Company Announcements

State Road Agency of UKRAINE (Ukravtodor)

(the "Issuer")

MULTIPLE SERIES TWO LIMB WRITTEN RESOLUTION OF HOLDERS

(the "Written Resolution")

of its outstanding

U.S.$700,000,000 6.250 per cent. Guaranteed Amortising Notes due 2028 (Regulation S ISIN: XS2357277149, Common Code: 235727714; Rule 144A ISIN: US857329AA47, CUSIP: 857329AA4)

(the "Notes")

To:      UKRAVTODOR

           9 Fizkultury Street

           Kyiv, 03150

           Ukraine

The Bank of New York Mellon, London Branch (the "Fiscal Agent")

One Canada Square

London E14 5AL

United Kingdom

We refer to the Notes issued subject to and with the benefit of the agency agreement dated 24 June 2021 between Ukravtodor, The Bank of New York Mellon SA/NV, Dublin Branch (the "Registrar") and the Bank of New York Mellon, London Branch (the "Fiscal Agent", "Principal Paying Agent", and "Transfer Agent") (the "Agency Agreement"). Capitalised terms used but not defined herein shall, unless the context otherwise requires, have the meanings set out in the terms and conditions of the Notes as set out in Schedule 5 to the Agency Agreement (the "Conditions") or the consent solicitation memorandum prepared by the Issuer dated 28 July 2022 relating to the Notes, as supplemented from time to time (the "Consent Solicitation Memorandum") (as applicable).

The Issuer has requested that the Holders consent to the Proposed Modifications, in accordance with the terms of the Consent Solicitation described in the Consent Solicitation Memorandum.

General

The Notes are represented by global certificates.  The unrestricted global certificate is deposited with the common depositary for and on behalf of Euroclear ("Euroclear") and Clearstream Banking, S.A. ("Clearstream") and is registered in the name of The Bank of New York Depository (Nominees) Limited as nominee for the common depositary. The restricted global certificate is deposited with a custodian for, and registered in the name of, Cede & Co. as nominee of, the Depository Trust Company ("DTC" and together with Euroclear and Clearstream, the "Clearing Systems"). For the purposes of this Written Resolution, a "Holder" shall be deemed to include holders and beneficial owners of the Notes in the books of the Clearing Systems.

In the context of managing Ukraine's public external debt obligations, Ukraine, the guarantor of the Notes, is separately seeking the consent of holders of its outstanding Eurobonds (the "Eurobonds"), pursuant to a separate consent solicitation (the "Eurobond Consent Solicitation") to certain proposed modifications to the terms and conditions of the Eurobonds (the "Eurobond Proposed Modifications"). Condition 12(a)(ix) of the Notes allows for the Notes to be aggregated with other debt securities of Ukraine, the guarantor of the Notes, for purposes of passing the Written Resolution. Pursuant to Condition 12(a)(ix) of the Conditions, the consents of holders of the Eurobonds shall be counted for the purposes of determining whether the Requisite Consents have been reached in relation to the Written Resolution of the Issuer, provided that the relevant Eurobond requisite consents have been reached in relation to the Eurobond Proposed Modifications and such Eurobond Proposed Modifications have become effective as further described in the consent solicitation memorandum dated 20 July 2022, as amended on 22 July 2022 in respect of the Eurobond Consent Solicitation.

The Proposed Modifications will become effective with respect to the Notes only if (i) valid Consents from (x) holders of at least 66⅔ per cent. of the aggregate principal amount of all the Eurobonds and Securities outstanding at the Record Date (taken in aggregate) and (y) Holders of more than 50 per cent. of the aggregate principal amount of the Securities outstanding at the Record Date, subject to re-designation (as set forth below), have been validly delivered and accepted pursuant to the terms of the Consent Solicitation Memorandum, (ii) the Eligibility Condition has been satisfied, and (iii) the other conditions described in this Consent Solicitation Memorandum have been either satisfied or waived by Ukravtodor (in its sole discretion), and (iv) upon execution of the Amendment Documents in accordance with Condition 12(d) (Multiple Series Aggregation - Two limb voting) of the Conditions.

Overview Presentation

Ukravtodor, in conjunction with Ukraine, has prepared an overview of the Consent Solicitation, the Eurobond Consent Solicitation and the GDP-linked Securities Consent Solicitation (the "Overview Presentation"). The Overview Presentation is available on the Consent Website operated by the Information and Tabulation Agent.

