European Energy A/S

Optional Redemption Notice to the holders of bonds issued by European Energy A/S

Company announcement 10/2024 (16.04.2024)

NOT INTENDED FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES. NOT INTENDED FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO ANY PERSON IN ANY JURISDICTION WHERE RELEASE, PUBLICATION OR DISTRIBUTION TO SUCH PERSON IS RESTRICTED BY ANY LAW OR REGULATION APPLICABLE IN SUCH JURISDICTION.

THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR ISSUE OR INVITATION TO PURCHASE OR SUBSCRIBE FOR, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES.

Reference is made to:

(i) the terms and conditions dated 7 September 2021 (the “2025 Senior Conditions”) for the EUR 300,000,000 Senior Unsecured Green Bonds due 2025 issued by European Energy A/S (the “Issuer”) with ISIN DK0030494505 (the “2025 Senior Bonds”);

(ii) the terms and conditions dated 6 September 2022 (the “2026 Senior Conditions”), as supplemented by the addendum dated 24 January 2023, for the EUR 150,000,000 Senior Unsecured Green Bonds due 2026 issued by the Issuer with ISIN DK0030511613 (the “2026 Senior Bonds”); and

(iii) the terms and conditions dated 24 January 2023 (the “Hybrid Conditions”), as supplemented by the addendum dated 23 June 2023, for the EUR 115,000,000 Callable Subordinated Green Capital Securities due 3023 issued by the Issuer with ISIN DK0030521927 (the “Capital Securities”).

On 19 January 2024, the Issuer signed an investment agreement with Mitsubishi HC Capital Inc. relating to an equity investment in the Issuer (the “MHCC Equity Investment”) as further described in the Company Announcement No. 02/2024 dated 19 January 2024.

On 16 April 2024, the MHCC Equity Investment was closed. The gross proceeds of the MHCC Equity Investment amount to approx. EUR 700 million. Following closing, MHCC owns approx. 20% of the share capital of the Issuer.

The MHCC Equity Investment constitutes an “Equity Transaction” as defined in, and for the purposes of, each of the 2025 Senior Conditions and the 2026 Senior Conditions. Further, the MHCC Equity Investment constitutes a “Replacing Capital Event” as defined in, and for the purposes of, the Hybrid Conditions.

2025 Senior Bonds – Voluntary Early Redemption – Equity Claw Back

Reference is made to Condition 11.4 (Voluntary Early Redemption – Equity Claw Back) of the 2025 Senior Conditions. Capitalised terms used in this section have the meaning given to them in the 2025 Senior Conditions.