Fagus Holdco Plc

FAGUS HOLDCO PLC (formerly known as HAYA HOLDCO 2 PLC) (the Issuer)

(incorporated as a public limited liability company under the laws of England and Wales, having its registered office at 10th Floor, 5 Churchill Place, London, United Kingdom, E14 5HU, and registration number 13971923)

€6,991,630 DEFERRED CONSIDERATION INSTRUMENTS DUE 2029 (ISINs XS2666501759 (Reg. S) and XS2669755204 (R. 144a) (the Notes)

12 July 2024

The Issuer wishes to update the Noteholders on certain points.

• Pursuant to the share purchase agreement (the SPA) governing the sale by the Issuer of 100% of the share capital of Haya Real Estate SAU (HRE) to lntrum Holding Spain SAU (Intrum), the Issuer provided indemnification protection (on a capped basis) for the benefit of Intrum in respect of certain discrete business risks. At closing, €11,044,969 of the cash purchase price was held in escrow after completion as security for Intrum in respect of such indemnities. In accordance with clause 11.4 of the SPA, as no Leakage (as defined in the SPA) has been notified, the escrow amounts have been released to the Issuer in full.
• Regarding the Unicaja claim and the Issuer’s notice of 8 April 2024, the Issuer has decided not to appeal the judgment in the Unicaja case and has received a final amount of €1,468,532 in June 2024.
• The sole remaining earn-out assigned to the Issuer from HRE is the claim that arose from the disputes between HRE and Sociedad de Gestion de Activos Procedentes de la Restructuracion Bancaria, S.A. (Sareb). The management of this case is ongoing and a hearing is currently expected to take place in either late 2024 or in early 2025.

In accordance with the Conditions 6 (Early Repayment of the Instruments) of the Notes, interest is payable on the Notes in limited circumstances and the above matters meet this test. The Issuer, mindful of the need to ensure sufficient funding so as to remain a going concern and be able to fully pursue the Sareb case, has determined that a distribution of €11,500,000 (comprised of a principal repayment of €6,921,713 and deferred consideration of €4,578,287) should be made to Noteholders on the next Repayment Date which falls on 30 August 2024.

The Company’s financial statements for the year ended 31 December 2023 are now available at The International Stock Exchange.

For any questions, Noteholders may contact the Issuer at haya-uk@cscgfm.com.