Documents Available for Inspection

Copies of the documents set out below may be inspected by Holders at the offices of the Information and Tabulation Agent specified herein at any time during normal business hours on any weekday (Saturdays, Sundays and bank and other public holidays excepted) upon reasonable request or may be provided by email to a Holder following their prior written request to the Information and Tabulation Agent and provision of proof of holding and identity (in a form satisfactory to the Information and Tabulation Agent).

Holders may also inspect copies of the documents set out below on the Consent Website: https://projects.morrowsodali.com/Ukravtodor.

·    the Consent Solicitation Memorandum;

·    the Agency Agreement;

·    the Deed of Covenant;

·    the Deed of Guarantee;

·    the forms of the Amendment Documents;

·    the Overview Presentation; and

·    this Notice of Written Resolution.

MULTIPLE SERIES TWO LIMB WRITTEN RESOLUTION

On behalf of Holder(s) holding the aggregate principal amount specified above of the Notes for the time being outstanding, we hereby resolve, confirm and instruct the Issuer and the Fiscal Agent, the Principal Paying Agent and the Registrar, (in reliance on the instructions received through the Clearing Systems) that, subject to the Requisite Consents for the Notes having been received and the Eligibility Condition having been satisfied, the Holders:

1.   assent to and approve, unconditionally and irrevocably, the proposed modifications to the Conditions and entry by the Issuer into the First Supplemental Agency Agreement in the form set out on https://projects.morrowsodali.com/Ukravtodor, so as to take effect as of the Effective Date:

a.       To insert the following paragraphs (a) and (b) in Condition 4 (Interest) immediately prior to the sentence commencing "Interest will be paid subject…", and the remaining text of Condition (4) (Interest) shall be a new paragraph (c) of Condition (4) (Interest):

"(a)      Notwithstanding the foregoing, any interest payment not paid on any Interest Payment Date falling during the Deferral Period shall be deferred and shall itself bear interest at the Rate of Interest and, for so long as the same remains unpaid, such deferred interest (together with the interest accrued thereon) shall constitute "Deferred Interest". Any Deferred Interest shall be due and payable on the Deferred Interest Payment Date (as defined below) without any grace period applicable thereafter, provided that the Issuer has the right to (i) upon not less than 15 nor more than 30 days' prior notice to the Noteholders in accordance with Condition 14 (Notices), partially prepay the Deferred Interest on the Notes at any time during the Deferral Period and (ii) instead of paying the Deferred Interest on the Deferred Interest Payment Date, on and effective as of such date and as further described in Condition 4(b) below, increase the aggregate principal amount of the Notes outstanding through the issuance of further Notes in the amount equal to the remaining Deferred Interest (the "Additional Notes"), following which the Notes will bear interest at the Rate of Interest on such increased aggregate principal amount from and including the Deferred Interest Payment Date and the Issuer's obligation to pay the Deferred Interest shall be deemed to be discharged. The deferral of interest payments in accordance with this Condition 4 shall not constitute an Event of Default by the Issuer for the purposes of these Conditions, the Agency Agreement or for any other purpose. Calculations of the Deferred Interest shall be made solely by the Principal Paying Agent.

(b)     If the Issuer elects to issue the Additional Notes as described in Condition 4(a) above, then no later than three business days prior to the Deferred Interest Payment Date, the Issuer shall deliver an irrevocable notice to the Fiscal Agent, the Registrar and the Noteholders in accordance with Condition 14 (Notices), specifying the amount of Deferred Interest to be settled by issuance of Additional Notes which amount shall correspond to the aggregate principal amount of any Additional Notes to be issued by the Issuer on the Deferred Interest Payment Date. In this event, on the Deferred Interest Payment Date:

(i) the Issuer shall issue the Additional Notes having an aggregate principal amount equal to the remaining Deferred Interest. So long as the Notes are represented by Note Certificates, Note Certificates dated as of the Deferred Interest Payment Date, shall be issued to Noteholders in respect of such Additional Notes in an aggregate principal amount equal to the amount of the Deferred Interest (rounded down to the nearest U.S.$1.00);

(ii) the Issuer shall execute an amended and restated deed of covenant, substantially in the form of the Deed of Covenant (as amended or supplemented) except that it shall reflect the principal amount of the Notes as increased by the issuance of the Additional Notes;

(iii) the Issuer shall procure that the Guarantor execute an amended and restated deed of guarantee, substantially in the form of the Deed of Guarantee (as amended or supplemented) except that it shall reflect the principal amount of the Notes as increased by the issuance of the Additional Notes;

(iv) the "authorised denomination" (as defined in Condition 1(a) (Form and denomination)) shall be amended to U.S.$200,000 and integral multiples of U.S.$1.00 in excess thereof, provided that while the Notes may only be traded in authorised denominations, for the purposes of the relevant clearing systems the denominations are considered as U.S.$1.00. For the avoidance of doubt, the relevant clearing systems are not required to monitor or enforce the authorised denomination; and

(v) all references in these Conditions to "principal" of the Notes shall be deemed to include the principal amount of the Notes as increased by the issuance of the Additional Notes.

