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.

24 April 2024

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
(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").

Events of Default under the Loan Agreement

The Issuer hereby confirms to Noteholders that Neutral Fuels LLC (the "Borrower") continues to have failed to pay interest due up to and including 12 April 2024 to the Issuer (as lender) in an amount of US$247,500.02 pursuant to the terms of the Loan Agreement and that, as of 18 April 2024, this constitutes an Event of Default under the terms of the Loan Agreement and consequently constitutes an Event of Default under Condition 13(h) of the Notes, both of which are continuing.

Additionally, the Issuer hereby confirms to Noteholders that the Borrower has failed to repay the Loans due for repayment on 12 April 2024 to the Issuer (as lender) in an amount of US$12,000,000 pursuant to the terms of the Loan Agreement and that, as of 18 April 2024, this constitutes an Event of Default under the terms of the Loan Agreement and consequently constitutes an Event of Default under Condition 13(h) of the Notes, both of which are continuing.

Event of Default under the Notes

The Issuer hereby notifies Noteholders that, without repayment of the Loans by the Borrowers to the Issuer pursuant to the terms of the Loan Agreement, the Issuer was unable to redeem the Notes due for redemption in respect of Series 2019-NF1 on 12 April 2024 for the nominal amount of US$12,000,000  and that, as of 20 April 2024, this constitutes an Event of Default under Condition 13(h) of the Notes, which is continuing. 

Right to direct the Note Trustee

Pursuant to Condition 13 (Events of Default), if an Event of Default has occurred and is continuing, the Note Trustee at its discretion may, and if so requested in writing by the holders of at least one-quarter of the aggregate principal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution of the Noteholders shall (subject to the Note Trustee having been indemnified and/or secured and/or prefunded to its satisfaction), give written notice to the Issuer (an "Acceleration Notice") declaring the Notes to be immediately due and payable, whereupon they shall become immediately due and payable at their Early Redemption Amount together with accrued interest without further action or formality.

The Security shall become enforceable upon the service of an Acceleration Notice by the Note Trustee on the Issuer.

Pursuant to Condition 18 (Enforcement), if an Acceleration Notice is served by the Note Trustee on the Issuer, the Note Trustee may at any time at its discretion and without notice, take such action under or in connection with any of the Transaction Documents or the Notes or the Coupons as it may think fit (including, without limitation, directing the Security Trustee to take any action under or in connection with any of the Transaction Documents or, at any time after the security has become enforceable, to take steps to enforce the Security). The Note Trustee shall not be bound to take any such action unless (i) it shall have been directed by an Extraordinary Resolution of Noteholders or so requested in writing by the holders of at least one-quarter in principal amount of the Notes then outstanding and (ii) it shall have been indemnified and/or secured and/or prefunded to its satisfaction. The Security Trustee shall not, and shall not be bound to, take any such action unless (i) instructed by the Note Trustee and (ii) it shall have been indemnified and/or secured and/or prefunded to its satisfaction.

No Further Action by Note Trustee

For the avoidance of doubt (but without prejudice to the exercise of any discretion, power or authority which the Note Trustee is required, expressly or impliedly, to exercise in or by reference to the interests of the Noteholders under the Trust Deed), the Note Trustee will not take any further action without the request or direction (including indemnification) of the holders as described above.

Potential Event of Default under the Notes

The Issuer hereby notifies Noteholders that, without payment of interest from the Borrower to the Issuer pursuant to the terms of the Loan Agreement, the Issuer was unable to pay its coupon due on the Interest Payment Date falling on 12 April 2024 in an amount of US$247,500.02. Should this continue for a period of 14 days from 12 April 2024 an Event of Default under Condition 13(a) of the Notes will occur.

Borrower's Proposal to amend terms

On 15 April 2024, the Issuer received from the Borrower a proposal to amend the terms of the Loan Agreement and the Notes, which the Issuer published in full in its announcement of 18 April 2024, available here.

Neither the Issuer nor the Note Trustee make any recommendations and give no legal or investment advice in respect of the Proposal or as to the Notes generally. 

Noteholders should take and rely on their own independent legal and financial advice and may not rely on advice or information provided to the Note Trustee, statements as to the legal position included in notices issued by the Issuer or the Note Trustee relating to the Notes or otherwise or the views of the Issuer or the Note Trustee expressed herein or otherwise.

Noteholders should note that the Proposal relates to the Notes only.

Information regarding the Proposal

Queries regarding the Proposal should be made promptly by email to the Borrower at the following address: info@2019-nf1.com using the reference "2019-NF1".

Noteholders should take and rely on their own independent legal and financial advice in respect of the Proposal.

No Further Action by the Issuer or Note Trustee in respect of the Proposal

For the avoidance of doubt (but without prejudice to the exercise of any discretion, power or authority which the Note Trustee is required, expressly or impliedly, to exercise in or by reference to the interests of the Noteholders under the Trust Deed), neither the Issuer nor the Note Trustee currently intend to take any further action in respect of the Proposal without being pre-funded to their respective satisfaction by the Borrower for the costs and expenses associated with the implementation of the Proposal.   Subject to the above, the Issuer and the Note Trustee intend to facilitate Noteholders in their decision whether or not to accept the Proposal through the passing or rejecting of Extraordinary Resolutions (pursuant to the terms and conditions of the Notes). The Issuer will, at the appropriate time, convene a meeting of Noteholders and/or arrange for written Extraordinary Resolutions to be circulated to Noteholders for the purposes of approving or rejecting the Proposal.

Listing of the Notes

The Issuer hereby notifies Noteholders that on 12 April 2024 (being the date upon which the Issuer was obliged to redeem the Notes for the nominal amount of US$12,000,000) the Notes automatically ceased to be listed on the Euronext stock exchange in Dublin and that from that date the Notes have not been listed on a "recognised stock exchange", within the meaning of UK tax legislation. The Issuer can give no assurance whatsoever that the Notes will in the future be listed on a "recognised stock exchange", including any time before or after any acceptance and implementation of the Proposal.

Noteholders should seek their own legal, financial and tax advice as regards the consequences of the Notes no longer being listed on a "recognised stock exchange" and make their own assessment of the Proposal on that basis.

Neither the Issuer nor the Note Trustee make any recommendations and give no legal, investment or tax advice in respect of the Notes no longer being listed on a "recognised stock exchange", the Proposal or as to the Notes generally. 

Noteholder Contact

In order to facilitate communications with Noteholders, Noteholders should make themselves known to the Note Trustee by contacting it by e-mail using the contact details below.  Any such communication should make reference to the Issuer and disclose the identity of the Noteholder, the aggregate nominal amount of Notes held by the Noteholder and the details of the person(s) who shall represent the Noteholder.

All Noteholders must verify their holdings when contacting the Note Trustee by providing proof of holding (with a supporting custodian letter (if applicable)), in each case disclosing the information set out above.

Persons who hold the Notes beneficially through CREST may also disclose their identity to the Note Trustee in accordance with the above paragraph.  The Note Trustee will require the Notes of any Noteholder that gives any direction to the Note Trustee to be blocked in CREST.  Further instructions will be provided in connection with this process on request.

Correspondence to the Note Trustee should be addressed to security@woodsidesecretaries.co.uk with the ISIN of the Notes and "Neutral Capital Finance Plc" in the subject line of the email.

This notice is given by the Issuer.