DTEK Renewables Finance B.V. - Consent Solicitation 2024 (XS) - Results

DTEK RENEWABLES FINANCE B.V. ANNOUNCES RESULTS OF CONSENT SOLICITATION - Solicitation of Consents under the trust deed dated 12 November 2019 (as amended and supplemented by the supplemental trust deed dated 12 May 2022) in relation to the €325,000,000 8.50% Senior Notes due 2024 issued by DTEK Renewables Finance B.V. (ISIN XS2069980246/XS2070013250) (the “Notes”)

11 JULY 2024

Full announcement including disclaimers and disclosures, are available via DTEK

"We refer to the Consent Solicitation made on the terms, and subject to the conditions, contained in the consent solicitation memorandum dated 1 July 2024 (the “Consent Solicitation Memorandum”). Capitalized terms used but not defined in this announcement have the same meaning ascribed to them in the Consent Solicitation Memorandum. Copies of the Consent Solicitation Memorandum can be obtained (subject to eligibility) via the following website: https://renewables.dtek.com/en/ir/bonds-reporting/.

DTEK Renewables Finance B.V. (the “Issuer”) today announces that it has received the Requisite Consents to implement the Proposals and, therefore, the Effective Time has occurred. Accordingly, all Consents are now irrevocable and binding on all Noteholders. Further, the Issuer hereby announces that any Consents received (and not revoked) at any time prior to the Consent Deadline (including after the Effective Time) will be eligible to receive the Consent Payment.

The Consent Deadline is expected to occur at 10:00 a.m. (London time) on 12 July 2024. The Issuer will separately announce once the Consent Deadline and the Payment Time have occurred and the Effective Time Documents have been executed and entered into force."

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DTEK RENEWABLES FINANCE B.V. ANNOUNCES A CONSENT SOLICITATION - Solicitation of Consents under the trust deed dated 12 November 2019 (as amended and supplemented by the supplemental trust deed dated 12 May 2022) in relation to the €325,000,000 8.50% Senior Notes due 2024 issued by DTEK Renewables Finance B.V. (ISIN XS2069980246/XS2070013250) (the “Notes”)

01 JULY 2024

Full announcement including disclaimers and disclosures, are available via DTEK

DTEK Renewables Finance B.V. (the “Issuer”) today announces a consent solicitation to seek the consent of holders (the “Noteholders”) of the outstanding Notes to certain Proposals (such solicitation, as may be amended from time to time, the “Consent Solicitation”).

The Consent Solicitation is being made on the terms, and subject to the conditions, contained in the consent solicitation memorandum dated 1 July 2024 (the “Consent Solicitation Memorandum”). Capitalized terms used but not defined in this announcement have the same meaning ascribed to them in the Consent Solicitation Memorandum. Copies of the Consent Solicitation Memorandum can be obtained (subject to eligibility) via the following website: https://renewables.dtek.com/en/ir/bonds-reporting/ (the “Consent Solicitation Website”).

Background to the Proposals

On 24 February 2022, the Russian Federation commenced an invasion of Ukraine resulting in a full-scale war across the Ukrainian state, in response to which the Government of Ukraine declared martial law and the NBU imposed a moratorium on cross-border payments (the “NBU Moratorium”). On 28 February 2022, the Chamber of Commerce and Industry of Ukraine confirmed that the ongoing hostilities had resulted in the occurrence of a force majeure situation in Ukraine.

As a result, the Group has experienced a number of significant challenges and disruptions which have had, and continue to have, a material impact on its business, operations and financial performance, including, but not limited to:

•the Group’s electricity production decreased from 2.1 TWh in 2021, to 0.9 TWh in 2022, before increasing slightly to 1.0 TWh in 2023;

•the Group’s revenue and profit decreased from €239.7 million and €137.6 million, respectively, for the year ended 31 December 2021, to €86.7 million and a net loss of €466.0 million, respectively, for the year ended 31 December 2022, increasing slightly to revenue of €94.2 million and a net loss of €13.8 million, respectively, for the year ended 31 December 2023;

•the Group’s total assets decreased from €1.46 billion as at 31 December 2021, to €676 million as at 31 December 2022, and to €604 million as at 31 December 2023;

•certain of the Group’s power plants (owned by DTEK PRYMORSKA WIND FARM LLC, DTEK PRYMORSKA WIND FARM-2 LLC, BOTIEVSKA and ORLIVSKA) with an aggregate nominal capacity of approximately 500 MW, representing approximately 47% of the Group’s total installed capacity as at 31 December 2023, are located on territory

that is temporarily not controlled by the Ukrainian government and, therefore, the Group is unable to access or operate

such assets;

•between February 2022 and June 2024, the Ukrainian Hryvnya devalued against the Euro from 30.92 to 43.31 UAH/EUR, or by 40%;

•the payment discipline of the Guaranteed Buyer deteriorated: as at 31 May 2024, the level of settlements by the Guaranteed Buyer to the Group was 99% for 2021, 66% for 2022, 87% for 2023 and 63% for 2024, and the Guaranteed Buyer owed a total aggregate amount of €50.3 million to the Group (exclusive of VAT);

•the Group recognized €377.8 million of impairment loss on its non-financial assets as of 31 December 2023 and accrued an expected credit loss in the amount €29.2 million due to the decrease of the Guaranteed Buyer’s level of settlement;

•even with recent amendments, the NBU Moratorium still restricts the Group’s ability to make cross border transfers of funds out of Ukraine to finance payments under the Notes;

•Ukraine's energy infrastructure has been the target of constant military attacks since the commencement of the war; however, the situation has deteriorated since Q2 2024 with 9 GW of installed capacity lost since March 2024; significant repairs and reconstructions works are now required to avoid a humanitarian disaster and further declines in production; and

•there is significant uncertainty over the future development of the Russian military invasion, its duration and short and long-term impact on the Group, its people, operations, liquidity, and assets; in such environment it is not practicable to refinance the Notes."

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