Trustee Notice to Noteholders

THIS ANNOUNCEMENT CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE Series 2019-F1 Notes (AS DEFINED BELOW).

THIS NOTICE IS ADDRESSED ONLY TO HOLDERS OF THE Series 2019-F1 Notes AND PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO DISTRIBUTE IT ("RELEVANT PERSONS"). IT IS DIRECTED ONLY AT RELEVANT PERSONS AND MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.

IF YOU HAVE RECENTLY SOLD OR OTHERWISE TRANSFERRED YOUR ENTIRE HOLDING(S) OF THE Series 2019-F1 Notes, YOU SHOULD IMMEDIATELY FORWARD THIS NOTICE 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 DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE, EXCHANGE OR SUBSCRIPTION OF, OR A SOLICITATION OF ANY OFFER TO BUY, EXCHANGE OR SUBSCRIBE FOR, ANY SECURITIES OF THE ISSUER OR ANY OTHER ENTITY IN ANY JURISDICTION.

TRUSTEE NOTICE OF INFORMAL NOTEHOLDERS MEETING 14 MARCH 2024

KAEVA LIMITED

(a private limited company under the laws of England and Wales with registration number 10334412 (the "Issuer"))

SERIES 2019-F1 USD NOTES

ISIN: GB00BJFT0716

$1,000,000,000 9% FIXED RATE SECURED NOTES DUE 2024

(the "Series 2019-F1 USD Notes")

SERIES 2019-F1 GBP NOTES

ISIN: GB00BJFT0591

£1,000,000,000 9% FIXED RATE SECURED NOTES DUE 2024

(the "Series 2019-F1 GBP Notes")

SERIES 2019-F1 EUR NOTES

ISIN: GB00BJFT0609

?1,000,000,000 9% FIXED RATE SECURED NOTES DUE 2024

(the "Series 2019-F1 EUR Notes")

Under the £5,000,000,000 Secured Medium Term Note Programme (the "Programme")

Together (the "Series 2019-F1 Notes")

Truva Services Limited (the "Trustee") has prepared this announcement to assist Noteholders and related investors in the Series 2019-F1 Notes. If Noteholders or investors are in any doubt as to the action they should take, they should seek their own financial and legal advice, including as to any tax consequences, immediately from their stockbroker, solicitor, accountant or other independent financial or legal adviser.

In relation to the issue of the Series 2019-F1 Notes, the Issuer has published or entered into the following relevant documents:

(a)

listing particulars dated 18 January 2019, setting out information relating to the Issuer's £5,000,000,000 Secured Medium Term Note Programme;

(b)

a trust deed dated 18 January 2019 (the "Trust Deed") between the Issuer and the Trustee;

(c)

a supplemental trust deed dated 8 February 2019 between the Issuer and the Trustee in relation to the Series 2019-F1 USD Notes (the "USD Supplemental Trust Deed").

(d)

a supplemental trust deed dated 8 February 2019 between the Issuer and the Trustee in relation to the Series 2019-F1 EUR Notes (the "EUR Supplemental Trust Deed");

(e)

a supplemental trust deed dated 8 February 2019 between the Issuer and the Trustee in relation to the Series 2019-F1 GBP Notes (the "GBP Supplemental Trust Deed" and together with the USD Supplemental Trust Deed and the EUR Supplemental Trust Deed, the "Supplemental Trust Deeds"). The Supplemental Trust Deeds contains the terms and conditions applicable to the Series 2019-F1 Notes (the "Conditions").

(f)

a deed of charge dated 18 January 2019 between the Issuer and the Trustee (the "Deed of Charge").

(g)

a registry services agreement dated 17 January 2019 entered into between the Issuer and Avenir Registrars Limited as paying agent and registrar (the "Registrar") (the "Agency Agreement").

(h)

a servicer agreement dated 18 January 2019 between the Issuer and Bedford Row Capital Plc, as servicer (the "Servicer") (the "Servicer Agreement").

Capitalised terms used but not defined in this notice shall have the same meaning given to them in the Conditions.

Any references in this notice to the Trustee shall, as the context may require, be construed to refer to the Trustee acting pursuant to, and in accordance with, the Trust Deed and/or the Deed of Charge.

On 25 August 2023 the Trustee issued a notice to Noteholders (RNS number 4968K) to provide an update on events that had occurred as well as setting out the action that was to be taken by the Trustee.

1.

As set out in more details in our notice on 25 August 2023, the Issuer lent the net proceeds of the Series 2019-F1 Notes pursuant to secured loan agreement between the Issuer and Kaeva Pty Ltd (the "Borrower") dated 4 September 2019 (the "Facility Agreement").

2.

