Estra Spa 3.75% 07/2022 - Amendments to the Terms and Conditions

In connection with the €100,000,000 3.75 per cent. Guaranteed Notes due 2022 (ISIN: XS1258827069) (the “Notes”) issued by E.S.TR.A. S.p.A. Energia Servizi Territorio Ambiente (the "Issuer") and guaranteed by Centria S.r.l., the Issuer HEREBY GIVES NOTICE to the holders of the Notes (the “Noteholders”) that, at the meeting of the Noteholders held at Piazza Belgioioso 2, 20121 Milan, Italy on 19 January 2018, Noteholders passed the extraordinary resolution proposed at that meeting (the “Extraordinary Resolution”).
Except where expressly stated in this Notice or where the context requires otherwise, words and expressions in this Notice have the meanings given to them in the terms and conditions of the Notes (the “Conditions”).
As a result of the passing of the Extraordinary Resolution:
● the financial covenant in Condition 5(a) (Limitation on indebtedness) of the Conditions has been amended so as to delete the requirement of the Issuer to ensure that, as at 31 December each year, its Net Financial Debt-Aggregated Regulatory Asset Base Ratio is no more than 0.85 to 1.0; and
● in the Compliance Certificate made available to Noteholders by the Issuer each year, the Issuer will continue to certify the amount of its Net Financial Debt-Aggregated Regulatory Asset Base Ratio at the previous year end but for information purposes only.

This notice is given by:
E.S.TR.A. S.p.A. ENERGIA SERVIZI TERRITORIO AMBIENTE
Registered office: Via Ugo Panziera 16, 59100 Prato, Italy
Company registration number and tax code: 02149060978
Authorised share capital of €358,810,571, subscribed and paid up in the amount of €228,334,000