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.

19 April 2024

NOTICE TO NOTEHOLDERS

LINKLEASE FINANCE PLC

(Incorporated in England and Wales with registered number 11663405)

to the holders of those of the Series 2021-LL3 notes issued by the Issuer on 14 October 2021 with
ISIN: GB00BK9R4J84
(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 19 December 2018 (as supplemented, restated or amended from time to time) between the Issuer and Note Trustee (the "Trust Deed").

Event of Default under the Loan Agreement

The Issuer hereby notifies the Noteholders that Earth Equipment Rental LLC (the "Borrower") has failed to pay interest due up to and including 14 April 2024 (due for payment on 15 April 2024, with 14 April 2024 not being a Business Day) to the Issuer (as lender) in an amount of €100,142.70 pursuant to the terms of the Loan Agreement and that, as of 19 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.

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), 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.

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 the enforcement process on request.

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

Potential Event of Default under the Notes

The Issuer further notifies the 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 for payment on 15 April 2024 in an amount of €100,142.70 and that this constitutes a Potential Event of Default under the Notes.  Should the Issuer remain unable to pay the coupon referenced above for a period of 14 days from 15 April 2024 a further Event of Default will arise under Condition 13(a) on 30 April 2024.  

No Further Action by the 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 Noteholders as described above.

Queries regarding the circumstances surrounding this default may be addressed to the Calculation Agent:

ZigZag Management Experts LLC
Unit No:423 DMCC Business Centre
Level No 5 Jewellery & Gemplex 2
Dubai
United Arab Emirates
info@zigzag-me.com

Ref: 2021-LL3

Proposal for Coupon and Principal Payment amendment

On 31 January 2024, the Issuer and Note Trustee received from the Borrower the proposal set out in the Issuer's announcement of 31 January 2024 (the "Proposal"), available here.

Information regarding the Proposal

Queries regarding the Proposal should be made promptly in writing to the Calculation Agent, for onward communication to the Borrower, as follows:

ZigZag Management Experts LLC
Unit No:423 DMCC Business Centre
Level No 5 Jewellery & Gemplex 2
Dubai
United Arab Emirates
info@zigzag-me.com

Ref: 2021-LL3

The Calculation Agent shall not make any recommendations and shall give no legal or investment advice in respect of the Proposal or as to the Notes generally. The Calculation Agent shall use its reasonable endeavours to ensure that the Borrower answers any queries raised by Noteholders but shall assume no liability or duty of care to any party in so doing.

Noteholders should take and rely on their own independent legal and financial advice and may not rely on advice or information provided by the Calculation Agent.

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 the request or direction (including indemnification) of the Noteholders, subject always to the terms and conditions of the Trust Deed. Noteholders are reminded that the Note Trustee is under no obligation to take (or to instruct the Security Trustee to take) any enforcement action unless instructed to do so and indemnified and/or secured and/or prefunded to its satisfaction by the Noteholders.

Notwithstanding 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.

This notice is given by the Issuer.