PJSC National Power Co. Ukrenergo

28 August 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT OR THE MEMORANDUM (AS DEFINED BELOW).

28 August 2026

Private Joint Stock Company "National Power Company "Ukrenergo"

launch of a TENDER OFFER, EXCHANGE OFFER AND CONSENT SOLICITATION IN RESPECT OF  OUTSTANDING U.S.$825,000,000 6.875 per cent. Guaranteed Sustainability-Linked GREEN Notes due 2028

Ukrenergo (the "Issuer" or "Ukrenergo") is pleased to announce the launch of a tender offer and exchange offer to the Eligible Holders of the U.S.$825,000,000 6.875 per cent. Guaranteed Sustainability-Linked Notes due 2028  (Regulation S ISIN: XS2404309754, Common Code: 240430975; Rule 144A ISIN: US63718LAA26, CUSIP: 63718LAA2) (the "Existing Notes") to offer to (i) tender their holdings of Existing Notes (together with all Accrued and Past Due Interest thereon) for purchase by Ukrenergo for cash, at a price to be determined pursuant to an unmodified Dutch auction in respect of the Existing Notes (the "Tender Offer"), or (ii) in respect of Eligible Holders only, exchange their holdings of Existing Notes (together with all Accrued and Past Due Interest thereon) for New Notes (the "Exchange Offer"), as summarized in the table below and more fully described in the Tender Offer, Exchange Offer and Consent Solicitation Memorandum dated 28 August 2026 (the "Memorandum").

Ukrenergo is also soliciting consents from the beneficial holders of the outstanding Existing Notes (the "Holders" or the "Noteholders") to consider and, if thought fit, pass an extraordinary resolution (the "Extraordinary Resolution") at a Virtual Meeting of the Noteholders to be held on 1 October 2026 (the "Meeting") to approve, inter alia, certain Amendments (as defined below) to the Existing Notes to create the Amended Notes (as defined below) and amend and restate the Guarantee as well as to approve the Exchanged Bonds Cash Allocation Mechanism, Non-Participating Holder Cash Allocation Mechanism and the Mandatory Exchange (each as defined herein) (the "Consent Solicitation" and, together with the Exchange Offer and the Tender Offer, the "Invitation") to meet the requirements of the New Financing (as defined in the Memorandum).

The Invitation is made on the terms and subject to the conditions set forth in the Memorandum, which is available to Holders from the Offer Website: https://projects.sodali.com/Ukrenergo, subject to eligibility confirmation and registration, or by contacting Sodali & Co (the "Invitation Agent"). Terms used in this announcement but not defined herein have the respective meanings given to them in the Memorandum.

The purchase price to be paid pursuant to the Tender Offer and the consideration to be delivered pursuant to the Exchange Offer, as well as the Participation Fees to be delivered subject to the terms of the Memorandum are set out in the table below.

ISIN/Common Code/CUSIP	Outstanding Principal Amount(1)	Tender Offer - Purchase Price(2)	Tender Offer - Maximum Purchase Price(2)	Tender Offer - Minimum Purchase Price(2)	Tender Offer Participation Fee (in cash) per U.S.$1,000  principal amount of Existing Notes validly tendered by the Expiration Deadline
		To be determined pursuant to an Unmodified Dutch Auction Procedure as more fully described herein.	65.125 per cent.	60 per cent.	U.S.$20 in the event the Exchanged Bonds Cash Allocation Mechanism is not used or U.S.$10 in the event the Exchanged Bonds Cash Allocation Mechanism is used
Unrestricted Existing Notes ISIN: XS2404309754, Common Code: 240430975; Restricted Existing Notes ISIN: US63718LAA26, CUSIP: 63718LAA2	U.S.$825,000,000	Exchange Offer - Voluntary Exchange Consideration exchange ratio	Exchange Offer Participation Fee (in cash) per U.S.$1,000  principal amount of Existing Notes validly tendered by the Expiration Deadline
		U.S.$1,000 in principal amount of New Notes for each U.S.$1,000 in principal amount of Existing Notes (together with all Accrued and Past Due Interest on such Existing Notes)	U.S.$10

(1)   As of the date of the Memorandum there are no Existing Notes owned or controlled by Ukrenergo.

(2)   Expressed as a percentage of the sum of (i) the principal amount of the Existing Notes validly tendered and accepted for purchase and (ii) Accrued and Past Due Interest thereon

THE INVITATION COMMENCES ON 28 AUGUST 2026 AND WILL EXPIRE AT 5:00 P.M. (NEW YORK TIME) ON 28 SEPTEMBER 2026 (THE "EXPIRATION DEADLINE"), UNLESS EXTENDED, AMENDED OR EARLIER TERMINATED AS PROVIDED IN THE MEMORANDUM.

Background

Ukrenergo, being the national power grid company responsible for the power transmission operation and the operational and technological control functions of the Integrated Power System of Ukraine, faces unprecedented challenges in maintaining and rebuilding the country's power network at this time of war. These acute and ongoing challenges have necessitated Ukrenergo's seeking of liquidity and debt relief pursuant to the Invitation. See "Background to the Invitation" in the Memorandum for a fuller discussion of the background to the Invitation.

