchange (as defined in the Memorandum), all as more fully described in the Memorandum. The Invitation will allow Ukrenergo to refinance its existing Notes on attractive terms with the benefit of the New Financing. Upon successful conclusion of the Invitation and the transactions contemplated thereby, the Amended Notes will be transferred to the SPV on the Settlement Date and the SPV will thereafter (i) be the holder of all the Amended Notes and (ii) benefit from a credit support by a development financial institution as a part of the New Financing. The principal and interest savings resulting from the transaction will be used by Ukrenergo to rebuild and maintain the power network in Ukraine. The full rationale and related disclosure are included in the Memorandum.

Further detail, including in respect of certain risks relating to the Consent Solicitation, are set out in the Memorandum, a copy of which is available as indicated below.

By voting in respect of the Extraordinary Resolution, each Noteholder confirms and agrees that:

(1)        the terms of the Extraordinary Resolution have not been formulated or negotiated by the Fiscal Agent, the Principal Paying Agent, the Transfer Agent, Invitation Agent or the Registrar and nothing in this Notice should be construed as a recommendation to Noteholders from the Fiscal Agent, the Principal Paying Agent, the Transfer Agent, Invitation Agent or the Registrar to vote in favour of or against, the Extraordinary Resolution. The Fiscal Agent, the Principal Paying Agent, the Transfer Agent, Invitation Agent and the Registrar has not been involved in the formulation of the Extraordinary Resolution and, in accordance with normal practice, expresses no opinion on the merits of the Extraordinary Resolution. Nothing in this Notice should be construed as a recommendation to the Noteholders from the Fiscal Agent, the Principal Paying Agent, the Transfer Agent, Invitation Agent and the Registrar to either approve or reject the Extraordinary Resolution proposed and the Noteholders should take their own independent legal and financial advice on the merits and on the consequences of voting in favour of the Extraordinary Resolution, including any tax consequences;

(2)        none of the Fiscal Agent, the Principal Paying Agent, the Transfer Agent, Invitation Agent and the Registrar is responsible for the accuracy, completeness, validity or correctness of the statements made and documents referred to in this Notice or any omissions from this Notice. Each Noteholder has consulted its own legal and financial advisers in connection with the matters referred to in this Notice;

(3)        to the extent it deemed necessary, it has consulted its own independent legal and/or financial advisers and conducted such due diligence as it considers necessary or appropriate for the purposes of considering this Notice, the Extraordinary Resolution and the transactions contemplated hereby;

(4)        it has formed its own view in relation to the actions arising out of this Notice and the Extraordinary Resolution without any reliance on the Issuer, the Fiscal Agent, the Principal Paying Agent, the Transfer Agent, Invitation Agent or the Registrar or any of its advisers;

(5)        neither the Fiscal Agent, the Principal Paying Agent, the Transfer Agent, Invitation Agent, the Registrar nor the Issuer has given (directly or indirectly through any other person) any assurance, guarantee, or representation whatsoever as to the expected or projected success profitability, return, performance result, effect, consequence or benefit (including legal, regulatory, tax, financial, accounting or otherwise), of the Extraordinary Resolution and/or the transactions contemplated hereby;

(6)        it is not a Sanctions Restricted Person (as defined in the Memorandum); and

(7)        it is a sophisticated investor familiar with transactions similar to its investment in the Notes and made its own independent decision in respect of passing the Extraordinary Resolution and pass (or not pass) the Extraordinary Resolution with a full understanding of all the terms, conditions and risks associated with or that exist or may exist now or in the future in connection with the Extraordinary Resolution and the transactions contemplated hereby and it confirms that it is capable of assuming and is willing to assume (financially or otherwise) those risks.

