EQS-Adhoc: Hestia Financing S.à r.l.: Notice of Settlement Agreement

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF THE SENIOR NOTEHOLDERS. THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SENIOR NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUIRED TO EXPEDITE TRANSMISSION HEREOF TO BENEFICIAL OWNERS OF THE SENIOR NOTES IN A TIMELY MANNER. IF BENEFICIAL OWNERS OF THE SENIOR NOTES ARE IN ANY DOUBT AS TO THE MATTERS REFERRED TO IN THIS NOTICE, THEY SHOULD CONSULT THEIR STOCKBROKER, LAWYER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER WITHOUT DELAY.

If you have recently sold or otherwise transferred your entire holding(s) of Senior Notes referred to below, you should immediately forward this notice to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

THIS ANNOUNCEMENT MAY CONTAIN INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) 596/2014 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 16 APRIL 2014 ON MARKET ABUSE (AS AMENDED) (“EU MAR”) AND REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (“EUWA”) AND AS FURTHER AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 (“UK MAR” AND, TOGETHER WITH EU MAR, “EU/UK MAR”).

HESTIA FINANCING S.À R.L.

(a société à responsabilité limitée (private limited liability company) incorporated under the laws of the Grand Duchy of Luxembourg with registered office at 28, Boulevard F.W. Raiffeisen, L – 2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B254874)

(the “Issuer”)

Notice of Settlement Agreement with Bank of Cyprus Public Company Limited

to the holders of up to €475,000,000 Notes due 31 December 2066 (ISIN: XS2409267254) (the “Senior Notes”).

This announcement is released by the Issuer and may contain inside information for the purposes of Article 7 of EU/UK MAR, encompassing information relating to the Senior Notes described above. For the purposes of EU/UK MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, including as it forms part of assimilated law in the UK by virtue of the EUWA, this announcement is made by the Directors of the Issuer.

We refer to the (i) Subscription Agreement dated 9 December 2021 between, inter alios, the Issuer and Citibank Europe PLC as Security Trustee as may be amended, restated and/or supplemented from time to time (the “Subscription Agreement”); and (ii) Sale and Purchase Agreement entered into between Themis Portfolio Management Holdings Limited (formerly CyCMC III Limited) (“Themis”), Oxalis Holding S.à.r.l (“Oxalis”) and Bank of Cyprus Public Company Limited (“BoC”) originally dated 2 August 2020 as amended and restated on 15 January 2021 and as may be amended and supplemented from time to time (the “SPA”).

Capitalised terms used but otherwise not defined herein shall have the meanings given to such terms in the Subscription Agreement.

The Issuer hereby announces that Themis and Oxalis have entered into a settlement agreement with BoC dated 23 September 2024 (the “Settlement Agreement”), pursuant to which Themis and Oxalis concluded settlement of certain potential claims against BoC under the SPA.

Please refer to the report made available by the Issuer in accordance with paragraphs (d) and (e) of clause 26.26 (Securitisation Regulations) of the Subscription Agreement and Article 7(1)(f) of the Securitisation Regulations, published by EuroABS on https://www.euroabs.com/IH.aspx?d=15695.

For further information, please contact the Issuer at the address below.

Hestia Financing S.à r.l.

28, Boulevard F.W. Raiffeisen,
L – 2411 Luxembourg

Grand Duchy of Luxembourg
Attention: the Board of Managers
Email: hestia@cscgfm.lu

This notice does not constitute an offer to sell or the solicitation of an offer to subscribe for or otherwise acquire any securities in any jurisdiction.

No person has been authorised to give information, or to make any representation in connection therewith, other than as contained herein. The delivery of this notice at any time does not imply that the information in it is correct as at any time subsequent to its date.

This notice is given by:

HESTIA FINANCING S.À R.L.

Dated 26 September 2024

1996405  26-Sep-2024 CET/CEST