Satisfaction of conditions precedent

PJSC National Power Co. Ukrenergo

13 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).

13 October 2026

Private Joint Stock Company "National Power Company "Ukrenergo"

ANNOUNCEMENT OF SATISFACTION OF CONDITIONS PRECEDENT TO THE 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 (Regulation S ISIN: XS3526064210, Rule 144A ISIN: US74291NAA00, CUSIP: 74291NAA0 (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, save for Condition (d) of the Invitation relating to the issue of the New Notes, the Conditions to the Invitation as set out in the Memorandum have been satisfied in full, including the satisfaction of the New Financing Condition and the passing of the Extraordinary Resolution. As such the CP Satisfaction Date has occurred as of the date hereof and the Settlement Date will occur on 14 October 2026.

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 (the "Delisting Date"), such that the last date of trading of the Notes on the LSE is the date hereof.

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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