Documents Available for Inspection

Noteholders may inspect copies of the following documents (once available in the case of the draft agency agreement and deed of covenant in respect of the New Notes) set out below on the Offer Website at https://projects.sodali.com/Ukrenergo:

(a)        the Agency Agreement;

(b)        the Deed of Covenant;

(c)        the Deed of Guarantee;

(d)        the draft Amended and Restated Agency Agreement;

(e)        the draft Amended and Restated Deed of Covenant;

(f)        the draft Amended and Restated Deed of Guarantee;

(g)        the Memorandum;

(h)        this Notice of the Meeting (including the text of the Extraordinary Resolution);

(i)         the draft agency agreement in respect of the New Notes; and

(j)         the draft deed of covenant in respect of the New Notes.

General

The attention of Noteholders is particularly drawn to the quorum required for the Meeting which is set out in "-Voting and Quorum" below. Having regard to such requirements, Noteholders are strongly urged either to attend the Meeting or to take steps to be represented at the Meeting, as referred to below, as soon as possible.

Noteholders who wish to vote must do so in accordance with the procedures of Euroclear Bank SA/NV ("Euroclear"), Clearstream Banking S.A. ("Clearstream") and The Depositary Trust Company ("DTC", together with Euroclear and Clearstream, the "Clearing Systems"), as appropriate. Noteholders should note that they must allow sufficient time for compliance with the standard operating procedures of the Clearing Systems or, in the case of the Restricted Notes, the relevant DTC Direct Participants, in order to ensure delivery of their voting instructions to the Invitation Agent in advance of the Expiration Deadline.

Direct participants in any Clearing System by submission of Participation Instructions or, in the case of the Restricted Notes, a Form of Sub-Proxy (each as defined in the Memorandum) authorise such Clearing System to disclose their identity and any other information included in the Participation Instruction or Form of Sub-Proxy, as the case may be, to the Issuer, the Fiscal Agent, the Principal Paying Agent, the Transfer Agent, the Registrar and the Invitation Agent.

A Beneficial Owner (as defined below) of Notes held through a broker, dealer, commercial bank, custodian, trust company or Accountholder must provide appropriate instructions to such person in order to cause Participation Instructions or, in the case of the Restricted Notes, a Form of Sub-Proxy, to be delivered with respect to such Notes. Beneficial Owners are urged to contact any such person promptly to ensure timely delivery of such Participation Instructions or, in the case of the Restricted Notes, a Form of Sub-Proxy.

None of the Issuer, the Guarantor, the Fiscal Agent, the Principal Paying Agent, the Transfer Agent, the Registrar or the Invitation Agent expresses any view as to the merits of the amendments and modifications referred to in the Extraordinary Resolution or the Extraordinary Resolution itself, but the Fiscal Agent, the Principal Paying Agent, the Transfer Agent and the Registrar do not object to the amendments and modifications referred to in the Extraordinary Resolution and the Extraordinary Resolution itself being put to Noteholders for their consideration. None of the Fiscal Agent, the Principal Paying Agent, the Transfer Agent, the Registrar or the Invitation Agent has been involved in negotiating or takes any responsibility in the formulation of the amendments and modifications referred to in the Extraordinary Resolution or the Extraordinary Resolution itself and none of them makes any representation that all relevant information has been disclosed to the Noteholders in or pursuant to the Memorandum and the Notice of Meeting. Noteholders who are unsure of the impact of the amendments and modifications referred to in the Extraordinary Resolution and the Extraordinary Resolution itself should seek their own financial, legal, accounting and tax advice.

The Issuer will bear legal, accounting and other professional fees and expenses of the Fiscal Agent, the Principal Paying Agent, the Transfer Agent, the Registrar and the Invitation Agent as such are associated with the amendments and modifications referred to in the Extraordinary Resolution, as more particularly agreed with the Invitation Agent and the Fiscal Agent, the Principal Paying Agent, the Transfer Agent and the Registrar.

Voting and Quorum

1.         The relevant provisions governing the convening and holding of meetings of Noteholders are set out in Schedule 6 (Provisions for Meetings of the Noteholders) to the Agency Agreement, copies of which are available for inspection as referred to above.

