IA Capital Structures (Ireland) plc: LIQUIDITY RATE FUND (Series 32) Notes due 2035

Notice to Noteholders

Dublin (pta025/12.08.2025/15:45 UTC+2)

Company name: IA Capital Structures (Ireland) plc
Headline: Notice to Noteholders of Series 32

7 August 2025

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.

This notice may contain inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014.

NOTICE FROM THE ISSUER TO NOTEHOLDERS

IA Capital Structures (Ireland) plc (the "Issuer")

LIQUIDITY RATE FUND (Series 32) Notes due 2035
ISIN: XS1246650862
COMMON CODE: 124665086

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

Reference is made to the notice dated 28 April 2025, and the previous notices appended thereto (the "Previous Notices" appended hereto as Schedule I).

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 6 July 2015 and the Previous Notices.

BACKGROUND

On 11 October 2018, the Issuer distributed a Market Abuse Regulation notice stating that Messrs. Michael Pearson and Hadley Chilton of FFP Limited in Cayman Islands and British Virgin Islands respectively, intended to apply to the Grand Court of the Cayman Islands (the "Court") for the Companies to be placed into liquidation under the supervision of the Court. By orders of the Court, Michael Pearson, Andrew Rutherford and Anna Silver are currently appointed as Joint Official Liquidators in the liquidation proceedings (the "Liquidators").

The Issuer has submitted claims to the Liquidators overseeing the liquidation of the Cayman issuers of the structured notes underlying the Series (the "Issuer's Claims").

The Issuer recently received the "Tenth Report of the Liquidators of the Biscayne Group – Period: June 1, 2024 to June 30, 2025" dated 11 July 2025 (the "Tenth Report"). The Issuer has not been authorised by the Liquidators to release or disclose the Tenth Report to any third parties.

UPDATE

A meeting of the creditors in the liquidation has been scheduled for 14 August 2025 (by web-based video conference). The Liquidators intend to provide an update on future litigation strategy and the adjudication exercise at that meeting.

The timing of any distributions to creditors in respect of admitted claims will depend on not only the views of the Court but the extent to which any creditors dispute and/or appeal rejected claims. It is also possible that some claims will be admitted in the liquidation ahead of others, thus resulting in an interim distribution of funds while the Liquidators assess the larger, more complex claims separately.

The Liquidators are considering the Issuer's Claims (totalling USD 71,972,746) and have not adjudicated on them as of the date of this notice. Noteholders should be aware that the Liquidators' approach to adjudicating the Issuer's Claims may materially affect the timing and amount of any distributions made to Noteholders arising from the Issuer's Claims.

PROPOSED ACTION

The Issuer is not requesting any action from Noteholders at this time. This notice is for informational purposes only. The Issuer will update Noteholders further and/or send a redemption notice specifying the Redemption Amount of the Notes, once it has further information with respect to any distribution to be made by it to Noteholders, if any, or any distributions the Liquidators may make to the Issuer.

FURTHER INFORMATION

For further information please contact the Calculation Agent:

FlexFunds Ltd
noteholder.support@flexfunds.com

SCHEDULE I

PREVIOUS NOTICES

Company name: IA Capital Structures (Ireland) plc

Headline: Notice to Noteholders of Series 32

28 April 2025

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.

This notice may contain inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014.

NOTICE FROM THE ISSUER TO NOTEHOLDERS

IA Capital Structures (Ireland) plc (the "Issuer")

LIQUIDITY RATE FUND (Series 32) Notes due 2035
ISIN: XS1246650862
COMMON CODE: 124665086

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

Reference is made to the notice dated 9 January 2019 and the notice dated 12 February 2019 issued to Noteholders via the clearing systems (the "Previous Notices" appended hereto as Schedule I).

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 6 July 2015 and the Previous Notices.

BACKGROUND

On 11 October 2018, the Issuer distributed a Market Abuse Regulation notice informing that Messrs. Michael Pearson and Hadley Chilton of FFP Limited in Cayman Islands and British Virgin Islands respectively, intended to apply to the Grand Court of the Cayman Islands (the "Court") as voluntary liquidators (the "Liquidators") to bring liquidation procedures under the supervision of the Court for the above-identified issuers.

UPDATE

The Issuer and/or the Calculation Agent have received various queries from Noteholders.

The Issuer has submitted claims to the Liquidators overseeing the liquidation of the Cayman issuers of the structured notes in which the Issuer invested in relation to the Series.

The Calculation Agent notes that: there was a settlement by the Liquidator with respect to two court cases taken against SGG Management (BVI) Limited and Deutsche Bank AG; that any distribution by the Liquidator of the settlement proceeds is likely to be reduced by various costs such as liquidator fees, legal fees, litigation funding fees and other expenses; and that neither the date nor the amount of a distribution that may be made by the Liquidator has been communicated to the Issuer or the Calculation Agent. The Liquidator noted in their report of 28 February 2025 to creditors that they are targeting the "Summer of 2025" to advance their adjudication of claims and possibly make a distribution to creditors.

