EQS-Adhoc: Luminis Finance Public Limited Company : NOTICE OF NOTEHOLDER CONSENT SOLICITATION

NOTICE OF NOTEHOLDER CONSENT SOLICITATION

21 June 2023

THIS ANNOUNCEMENT MAY CONTAIN INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AND ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018

For the purposes of the Market Abuse Regulation and Article 2 of Commission Implementing Regulation (EU) 2016/155, this announcement is made by the directors of LUMINIS Finance Plc.

Issue of

Series 2020-07 EUR Multi-Tranche Main Class Zero Coupon Callable OAT Bonds Repack Notes due 2066, ISIN XS2277735705

(the "Main Class Notes")

Series 2020-07 EUR Class A Drawdown Collateral Repack Notes due 2025, ISIN XS2277736182

(the "Class A Drawdown Collateral Repack Notes")

Series 2020-07 EUR Class B Drawdown Collateral Repack Notes due 2026, ISIN XS2277737073

(the "Class B Drawdown Collateral Repack Notes")

Series 2020-07 EUR Class C Drawdown Collateral Repack Notes due 2027, ISIN XS2277737156

(the "Class C Drawdown Collateral Repack Notes")

Series 2020-07 EUR Class D Drawdown Collateral Repack Notes due 2027, ISIN XS2277737404

(the "Class D Drawdown Collateral Repack Notes", and together with the Class A Drawdown Collateral Repack Notes, the Class B Drawdown Collateral Repack Notes and the Class C Drawdown Collateral Repack Notes, the "Drawdown Notes", and together with the Main Class Notes, the "Notes")

under the Limited Recourse Securities Programme of

LUMINIS Finance Plc

Legal entity identifier: 54930067RSRCM166RP48

Pursuant to a trust instrument dated 22 January 2021 (the "Trust Instrument") between, inter alios, the Issuer, the Trustee and the Swap Counterparty, the Issuer issued the Notes, granted security for the Secured Liabilities in favour of the Trustee (as trustee for each of the Secured Parties) and, together with the other parties to the Trust Instrument, entered into the Transaction Documents for the Notes.

Terms used but not defined in this notice shall have the meanings given to them in the Trust Instrument (including the documents incorporated therein by reference) and in the terms and conditions of the Notes.

The Issuer is launching a consent solicitation through the clearing systems today (21 June 2023) to seek consent from holders of its outstanding Notes for a proposed Extraordinary Resolution to give effect to certain amendments to the Trust Instrument, the Swap Agreement, the Credit Support Annex and the Pricing Supplement of the Notes, as described more fully below.

The proposed amendments, which (if approved) would be implemented by amending and restating the Trust Instrument to have the following effects:

1. amending the Credit Support Annex, specifically by changing the "Eligible Credit Support" elections made in Paragraph 11(b)(ii) of the Credit Support Annex, in order to expand the scope of the permitted assets that may be provided as credit support under the Credit Support Annex, such that these permitted assets would include Drawdown Collateral held by the Issuer in respect of the Drawdown Notes; and
2. causing the Issuer and the Swap Counterparty to enter into a new transaction under the Swap Agreement that provides for payments to be made between the Issuer and the Swap Counterparty in relation to amounts of interest or other distributions received by the Issuer (and if applicable, the Swap Counterparty) as a holder of the Drawdown Collateral from time to time.

Holders of the Notes who wish to respond to the consent solicitation, once they have received the consent solicitation notice, should provide their response, if any, through their respective custodians.

1662585  21-Jun-2023 GMT/BST