Castilla Finance DAC: Conditional Payments

Dublin 1 (pta019/13.06.2024/13:07 UTC+2)

NOTICE TO THE HOLDERS OF THE

EUR 240,000,000 SENIOR NOTES DUE 2025 (ISIN: XS1382379409) AND

EUR 32,727,273 MEZZANINE NOTES DUE 2025 (ISIN: XS2110110090)

(TOGETHER THE "NOTES")

ISSUED BY CASTILLA FINANCE DAC (THE "ISSUER")

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUIRED TO EXPEDITE TRANSMISSION HEREOF TO BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER. IF BENEFICIAL OWNERS OF THE 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 NOTES, 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.

We refer to the Terms and Conditions of the Notes and adopt the definitions set out therein.

Conditional Payments

Pursuant to Extraordinary Resolutions passed by the Noteholders on 11 June 2024, the Issuer approved certain extraordinary payments to be made (i) on the Interest Payment Date falling in June 2024 and (ii) on the date falling no later than 28 June 2024.

The Issuer's approval to effect such payments is conditional upon, amongst other matters:

• the execution by 14 June 2024 of:
  • an amendment to the Servicing Agreement to document the Issuer's right to terminate the appointment of the Servicer; and
  • a pledge agreement pursuant to which Toro Finance S.L.U. ("Toro") will provide additional security in respect of its obligations to the Issuer;
• bringing forward the Scheduled Maturity Date of the Notes to the Interest Payment Date falling in April 2025 and revising the Milestones;
• payment of the Excess DPP being time subordinated to the redemption of the Senior Notes and the Mezzanine Notes;
• bringing forward the payment of the final instalments of the Senior Restructuring Fee to the Interest Payment Dates falling in December 2024 and January 2025; and
• Toro using its best endeavours to agree an onboarding emergency plan with the Back-Up Servicer.

Contact details

For queries relating to the above please contact: ireland@wilmingtontrust.com

This Notice is issued by: Castilla Finance Designated Activity Company on 13 June 2024.

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