IMPORTANT: The Notes are issued in registered form and are currently represented by Unrestricted Global Note and Restricted Global Note (together, the "Global Notes"). The Unrestricted Global Note is deposited with a common depositary for Euroclear and Clearstream and registered in the name of The Bank of New York Depository (Nominees) Limited as nominee. The Restricted Global Note is deposited with a custodian for DTC and registered in the name of Cede & Co. as nominee. Each person (a "Beneficial Owner") who is the owner of a particular principal amount of the Notes through the Clearing Systems or their respective Accountholders, should note that such person will not be a Noteholder for the purposes of attending and voting at, or establishing the quorum for, the Meeting and will only be entitled to attend and vote at the Meeting or appoint a proxy to do so in accordance with the procedures set out below.

2.         A Beneficial Owner not wishing to attend the Meeting (or an adjourned Meeting) in person may give a voting instruction through its Accountholder (in the form of a Participation Instruction, in accordance with the standard procedures of the Clearing Systems or, in the case of the Restricted Notes, a Form of Sub-Proxy) directly to the Invitation Agent and require the Principal Paying Agent to include the votes attributable to its Notes in a block voting instruction issued by the Principal Paying Agent for the Meeting (or an adjourned Meeting), in which case the Principal Paying Agent shall appoint an employee of the Invitation Agent to attend as a proxy and vote at the Meeting (or an adjourned Meeting) in accordance with such Beneficial Owner's instructions.

3.         A Beneficial Owner wishing to attend in person and vote at the Meeting (or an adjourned Meeting) may give such direction by way of a Participation Instruction or, in the case of the Restricted Notes, a Form of Sub-Proxy, through its Accountholder via the Invitation Agent to the Registered Holder. The Registered Holder will be required to issue a form of proxy pursuant to which such Beneficial Owner will, subject to its producing evidence of holding satisfactory to the Registered Holder and the Fiscal Agent, the Principal Paying Agent, the Transfer Agent and the Registrar at the Meeting, be permitted to attend and vote at the Meeting.

4.         A Beneficial Owner wishing to appoint a person other than an employee of the Invitation Agent to be its proxy to attend and vote at the Meeting (or an adjourned Meeting) may give a Participation Instruction or, in the case of the Restricted Notes, a Form of Sub-Proxy, through its Accountholder via the Invitation Agent to the Registered Holder to appoint by way of form of proxy such other person as its proxy to vote at the Meeting (or an adjourned Meeting) in respect of the Notes held by the Beneficial Owner (or its Accountholder) in the relevant Clearing System and represented by Global Notes.

5.         References herein to a "proxy" shall be to any proxy appointed by the Principal Paying Agent under a block voting instruction or any proxy appointed by the Registered Holder under a form of proxy other than where such appointment has been revoked as provided below.

6.         Unless revoked, any appointment of a proxy under a block voting instruction or form of proxy in relation to the Meeting shall remain in force in relation to any resumption of the Meeting following an adjournment; provided, however, that no such appointment of a proxy in relation to the Meeting originally convened which has been adjourned for want of a quorum shall remain in force in relation to the Meeting when it is resumed.

7.         Any proxy so appointed shall, so long as such appointment remains in force, be deemed for all purposes in connection with the Meeting to be the holder of the Notes to which such appointment relates and the holder of the Notes shall be deemed for such purposes not to be the holder.

8.         A block voting instruction and a form of proxy cannot be outstanding simultaneously in respect of the same Note.

9.         In either case, Beneficial Owners must have made arrangements to vote with the relevant Clearing System by not later than 48 hours before the time fixed for the Meeting and within the relevant time limit specified by the relevant Clearing System and, in respect of all Notes other than the Restricted Notes, request or make arrangements for the relevant Clearing System to block the Notes in the relevant Accountholder's account and to hold the same to the order or under the control of the Principal Paying Agent. Such arrangements may only be revoked as required by law or permitted under the Agency Agreement.

