Statement re Company announcement

NOT FOR DISTRIBUTION IN ANY JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.

10 February 2025

Press Release - For Immediate Release

Kyiv, Ukraine: PJSC "National Power Company "Ukrenergo" ("Ukrenergo") announces today that between 22 January 2025 and 7 February 2025 (the "Restricted Period"), representatives of Ukrenergo held meetings with certain members (the "Restricted Holders") of the ad hoc creditor committee (the "Ad Hoc Creditor Committee") comprised of institutional holders of Ukrenergo's outstanding $825 million 6.875 per cent. Guaranteed Sustainability-Linked Green Notes due 2028 (the "Notes").

Ukrenergo was joined by its legal and financial advisors, White & Case LLP and Rothschild & Co, respectively, and Restricted Holders were joined by the Ad Hoc Creditor Committee's legal advisors Cleary Gottlieb.

At the beginning of the Restricted Period, Ukrenergo shared with the Restricted Holders information about Ukrenergo's financial and operational challenges created by Russia's full-scale invasion of Ukraine, including the impact of Russia's ongoing targeting of Ukraine's electricity generation and transmission assets. The information presented to Restricted Holders is set forth in Annex A.

Ukrenergo then delivered to the Restricted Holders a debt treatment proposal designed to cure the existing payment default under the Notes while respecting Ukrenergo's constraints. Ukrenergo's proposal is set forth in Annex B ("Ukrenergo's Proposal").

After consideration, the Restricted Holders indicated that they could not accept Ukrenergo's Proposal, and provided Ukrenergo with their own indicative debt treatment proposal set out in Annex C (the "Restricted Holders Proposal").

Ukrenergo replied to the Restricted Holders Proposal by delivering to the Restricted Holders additional information explaining the basis of Ukrenergo's Proposal, as set forth in Annex D (the "Ukrenergo Response"). 

Although Ukrenergo and the Restricted Holders did not come to an agreement on restructuring terms for the Notes during the Restricted Period, Ukrenergo intends to continue good faith engagement with the Ad Hoc Creditor Committee, including through the parties' respective advisors, in an effort to reach agreement at the earliest opportunity.

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This announcement is made by Ukrenergo and constitutes a public disclosure of inside information under Regulation (EU) 596/2014 (16 April 2014).

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This press release does not constitute an offer of the new securities for sale in the United States, and the new securities (if issued) will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state of the United States and they may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. This press release does not constitute an offer of the new securities for sale, or the solicitation of an offer to buy any securities, in any state or other jurisdiction in which any offer, solicitation or sale (if made) would be unlawful. Any person considering making an investment decision relating to any securities must inform itself independently based solely on an offering memorandum to be provided to eligible investors in the future in connection with any such securities before taking any such investment decision.

This announcement is directed only to beneficial owners of the Notes who are (A) "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act or (B) outside the United States in offshore transactions in compliance with Regulation S under the Securities Act, that may lawfully participate in the Transaction in compliance with applicable laws of applicable jurisdictions.

No offer of any kind is being made to any beneficial owner of Notes who does not meet the above criteria or any other beneficial owner located in a jurisdiction where the offer would not be permitted by law.

Forward-Looking Statements

All statements in this press release, other than statements of historical fact, are forward-looking statements. These statements are based on expectations and assumptions on the date of this press release and are subject to numerous risks and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements. Risks and uncertainties include, but are not limited to, market conditions and factors over which Ukraine has no control. Ukraine assumes no obligation to update these forward-looking statements and does not intend to do so, unless otherwise required by law.

Notice to Investors in the European Economic Area and the United Kingdom

Notice to EEA retail investors. The announcement contained in this press release is not being directed to any retail investors in the European Economic Area ("EEA") or in the United Kingdom. As a result, no "offer" of new securities is being made to retail investors in the EEA or in the United Kingdom.

This announcement is only directed to beneficial owners of Notes who are (i) within a Member State of the European Economic Area if they are "qualified investors" as defined in Regulation (EU) 2017/1129 and (ii) within the United Kingdom they are "qualified investors" as defined in Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended ("EUWA").

The new securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

The new securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended; and/or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA.

Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation") or by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (as amended, the "UK PRIIPS Regulation") for offering or selling the new securities or otherwise making them available to retail investors in the EEA or the United Kingdom has been prepared and therefore offering or selling the new securities or otherwise making them available to any retail investor in the EEA or the United Kingdom may be unlawful under the EU PRIIPs Regulation and the UK PRIIPs Regulation.

United Kingdom

For the purposes of section 21 of the Financial Services and Markets Act 2000, to the extent that this announcement constitutes an invitation or inducement to engage in investment activity, such communication falls within Article 34 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), being a non-real time communication communicated by and relating only to controlled investments issued, or to be issued, by Ukraine.

Other than with respect to distributions by Ukraine, this announcement is for distribution only to persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Promotion Order, (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

Annex A

Ukrenergo Background Materials and Rationale for Proposal

http://www.rns-pdf.londonstockexchange.com/rns/5211W_1-2025-2-10.pdf

Annex B

Ukrenergo Proposal

http://www.rns-pdf.londonstockexchange.com/rns/5211W_1-2025-2-10.pdf

Annex C

Restricted Holders Proposal

http://www.rns-pdf.londonstockexchange.com/rns/5211W_1-2025-2-10.pdf

Annex D

Ukrenergo's Response

http://www.rns-pdf.londonstockexchange.com/rns/5211W_1-2025-2-10.pdf