Agreement in principle with holders of Existing Notes

On 28 April 2025, Ukrenergo reached an original agreement in principle with the AHG and with holders outside the AHG who, together with the AHG, represent in excess of 45% of the outstanding Notes regarding the terms of the liability management exercise in relation to the Existing Notes. Due to the passage of time without implementation of the original agreement in principle, certain adjustments to the terms of the original agreement were required, which were agreed between Ukrenergo and the AHG on 23 April 2026.

The terms of the revised agreement-in-principle with the AHG are incorporated in, and are to be implemented pursuant to, this Invitation.

The New Financing

The Issuer intends to finance the Invitation using the proceeds of the New Financing (as defined in the Memorandum); i.e. financing raised by an SPV with a development finance institution providing credit support in respect thereof.  The New Financing is conditional upon the implementation of certain amendments to the Existing Notes and related Agency Agreement, Deed of Covenant, and Deed of Guarantee pursuant to the Consent Solicitation. The proceeds of the New Financing are expected to be available ahead of the Settlement Date. Consummation of the Invitation is conditional upon successful completion of the New Financing.

The Invitation will allow Ukrenergo to refinance its Existing Notes on attractive terms with the support of the New Financing. Upon successful conclusion of the Invitation and the transactions contemplated thereby, the Existing Notes, as amended through the Consent Solicitation, will be transferred to the SPV on the Settlement Date and the SPV will thereafter be the sole holder of all the Existing Notes. The proceeds of the New Financing will be used to finance the Tender Offer and, if applicable, the Non-Participating Holder Cash Allocation Mechanism and the Exchanged Bonds Cash Allocation Mechanism (as described herein and in the Memorandum), as well as certain transaction costs and expenses.

The principal and interest savings resulting from the successful completion of the Tender Offer and transactions contemplated in the Invitation will be used by Ukrenergo to rebuild and maintain the power network in Ukraine that (a) was damaged by the Russian war in Ukraine and/or (b) is required to increase stability and resilience of the Ukrainian power system.

General

The Invitation is comprised of the Tender Offer, the Exchange Offer and the Consent Solicitation.

The expected Expiration Deadline for the Invitation is 5:00 p.m. (New York City time) on 28 September 2026.

The expected Settlement Date is no later than 8 October 2026.  See "Expected Timetable of Events".

Subject to applicable law, the Issuer may, in its sole discretion, extend, re-open, amend, waive any condition of, or terminate the Invitation or modify the Expiration Deadline or the Settlement Date at any time prior to the date of the Meeting or any adjourned Meeting, as the case may be.  Details of any such extension, re-opening, amendment, waiver, termination or modification will be announced as provided in the Memorandum as soon as reasonably practicable after the relevant decision is made.  See "The Invitation-Amendment and Termination of the Invitation".  The Issuer will terminate the Invitation unless settlement occurs by the Settlement Deadline. If the Issuer terminates the Invitation, all Existing Notes in respect of which Participation Instructions have been submitted will be promptly released from any Blocking and will no longer be subject to the Invitation.

Calculation of Accrued and Past Due Interest

Holders should note that the Accrued and Past Due Interest applicable to their Existing Notes will be calculated:

·      to and including the Settlement Date in respect of any Existing Notes purchased by the Issuer for cash pursuant to the Tender Offer, the Exchanged Bonds Cash Allocation Mechanism or the Non-Participating Holder Cash Allocation Mechanism; and

·      to and including 1 July 2025 in respect of any Existing Notes exchanged for New Notes pursuant to the Exchange Offer or the Mandatory Exchange.

For the avoidance of doubt, the amount of Accrued and Past Due Interest per U.S.$1,000 of Existing Notes as at and including 1 July 2025 is U.S.$228.4.

For purposes of calculating the Accrued and Past Due Interest in the context of the Tender Offer (including the Purchase Price), the Exchanged Bonds Cash Allocation Mechanism (including Rollover Price) or the Non-Participating Holders Cash Allocation Mechanism, the amount of Accrued and Past Due Interest shall increase by approximately U.S.$157,552 each calendar day from (and excluding) 1 July 2025 to and including the Settlement Date.

The Tender Offer

The Tender Offer will be conducted through the Unmodified Dutch Auction Procedure (as defined below), pursuant to which the Purchase Price (as defined below) shall be equal to the particular Offer Price (as defined below) specified (or deemed to be specified) by the relevant Noteholder in the relevant Participation Instruction.

All tenders of Existing Notes will be submitted on a competitive basis by way of a Participation Instructions, such that each such Participation Instruction specifies a particular offer price (expressed as a percentage of the sum of (i) the principal amount of the Existing Notes validly tendered in such Participation Instruction and (ii) Accrued and Past Due Interest on such Existing Notes) (the "Offer Price"). 

In order to participate in the Tender Offer, and be eligible to receive the Purchase Consideration, Noteholders must validly tender their Existing Notes by delivering, or arranging to have delivered on their behalf, a valid Participation Instruction to the Invitation Agent on or prior to the Expiration Deadline, unless the Tender Offer is extended, re-opened, amended and/or terminated as provided in the Memorandum. See "Procedures for Participating in the Invitation" section in the Memorandum for additional information.

Maximum Consideration Amount and Final Acceptance Amount

The Issuer proposes to accept, on the terms and subject to the conditions described in the Memorandum, Existing Notes for purchase up to a maximum principal amount at Offer Prices (starting from the lowest Offer Price) such that the total purchase consideration for such Existing Notes validly tendered and accepted for purchase does not exceed U.S.$445,000,000 (the "Maximum Consideration Amount").