10.       Other than in respect of the Restricted Notes (in connection with which, see the additional provisions set out below), an Accountholder whose Notes have been blocked will thus be able to procure that a Participation Instruction is given in accordance with the procedures of the relevant Clearing System to the Invitation Agent.

11.       Subject to the paragraph below, at the time an Accountholder delivers a Participation Instruction to the Principal Paying Agent via the Invitation Agent in accordance with the procedures of the Clearing Systems, such Accountholder must also request the relevant Clearing System to block the Notes in his/her account and to hold the same to the order or under the control of the Principal Paying Agent.

12.       Subject as provided herein, the Notes so held and blocked for either of these purposes will be released to the Accountholder by the relevant Clearing System: (a) at the time of settlement on the Settlement Date; (b) the date of termination of the Invitation; or (c)  if applicable, any earlier date on which the Accountholder becomes entitled to withdraw, and does withdraw, its Participation Instructions (in the limited circumstances in which revocation is permitted).

13.       Participation Instructions or, in the case of the Restricted Notes, a Form of Sub-Proxy, must comply with and be transmitted in accordance with the usual procedure of the relevant Clearing System and the Memorandum, so as to be received by a Clearing System or the Invitation Agent, as appropriate, sufficiently in advance of the Expiration Deadline.

14.       Participation Instructions or, in the case of the Restricted Notes, a Form of Sub-Proxy, should clearly specify whether the Beneficial Owner wishes to vote in favour of or against the Extraordinary Resolution with certifying such Noteholder's status as an Eligible Holder or an Ineligible Holder.

15.       If Participation Instructions or, in the case of the Restricted Notes, a Form of Sub-Proxy, are not received from or on behalf of a Beneficial Owner by the Invitation Agent (and such Beneficial Owner does not otherwise make arrangements to vote at the Meeting (or adjourned Meeting, as applicable) or to attend in person by appointing a proxy also in advance of the Expiration Deadline), such Beneficial Owner will be deemed to have declined to vote in respect of the Extraordinary Resolution.

16.       Upon the terms and subject to the conditions contained in the Meeting Provisions as set out in Schedule 6 (Provisions for Meetings of the Noteholders) of the Agency Agreement and applicable law, the Issuer will accept all Participation Instructions or, in the case of the Restricted Notes, a Form of Sub-Proxy, validly given and all votes cast at the Meeting representing such Participation Instructions or, in the case of the Restricted Notes, a Form of Sub-Proxy.

17.       No alternative, conditional or contingent giving of Participation Instructions or, in the case of the Restricted Notes, a Form of Sub-Proxy, will be accepted. Unless waived by the Issuer, any defects or irregularities in connection with the giving of Participation Instructions or, in the case of the Restricted Notes, a Form of Sub-Proxy, must be cured within such time as is permitted in accordance with the procedures of the relevant Clearing System. None of the Issuer, the Guarantor, the Fiscal Agent, the Principal Paying Agent, the Transfer Agent, the Registrar, the Invitation Agent  or any other person will be under any duty to give notification of any defects or irregularities in such Participation Instructions or, in the case of the Restricted Notes, a Form of Sub-Proxy, nor will such entities incur any liability for failure to give such notification. Such Participation Instructions or, in the case of the Restricted Notes, a Form of Sub-Proxy, will not be deemed to have been delivered until such defects or irregularities have been cured or waived.

18.       All questions as to the validity, form and eligibility (including timing of receipt) in relation to Participation Instructions or, in the case of the Restricted Notes, a Form of Sub-Proxy, will be determined by the Issuer in its sole discretion (acting in good faith), which determination shall be conclusive and binding. The Issuer reserves the right to reject any or all Participation Instructions or, in the case of the Restricted Notes, a Form of Sub-Proxy, that are not in proper form or the acceptance of which could, in the opinion of the Issuer or its counsel, be unlawful. The Issuer also reserves the right to waive any and all defects or irregularities in connection with deliveries of particular Participation Instructions or, in the case of the Restricted Notes, a Form of Sub-Proxy, including, without limitation, with respect to the timing of delivery of such Participation Instructions or, in the case of the Restricted Notes, a Form of Sub-Proxy, whether or not similar defects or irregularities are waived in respect of other Participation Instructions or, in the case of the Restricted Notes, a Form of Sub-Proxy.

