THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS
ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED
UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED IMMEDIATELY.
BOYNE VALLEY B.V.
(a private company with limited liability incorporated under the laws of the Netherlands having its statutory seat
in Amsterdam)
(the "Issuer")
NOTICE TO NOTEHOLDERS
to the holders of
Class A-1 Senior Floating Rate Notes due 2022
XS0235638789 / XS0236584883
Class A-2a Senior Floating Rate Notes due 2022
XS0235684205 / XS0236594924
Class A-2b Senior Floating Rate Notes due 2022
XS0235685350 / XS0236590260
Class B Senior Floating Rate Notes due 2022
XS0235641148 / XS0236596036
Class C-1 Deferrable Interest Floating Rate Notes due 2022
XS0235642971 / XS0236597513
Class C-2 Deferrable Interest Fixed Rate Notes due 2022
XS0235647426 / XS0236598248
Class D Deferrable Interest Floating Rate Notes due 2022
XS0235646709 / XS0236599212
Class E Deferrable Interest Floating Rate Notes due 2022
XS0235648408 / XS0235842043
Class F Subordinated Notes due 2022
XS0235649554 / XS0236603006
Class P Combination Notes due 2022
XS0235731212 / XS0236609383
Class Q Combination Notes due 2022
XS0235654471 / XS0236604152
Class R Combination Notes due 2022
XS0235655528 / XS0236605126
Class S Combination Notes due 2022
XS0235656419 / XS0236606108
Class T Combination Notes due 2022
XS0235660791 / XS0236607171
of the Issuer presently Outstanding
(together, the "Notes")
Terms used but not otherwise defined in this Notice shall have the meanings given to them in the terms and
conditions of the Notes (the "Conditions").
NOTICE IS HEREBY GIVEN to the holders of the Notes that holders of at least 662/3 per cent. of the aggregate principal amount outstanding of the Class F Notes Outstanding have exercised their
right pursuant to and in accordance with Condition 7(b)(i) (Redemption at the Option of the Class F Subordinated
Noteholders), Condition 7(b)(ii) (Conditions to Option Redemption) and Condition 7(b)(iii)
(Mechanics of Redemption), to require the Issuer to redeem the Class A Senior Notes, the Class B Senior
Notes, the Class C Deferrable Interest Notes, the Class D Deferrable Interest Notes, the Class E Deferrable Interest Notes and
the Class F Subordinated Notes (including the Components of the Combination Notes) (the "Notes") in whole
but not in part in accordance with the procedures described in Condition 7(b)(ii) (Conditions to Optional
Redemption) and Condition 7(b)(iii) (Mechanics of Redemption), at the applicable Redemption Prices
from the proceeds of liquidation or realisation of the Collateral (subject to the establishment of a reasonable reserve (as
determined by the Trustee in its discretion) following consultation with the Collateral Administrator for all administrative and
other fees and expenses payable in such circumstances in accordance with paragraph (D) of the Interest Proceeds Priorities of
Payment prior to the payment of the principal of the Senior Notes and the Deferrable Interest Notes (the "Reserve")).
For the avoidance of doubt and in accordance with Condition 7(b)(iii) (Mechanics of
Redemption), the Issuer has received duly completed Redemption Notices from at least 662/3 per
cent. of the aggregate principal amount of the Class F Notes Outstanding from the Transfer Agent, which were delivered to the
Transfer Agent not more than 40 nor less than 20 Business Days prior to the applicable Redemption Date for the Notes which will
be 12 August 2016 (such date being the next Payment Date).
Subject to the relevant conditions precedent to redemption being satisfied, the Notes will therefore be redeemed on
the Redemption Date and, following the redemption of the Notes, the Issuer will ensure that the Notes are cancelled in accordance
with Condition 7(j) (Cancellation).
This notice is given by BOYNE VALLEY B.V. on 27 July 2016
This announcement has been issued through the Companies Announcement Service of
The Irish Stock Exchange