The principal amount of Existing Notes (together with Accrued and Past Due Interest thereon) that, subject to the Maximum Consideration Amount, shall be finally accepted for purchase pursuant to the Tender Offer is referred to as the "Final Acceptance Amount".

Purchase Price

The Issuer will on the Settlement Date pay or procure payment, for the Existing Notes validly tendered pursuant to the Tender Offer and accepted for purchase pursuant to each Participation Instruction, a cash amount, expressed as a percentage of the sum of (i) the principal amount of the Existing Notes validly tendered in such Participation Instruction and (ii) Accrued and Past Due Interest on such Existing Notes (each, a "Purchase Price"), as determined pursuant to the unmodified Dutch auction procedure described in the Memorandum (the "Unmodified Dutch Auction Procedure").

Under the Unmodified Dutch Auction Procedure, the Purchase Price shall be equal to the particular Offer Price (as defined below) specified (or deemed to be specified) by each Noteholder for the Existing Notes in the relevant Participation Instruction.

As the Purchase Price applicable to each Noteholder in respect of the Existing Notes that are accepted for purchase pursuant to the Tender Offer is the Offer Price (as defined below) in respect of the Existing Notes specified (or deemed to be specified) by such Noteholder in its Participation Instruction, the Purchase Price payable to each Noteholder in respect of the Existing Notes which are accepted for purchase pursuant to the Tender Offer will not necessarily be the same.

The Purchase Price includes consideration for Accrued and Past Due Interest on the relevant Existing Notes. Therefore, no accrued interest will be paid in addition to the Purchase Price. In the event the Conditions to the Invitation are satisfied or (to the extent capable of being waived) waived, the total amount that will be paid to each Noteholder on the Settlement Date for the Existing Notes accepted for purchase from such Noteholder will be an amount (rounded to the nearest U.S.$0.01, as applicable, with U.S.$0.005, as applicable, rounded upwards) equal to the product of (i) the aggregate principal amount of the Existing Notes accepted for purchase by the Issuer from such Noteholder pursuant to the Tender Offer together with Accrued and Past Due Interest thereon and (ii) the relevant Purchase Price (the "Purchase Consideration").

Participation Instructions must be submitted in respect of a minimum principal amount of the Existing Notes of no less than the minimum denomination of U.S.$200,000, and in integral multiples of U.S.$1,000 in excess thereof.  Participation Instructions which relate to a principal amount of the Existing Notes of less than U.S.$200,000 will be rejected. 

Following the submission of Participation Instructions which are/is not validly revoked (in the limited circumstances in which revocation is permitted), the Notes which are the subject of such Participation Instructions will be blocked from trading by the relevant Clearing System until (i) the Settlement Date or (ii) if applicable, any earlier date on which a holder of such Notes becomes entitled to withdraw, and does withdraw, its vote in respect of the Extraordinary Resolution.

A separate Participation Instruction must be completed on behalf of each beneficial owner of Existing Notes pursuant to the Invitation due to possible scaling.

Proration and Scaling

If the Issuer accepts any Existing Notes for purchase pursuant to the Tender Offer and the aggregate principal amount of Existing Notes (together with Accrued and Past Due Interest thereon) validly tendered pursuant to Participation Instructions that specify an Offer Price that is less than or equal to the Maximum Accepted Purchase Price, is greater than the Final Acceptance Amount, the Issuer intends to accept for purchase, (A) first, all such Existing Notes tendered at Offer Prices below the Maximum Accepted Purchase Price in full (subject to the Final Acceptance Amount) starting from the lowest Offer Price by any Holder and continuing with the next lowest Offer Price, such that all such acceptances would not result in a payment in respect of the Tender Offer in excess of the Final Acceptance Amount, and (B) second, all such Existing Notes tendered at the Maximum Accepted Purchase Price on a pro rata basis such that the principal amount of all Existing Notes  (together with Accrued and Past Due Interest thereon) accepted for purchase pursuant to the Tender Offer is no greater than the Final Acceptance Amount.

For the purpose of such acceptance of the Tender Offer on a pro rata basis, the Existing Notes validly tendered will be scaled by multiplying the aggregate principal amount of such Existing Notes by a Scaling Factor, as further described in the Memorandum.

Tender Offer Participation Fee

In the event the Conditions to the Invitation are satisfied or (where capable of being waived) waived, the Issuer shall pay or procure payment of a Participation Fee on the Settlement Date to each Noteholder that validly tenders Existing Notes on or prior to the Expiration Deadline pursuant to the Tender Offer. Each such Noteholder shall receive a Participation Fee in the amount of:

·              In the event the Exchanged Bonds Cash Allocation Mechanism (as defined below) is not used, U.S.$20 for each U.S.$1,000 in principal amount of Existing Notes validly tendered on or prior to the Expiration Deadline pursuant to the Tender Offer; or

·              In the event the Exchanged Bonds Cash Allocation Mechanism is used, U.S.$10 for each U.S.$1,000 in principal amount of Existing Notes validly tendered on or prior to the Expiration Deadline pursuant to the Tender Offer.

