IA Capital Structures (Ireland) plc: ARS Canada Rolling Stock 5.5% (Series 109) Notes due 2027

Dublin (pta016/16.08.2024/16:04 UTC+2)

Company name IA Capital Structures (Ireland) plc

Headline Notice to Noteholders of Series 109

16 August 2024

REGULATION (EU) NO 596/2014 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 16 APRIL 2014 ON MARKET ABUSE (THE "MARKET ABUSE REGULATION") REQUIRES DISCLOSURE OF INSIDE INFORMATION RELATING TO THE ISSUER AND THE NOTES.

THIS ANNOUNCEMENT MAY CONTAIN INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION AND IS THEREFORE DISCLOSED IN ACCORDANCE WITH THE ISSUER'S OBLIGATIONS UNDER ARTICLE 17 OF THE MARKET ABUSE REGULATIONS.

THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE OWNERS OF THE NOTES. IF APPLICABLE, ALL DEPOSITARIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO PASS THIS NOTICE TO SUCH OWNERS IN A TIMELY MANNER.

If you are in any doubt as to the action you should take, you are recommended to seek your own financial, legal or other advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriately authorised independent financial adviser.

If you have recently sold or otherwise transferred your entire holding(s) of the Notes referred to below, you should immediately forward this document 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.

NOTICE FROM THE ISSUER TO NOTEHOLDERS

IA Capital Structures (Ireland) plc

(the "Issuer")

ARS Canada Rolling Stock 5.5% (Series 109) Notes due 2027

ISIN: XS1650146779 COMMON CODE: 165014677

(the "Notes" or the "Series" and the holders thereof the "Noteholders")

Capitalised terms used but not otherwise defined in this notice shall have the meanings ascribed to them in the Series Memorandum in relation to the Notes dated 27 July 2017.

The purpose of this notice is to provide Noteholders with an update on the status of the Notes and the underlying Secured Term Loan Agreement.

BACKGROUND

The Charged Assets for the Notes are principally comprised of the rights of the Issuer as lender against ARS Canada Rolling Stock, Inc., as Borrower pursuant to the Secured Term Loan Agreement.

Under the terms of the Secured Term Loan Agreement, interest on the Loan is payable at the rate of five point five percent (5.5%) per annum, semi-annually in arrear on the last Business Day of June and December in each year. Interest of an additional two per cent (2%) is payable on amounts that were required to be paid under the Secured Term Loan Agreement but were not paid The Borrower failed to make the interest payment due on 30 June 2024 ("Missed Interest Payment") and, following the elapse of five Business Days, the Borrower has not met the Arrangers' requests to cure the event of default, and such payment failure became an Event of Default under the Secured Term Loan Agreement. Pursuant to Special Condition (I)(i) an event of default by the Borrower under the Secured Term Loan Agreement constitutes an Additional Mandatory Redemption Event.

Condition 2(b)(4) of the Notes provides that an Additional Mandatory Event constitutes a Mandatory Redemption Event and pursuant to such mandatory redemption the Notes will be redeemed at the applicable Early Redemption Amount on the Early Redemption Payment Date. Special Condition (IV) provides that the Early Redemption Amount shall be determined as an amount equal to the Net Proceeds.

The calculation of the Net Proceeds is dependent on the determination of the Realisable Value. The Realisable Value is defined as an amount determined by the Calculation Agent being the proceeds of sale or other means of realisation of the Charged Assets less any costs, expenses, taxes and duties incurred in connection with the disposal or transfer of the Charged Assets by the Sale Agent.

Subject to the Conditions, the Early Redemption Payment Date is defined as the date falling five (5) Business Days following the day that the Issuer receives the aggregate Realisable Value pursuant to Special Condition (IV) (Early Redemption Amount). It is also stipulated that the Early Redemption Payment Date may be significantly later than the Early Redemption Date (as disclosed in the "Risk Factors – Payments" in the Series Memorandum) and that payments to be made on the Notes depend on the value of the Charged Assets (as disclosed in the "Risk Factors – Nature of the Investment" in the Series Memorandum).

The Issuer hereby provides notice that:

1. The Notes Scheduled Maturity Date is on the Fourth Extended Maturity Date, being 27 July 2027.

2. The Missed Interest Payment constitutes an Event of Default under the Secured Term Loan Agreement.

3. Due to the Event of Default under the Secured Term Loan Agreement, an Additional Mandatory Redemption Event pursuant to Special Condition (I)(i) has occurred in relation to the Notes. As a result, the Notes have immediately become due and repayable at their Early Redemption Amount.

4. The provisions of Special Condition (IV) (Early Redemption Amount) apply so that the Early Redemption Amount of the Notes will be paid on the Early Redemption Payment Date.

5. The determination of the Early Redemption Amount and the Early Redemption Payment Date is accordingly contingent upon the realisation of the Charged Assets.

6. The Issuer will issue a further notice to Noteholders once the Early Redemption Amount and Early Redemption Payment Date are confirmed.

PROPOSED ACTION

This notice is for informational purposes only and Noteholders are not required to take any action at this time.

This Notice has not been formulated by the Trustee who expresses no view on it and the Trustee expresses no opinion as to the actions (if any) the Noteholders may take in respect of this Notice. The information contained herein has not been independently verified by the Trustee and the Trustee makes no representation that all relevant information has been disclosed to Noteholders in or pursuant to this Notice. In accordance with normal practice, the Trustee expresses no view as to the truth, veracity, accuracy or completeness of the contents of this Notice. Accordingly, the Trustee recommends that Noteholders consider seeking their own financial, tax, accounting, investment and legal advice in respect of this Notice.

No responsibility or liability is or will be accepted by the Trustee in relation to the accuracy or completeness of this Notice or any other written or oral information made available to any person receiving this Notice or its advisers and any such liability is expressly disclaimed. This Notice is made without prejudice to any and all of the Trustee's rights under the Conditions of the Notes and the transaction documents relating to the Notes, all of which are expressly reserved.

Further Information

For further information please contact FlexFunds Ltd:

FlexFunds Ltd.

4th Floor, Harbour Place

103 South Church Street

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