EMPRESA DISTRIBUIDORA Y COMERCIALIZADORA NORTE S.A. (EDENOR) As part of its U.S.$183,789,286 transactions, the Company announces the Expiration and Final Tender Results of its Private Exchange Offer relating to its 9.75% outstanding Senior Notes due 2025 (the "Offer")

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Empresa Distribuidora y Comercializadora Norte S.A. (EDENOR)

Oct 24, 2024, 11:55 ET

ISINs: US29244AAL61 ; USP3710FAM60 / CUSIPs: 29244AAL6 ; P3710FAM6

BUENOS AIRES, Argentina, Oct. 24, 2024 /PRNewswire/ -- Empresa Distribuidora y Comercializadora Norte S.A. (EDENOR S.A.) ("Edenor" or the "Company") today announced that its offer to exchange (the "Offer" or the "Exchange Offer") any and all of its outstanding 9.75% Senior Notes due 2025 (the "Existing Notes") for the applicable amount of newly issued 9.75% Senior Notes due 2030 (the "New Notes") made to Eligible Holders upon the terms and subject to the conditions set forth in the Exchange Offer Memorandum, dated October 10, 2024 (the "Exchange Offer Memorandum"), expired at 5:00 p.m., New York City time, on October 23, 2024 (the "Expiration Date"). As of the Expiration Date, U.S.$47,025,871 in aggregate principal amount of Existing Notes, representing 85.12% of the aggregate principal amount of Existing Notes outstanding, have been tendered and accepted in the Exchange Offer (the "Tendered Notes"). Capitalized terms not defined herein shall have the meaning ascribed to them in the Exchange Offer Memorandum.

The Company will pay the Exchange Consideration for the Tendered Notes together with the Accrued Interest Payment on or about October 25, 2024 (the "Settlement Date").

On the Settlement Date, the Company expects to issue U.S.$48,789,286 aggregate principal amount of New Notes as total consideration for the Tendered Notes and to make the Accrued Interest Payment of approximately U.S.$2,062,782 in cash. Per US$100 principal amount of Existing Notes validly tendered and accepted under the Exchange Offer, each Eligible Holder will receive U.S.$103.75 principal amount of New Notes, plus the applicable Accrued Interest Payment.

Concurrently with the announcement of the Exchange Offer, the Company had announced an offering of New Notes in a transaction exempted from registration pursuant to Rule 144A and Regulation S under the Securities Act (the "Concurrent New Notes Offering"). The Company expects to issue U.S.$135,000,000 of new notes in the Concurrent New Offering (the "New Money Notes") on October 24, 2024. The New Notes to be issued in exchange for Existing Notes pursuant to the Exchange Offer are expected to be issued on the Settlement Date as additional notes under the same indenture governing the New Money Notes (the "Indenture"), dated as of October 24, 2024, among the Company, as issuer, The Bank of New York Mellon, as trustee (the "Trustee", which term shall include any successor as Trustee under the Indenture), co-registrar, transfer agent and principal paying agent, and Banco de Valores S.A., registrar, transfer agent, paying agent and as representative of the Trustee in Argentina. Upon issuance of the New Notes on the Settlement Date, the aggregate principal amount of notes outstanding under the Indenture will be U.S.$183,789,286.

Morrow Sodali International LLC, trading as Sodali & Co, acted as the Information and Exchange Agent for the Offer (Email: Edenor [email protected]; Eligibility Letter Website: https://projects.sodali.com/edenor).

The names and contact information of the dealer managers for the Offer outside Argentina are included in the back cover of the Exchange Offer Memorandum.

Balanz Capital Valores S.A.U. and Global Valores S.A. acted as Argentine Dealer Managers for the Offer in Argentina.

Important Notice

This announcement is not an offer of securities for sale in the United States, and none of the New Notes has been or will be registered under the Securities Act or any state securities law (other than Argentina, where the public offering of the New Notes is included within the public offering authorization granted by the CNV to the Program, in accordance with Section 41, Title II, Chapter V, Section V of the CNV Rules). The CNV's authorization means only that the information requirements of the CNV have been satisfied. The CNV has not rendered any opinion in respect of the accuracy of the information contained in the Exchange Offer Memorandum or the Argentine exchange offer memorandum dated October 10, 2024 (as amended and/or supplemented, the "Argentine Exchange Offer Memorandum"), and has not issued an opinion about the Exchange Consideration to be received pursuant the terms of the Exchange Offer.

The New Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. This press release does not constitute an offer of the New Notes for sale, or the solicitation of an offer to buy any securities, in any state or other jurisdiction in which any offer, solicitation or sale would be unlawful.

The distribution of materials relating to the Offer may be restricted by law in certain jurisdictions. The Offer is void in all jurisdictions where they are prohibited. If materials relating to the Offer come into your possession, you are required to inform yourself of and to observe all of these restrictions. The materials relating to the Offer, including this communication, do not constitute, and may not be used in connection with, an offer in any place where offers are not permitted by law. If a jurisdiction requires that the Offer be made by a licensed broker or dealer and a dealer manager or any affiliate of a dealer manager is a licensed broker or dealer in that jurisdiction, the Offer shall be deemed to be made by the dealer managers or such affiliate on behalf of the Company in that jurisdiction.

Forward-Looking Statements

All statements in this press release, other than statements of historical fact, are forward-looking statements. Specifically, the Company cannot assure you that the proposed transactions described above will be consummated on the terms currently contemplated, if at all. These statements are based on expectations and assumptions on the date of this press release and are subject to numerous risks and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements. Risks and uncertainties include, but are not limited to, market conditions, and factors over which the Company has no control. The Company assumes no obligation to update these forward-looking statements, and does not intend to do so, unless otherwise required by law.

Note to Eligible Holders in the European Economic Area - Prohibition of sales to EEA Retail Investors – The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the New Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

Note to Eligible Holders in the United Kingdom - Prohibition of sales to UK Retail Investors – The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the New Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

In the UK, the Exchange Offer Memorandum and any other material in relation to the New Notes described herein are being distributed only to, and are directed only at, persons who are "qualified investors" (as defined in the UK Prospectus Regulation) who are (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it would otherwise be lawful to distribute them, all such persons together being referred to as "Relevant Persons". In the UK, the New Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the New Notes will be engaged in only with, Relevant Persons. The Exchange Offer Memorandum and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by any recipients to any other person in the UK. Any person in the UK that is not a Relevant Person should not act or rely on the Exchange Offer Memorandum or its contents.

SOURCE Empresa Distribuidora y Comercializadora Norte S.A. (EDENOR)