So long as the Notes are represented by the Global Notes, in the event that the Issuer elects to issue the Additional Notes as described in Conditions 4(a) and (b) above, the relevant Global Note shall be annotated to take account of such issuance of Additional Notes by increasing the aggregate principal amount of the outstanding Global Notes, effective as of the Deferred Interest Payment Date, by an amount equal to the amount of the remaining Deferred Interest as of the Deferred Interest Payment Date (rounded up to the nearest U.S.$1.00).

In these Conditions:

"Deferral Period" means the period commencing on (and including) 24 December 2022 and ending on (but excluding) (i) 24 December 2024, or (ii) any earlier date notified by the Issuer to Noteholders with not less than 15 nor more than 30 days' prior notice in accordance with Condition 14 (Notices) on which the Deferred Interest is paid in full in relation to the Notes (each such date, the "Deferred Interest Payment Date")."

b.       To replace Condition 5(a) (Amortisation and Final Redemption) with the following:

"Condition 5(a) (Amortisation and Final Redemption)

Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed in four equal instalments on each amortisation date specified in column (A) in the table below (each, an "Amortisation Date"). Each authorised denomination of U.S.$1,000 of the Notes shall be redeemed at the related amortisation amount specified in column (B) in the table below (each, an "Amortisation Amount"), payable as provided in Condition 6 (Payments). The outstanding principal amount of each authorised denomination of U.S.$1,000 of the Notes shall be reduced by the Amortisation Amount so paid by the Issuer on the relevant Amortisation Date for all purposes with effect from such payment on the relevant Amortisation Date such that the outstanding principal amount of each authorised denomination of U.S.$1,000 of the Notes following such payment shall be as specified in column (C) in the table below. If payment of the relevant Amortisation Amount is improperly withheld or refused in respect of a Note, the relevant principal amount of such Note will remain outstanding until whichever is the earlier of (i) the day on which payment in full of such portion of outstanding principal is received by or on behalf of the relevant Noteholder and (ii) the day which is seven days after the Fiscal Agent has notified the Noteholders in accordance with Condition 14 (Notices) that it has received all sums due in respect of the Notes up to such seventh day (except to the extent that there is any subsequent default in payment). The Notes shall be finally redeemed at their final Amortisation Amount on 24 June 2030 (the "Maturity Date"). Notwithstanding the foregoing, if the Issuer elects to issue the Additional Notes as described in Condition 4(a) (Interest), (i) all references in this Condition 5(a), including in the table below, to (i) "U.S.$1,000" shall be amended to U.S.$1, (ii) "250.00" shall be amended to 0.25, (iii) "500.00" shall be amended to 0.50 and (iv) "750.00" shall be amended to 0.75.

In these Conditions, references to "principal" shall, unless the context requires otherwise, be deemed to include any Amortisation Amount and references to the "due date" for payment shall, unless the context requires otherwise, be deemed to include any Amortisation Date."

c.       To replace Condition 8(a) (Events of Default - Non payment) with the following:

"Subject to the provisions of Condition 4 (Interest), the Issuer or the Guarantor fail to pay any amount of principal or interest in respect of the Notes and the default continues for a period of 30 days."

d.       To replace Condition 8(c) (Events of Default - Indebtedness) with the following:

"Save in respect of any default or breach in relation to any failure of the Guarantor to pay any interest, principal or any other amounts due in respect of, and solely in accordance with the terms of, any series of Guarantor Outstanding Eurobonds, in each case during the relevant Deferral Period (as defined in the relevant terms and conditions of the Guarantor Outstanding Eurobonds), any Indebtedness shall become due and payable prior to the stated maturity thereof following a default or any security therefore becomes enforceable or the Issuer or the Guarantor fails to make any payment of any Indebtedness on the due date for payment thereof or, if applicable, at the expiration of any grace period originally applicable thereto or any guarantee of, or indemnity in respect of, any Indebtedness of any other Person given by the Issuer or the Guarantor shall not be honoured when due and called upon; provided that the aggregate amount of such Indebtedness is in excess of U.S.$50,000,000 (or its equivalent in any currency or currencies) and provided further that the acceleration of the maturity of or any payment default in respect of any Old Notes or any Guarantor Dissenting Eurobonds will not constitute an Event of Default."

