THIS ANNOUNCEMENT CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE Series 2019-F1 Notes (AS DEFINED BELOW).

THIS NOTICE IS ADDRESSED ONLY TO HOLDERS OF THE Series 2019-F1 Notes AND PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO DISTRIBUTE IT ("RELEVANT PERSONS"). IT IS DIRECTED ONLY AT RELEVANT PERSONS AND MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD IMMEDIATELY CONSULT THEIR OWN FINANCIAL, LEGAL, ACCOUNTING OR TAX ADVISERS.

IF YOU HAVE RECENTLY SOLD OR OTHERWISE TRANSFERRED YOUR ENTIRE HOLDING(S) OF THE Series 2019-F1 Notes, 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 NOTICE DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE, EXCHANGE OR SUBSCRIPTION OF, OR A SOLICITATION OF ANY OFFER TO BUY, EXCHANGE OR SUBSCRIBE FOR, ANY SECURITIES OF THE ISSUER OR ANY OTHER ENTITY IN ANY JURISDICTION.

TRUSTEE NOTICE TO NOTEHOLDERS

KAEVA LIMITED

(a private limited company under the laws of England and Wales with registration number 10334412 (the "Issuer"))

SERIES 2019-F1 USD NOTES

ISIN: GB00BJFT0716

$1,000,000,000 9% FIXED RATE SECURED NOTES DUE 2024

(the "Series 2019-F1 USD Notes")

SERIES 2019-F1 GBP NOTES

ISIN: GB00BJFT0591

£1,000,000,000 9% FIXED RATE SECURED NOTES DUE 2024

(the "Series 2019-F1 GBP Notes")

SERIES 2019-F1 EUR NOTES

ISIN: GB00BJFT0609

€1,000,000,000 9% FIXED RATE SECURED NOTES DUE 2024

(the "Series 2019-F1 EUR Notes")

Under the £5,000,000,000 Secured Medium Term Note Programme (the "Programme")

Together (the "Series 2019-F1 Notes")

Truva Services Limited (the "Trustee") has prepared this announcement to assist Noteholders and related investors in the Series 2019-F1 Notes.

Capitalised terms used but not defined in this Notice shall have the same meaning given to them in the Listing Particulars dated 18 January 2019 and the Trust Deed dated 18 January 2019 in relation to the issue the Series 2019-F1 Notes.

Any references in this Notice to the Trustee shall, as the context may require, be construed to refer to the Trustee acting pursuant to, and in accordance with, the Trust Deed.

On 5 February 2024 the Trustee published an announcement with RNS Number 0746C convening an informal meeting of Noteholders to consider matters relating to the Series 2019-F1 Notes.  The informal meeting was held on 14 March 2024 by way of video conference.

During the informal Noteholder meeting, the Trustee gave a background of the Series 2019-F1 Notes and the current position of the Borrower's liquidation process. The Trustee highlighted certain issues that the Liquidator had identified and any potential claims. The Trustee explained that the Liquidator has requested pre-funding to pursue the recovery of debts owed and/or to pursue potential claims against a director. The Liquidator was unable to provide either potential rate of return in respect of recovered amounts nor an expected timeline which amounts may be achieved.  The Liquidator was also not able to confirm if they would require further funding from noteholders.

The Trustee disclosed that, as at the date of the informal meeting it held the below listed remaining amounts in respect of each Series 2019-F1 Notes.

Due to the uncertainty regarding the potential rate of return in respect of recovered amounts which may be achieved by the Liquidator, the Noteholders and/or interested parties present at the meeting were unable to reach a decision regarding the pre-funding of the Liquidator. Had such instructions been given, the Trustee would have proceeded accordingly to convene a formal meeting to enable Noteholders to approve this action.

As at the date of this Notice the Trustee and the Issuer have received no formal instructions from the Noteholders of the Series 2019-F1 Notes to initiate any proceedings and/or take any steps or action.

SHORTFALL AND TERMINATION OF SERIES 2019-F1 NOTES

In the absence of any instructions being received from Noteholders, the Issuer, in accordance with Condition 23(d) may declare a shortfall and any such shortfall will be borne by the Noteholders.  Once the Issuer has distributed any moneys held, if any, in respect of the Series 2019-F1 Notes in accordance with the Trust Deed, the Issuer may then proceed to terminate the Series 2019-F1 Notes. 

NEXT STEPS

Noteholders who have questions in connection with this Notice should make themselves known to the Trustee, arrange for their position in the Series 2019-F1 Notes to be disclosed to the Trustee, and verify their holdings of the Series 2019-F1 Notes to the Trustee.

Noteholders may contact the Trustee by sending an email to directors@truvacorp.com referencing the ISIN of the Series 2019-F1 Notes and "Kaeva Limited" in the subject line of the email.

The Trustee would like to inform Noteholders that it has neither authorised nor instructed any party to represent it or to solicit funds on its behalf.  Noteholders should not pay any money to any person purporting to represent the Issuer or the Trustee.

This announcement is given by Truva Services Limited in its capacity as Trustee.

28 March 2024