For the avoidance of doubt, Noteholders that submit Participation Instructions to vote on the Extraordinary Resolution (or instruct to attend the Meeting in person or appoint a proxy other than the Invitation Agent to attend the Meeting) without also tendering their Existing Notes for purchase as part of the Tender Offer or for exchange as part of the Exchange Offer will not be entitled to receive any Participation Fee

The Exchange Offer

Subject to the terms and conditions of the Invitation (including, but not limited to, the Jurisdictional Restrictions), the Issuer invites Noteholders that are Eligible Holders to tender their Existing Notes (together with all Accrued and Past Due Interest thereon) in exchange (the "Exchange Offer") for New Notes at an exchange ratio of:

·      U.S.$1,000 in principal amount of New Notes for each U.S.$1,000 in (i) principal amount of Existing Notes tendered and accepted for exchange by the Issuer and (ii) all Accrued and Past Due Interest on such Existing Notes (the "Voluntary Exchange Consideration"),

subject to the Exchanged Bonds Cash Allocation Mechanism described below.

The Voluntary Exchange Consideration will be delivered by the Issuer to the Clearing Systems on the Settlement Date.

Exchanged Bonds Cash Allocation Mechanism To the extent that, following the expiration of the Tender Offer and, if applicable, the application of the Non-Participating Holder Cash Allocation Mechanism, not all of the Available Cash (as defined below) will be used by the Issuer to purchase Existing Notes (together with Accrued and Past Due Interest thereon) pursuant to the Tender Offer and, if applicable, the Non-Participating Holder Cash Allocation Mechanism, the balance of Available Cash shall be applied to repurchase a pro rata portion of the principal amount of Existing Notes (together with Accrued and Past Due Interest on such Existing Notes) which Eligible Holders voluntarily elected to exchange pursuant to the Exchange Offer at the Rollover Price (as defined below) such that the Available Cash is fully used (the "Exchanged Bonds Cash Allocation Mechanism").

The "Rollover Price" means the lesser of:

(a)           68.7 per cent. of the sum of (i) the principal amount of the Existing Notes subject to the Exchanged Bonds Cash Allocation Mechanism and (ii) Accrued and Past Due Interest on such Existing Notes; and

(b)           a price which will yield an all-in average repurchase price for the Issuer (taking into account the results of the Tender Offer and the Non-Participating Holder Cash Allocation Mechanism) of 67.125 per cent. of the sum of (i) the principal amount of the Existing Notes subject to the Exchanged Bonds Cash Allocation Mechanism and (ii) Accrued and Past Due Interest on such Existing Notes.

For the purpose of such allocation of Existing Notes which Eligible Holders voluntarily elected to exchange  pursuant to the Exchange Offer to the Exchanged Bonds Cash Allocation Mechanism on a pro rata basis, the Existing Notes validly tendered for exchange will be scaled by multiplying the aggregate principal amount of such Existing Notes, by a scaling factor as further described in the Memorandum (the "Exchanged Bonds Cash Allocation Scaling Factor").

Exchange Offer Participation Fee

In the event the Conditions to the Invitation are satisfied or (where capable of being waived) waived, the Issuer shall pay, or procure the payment of, a Participation Fee on the Settlement Date to each Eligible Holder that validly tenders Existing Notes on or prior to the Expiration Deadline pursuant to the Exchange Offer. Each such Eligible Holder of Existing Notes shall receive a Participation Fee in the amount of:

·      U.S.$10 for each U.S.$1,000 in principal amount of Existing Notes validly tendered on or prior to the Expiration Deadline pursuant to the Exchange Offer.

For the avoidance of doubt, Noteholders that submit Participation Instructions to vote on the Extraordinary Resolution (or instruct to attend the Meeting in person or appoint a proxy other than the Invitation Agent to attend the Meeting) without also tendering their Existing Notes for purchase as part of the Tender Offer or for exchange as part of the Exchange Offer will not be entitled to receive any Participation Fee.

The Consent Solicitation

The Issuer is soliciting the approval of the Noteholders by way of Extraordinary Resolution to:

(i)            amend the Conditions to create the Amended Notes as set out in Annex III (Form of Amended Conditions) of the Memorandum, as well as to amend and restate the Agency Agreement and the Deed of Covenant to effect other Amendments (copies of which are available on the Offer Website) at the Effective Time in each case as required by the terms of the New Financing;

(ii)           amend and restate the Deed of Guarantee in respect of the Amended Notes at the Effective Time to effect Amendments (a copy of which is available on the Offer Website) as required by the terms of the New Financing;

(iii)          approve the Exchanged Bonds Cash Allocation Mechanism, the Non-Participating Holder Cash Allocation Mechanism and Mandatory Exchange in accordance with the terms set out in the Memorandum; and

(iv)          give irrevocable and unconditional waiver of any breach under or in respect of the Existing Notes, the Conditions, the Deed of Covenant or the Agency Agreement arising as a result of the suspension of payments thereunder by the Issuer or by the threat of, in anticipation of, in connection with, or as a result of, the Invitation or any terms thereof existing or occurring on or before the Settlement Date (the "Waiver"),

provided in each case that the Extraordinary Resolution with respect to the Amendments and the Waiver shall take effect no earlier than the Effective Time (as defined in the Memorandum) on the Settlement Date.