e.       To replace Condition 8(e) (Events of Default -Moratorium) with the following:

"Save in respect of any suspension of payments of interest, principal or any other amounts due in respect of, and solely in accordance with the terms of, any series of Guarantor Outstanding Eurobonds, in each case during the relevant Deferral Period (as defined in the relevant terms and conditions of the Guarantor Outstanding Eurobonds), if the Issuer or the Guarantor shall suspend payment of, or admit its inability to pay, Indebtedness or any part thereof, or declare a general moratorium on or in respect of Indebtedness or any part thereof or anything analogous to the foregoing shall occur, in each case other than with respect to Old Notes or any Guarantor Dissenting Eurobonds.

In these Conditions:

"Guarantor Dissenting Eurobonds" means [Series of Eurobonds that were not amended as a result of the Eurobond Consent Solicitation];

"Guarantor Outstanding Eurobonds" means each of the outstanding [Series of Eurobonds that were amended as a result of the Eurobond Consent Solicitation] as amended following the consent solicitation described in the consent solicitation memorandum published by Ukraine on 20 July 2022, as supplemented from time to time. The consent solicitation memorandum is available to Noteholders at https://projects.morrowsodali.com/Ukraine."

2.     waive any breach or any alleged breach whatsoever of any obligation, or any default or any alleged default whatsoever, under or in respect of the Securities, the Conditions, the Deed of Covenant, the Agency Agreement or the Deed of Guarantee that may occur or may be capable of occurring by the threat of, in anticipation of, in connection with, or as a result of, the modifications, waivers and authorisations set out in paragraph (1) above;

3.   assent to all other such modifications to the Conditions, the Deed of Covenant, the Agency Agreement and the Deed of Guarantee as are necessary for or expedient to effect the modifications, waivers and authorisations set out in paragraph (1) above;

4.   irrevocably authorise, direct, request, instruct and empower the Fiscal Agent, the Principal Paying Agent and the Registrar to:

a.   concur with the modifications and waivers referred to in paragraphs (1) and (2) of this Multiple Series Two Limb Written Resolution and, in order to give effect to and implement such modifications, on or shortly after the passing of this Multiple Series Two Limb Written Resolution and the satisfaction of the conditions to the Consent Solicitation described in the Consent Solicitation Memorandum (as defined below), to execute the First Supplemental Agency Agreement substantially in the form set out on the Consent Website (as defined in the Consent Solicitation Memorandum) with such modifications (if any) thereto as the Fiscal Agent, the Principal Paying Agent and the Registrar shall request or approve; and

b.   concur in and to execute and do, all such other deeds, instruments, acts and things and to take steps (in the case of the Fiscal Agent, the Principal Paying Agent and the Registrar, at the cost of the Issuer) as may be necessary, desirable or expedient as certified by the Issuer to  the Fiscal Agent, the Principal Paying Agent and the Registrar to carry out and give effect to this Multiple Series Two Limb Written Resolution and the implementation of the modifications and waivers referred to in paragraphs (1) and (2) of this Multiple Series Two Limb Written Resolution and acknowledge that any such steps will not subsequently be called into question by the Noteholders;

5.   assent to the execution of the Amended and Restated Deed of Guarantee by the Guarantor substantially in the form set out on the Consent Website;

6.   sanction and assent to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Noteholders against the Issuer or against any of its property whether such rights shall arise under the Agency Agreement or otherwise in or resulting from the amendment and modification referred to in paragraphs (1) and (2) above;

7.   resolve to irrevocably waive any claim that the Noteholders may have against the Fiscal Agent, the Principal Paying Agent and the Registrar arising as a result of any loss or damage which the Noteholders may suffer or incur as a result of the Fiscal Agent, the Principal Paying Agent and the Registrar acting upon this Multiple Series Two Limb Written Resolution or its implementation, the modifications and waivers referred to in paragraphs (1) and (2) of this Multiple Series Two Limb Written Resolution or the implementation of those modifications (including but not limited to circumstances where it is subsequently found that this Multiple Series Two Limb Written Resolution is not valid or binding on the Noteholders) and the Noteholders further confirm that they will not seek to hold the Fiscal Agent, the Principal Paying Agent and the Registrar liable for any such loss or damage save in relation to its or their own gross negligence, wilful default or fraud, as applicable;