The ability of the Issuer to meet its obligations to pay amounts due under Series 2019-F1 Notes and its operating and administrative expenses was solely dependent upon the extent of moneys received or recovered by or on behalf of the Issuer from the Borrower.

3.

On 9 July 2023 the Borrower was placed into liquidation and Andrew Fielding of BDO Business Restructuring Pty Ltd was appointed as liquidator (the "Liquidator"). The appointment of the Liquidator constituted an Event of Default under the Facility Agreement and the Supplemental Trust Deeds.

4.

On 23 October 2023 the Trustee gave notice to the Issuer declaring that an Event of Default of the Series 2019-F1 Notes had occurred and that the Series 2019-F1 Notes were immediately due and payable.

5.

On 16 January 2024, the Issuer, as the secured creditor of the Borrower sumbmitted a proof of debt to the Liquidator setting out the total outstanding amount in respect of the Facility Agreement.

6.

The Liquidator has provided its report to the Issuer and Trustee as secured creditors. In its report the Liquidator has identified outstanding debtors and potential claims. However, the Liquidator has requested pre-funding to pursue the recovery of debts owed and/or to pursue potential claims against the directors.

1.

The Trustee is not bound to exercise its discretion or institute any proceedings and/or steps or action unless:

(a)

it has been so requested in writing by Noteholders holding at least one quarter of the aggregate principal amount of the outstanding Series 2019-F1 Notes or has been so directed by an Extraordinary Resolution; and

(b)

it has been indemnified and/or secured and/or pre-funded to its satisfaction.

2.

Under the Trust Deed, the Trustee is entitled to be indemnified and/or secured and/or prefunded and relieved from responsibility in certain circumstances and to be paid its costs and expenses in priority to the claims of the Noteholders.

3.

The Trust Deed provides that, when determining whether an indemnity or any security or pre-funding is satisfactory to it, the Trustee shall be entitled (i) to evaluate its risk in any given circumstance by considering the worst-case scenario and (ii) to require that any indemnity or security given to it by the Noteholders or any of them be given on a joint and several basis and be supported by evidence satisfactory to it as to the financial standing and creditworthiness of each counterparty and/or as to the value of the security and an opinion as to the capacity, power and authority of each counterparty and/or the validity and effectiveness of the security.

4.

As at the date of this notice, no Noteholder has directed the Trustee to initiate any proceedings and/or take any steps or action. Furthermore, no request has been received from a Noteholder by the Trustee to convene a meeting of Noteholders.

1.

The Trustee is convening an informal meeting of Noteholders to consider matters relating to the Series 2019-F1 Notes. At this meeting the Trustee will hear requests from Noteholders about any steps they may want the Trustee to take in respect of the Series 2019-F1 Notes.

2.

If such requests require any modification of any provision of the Trust Deed or any other Transaction Document, as defined in the Trust Deed, the Trustee will then convene another meeting to submit the request to the Noteholders for voting in accordance with Schedule 3 of the Trust Deed.

3.

The informal meeting of Noteholders will be held online by way of video conference at 12:00p.m. on 14 March 2024 (with the option to attend by telephone conference).

4.

Evidence of identity of Noteholders is required to be verified electronically prior to the meeting. In order to receive details of the video conference and to attend the meeting, each Noteholder will be required to provide confirmation as to their holding of the applicable Series 2019-F1 Notes and evidence of identity no later than close of business on 8 March 2024 by email to the Trustee at directors@truvacorp.com.

5.

Noteholders are entitled to appoint one or more proxies to exercise all or any of their rights to attend, speak and vote at the meeting. A proxy need not to be a Noteholder of the Issuer but must attend the meeting to represent a Noteholder. To be validly appointed, a proxy must be appointed using the procedures as set out in the Trust Deed. A form of proxy is available upon request to the Trustee at directors@truvacorp.com.

6.

Any corporation which is a Noteholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a Noteholder provided that they do not do so in relation to the same notes.

7.

The Trustee reminds Noteholders that the Borrower has not made any recent payments to the Issuer therefore any payment made will bear a shortfall. In accordance with Condition 23(d) any such shortfall will be borne by the Noteholders.

8.

The documents listed in this announcement will be available to Noteholders only, upon request prior to and on the day of the informal Noteholders meeting. Noteholders should submit a request to the Trustee at directors@truvacorp.com.

Noteholders who have questions in connection with this notice should make themselves known to the Trustee, arrange for their position in the Series 2019-F1 Notes to be disclosed to the Trustee, and verify their holdings of the Series 2019-F1 Notes to the Trustee.

Noteholders may contact the Trustee by sending an email to directors@truvacorp.com referencing the respective ISIN of the Series 2019-F1 Notes and "Kaeva Limited" in the subject line of the email.

This announcement is given by Truva Services Limited in its capacity as Trustee.

5 February 2024