For the avoidance of doubt, any Noteholder of Unrestricted Existing Notes that has tendered its Existing Notes in the Tender Offer or the Exchange Offer through Euroclear or Clearstream will also be deemed to have appointed the Invitation Agent as its proxy to participate in the Meeting and to consent to and vote in favour of the Extraordinary Resolution. Any Noteholder of Restricted Notes that has tendered its Existing Notes in the Tender Offer or the Exchange Offer via DTC's ATOP must also submit a Form of Sub-Proxy in order to appoint the Invitation Agent or its nominees as its proxy to participate in the Meeting and to consent to and vote in favour of the Extraordinary Resolution.

The Notice has been given to the holders of Existing Notes in accordance with the Conditions on the date of the Memorandum.

Non-Participating Holder Cash Allocation Mechanism and Mandatory Exchange

Non-Participating Holder Cash Allocation Mechanism

To the extent that, following the expiration of the Tender Offer, an amount less than the Maximum Consideration Amount (the "Available Cash") has been used by the Issuer to purchase Existing Notes pursuant to the Tender Offer (solely as a result of an insufficient principal amount of Existing Notes being validly tendered pursuant to the Tender Offer at an Offer Price that is equal to or greater than the Minimum Purchase Price and equal to or less than the Maximum Purchase Price) the balance of Available Cash shall be applied to repurchase a pro rata portion of the principal amount of Existing Notes (together with Accrued and Past Due Interest thereon) which were not validly tendered for purchase pursuant to the Tender Offer or for exchange pursuant to the Exchange Offer (the "Non-Participating Holder Cash Allocation Mechanism").

Such Holders will receive a purchase price equal to:

·      60 per cent. of the sum of (i) the principal amount of the Existing Notes subject to the Non-Participating Holder Cash Allocation Mechanism and (ii) Accrued and Past Due Interest on such Existing Notes (the "Non-Participating Holder Purchase Price").

For the avoidance of doubt, to the extent that, following the expiration of the Tender Offer, not all of the Available Cash has been used by the Issuer to purchase Existing Notes pursuant to the Tender Offer, the Non-Participating Holder Cash Allocation Mechanism shall apply before the Exchanged Bonds Cash Allocation Mechanism described above.

Scaling

For the purpose of such allocation of the Existing Notes of non-participating Noteholders to the Non-Participating Holder Cash Allocation Mechanism on a pro rata basis, the Existing Notes not validly tendered for purchase or exchange will be scaled by multiplying the aggregate principal amount of such Existing Notes, by a scaling factor as further described in the Memorandum (the "Non-Participating Holder Cash Allocation Scaling Factor").

The Issuer may elect to allocate either none or the full portion of the Existing Notes to the Non-Participating Holder Cash Allocation Mechanism if application of pro-ration will result in the relevant holder receiving New Notes pursuant to the Mandatory Exchange at the Lower Exchange Consideration (as defined below) in a principal amount of less than U.S.$150,000.

Mandatory Exchange

Existing Notes (together with all Accrued and Past Due Interest thereon) which were not tendered and accepted for purchase pursuant to the Tender Offer or for exchange pursuant to the Exchange Offer, or purchased pursuant to the Non-Participating Holder Cash Allocation Mechanism, shall be mandatorily exchanged for New Notes (the "Mandatory Exchange at Lower Exchange Consideration") with such Holder receiving New Notes at an exchange ratio of:

·      U.S.$800 in principal amount of New Notes for each U.S.$1,000 in (i) principal amount of Existing Notes subject to the Mandatory Exchange and (ii) all Accrued and Past Due Interest on such Existing Notes (the "Lower Exchange Consideration").

To the extent Noteholders participated in the Tender Offer but their Existing Notes were not accepted for purchase fully (or partially) pursuant to the Tender Offer as the Offer Price was at or above the Maximum Accepted Purchase Price (but below the Maximum Purchase Price), such Existing Notes that were not purchased pursuant to the Tender Offer (together with all Accrued and Past Due Interest thereon) will be mandatorily exchanged for New Notes based on the terms of the Voluntary Exchange Consideration described in "The Exchange Offer" above (the "Mandatory Exchange at Voluntary Exchange Consideration" and together with the Mandatory Exchange at Lower Exchange Consideration, the "Mandatory Exchange") (the Voluntary Exchange Consideration under the terms of the Mandatory Exchange at Voluntary Exchange Consideration together with the Lower Exchange Consideration, the "Mandatory Exchange Consideration")).

Required Quorum and Majority

The quorum required at the Meeting shall be one or more persons validly (in accordance with the provisions of the Agency Agreement) present (each a "voter") holding, or being proxies or representatives and holding or representing, not less than 66⅔ per cent. in aggregate principal amount of the Existing Notes for the time being outstanding. If within 15 minutes after the time fixed for the Meeting a quorum is not present, such Meeting shall be adjourned as further described in the Memorandum.

The Extraordinary Resolution requires a majority of at least 75 per cent. of the Eligible Holders present in person or represented by proxy at a Meeting (or, if applicable, any adjourned Meeting) duly convened and held in accordance with the provisions of Condition 12(b)(v) (Meetings of Noteholders; Modification and Waiver-Modification of this Series of Notes only) of the Existing Notes.

