Castilla Finance DAC: Notice to Noteholders

Dublin 2 (pta031/26.04.2024/17:20 UTC+2)

NOTICE TO THE HOLDERS OF THE

EUR 240,000,000 SENIOR NOTES DUE 2024 (ISIN: XS1382379409) AND

EUR 32,727,273 MEZZANINE NOTES DUE 2024 (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.

Delay to completion of audit of Issuer financial statements

The Issuer hereby notifies the Noteholders that the statutory audit of its financial statements for each of the years ended 31 December 2020, 2021 and 2022 has not yet been completed.

The Issuer has been engaging extensively with its auditors, the Corporate Services Provider, the Servicer and the Cash Manager in an effort to finalise the audit of its financial statements for the years in question and this work remains on-going.

Pending completion of the audit of the Issuer's financial statements for each of the above years, the Issuer has requested the Trustee to waive any breach of the Transaction Documents that may have arisen, including any resulting breach of any of clauses 15.5, 15.6, 15.8 and/or 15.9 of the Trust Deed and/or any of clauses 1.1, 1.2 and/or 1.3 of Part 1, Schedule 5 (Issuer Covenants) of the Incorporated Terms Memorandum, acknowledging that the Trustee shall require an appropriate resolution from the Noteholders authorising the grant of such waiver.

Contact Details

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

This Notice is issued by: Castilla Finance Designated Activity Company on 26 April 2024

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