EQS-Adhoc: PPC Zeus Designated Activity Company: NOTICE OF AMENDMENTS to the holders of €325,020,000 Fixed Rate Asset Backed Notes due 2026 (ISIN: XS2269203316)

27 July 2023

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF SENIOR NOTEHOLDERS. IF SENIOR NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD IMMEDIATELY CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED (IF THEY ARE LOCATED IN THE UNITED KINGDOM), OR FROM OTHER APPROPRIATELY AUTHORISED INDEPENDENT PROFESSIONAL ADVISERS (IF THEY ARE LOCATED OUTSIDE OF THE UNITED KINGDOM).

THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SENIOR NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUIRED TO EXPEDITE TRANSMISSION HEREOF TO BENEFICIAL OWNERS OF THE SENIOR NOTES IN A TIMELY MANNER. IF BENEFICIAL OWNERS OF THE SENIOR NOTES ARE IN ANY DOUBT AS TO THE MATTERS REFERRED TO IN THIS NOTICE, THEY SHOULD CONSULT THEIR STOCKBROKER, LAWYER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER WITHOUT DELAY.

If you have recently sold or otherwise transferred your entire holding(s) of Senior Notes referred to below, you should immediately forward this notice to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

THIS ANNOUNCEMENT MAY CONTAIN INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) 596/2014 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 16 APRIL 2014 ON MARKET ABUSE (AS AMENDED) (“EU MAR”) AND REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (“EUWA”) AND AS FURTHER AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 (“UK MAR” AND, TOGETHER WITH EU MAR, “EU/UK MAR”).

PPC ZEUS DESIGNATED ACTIVITY COMPANY

(a designated activity company incorporated with limited liability in Ireland under registered number 671216)

(the “Issuer”)

NOTICE OF AMENDMENTS

to the holders of

€325,020,000 Fixed Rate Asset Backed Notes due 2026 (ISIN: XS2269203316)

(the “Senior Notes”)

This announcement is released by the Issuer and may contain inside information for the purposes of Article 7 of EU/UK MAR, encompassing information relating to the Senior Notes described above. For the purposes of EU/UK MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, including as it forms part of UK domestic law by virtue of EUWA, this announcement is made by the Directors of the Issuer.

We refer to: (i) the note trust deed dated 9 April 2021, constituting the Senior Notes and made between the Issuer and Citibank N.A., London Branch (as “Note Trustee”) (including the terms and conditions of the Senior Notes set out in Schedule 3 (Terms and Conditions of the Senior Notes) thereto (the “Conditions”)), as amended, restated and/or supplemented from time to time (the “Note Trust Deed”) and (ii) the master definitions and framework deed dated 9 April 2021, as amended, restated and/or supplemented from time to time and made between, among others, the Issuer, Public Power Corporation

S.A. (as “Seller”) and Citibank N.A., London Branch (as “Security Trustee”) (the “Master Definitions and Framework Deed”). Capitalised terms used but not otherwise defined in this notice shall have the meanings ascribed to them in the Note Trust Deed and/or Master Definitions and Framework Deed.

The Issuer hereby announces that it has entered into a deed of amendment and restatement (the “Deed of Amendment and Restatement”) between, among others, the Issuer, the Seller, the Note Trustee and the Security Trustee, pursuant to which certain amendments will be made to the Master Definitions and Framework Deed, the Note Trust Deed (including the Conditions), the Issuer Collections Account Bank Agreement, the Account Agreement, the Servicing Agreement, the Sub-Servicing Agreement and the Agency Agreement, including (among other things):

1. the extension of the Revolving Period until July 2024 and the inclusion of an option to extend the Revolving Period for an additional 12 months if the Issuer (acting at the direction of the Seller) and the Note Trustee (acting on the instructions of the Senior Noteholders acting by way of Extraordinary Resolution) so agree;
2. an extension of the Legal Maturity Date until July 2028 or, if the Revolving Period is extended pursuant to the mechanics described at paragraph 1 above, to a date falling 12 months thereafter;
3. amending the Senior Note Interest Rate from 6.8 per cent per annum to EURIBOR plus 4.5 per cent. per annum;
4. the addition of a new daily collections sweep which, upon satisfaction of certain conditions (including the funding of a EUR15,000,000 liquidity reserve amount and transferring EUR9,500,000 of Collections to the Transaction Account in each Collection Period), permits the Servicer (on behalf of the Issuer) to effect daily cash sweeps from the Issuer Collections Account to an account designated by the Seller in satisfaction of amounts due and payable by the Issuer to the Seller and the Junior Noteholder on the next scheduled Interest Payment Date;
5. the changing of the Registrar from Citigroup Global Markets Europe AG to Citigroup Europe PLC and the appointment of a Calculation Agent; and
6. changing certain provisions in the terms and conditions of the Senior Notes relating to meetings of Senior Noteholders, including a stipulation that certain matters the subject of an Extraordinary Resolution require a voting threshold of 100 per cent. of the aggregate Senior Note Principal Amount Outstanding.

This notice does not constitute an offer to sell or the solicitation of an offer to subscribe for or otherwise acquire any securities in any jurisdiction.

This notice and any non-contractual obligations arising out of or in connection with this notice will be governed by and construed in accordance with English law.

No person has been authorised to give information, or to make any representation in connection therewith, other than as contained herein. The delivery of this notice at any time does not imply that the information in it is correct as at any time subsequent to its date.

For further information, please contact the Issuer at the address below. PPC ZEUS DESIGNATED ACTIVITY COMPANY

Fourth Floor

3 George’s Dock

IFSC

Dublin 1 Ireland

Attention: The Directors
Email: Ireland@wilmingtontrust.com
Tel: +353 1 6125550

PPC ZEUS DESIGNATED ACTIVITY COMPANY

1689929  27-Jul-2023 CET/CEST