Conditions to the Invitation

The Invitation, the transactions contemplated thereunder and the effectiveness of the Extraordinary Resolution are conditional upon satisfaction of the following conditions (the "Conditions to the Invitation"):

(a) there not having been threatened, instituted, pending or concluded any action, investigation or proceeding by or before any court or governmental, regulatory, arbitral or administrative body which, as the case may be:

(1)           in the case of a concluded action, investigation or proceeding, determines that the purchase of Existing Notes pursuant to the Tender Offer or the exchange of Existing Notes for New Notes pursuant to the Exchange Offer would be illegal;

(2)           seeks to make illegal the purchase of Existing Notes pursuant to the Tender Offer or the exchange of Existing Notes for New Notes pursuant to the Exchange Offer

(3)           would or might reasonably be expected to result in a delay in, or restrict, the ability of the Issuer to purchase Existing Notes or issue or deliver the New Notes in exchange for Existing Notes, or take any action required in connection with the Extraordinary Resolution; or

(4)           seeks to impose limitations on the ability of the Issuer to issue or deliver the New Notes in exchange for Existing Notes or take any action required in connection with the Extraordinary Resolution;

(b) there not having been any change or development that, in the Issuer's sole discretion (acting in good faith), materially reduces the anticipated benefits to the Issuer of the Invitation or that could be likely to prejudice materially the success of the Invitation or that has had, or could reasonably be expected to have, a material adverse effect on the Issuer;

(c) the satisfaction of the New Financing Condition and the net proceeds of the New Financing being available for the SPV to deliver, on behalf of the Issuer, the Purchase Consideration, the Rollover Price or the Non-Participating Holder Purchase Price to the relevant Holders of Existing Notes pursuant to the Invitation, in an aggregate amount equal to the Maximum Consideration Amount, as well as the Participation Fee in the amounts provided in the Memorandum, the AHG Work Fee and the fees of the AHG's legal counsel as agreed between AHG's legal counsel and the Issuer;

(d) the completion of the issue of the New Notes and the New Notes being available for the Issuer to deliver them as Consideration for the Exchange Offer to the relevant Eligible Holders of Existing Notes;

(e) the Extraordinary Resolution being duly passed at the Meeting (or at any adjourned Meeting);

(f) the satisfaction of the Eligibility Condition;

(g)           the execution of the Deed Poll in the form appended as Annex VI of the Memorandum;

(h)           the execution and effectiveness of the Escrow Agreement (as defined below) and receipt of confirmation from the Issuer (or its legal counsel) to the legal counsel of the AHG (which confirmation shall consist of a SWIFT payment confirmation) that the Escrow Cash (as defined in the Escrow Agreement) has  been wired to the Escrow Agent in the Escrow Account (as defined below) as provided for in the Escrow Agreement; and

(i)            delivery of an irrevocable instruction by the SPV to The Bank of New York Mellon (as the SPV's custodian) to send a confirmation to the Escrow Agent and other parties pursuant to the Escrow Agreement confirming that the Existing Notes have been received by the SPV into its securities account maintained by The Bank of New York Mellon as custodian.

Upon the Issuer determining that the Conditions to the Invitation have been satisfied (other than for the conditions set out in paragraphs (d) above), or determining in its sole and absolute discretion to waive paragraphs (a)(2), (a)(3), (a)(4) or (b) of the Condition to the Invitation (but no other paragraphs), it shall promptly announce the occurrence of the CP Satisfaction Date and the proposed Settlement Date, which Settlement Date should occur no earlier than the date falling one Business Day following the CP Satisfaction Date and no later than eight Business Days following the Expiration Deadline.

On the Settlement Date, each of the following shall be deemed to occur concurrently: (i) Consideration shall be paid or otherwise transferred to the Clearing Systems by or on behalf of the Issuer, and by the Clearing Systems to their Direct Participants for onward distribution to each Holder entitled to receive Consideration in the amount and otherwise in accordance with the terms set out in the Memorandum; and (ii) the Extraordinary Resolution shall become effective in relation to the Exchanged Bonds Cash Allocation Mechanism, Non-Participating Holder Cash Allocation Mechanism and the Mandatory Exchange. The Amendments to the terms of the Existing Notes and the Waiver shall become effective once The Bank of New York Mellon (as the SPV custodian) confirms that the Existing Notes are received by the SPV into its securities account maintained by The Bank of New York Mellon as custodian. Promptly following that (or the receipt of an instruction from the SPV or the Issuer to the Escrow Agent to release the Escrow Cash), the AHG Work Fee and the fees of AHG legal counsel shall be paid by the escrow agent named in the Escrow Agreement (the "Escrow Agent") to the recipients specified therein from the escrow account (the "Escrow Account") in accordance with the terms of the escrow agreement between the AHG members, the AHG legal counsel, the SPV, the Issuer and the Escrow Agent in the form agreed prior to the launch of the Invitation (the "Escrow Agreement"). The Escrow Agreement will be signed by no later than one business day before the settlement date of the New Financing. For a further description of the Settlement steps and timeline, see "-Settlement Timeline and Steps" in the Memorandum.

For the avoidance of doubt, paragraphs  (a)(1), (c), (d), (e), (f), (g), (h) and (i) of the Conditions to the Invitation are not capable of being waived.

Participating in the Invitation

Holders of Existing Securities are advised to check with any bank, securities broker or other intermediary through which they hold Existing Securities when such intermediary would need to receive instructions from a holder of Existing Securities in order for that holder of Existing Securities to be able to participate in the Invitation before the deadlines specified in the Memorandum.  The deadlines set by any such intermediary and the relevant Clearing System for the submission of Participation Instructions, and/or Forms of Sub-Proxy may be earlier than the relevant deadlines specified in the Memorandum.