The Calculation Agent has informed the Issuer that it is not possible to determine the Redemption Amount of the Notes at this time. Such amount would be the "Net Proceeds" as defined in the Conditions of the Notes:

"Net Proceeds" means an amount determined by the Calculation Agent being the pro rata share of the Sale Proceeds of the Charged Assets in respect of one Note less any redemption and settlement costs and expenses in respect of the Charged Assets and less any fees, costs or expenses owing to the Trustee and the Agents in connection with the Notes, and less any fees payable to the Custody Account Provider, the Portfolio Manager and the Arranger pursuant to the Conditions of the Notes, less USD 1,000 per annum, to be retained by the Issuer.

PROPOSED ACTION

The Issuer proposes no further course of action at this time. This notice is for informational purposes only. The Issuer will update Noteholders further and/or send a redemption notice specifying the Redemption Amount of the Notes, once it has further information with respect to any distribution made or to be made by the Liquidator.

FURTHER INFORMATION

For further information please contact the Calculation Agent:

FlexFunds Ltd
noteholdersupport@flexfunds.com

SCHEDULE I

PREVIOUS NOTICES

Company name: IA Capital Structures (Ireland) plc

Headline: Notice to Noteholders of Series 32

9 January 2019

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.

This notice may contain inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014.

NOTICE FROM THE ISSUER TO NOTEHOLDERS

IA Capital Structures (Ireland) plc (the "Issuer")

LIQUIDITY RATE FUND (Series 32) Notes due 2035
ISIN: XS1246650862
COMMON CODE: 124665086

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

Reference is made to the Market Abuse Regulation and Mandatory Redemption Event Announcement dated 12 July 2018 issued to Noteholders via the clearing systems and the Vienna Stock Exchange (the "July Notice"). The Issuer also issued announcements relating to the Notes on 11 October 2018 and 9 November 2018.

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 6 July 2015 and the July Notice.

BACKGROUND

The July Notice advised Noteholders that a Mandatory Redemption Event had occurred with respect to the Notes by reason of a Charged Assets Default pursuant to Condition 2(b)(1).

In accordance with Special Condition (IV), in the event that the Notes become due and payable pursuant to Condition 2(b)(1), the Sale Agent shall, on behalf of the Issuer, sell or procure the sale or other means of realisation of the Charged Assets in accordance with the Master Charged Assets Sale Terms.

In accordance with the Conditions, the Issuer instructed the Sale Agent on 3 August 2018 to realise the Charged Assets.

Pursuant to a letter dated 27 December 2018 (received on 3 January 2019), the Sales Agent informed the Issuer that:

"For the purposes of the proposed sale of the Charged Assets pursuant to Special Condition (IV)(A)(i), the Sales Agent hereby confirms that it has not been able to find any purchasers of the Charged Assets and that their market value is therefore zero."

NOTICE IS HEREBY GIVEN THAT:

1. The Sales Agent has determined that the value of the Charged Assets is zero;
2. The Issuer therefore intends to redeem the Notes at zero (the "Redemption Amount") on 15 February 2019 (the "Redemption Date"); and
3. The Issuer will request the cancellation of the listing of the Notes on the Third Market of the Vienna Stock Exchange with effect from the Redemption Date.

PROPOSED ACTION

The Conditions of the Notes do not confer any right on Noteholders to redeem Notes in exchange for Charged Assets.

However, the Issuer proposes a process whereby the Noteholders may make a request to the Issuer by e-mail (contact details below) by 4 February 2019 to receive a pro-rata share of the Charged Assets in lieu of the Redemption Amount on the Redemption Date ("Physical Delivery").

In cases where Physical Delivery is requested, Noteholders will be required to block their accounts in the clearing systems and provide satisfactory evidence of ownership of the Notes to the Issuer and the Trustee. Noteholders will then be required to enter into a Note Redemption Deed with the Issuer and the Trustee (in a form and manner acceptable to the Issuer and the Trustee) (a "Note Redemption Deed") on the Redemption Date, whereby they will exchange their Notes for so much of the Charged Assets as are attributable, on a pro-rata basis and to the extent possible, to the Notes held by the Noteholder.

In such Note Redemption Deed, the Noteholder will be required to (a) instruct the Trustee to release the relevant Charged Assets (b) waive any further claims against the Issuer and the Trustee; (c) pre-fund and/or secure the Issuer and Trustee for any costs, fees and expenses relating to the transfer of the relevant Charged Assets; and (d) indemnify the Issuer and Trustee for any costs, claims and liabilities as a result of the delivery of the underlying Charged Assets.

There can be no assurance that the Issuer will be able to transfer the Charged Assets to Noteholders should Physical Delivery be requested or to deliver an exact pro-rata share of the Charged Assets. The Issuer will determine the pro-rata share of Charged Assets to be delivered in its sole discretion in a commercially reasonable manner.

