Estra Spa 2.45% 11/2023 - Amendments to the Terms and Conditions

In connection with the €80,000,000 2.45 per cent. Guaranteed Notes due 28 November 2023 (ISIN: XS1521807724) (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 “Guarantor”), 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 7 March 2019, 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 Conditions have been amended so that:
● Full RAB Event: the right of Noteholders to require early redemption of the Notes in whole following a Full RAB Event will be exercisable if the Issuer’s Net Financial Debt-Aggregated Regulatory Asset Base Ratio exceeds 1.3 to 1.0 (instead of 1.0 to 1.0);
● Partial RAB Event: their potential right to require early redemption in part following a Partial RAB Event will be exercisable if the Issuer’s Net Financial Debt-Aggregated Regulatory Asset Base Ratio exceeds 1.0 to 1.0 (instead of 0.85 to 1.0); and
● Retrospective effect: the above amendments take effect retrospectively, applying to the Issuer’s Net Financial Debt-Aggregated Regulatory Asset Base Ratio as at 31 December 2018 and then at each subsequent year end.