Holders should carefully review the procedures for participating in the Tender Offer, Exchange Offer and Consent Solicitation set forth in the Memorandum ("The Invitation - Procedures for Participating in the Invitation") and the guidelines for delivery of Participation Instructions as set forth under the section "The Invitation - Participation Instructions" of the Memorandum.

IN ORDER TO BE ELIGIBLE TO PARTICIPATE IN THE TENDER OFFER, THE EXCHANGE OFFER (IN THE CASE OF ELIGIBLE HOLDERS ONLY) AND/OR THE CONSENT SOLICITATION NOTEHOLDERS MUST VALIDLY SUBMIT PARTICIPATION INSTRUCTIONS AND, WITH RESPECT TO RESTRICTED EXISTING NOTES HELD THROUGH DTC, FORMS OF SUB-PROXY IN FAVOUR OF, OR AGAINST, THE EXTRAORDINARY RESOLUTION, AND MUST NOT HAVE VALIDLY WITHDRAWN SUCH PARTICIPATION INSTRUCTIONS AND, WITH RESPECT TO RESTRICTED EXISTING NOTES HELD THROUGH DTC, FORMS OF SUB-PROXY, AT OR PRIOR TO THE EXPIRATION DEADLINE, IN EACH CASE CERTIFYING SUCH NOTEHOLDER'S STATUS AS AN ELIGIBLE HOLDER OR AN INELIGIBLE HOLDER.

EXPECTED TIMETABLE OF EVENTS

The times and dates below are indicative only. The timetable assumes that no adjourned Meeting will be required to be convened in relation to the Consent Solicitation for the Existing Notes.  If any such meeting of holders of the Existing Notes is adjourned, the notice, quorum and other requirements applicable to an adjourned meeting in the terms of the Existing Notes will be complied with.

Events	Times and Dates
Commencement of the Tender Offer, Exchange Offer and Consent Solicitation	28 August 2026
Notice convening the Meeting is delivered to the Clearing System and published on the London Stock Exchange's Regulatory News Service.
Tender Offer and Exchange Offer are announced.
Memorandum is made available (subject to the Jurisdictional Restrictions) through the Invitation Agent and on the Offer Website.
Record Date	28 September 2026
Record Date in respect of Restricted Existing Notes. Only DTC Direct Participants holding Restricted Existing Notes on this date will be entitled to submit a Form of Sub-Proxy directly to the Invitation Agent.
Expiration Deadline	5:00 p.m. (New York City time) on 28 September 2026
Final deadline for receipt by the Invitation Agent of valid Participation Instructions to tender Existing Notes for purchase pursuant to the Tender Offer or exchange pursuant to the Exchange Offer.
Final deadline for receipt by the Invitation Agent of valid Participation Instructions and Forms of Sub-Proxy from holders of Existing Notes wishing to participate in the Consent Solicitation.
Meeting Date	11:00 a.m. (London time) on 1 October 2026
The time and date of the Meeting.
Announcement of Results	As soon as reasonably practicable after the final Meeting
As soon as reasonably practicable after the Meeting, Ukrenergo will announce whether the Extraordinary Resolution has been passed.  If the Extraordinary Resolution is successfully passed, Ukrenergo will announce (i) the aggregate principal amount of the Existing Notes tendered and accepted for purchase pursuant to the  Tender Offer, (ii) the aggregate principal amount of the Existing Notes tendered and accepted for exchange pursuant to the Exchange Offer, (iii) any applicable Scaling Factor, Exchanged Bonds Cash Allocation Scaling Factor or Non-Participating Holder Cash Allocation Scaling Factor and (iv) the aggregate principal amount of the cash and New Notes to be delivered by Ukrenergo to the holders of Existing Notes on the Settlement Date pursuant to the Invitation, in each case subject to the satisfaction or (where capable of being waived) waiver of the Conditions to the Invitation.  See also "The Invitation-Method of Announcements" below.
CP Satisfaction Date Once all Conditions to the Invitation (with the exception of paragraphs (d) of the Conditions to the Invitation) are satisfied in full or (where capable of being waived) waived, Ukrenergo shall announce the CP Satisfaction Date and the proposed Settlement Date.	Expected one Business Day before the Settlement Date.
Settlement Date The settlement of the Invitation will be consummated on the Settlement Date. Ukrenergo will announce the occurrence of the Settlement Date. Ukrenergo will terminate the Invitation unless settlement of the Invitation occurs on or prior to the Settlement Deadline.[1]	The date on which settlement of the Invitation is consummated, which shall be no earlier than one Business Day after the CP Satisfaction Date and no later than eight Business Days following the Expiration Deadline. The Issuer shall announce the expected Settlement Date on the CP Satisfaction Date. For a further description of the Settlement timeline and steps, see "The Invitation-Settlement Timeline and Steps".

The above times and dates are indicative only and will depend on timely receipt of instructions and the passing of Extraordinary Resolution. If the Meeting is adjourned, the relevant times and dates set out will be modified accordingly and will be set out in the notice convening such adjourned meeting. Any adjourned meeting (if required) will take place no less than 14 days nor more than 42 days after the date of the first Meeting. The Participation Instructions given in respect of the Meeting shall remain valid for any adjourned meeting unless validly revoked.  

