Notice to Bondholders
Notice to Bondholders
Irrevocable Waiver of Call Option Premium Rights
Issued by SIA Saules BESS · 22 July 2026
SIA Saules BESS (registration No. 40203716498, LEI 64882KI5A10X98TAW988), the issuer (the “Issuer”) of the secured notes with ISIN LV0000112019 (nominal value EUR 1,000 per note; total issue of up to EUR 22,000,000; annual coupon 3M EURIBOR + 9%; maturity 31 December 2029) (the “Notes”), issued under the Offering Memorandum dated 9 June 2026, hereby gives notice to all holders of the Notes (the “Noteholders”).
By way of an irrevocable side letter dated 22 July 2026, the Issuer has provided the following binding undertakings for the benefit of all Noteholders, for so long as any Notes remain outstanding:
1. Payment of the call option premium
If the Issuer exercises any voluntary early redemption (call option) right under Section 12.3.1 of the Terms and Conditions, it will pay the applicable premium set out in Sections 12.3.1(a), (b) and (c) of the Offering Memorandum — that is, 103% of nominal value (redemption between 1 July 2026 and 30 June 2027), 102% (between 1 July 2027 and 30 June 2028) or 101% (between 1 July 2028 and 30 June 2029), together with accrued and unpaid coupon. This applies in every case, including where the funds used for redemption are generated from the commercial operations of the Issuer or its Shareholder.
2. Waiver of Section 12.3.3
The Issuer irrevocably and unconditionally waives, and undertakes not to exercise, rely upon or invoke, the rights under Section 12.3.3 of the Terms and Conditions, which would otherwise have permitted redemption of the Notes at nominal value without payment of any premium where the redemption funds are generated from the Issuer's or the Shareholder's commercial operations.
These undertakings are irrevocable and cannot be unilaterally withdrawn, revoked or limited by the Issuer. They may only be amended, waived or terminated with the prior written consent of the Majority Noteholders, and will terminate automatically once no Notes remain outstanding.
This notice is published in accordance with the Issuer's publication undertaking. The full signed side letter is available below. Capitalised terms not defined here have the meaning given to them in the Offering Memorandum.