8.   discharges, exonerates and indemnifies the Fiscal Agent, the Principal Paying Agent and the Registrar from all liability, costs or expenses whatsoever (including, without limitation, in respect of taxes, duties, levies, imports and other charges) for which it may have become or may become liable under the Agency Agreement, the Deed of Covenant, the Deed of Guarantee or the Notes in respect of any act or omission, in connection with the Proposal, the Proposed Modifications, the Amendment Documents and this Multiple Series Two Limb Written Resolution or its implementation, the modifications and waivers referred to in paragraph (1) of this Multiple Series Two Limb Written Resolution or the implementation of those modifications, and any act or omission taken in connection with paragraphs (4) and (5) of this Multiple Series Two Limb Written Resolution, even if it is found subsequently that there is a defect in the passing of this Multiple Series Two Limb Written Resolution, provided that, if the Fiscal Agent, the Principal Paying Agent and the Registrar fails to show the degree of care and diligence required of it as an agent and registrar, nothing in this Multiple Series Two Limb Written Resolution shall relieve the Fiscal Agent, the Principal Paying Agent and the Registrar from or against any liability which would otherwise attach to it in respect of any gross negligence, wilful default or fraud of which it may be guilty;

9.   acknowledge that each of the Fiscal Agent, the Principal Paying Agent and the Registrar is released from and against any claim or cause of action, judgment, action, proceeding or any other liability whether present or future, prospective or contingent, in each case, in connection with or relating to the negotiation, preparation, or execution of this Multiple Series Two Limb Written Resolution, the First Supplemental Agency Agreement or the implementation thereof, whatsoever claimed against any of them by any Noteholders;

10. acknowledge that the following terms, as used in this Multiple Series Two Limb Written Resolution, shall have the meanings given below:

"Consent Solicitation" means the invitation by the Issuer to the Noteholders to consent to the modification of the Conditions relating to the Notes and other related documents, as described in the Consent Solicitation Memorandum and as the same may be amended in accordance with its terms; and

"Consent Solicitation Memorandum" means the consent solicitation memorandum dated 28 July 2022 prepared by the Issuer in relation to the Consent Solicitation as may be supplemented from time to time;

11. acknowledges that the Fiscal Agent is not required to request or receive any legal opinions in respect of the proposals set out in this Multiple Series Two Limb Written Resolution or its implementation;

12. declares that it is a condition to the effectiveness of this Multiple Series Two Limb Written Resolution that the Requisite Consents will be satisfied by Eligible Holders only, irrespective of any participation in the Consent Solicitation of Ineligible Holders;

13. acknowledges and agrees that for the purposes of the Consent Solicitation, the consents of Eligible Holders of Eurobonds in relation to the Eurobond Proposed Modifications (each as defined in the Consent Solicitation Memorandum) shall be counted for the purposes of determining whether the Requisite Consents have been reached in relation to the Written Resolution, subject to conditions as further described herein provided that (i) the Requisite Consents (as defined in the Eurobond Consent Solicitation Memorandum) in relation to the Eurobond Proposed Modifications described in the Eurobond Consent Solicitation Memorandum have been reached, (ii) the Eligibility Condition (as defined in the Eurobond Consent Solicitation Memorandum) has been satisfied and (iii) the Eurobond Proposed Modifications have become effective as further described in the Eurobond Consent Solicitation Memorandum; and

14. resolve that this Multiple Series Two Limb Written Resolution shall take effect as an Extraordinary Resolution and for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of the Noteholders duly convened and held.

DATED as of................................................
By:

Name:

Title:

The Bank of New York Depository (Nominees) Limited, as nominee of the common depositary acting solely on behalf of and on the instructions of one or more persons who are for the time being shown in the records of the Clearing Systems as holding, in aggregate,____ per cent. of the principal amount of the Notes for the time being outstanding.

DATED as of................................................
By:

Name:

Title:

Morrow Sodali Limited, in its capacity as Information and Tabulation Agent and proxy acting solely on behalf of and on the instructions of one or more persons who are for the time being shown in the records of the Clearing Systems as holding, in aggregate,____ per cent. of the principal amount of the Notes for the time being outstanding.