Holders of the Existing Notes are advised to check with any bank, securities broker or other intermediary through which they hold Existing Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in the Invitation before the deadlines set out above.  The deadlines set by any such intermediary and the Clearing System for the submission of Participation Instructions may be earlier than the relevant deadlines above.  See "The Invitation-Procedures for Participating in the Invitation".

FINANCIAL INFORMATION RELATING TO UKRENERGO

Certain information regarding Ukrenergo and its financial position is included in Annex V of the Memorandum "Summary Information and Recent developments regarding Ukrenergo."  

In addition to the information provided therein, Ukrenergo wishes to announce that:

1.            The Consolidated Leverage Ratio for 2025 (defined as the ratio of (x) the Indebtedness of the Group at the date of determination to (y) the Adjusted EBITDA of the Group for the relevant period ending on the date of determination) was 6.5.

2.            The Adjusted EBITDA for 2025 (determined on a consolidated basis by reference to the financial statements published by Ukrenergo, and defined as the Group's net profit, adjusted to exclude the effects of income tax expense or benefit, finance costs, finance income, net foreign exchange loss or gain, depreciation and amortisation, impairment of property, plant and equipment, impairment of financial assets, changes in regulatory assets and liabilities and provision for litigation costs) was 16,243 million UAH.

NOTICE OF INTENTION TO DELIST EXISTING NOTES

Reference is made to Private Joint Stock Company "National Power Company "Ukrenergo" U.S.$825,000,000 6.875 per cent. Guaranteed Sustainability-Linked Green Notes due 2028  ("Existing Notes") that are listed on the debt and debt-like securities listing category of the Official List of the UK Financial Conduct Authority (the "FCA") and admitted to trading on the Main Market of the London Stock Exchange (the "LSE") with Reg S ISIN XS2404309754, Rule 144A ISIN: US63718LAA26, CUSIP: 63718LAA2.

Ukrenergo intends to request (i) the FCA to cancel the listing of the Notes on the debt and debt-like securities listing category of the Official List of the FCA, and (ii) the LSE to cancel the admission to trading of the Notes on the Main Market of the LSE (collectively, the "Delisting"), in accordance with the terms of the Memorandum.

It is intended that the Delisting will become effective at 9 a.m. (CEST) on the Settlement Date of the Invitation, expected to be no later than on 8 October 2026 (the "Delisting Date"), such that the last date of trading of the Notes on the LSE will be no later than 7 October 2026.

This announcement is released by Ukrenergo, and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of Regulation (EU) 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, encompassing information relating to the Exchange Offer, Consent Solicitation and the Invitation described above.

Capitalized terms used but not defined in this announcement have the meanings specified in the Invitation and the Memorandum.

Any questions regarding the terms of the Tender Offer, Exchange Offer and Consent Solicitation may be directed to the Invitation Agent at the address and telephone number specified below:

Sodali & Co:

In London: 122 Leadenhall Street London EC3V 4AB United Kingdom	In Stamford: 333 Ludlow Street South Tower, 5th Floor Stamford, CT 06902 United States of America	In Hong Kong: 1401, 14/F 90 Connaught Road Central Sheung Wan Hong Kong
Telephone:  +44 20 4513 6933	Telephone: +1 203 658 9457	Telephone:  +852 2319 4130

Offer Website: https://projects.sodali.com/Ukrenergo

Email: Ukrenergo@investor.sodali.com

***

THIS ELECTRONIC TRANSMISSION DOES NOT CONTAIN OR CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO EXCHANGE, BUY OR SUBSCRIBE FOR SECURITIES TO OR FROM ANY PERSON IN ANY JURISDICTION TO WHOM OR IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.

United States

Only Eligible Holders may participate in the Exchange Offer. Noteholders who are U.S. Persons or located and resident inside the United States may only tender Existing Notes for exchange pursuant to the Exchange Offer if they are QIBs or Accredited Investors.

United Kingdom

The communication of this announcement, the Memorandum and any other documents or materials relating to the Invitation is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of this announcement, the Memorandum and any other documents or materials relating to the Invitation are for distribution only to persons who (i) have 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 "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the Invitation may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). This announcement and the Memorandum are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement and the Memorandum relate is permitted only by Relevant Persons and will be engaged in only with Relevant Persons.

Italy

None of this announcement, the Memorandum or any other document or materials relating to the Invitation have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.

The Tender Offer and the Exchange Offer are being carried out in the Republic of Italy ("Italy") as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraphs 3 and 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.  Accordingly, Holders of the Existing Notes that are located in Italy can submit Participation Instructions pursuant to the Tender Offer or the Exchange Offer through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended from time to time) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB, Bank of Italy or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Existing Notes or the Invitation.

France

The Tender Offer and the Exchange Offer are not being made, directly or indirectly, to the public in the Republic of France ("France").  Neither this announcement, the Memorandum nor any other document or material relating to the Tender Offer or the Exchange Offer has been or shall be distributed to the public in France and only qualified investors (Investisseurs Qualifiés), with the exception of individuals, within the meaning of Article 2(e) of the Regulation (EU) 2017/1129 (the "Prospectus Regulation") and in accordance with Articles L.411-1 and L.411-2 of the French Code Monétaire et Financier, are eligible to participate in the Tender Offer or the Exchange Offer.  Neither this announcement, nor the Memorandum has been and will be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

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