DEPFA ACS BANK DAC - Notice of Scheme of Arrangement

Company Announcement - For immediate release

RE: DEPFA ACS BANK DAC - Notice of Scheme of Arrangement

15 June 2021

Issued by DEPFA ACS BANK DAC (the "Bank"), in respect of its asset covered securities listed on the Main Market of the London Stock Exchange with ISINs:

CA249575AG69; and

XS0222934357.

On 27 May 2021 the Bank announced it intended to apply to the High Court of Ireland (the "Court") to initiate a Scheme of Arrangement under Part 9 of the Companies Act of Ireland, 2014 (the "Scheme") in order to convene a meeting ("Scheme Meeting") of the holders of its asset covered securities ("ACS") with outstanding maturities beyond 2021 (the "Security Holders") to seek their consent and the approval of the Court to accelerate the redemption of the ACS.

On 14 June 2021 the Court granted the orders necessary to initiate the proposed Scheme. Notice of the Scheme Meeting to be held on 14 July 2021 is set out in the Schedule hereto.

For further information, please contact:

Rachel Martin

Head of Communications

DEPFA BANK plc

Tel.: +353 1 792 2144

[email protected]

SCHEDULE

NOTICE OF THE SCHEME MEETING

In the Matter of:

DEPFA ACS Bank Designated Activity Company

(the "Bank")

NOTICE OF SCHEME MEETING

NOTICE IS HEREBY GIVEN that by an order dated 14 June 2021, the High Court of Ireland has directed that a meeting of creditors of the Bank be convened on 14 July 2021 (the "Scheme Meeting") to vote upon the scheme of arrangement proposed in respect of it pursuant to Part 9, Chapter 1 of the Companies Act 2014 of Ireland (as amended) (the "Scheme") as set out in the circular dated 15 June 2021 (the "Scheme Circular")

AND that such Scheme Meeting of the Security Holders will be held on 14 July 2021, commencing at 2:00pm (Dublin time), at which time all Security Holders are requested to attend by telephone or by accessing the video conference, provided they have previously arranged for the submission to the Information Agent of duly completed Account Holder Letters, at which point the Information Agent will provide details for the Scheme Meeting and a unique creditor identification code by email to those Security Holders.  Security Holders will be able to see and hear the chairperson of the Scheme Meeting, to ask questions and receive answers through the video conference.  It will not be possible to attend the Scheme Meeting physically in person due to the COVID-19 pandemic. Security Holders are requested to read the Scheme Circular which has been distributed in relation to the Scheme for further details about how to appoint a proxy, participate in and vote at the Scheme Meeting by remote means.

1. A capitalised term used in this notice and not otherwise defined herein shall have the meaning given to it in the Scheme Circular.
2. Fiona Flannery, a director of the Bank, or in her absence such other person as the board of directors of the Bank may appoint for such purpose, shall act as chairperson of the Scheme Meeting (the "Chairperson") and shall report the result of the Scheme Meeting to the Court.
3. The Scheme Meeting in respect of the Bank shall commence at 2.00pm with an introductory address to all Security Holders using the Remote Participation Method. Following the conclusion of the introductory address, the Chairperson shall adjourn the Scheme Meeting for the purpose of taking a vote in respect of the Scheme proposed using the Remote Participation Method.
4. Upon the vote of all relevant Security Holders having taken place at the Scheme Meeting, the Chairperson shall re-open the Scheme Meeting, make any closing remarks and bring the Scheme Meeting to a close. It is proposed that the results of the Scheme Meeting will be announced as soon as reasonably practicable following the Scheme Meeting.
5. The purpose of the Scheme Meeting will be to consider the following resolution:

"We hereby resolve to approve the scheme of arrangement proposed in respect of DEPFA ACS Bank DAC pursuant to Part 9, Chapter 1 of the Companies Act 2014 of Ireland (as amended), as set out in the Scheme Circular dated 15 June 2021 with or subject to any modification of, or addition to, the Scheme or to any terms or conditions that the Court may think fit to approve or impose, provided that, if such modifications, additions, terms or conditions could reasonably be expected directly or indirectly to have a material adverse effect on the interests of any Security Holder, then DEPFA ACS Bank DAC may not give its consent thereto without the prior written consent of that Security Holder."

6. The Scheme will be binding on the Security Holders with effect from the Scheme Effective Date if:

1. at least 75% in Voting Value and more than 50% in number (agreed by the Chairperson in accordance with the Scheme or otherwise allowed by the Court) of the Security Holders present either personally or by proxy using the Remote Participation Method and voting at the Scheme Meeting agrees to the Scheme;
2. the Court sanctions the Scheme; and
3. the Scheme Sanction Order is filed with the Registrar.

7. The Scheme Circular is available from the website maintained by the Information Agent at the following link: https://dm.epiq11.com/DEPFA; or you may request it from the Information Agent by email to: [email protected] (please include a reference to "DEPFA" in the subject line).
8. It is requested that Account Holder Letters are properly completed and submitted to the Information Agent by email to [email protected] (please include a reference to "DEPFA" in the subject line), by no later than the AHL Deadline (being 5:00 p.m. Dublin time on 12 July 2021) in accordance with the instructions set out in the Account Holder Letter.
9. Subject to complying with the procedures outlined in the Scheme Circular, each Security Holder may attend and vote using the Remote Participation Method at the Scheme Meeting or it may appoint another person, whether a Security Holder or not, as its proxy to attend using the Remote Participation Method and vote at the Scheme Meeting in its place.
10. Any Security Holder that is unclear about or has any questions concerning the action it is required to take should contact the Information Agent at the contact details provided below:

Epiq Corporate Restructuring, LLC

Email - [email protected] (please include a reference to "DEPFA" in the subject line)

Website - https://dm.epiq11.com/DEPFA

11. If the Security Holders approve the Scheme at the Scheme Meeting, the Court may, at the Scheme Sanction Hearing, sanction the Scheme or, if modified in accordance with the terms of the Scheme, sanction the Scheme as modified.

Dated:  15 June 2021

DEPFA ACS Bank DAC