Notice to Noteholders

THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SUBJECT SECURITIES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE THE RE-TRANSMITTAL TO BENEFICIAL OWNERS OF THE SECURITIES IN A TIMELY MANNER. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, IF ANY, THEY SHOULD IMMEDIATELY CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (IF THEY ARE IN THE UNITED KINGDOM) OR ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER AND TAKE SUCH OTHER ADVICE FROM THEIR OWN PROFESSIONAL, TAX AND LEGAL ADVISERS AS THEY DEEM NECESSARY.

19 September 2025

NOTICE TO NOTEHOLDERS

NEUTRAL CAPITAL FINANCE PLC (Incorporated in England and Wales with registered number 11846211)

to the holders of those of the Series 2019-NF1 notes issued by the Issuer on 12 April 2019 with ISIN: GB00BJHPK447 and Series 2021-NF2 notes issued by the Issuer on 26 April 2021 withISIN: GB00BMF1KF67(the "Noteholders" and the "Notes", respectively)

Unless otherwise defined in this Notice, capitalised terms used in this Notice shall have the meanings ascribed to them in the Trust Deed dated 12 April 2019 (as supplemented, restated or amended from time to time) between the Issuer and Note Trustee (the "Trust Deed").

Reference is made to the Trust Deed signed by, amongst others, the Issuer and Woodside Corporate Services Limited as Note Trustee dated 12 April 2019 (the Trust Deed).

Unless otherwise defined in this notice, terms used in this notice shall have the meanings set out in the Trust Deed.

We refer to the notice issued by the Issuer on 9 September 2025 inviting Noteholders to join a conference call on 17 September 2025 (the Conference Call).

This notice sets out a summary of the Conference Call. In addition to the Noteholders and their representatives, representatives of the Issuer, the Corporate Services Provider and their counsel and the Note Trustee and Security Trustee and their counsel joined the call.

The Conference Call discussed the following matters:

· the background to the Transaction;

· an update of the Issuer's understanding of the status of the Transaction;

· the consequences of that status to the Issuer's financial position; and

· the rights of Noteholders under the Transaction.

On the Conference Call the Issuer described the structure of the Transaction and the fact that the Issuer as a special purpose vehicle was established solely for the Transaction and that the sole assets of the Issuer are the cash flows received by the Issuer from the relevant Borrower under each Loan Agreement. The Issuer also noted that it is important for Noteholders to understand that, save for the security granted by each Borrower on the execution of the relevant Loan Agreement (which, the Issuer stressed, may not bear any correlation to the amount due from the relevant Borrower) there are no other assets of the Issuer to meet its obligations to Noteholders and other Secured Creditors.

The Issuer then discussed events since January 2024, including the failure of the Borrowers to make payments to the Issuer under both Loan Agreements (and as such, the failure of the Issuer to make payments under each series of Notes) and the resulting Events of Default under each Loan Agreement and under each Series of Notes (the Payment Defaults). The Issuer also noted that it understands from the Borrowers that a sanctions issue had also arisen with regards to the majority shareholder of the 2019 Borrower (the Shareholder Issue).

Since the Payment Defaults, the Issuer has engaged with the Borrowers to discuss remedying the two Defaults and the Shareholder Issue. The Note Trustee and Security Trustee have also been involved in many of these discussions.

These discussions have been taking place for over one year and the Issuer has engaged in good faith with the Borrowers to try and discuss the repayment of the Loans to allow amounts due to the Noteholders to be paid. Over this period, the Borrowers have mentioned various potential transactions that they were considering in order to pay the amounts due to the Issuer. However, the Borrowers have stated that the first thing that needs to be done is the resolution of the Shareholder Issue. The Issuer, the Security Trustee and the Note Trustee have provided details to the Borrowers on what is required under the Transaction Documents to remedy this - however, the Shareholder Issue has not yet been resolved and the Borrowers have not engaged further with this process.

In addition, the Borrowers have suggested that they are in discussions with third parties about a refinancing of the Programme. Despite stating multiple times that details of a proposed refinancing would be provided to the Issuer (and through the Issuer, the Noteholders), no such information has been provided, notwithstanding repeated requests from the Issuer.

In the most recent discussions with the Issuer, the Borrowers stated that they were engaged in discussions with a third party which might have an impact on the Notes and the Issuer (the Business Proposal). Following this discussion, the Issuer made repeated requests for details on the status and terms of the Business Proposal. Unfortunately, the Borrowers have failed to provide any details, including following a letter from the Issuer dated 8 August 2025 requesting such details for the Noteholders to consider. Instead, the Borrowers have requested further time to permit the negotiations to advance and gave other reasons for not providing any further information on the Transaction (including the value of any security or information on the financial position of the Borrowers). The Issuer itself replied that this response was unsatisfactory and the Conference Call was convened for the Issuer to fully disclose these matters and update Noteholders on these discussions with the Borrowers.

As a conclusion, the Issuer then noted that there are two things for the Noteholders to consider. The first is their rights under the Transaction Documents and any action they can take following the Payment Defaults. These are matters for the Noteholders to discuss between themselves and with the Note Trustee and Security Trustee, and the Issuer encourages any Noteholders who want to discuss these matters to contact the Note Trustee (although it was noted that any ability of the Noteholders to instruct the Note Trustee and Security Trustee to take action is subject to the terms of the Transaction Documents, including the obligation of any instructing Noteholders to provide an indemnity and/or security and/or prefunding to the satisfaction of the Note Trustee and Security Trustee).

The second point which the Issuer noted that the Noteholders need to be aware of is that the position of the Borrowers and the fact that the Issuer now believes that it is unlikely that any acceptable refinancing proposal will be made by the Borrowers to the Issuer, have implications on the solvency of the Issuer. The Issuer's directors are therefore considering and taking appropriate advice on this matter.

The Conference Call finished with a Q&A session. Following this, the Issuer suggested that Noteholders may want to share their contact details with other Noteholders in order to discuss their options. Any Noteholders who wish to do so, should confirm this to the Issuer who will then share the details with those consenting Noteholders. The Issuer encourages any Noteholder who did not join the call but would like to also share such Noteholder's contact details with other Noteholders to contact the Issuer on [email protected] with the ISIN of the Notes and "Neutral Capital Finance Plc" in the subject line of the email and to the extent not yet provided, to include proof of holdings in such email.

This notice is given by the Issuer.