As the Charged Assets are secured in favour of the Trustee for the benefit of the Noteholders, the Issuer will be required to request that the Trustee releases the Charged Assets from the security created under the Constituting Instrument so that such Physical Delivery can occur and/or the Notes can be redeemed, in accordance with the Conditions and the Master Trust Terms.

Noteholders who do not request Physical Delivery and/or do not enter into a Note Redemption Deed will have no further claims against the Issuer and/or the Trustee and their Notes will be redeemed at zero on the Redemption Date in accordance with the Conditions.

FIRST MEETING OF CREDITORS OF THE UNDERLYING NOTE ISSUERS

The Issuer was informed by email on 29 November 2018 that a first meeting of creditors of, inter alia, the issuers of the Charged Assets (the "Charged Asset Issuers") was scheduled to take place on Tuesday 4 December at 10:00am (Eastern Time, United States) (the "First Meeting"). In addition to the Charged Asset Issuers, there are a number of other companies subject to the same liquidation proceedings.

The Issuer also received the first report prepared by the Liquidators of the Charged Asset Issuers covering the period from 31 August 2016 to 15 November 2018 (the "First Report"). Such report is available upon request from the Issuer and the Sales Agent upon providing proof of holding.

RESTRICTIVE COVENANTS ON THE ISSUER RELATING TO THE CHARGED ASSETS

Pursuant to Condition 6(b) of the Master Conditions of the Notes, the Issuer will not exercise any rights in its capacity as a holder of, or person beneficially entitled to or participating in the Charged Assets unless directed in writing to do so by the Trustee or by an Extraordinary Resolution of the Noteholders. If such direction is given, the Issuer will act only in accordance with such directions.

In order to protect the interests of the holders of the Notes, the Issuer, with the written confirmation of the Trustee, attended the First Meeting by proxy in order to register its interests in the liquidation proceedings.

SUMMARY OF THE FIRST MEETING

A significant portion of the First Meeting was a recitation of the First Report. A few points mentioned by the Liquidators are as follows:

a. The Charged Asset Issuers (and certain related parties) (the "Biscayne Entities") commenced Chapter 15 bankruptcy cases in the United States at the end of November. They intend to use that process to compel certain parties in the United States to turn over documents and answer questions.

b. The Biscayne Entities' financial situation is very severe. As set out in the First Report, the Biscayne Entities have very little cash available, and the Liquidator believes that litigation will be the only potential source of significant recoveries. The Liquidators are seeking litigation funding from a variety of sources (including existing creditors).

c. There is currently no deadline for creditors to file proofs of debt. That deadline may not be established for a while. All creditors will be notified when the deadline is set by the Liquidators, but the liquidation process could take a number of years to resolve (five years was mentioned as a possibility).

d. No liquidation committees were formed at the First Meeting, but the Liquidators intend to do this shortly. The Issuer does not intend to join any liquidation committees.

FURTHER INFORMATION

For further information please contact the Issuer and/or the Arranger/Sales Agent:

Arranger/Sales Agent:
GWM Group, Inc
34 East Putman Avenue, Suite 112
Greenwich, CT 06830
Telephone: +1 800 487 9581
Fax: +1 (203) 549 0759
Email: iacapital@gwmgroupinc.com
Attention: Compliance Department

Issuer:
IA Capital Structures (Ireland) plc
4th Floor, 76 Lower Baggot Street
Dublin 2, Ireland

Attention: The Directors
Telephone: +353 1 906 2200
Email: iacapitalstructuresplc@sannegroup.com

Company name: IA Capital Structures (Ireland) plc

Headline: Notice to Noteholders of Series 32

12 February 2019

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")

LIQUIDITY RATE FUND (Series 32) Notes due 2035
ISIN: XS1246650862
COMMON CODE: 124665086

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

Reference is made to the Notice to Noteholders dated 9 January 2019 issued via the clearing systems and the Vienna Stock Exchange (the "9 January Notice") and the follow up Notices to Noteholders dated 17 January 2019 and 29 January 2019 issued via the clearing systems.

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 6 July 2015 and the 9 January Notice.

The Issuer directs the Noteholders to the contents of the 9 January 2019 Notice and the proposed action outlined therein.

Following queries raised by some Noteholders which the Issuer would like to consider further, the Issuer has decided to postpone the Redemption Date of the Notes. For the avoidance of doubt, the Notes will not be redeemed on 15 February 2019. The Issuer will update the Noteholders in due course.

Further Information

For further information please contact the Issuer and/or the Arranger/Sales Agent:

Arranger/Sales Agent:
GWM Group, Inc
34 East Putman Avenue, Suite 112
Greenwich, CT 06830
Telephone: +1 800 487 9581
Fax: +1 (203) 549 – 0759
Email: iacapital@gwmgroupinc.com
Attention: Compliance Department

Issuer:
IA Capital Structures (Ireland) PLC
4th Floor
76 Lower Baggot Street
Dublin 2
Ireland
Attention: The Directors
Telephone: +353 1 906 2200
Email: iacapitalstructuresplc@sannegroup.com

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