19.       The quorum required at the Meeting shall be one or more persons validly (in accordance with the provisions of the Agency Agreement) present (each a "voter") holding, or being proxies or representatives and holding or representing, not less than 66⅔ per cent. in aggregate principal amount of the Notes for the time being outstanding.

20.       If within 15 minutes after the time fixed for the Meeting a quorum is not present, such Meeting shall be adjourned for such period, being not less than 14 days nor more than 42 days, and to such time and place as may be approved by the chairman either at or subsequent to that Meeting. Notice of the adjourned Meeting shall be given in the same manner as notice of the original Meeting, save that 10 days' notice of a Meeting adjourned shall be given. At any adjourned Meeting, the quorum shall be one or more persons present in person holding, or being proxies or representatives and holding or representing in the aggregate not less than 33⅓ per cent. in aggregate principal amount of the Notes for the time being outstanding.

21.       If a Meeting is adjourned for lack of quorum, it is the intention of the Issuer to arrange for a notice convening the adjourned Meeting to be sent to the Noteholders as soon as reasonably practicable following such adjournment.

22.       Any Participation Instructions or, in the case of the Restricted Notes, a Form of Sub-Proxy, submitted in respect of the Meeting shall (unless revoked in the limited circumstances revocation is permitted) apply to, and be valid for the purposes of, any adjourned Meeting and there shall be no need to submit new Participation Instructions or, in the case of the Restricted Notes, a new Form of Sub-Proxy, in respect of any adjourned Noteholders' Meeting.

23.       To be passed in relation to the Notes, the Extraordinary Resolution must be passed at the Meeting or adjourned Meeting, as applicable, duly convened and held in accordance with the provisions of Schedule 6 (Provisions for Meetings of the Noteholders) to the Agency Agreement by a majority of at least 75 per cent. of the Eligible Holders present in person or represented by proxy at a Meeting (or, if applicable, any adjourned Meeting) duly convened and held in accordance with the provisions of Condition 12(b)(v) (Meetings of Noteholders; Modification and Waiver - Modification of this Series of Notes only).

24.       Every question submitted to the Meeting shall be decided by means of a poll.

25.       Every voter shall have one vote in respect of each U.S.$1,000 in principal amount of the outstanding Notes represented or held by him.

26.       If passed, the Extraordinary Resolution shall be binding on all the Noteholders, whether or not present at the Meeting (or an adjourned such meeting), and each of them shall be bound to give effect to it accordingly.

27.       This notice and any non-contractual obligations arising out of or in connection with it shall be governed by, and shall be construed in accordance with, English law.

28.       The implementation of the Consent Solicitation and the Extraordinary Resolution will be conditional on the satisfaction of the Eligibility Condition.

ADDITIONAL PROVISIONS RELATING TO THE RESTRICTED NOTES

1.         For the purposes of the Restricted Notes, each DTC Direct Participant holding a principal amount of the Restricted Notes, as reflected in the records of DTC, as at the Record Date will be considered to be a holder of the Restricted Notes upon DTC granting a DTC Omnibus Proxy (as defined below) authorising such DTC Direct Participants to vote in respect of the Consent Solicitation (by delivery of a validly completed Form of Sub-Proxy to the Invitation Agent).

2.         The Record Date has been fixed as the date for the determination of holders of the Restricted Notes entitled to vote in respect of the Consent Solicitation and shall be the Record Date. In accordance with its usual procedures, DTC is expected to deliver an omnibus proxy appointing the DTC Direct Participants as its proxies on the Record Date in respect of the principal amount of the Restricted Notes shown on its records as being held by them as of the Record Date (the "DTC Omnibus Proxy").

