SWISS INSURED BRAZIL POWER FINANCE S.À R.L. 9.850% SENIOR SECURED NOTES DUE 2032 SUCCESSFUL CONSENT SOLICITATION

LUXEMBOURG, Aug. 3, 2022 /PRNewswire/ -- Swiss Insured Brazil Power Finance S.à r.l., a private limited liability company (société à responsabilité limitée), incorporated and existing under Luxembourg law, having its registered office at 16, rue Eugène Ruppert, L – 2453 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 217648 (the "Company"), previously launched a consent solicitation (the "Consent Solicitation") in relation to its 9.850% Senior Secured Notes due 2032 with ISIN USL8915MAA38/US870880AA90 (the "Notes") pursuant to the consent solicitation statement, dated July 20, 2022 (as supplemented and amended prior to the date hereof, the "Statement"). Capitalized terms used, but not defined, in this announcement (the "Announcement") have the meanings assigned to them in the Statement.

The Company today announces that it has received the Requisite Consents under the Indenture and the Uninsured Loan Agreement. Accordingly, the Consent Effective Time has occurred and the Company will instruct the Fiduciary Agent to consent to effectuate and/or enter into the Proposed Consent and Amendments and to consent to and do any other acts necessary to give effect to the CELSE Consent and Amendment Authorization, and upon receipt of all other consents required under the Intercreditor Agreement, the Debenture Indenture and the Project Intercreditor Agreement, the CELSE Consent and Amendment Authorization will become effective once the other conditions thereto have been satisfied. The consent to the Proposed Consent and Amendments and the CELSE Consent and Amendment Authorization is effective and operative as to all Holders, whether or not such Holders delivered a Consent or otherwise affirmatively objected to the consent to the Proposed Consent and Amendments; provided that, in accordance with the terms of the Indenture, unless the Consent Payment has been made on or prior to the Outside Date, each Consent provided pursuant to the Consent Solicitation shall be ineffective and deemed revoked and the Proposed Consent and Amendments and the CELSE Consent and Amendment Authorization and any amendments or consents resulting therefrom shall be void ab initio.

The Consent Solicitation will expire at the previously announced Expiration Time of 5:00 p.m. (New York City time) on August 3, 2022. As the Consent Effective Time has occurred, delivered Consents may not be validly revoked.

As previously announced, the aggregate Consent Payment payable to Holders who validly deliver their Consent at or prior to the Expiration Time, will be 1.00% of R$3,201,500,000 initial aggregate principal amount of Notes (the "Original Face Value"), or R$32,015,000, to be shared by all such consenting Holders. Specifically, the Consent Payment will be an amount, per R$1,000 of Original Face Value of Notes for which Holders have validly delivered Consents prior to the Expiration Time, equal to the product of R$10.00 multiplied by a fraction, the numerator of which is the Original Face Value of the Notes outstanding as of the Expiration Time and the denominator of which is the Original Face Value of Notes for which Holders have validly delivered Consents prior to the Expiration Time. As a result, the Consent Payment for the Notes will range from R$10.00 per R$1,000 (if all Holders consent) to approximately R$19.51 per R$1,000 (if Holders of 51.25% of the Original Face Value of Notes consent).

Subject to the consummation of any one of the Proposed Transactions and the other conditions described in the Statement, the Company expects to pay the previously announced Consent Payment upon the earlier of (i) the third business day following the consummation or termination, as applicable, of the Proposed Transactions and (ii) October 17, 2022. The Consent Payment will be paid to holders who validly delivered their Consents at or prior to the Expiration Time. The Consent Payment is calculated using the Original Face Value of the Notes. The Consent Payment is denominated in Brazilian Reais but will settle in U.S. dollars as converted based on the prevailing Reais / U.S. Dollar spot rate on the close of business on the Expiration Date of the Consent Solicitation as shown on the Bloomberg "BRLUSD Curncy" screen (provided that if such spot rate is not available on the Bloomberg "BRLUSD Curncy" screen, then the Bloomberg FXIP screen shall be used or such other source as mutually agreed by the Company and the Solicitation Agent).

The Company expressly reserves the right to amend, extend or terminate the Consent Solicitation or waive any unsatisfied conditions to the Consent Solicitation, in each case, in accordance with the terms set forth in the Statement. Holders are urged to review the Statement for the detailed terms of the Consent Solicitation and the procedures for providing their Consent. This Announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities. No recommendation is being made as to whether Holders should Consent pursuant to the Consent Solicitation. The Consent Solicitation is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or "blue sky" laws. The Notes are currently listed on the Official List of the Luxembourg Stock Exchange (the "LuxSE") and admitted to trading on the Euro MTF market of the LuxSE.

THE SOLICITATION AGENT

Questions or requests for assistance concerning the terms of the Consent Solicitation should be directed to:

Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
Attention: Liability Management Group
U.S. Toll-free: +1 (800) 828-3182
Collect: (212) 357-1452
Email: [email protected]

THE INFORMATION AND TABULATION AGENT

Requests for additional copies of the Statement and assistance relating to the procedures for delivering Consents should be directed to:

D.F. King & Co., Inc.
48 Wall Street, 22^nd Floor
New York, New York 10005
Email: [email protected]
Toll-Free: +1 (866) 745-0267
Collect: +1 (212) 269-5550
Attn: Michael Horthman

SOURCE Swiss Insured Brazil Power Finance S.à r.l.