Result of Tender Offer

PJSC National Power Co. Ukrenergo

01 October 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT OR THE MEMORANDUM (AS DEFINED BELOW).

1 October 2026

Private Joint Stock Company "National Power Company "Ukrenergo"

ANNOUNCEMENT OF RESULTS OF TENDER OFFER, EXCHANGE OFFER AND CONSENT SOLICITATION IN RESPECT OF ITS OUTSTANDING U.S.$825,000,000 6.875 per cent. Guaranteed Sustainability-Linked GREEN Notes due 2028

On 28 August 2026, Ukrenergo (the "Issuer" or "Ukrenergo") announced the launch of a tender offer and exchange offer to the Eligible Holders of the U.S.$825,000,000 6.875 per cent. Guaranteed Sustainability-Linked Notes due 2028  (Regulation S ISIN: XS2404309754, Common Code: 240430975; Rule 144A ISIN: US63718LAA26, CUSIP: 63718LAA2) (the "Existing Notes") to offer to (i) tender their holdings of Existing Notes (together with all Accrued and Past Due Interest thereon) for purchase by Ukrenergo for cash, at a price to be determined pursuant to an unmodified Dutch auction in respect of the Existing Notes (the "Tender Offer"), or (ii) in respect of Eligible Holders only, exchange their holdings of Existing Notes (together with all Accrued and Past Due Interest thereon) for New Notes (the "Exchange Offer"), as more fully described in the Tender Offer, Exchange Offer and Consent Solicitation Memorandum dated 28 August 2026 (the "Memorandum").

Ukrenergo also solicited consents from the beneficial holders of the outstanding Existing Notes (the "Holders" or the "Noteholders") to consider and, if thought fit, pass an extraordinary resolution (the "Extraordinary Resolution") at a meeting of the Noteholders to be held on 1 October 2026 (the "Meeting") to approve, inter alia, certain Amendments to the Existing Notes to create the Amended Notes and amend and restate the Guarantee as well as to approve the Exchanged Bonds Cash Allocation Mechanism, Non-Participating Holder Cash Allocation Mechanism and the Mandatory Exchange (the "Consent Solicitation" and, together with the Exchange Offer and the Tender Offer, the "Invitation") to meet the requirements of the New Financing.

Terms used in this announcement but not defined herein have the respective meanings given to them in the Memorandum, which is available to Holders from the Offer Website: https://projects.sodali.com/Ukrenergo, subject to eligibility confirmation and registration, or by contacting Sodali & Co (the "Invitation Agent").

Ukrenergo is pleased to announce that:

(a)  it has received and accepted Participation Instructions totalling U.S.$804,264,000, representing 97.49% of the outstanding Existing Notes, with a non-participating amount of Existing Notes of U.S.$20,736,000;

(b)  in particular, it has received and accepted Participation Instructions in respect of (i) U.S.$200,000 in the aggregate principal amount of the Existing Notes pursuant to the Tender Offer and (ii) U.S.$804,064,000 in the aggregate principal amount of the Existing Notes pursuant to the Exchange Offer; and

(c)  the requisite majority has been met and the Extraordinary Resolution has been duly passed at the Meeting. As such, the Non-Participating Holder Cash Allocation Mechanism and Exchanged Bonds Cash Allocation Mechanism have been approved.

The Issuer expects to publish on or around 2 October 2026 the information on Exchanged Bonds Cash Allocation Scaling Factor and the principal amount of the cash and New Notes to be delivered by Ukrenergo to the holders of Existing Notes on the Settlement Date pursuant to the Invitation, in each case subject to the satisfaction or (where capable of being waived) waiver of the Conditions to the Invitation.

In the event the Conditions to the Invitation are satisfied or (where capable of being waived) waived, the Issuer shall pay or procure payment of a Participation Fee on the Settlement Date to each Noteholder that validly tendered Existing Notes on or prior to the Expiration Deadline pursuant to the Tender Offer or the Exchange Offer. Since the Exchanged Bonds Cash Allocation Mechanism is applicable, the Participation Fee will be U.S.$10 for each U.S.$1,000 in principal amount of Existing Notes validly tendered on or prior to the Expiration Deadline pursuant to the Tender Offer or the Exchange Offer.

By virtue of the Extraordinary Resolution passed on 1 October 2026, Noteholders approved, inter alia, the Amendments to the Existing Notes to create the Amended Notes and amend and restate the Guarantee.

Following the passing of the Extraordinary Resolution, Ukrenergo expects that the Settlement Date will occur on 7 October 2026.

In relation to the Existing Notes of those Holders who did not participate in the Invitation, the trading of the Existing Notes has been stopped in the Clearing Systems on 30 September 2026 for the purposes of giving effect to the Non-Participating Holder Cash Allocation Mechanism.

In accordance with the terms of the Memorandum, it is intended that the Delisting of the Existing Notes will become effective at 9 a.m. (CEST) on the Settlement Date, expected to be no later than on 7 October 2026 (the "Delisting Date"), such that the last date of trading of the Notes on the LSE will be no later than 6 October 2026.

Certain disclosure and risks in relation to Ukrenergo is available at: http://www.rns-pdf.londonstockexchange.com/rns/2689X_1-2026-10-1.pdf

This announcement is released by Ukrenergo, and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of Regulation (EU) 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, encompassing information relating to the Exchange Offer, Consent Solicitation and the Invitation described above.

Any questions regarding the terms of the Tender Offer, Exchange Offer and Consent Solicitation may be directed to the Invitation Agent at the address and telephone number specified below:

Sodali & Co:

In London: 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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