3.         A DTC Direct Participant, duly authorised by a DTC Omnibus Proxy from DTC, may, by submitting a validly completed Form of Sub-Proxy to the Invitation Agent, in the manner specified herein, before the Expiration Deadline, appoint the Invitation Agent (or one or more of its employees nominated by it) as its sub-proxy to act on his or its behalf in connection with voting in respect of the Consent Solicitation.

4.         Only DTC Direct Participants may submit Forms of Sub-Proxy. Beneficial owners who are not DTC Direct Participants must contact their broker, dealer, commercial bank, custodian, trust company or accountholder, or other intermediary or nominee to arrange for the Direct Participant in DTC through which they hold Restricted Notes to submit a Form of Sub-Proxy on their behalf to be received by the Invitation Agent on or prior to the Expiration Deadline. The beneficial owners of Restricted Notes that are held in the name of a broker, dealer, commercial bank, custodian, trust company or accountholder, or other intermediary or nominee should contact such entity sufficiently in advance of the Expiration Deadline if they wish to vote in respect of the Consent Solicitation, to check whether such intermediary will apply different deadlines for participation to those set out below and, if so, should follow those deadlines.

5.         Each beneficial owner or DTC Direct Participant acknowledges and agrees that submitting a Form of Sub-Proxy constitutes its written consent to vote in respect of the Consent Solicitation. DTC Direct Participants on behalf of beneficial owners can appoint the Invitation Agent to cast such votes corresponding to the Restricted Notes at the Meeting, appoint a person other than an employee of the Invitation Agent to be beneficial owner's proxy to attend and vote at the Meeting or indicate that beneficial owner is wishing to attend in person and vote at the Meeting in the Form of Sub-Proxy.

6.         The delivery of Forms of Sub-Proxy by a DTC Direct Participant will be deemed to have occurred upon receipt by the Invitation Agent of a valid Form of Sub-Proxy.

7.         DTC Direct Participants who have submitted Forms of Sub-Proxy in respect of Restricted Notes should not transfer their holdings of such Restricted Notes prior to the Record Date. However, in the event that the principal amount of Restricted Notes in respect of which a Form of Sub-Proxy was issued by a single DTC Direct Participant exceeds the aggregate holding of such DTC Direct Participant on the Record Date as evidenced by the DTC Omnibus Proxy, any votes in excess of the aggregate holding of such DTC Direct Participant will not be taken into account, provided that the time of receipt of the Form of Sub-Proxy the Invitation Agent shall determine the priority of votes that will be taken into account for the purposes of voting in respect of the Consent Solicitation (with Forms of Sub-Proxy received first taking precedence).

8.         To be able to vote in respect of the Consent Solicitation, DTC Direct Participants of beneficial owners must deliver or arrange the submission and delivery of a Form of Sub-Proxy.

9.         In order for a Form of Sub-Proxy to be effective, it must be properly executed and received by the Invitation Agent on or prior to the Expiration Deadline.

10.       Each DTC Direct Participant wishing to submit a Form of Sub-Proxy must complete, sign and date the Form of Sub-Proxy in accordance with the instructions set forth herein and therein, and send a PDF version of the Form of Sub-Proxy by email to [e-mail]

Any questions or requests for assistance in connection with the terms of the Consent Solicitation, voting at the Meeting and/or the delivery of Participation Instructions or, in the case of the Restricted Notes, a Form of Sub-Proxy, may be directed to the Invitation Agent at the email address and telephone number specified below:

The Invitation Agent for the Invitation

Sodali & Co Limited

In London: The Leadenhall Building 122 Leadenhall Street London EC3V 4AB United Kingdom	In Stamford: 333 Ludlow Street South Tower, 5th Floor Stamford, CT 06902 United States of America	In Hong Kong: 1401, 14/F, 90 Connaught Road Central Sheung Wan, Hong Kong
Telephone: [phone]	Telephone: [phone]	Telephone: [phone]

Offer Website: https://projects.sodali.com/Ukrenergo
Email: [e-mail]

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This notice is given by the Issuer on 28 August 2026.

 

END