Proposed Offering of Green Senior Secured Notes due 2031 by Neoen FINCO PLC

NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW

Paris, 8 June 2026

Proposed Offering of Green Senior Secured Notes due 2031 by Neoen FINCO PLC

Neoen Finco Plc, a wholly-owned subsidiary of Neoen Limited, announced today that it intends to offer (the “Offering”) Green Senior Secured Notes due 2031 (the “Notes”). The aggregate principal amount of Notes intended to be offered as part of the Offering is expected to amount to €500 million. The gross proceeds of the Offering will be used, together with cash on hand, to (i) fund the repayment in full of the aggregate principal amount outstanding under the bridge facility made available pursuant to the senior bridge and revolving facilities agreement dated as of November 28, 2024 (as amended) (the “Bridge Facility”) and (ii) pay any fees, costs and expenses incurred in connection with the foregoing.

We intend to allocate an amount equal to the net proceeds of the Offering to finance or refinance, in whole or in part, capital expenditure and operating expenses of a portfolio of eligible green projects that meet the eligibility criteria set forth in our Green Financing Framework, which is available on our website.

There can be no assurance that the Offering or other transactions related thereto will be completed.

Contact

For further information, please contact: ir@neoen.com

Cautionary Statement

This announcement is for information purposes only and does not constitute a prospectus or any offer to sell or the solicitation of an offer to buy any security in the United States of America or in any other jurisdiction. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). No securities issued in connection with the Offering will be registered under the Securities Act.

This announcement is being distributed only to, and is directed only at, persons who are “qualified investors” (as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 (the “POATRs”)) who are: (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”); (ii) persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order; (iii) outside the United Kingdom or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended (“FSMA”)) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated, all such persons together being referred to as “Relevant Persons.” This announcement is directed only at Relevant Persons and must not be acted or relied upon by persons who are not Relevant Persons. The Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with, Relevant Persons in the United Kingdom.

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor in the EEA means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

The Notes are not being offered to the public in the United Kingdom. The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor in the United Kingdom means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended) (“EUWA”); (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA or (iii) not a qualified investor as defined in paragraph 15 of Schedule 1 to the POATRs. Consequently no product summary or other document required by the UK Consumer Composite Investments regime contained in the FCA Handbook of Rules and Guidance (the “UK CCI Regime”) for offering, selling or distributing the Notes or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering, selling or distributing the Notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK CCI Regime.

Forward-Looking Statements

This announcement may include “forward -looking statements” within the meaning of the securities laws of certain jurisdictions, such as statements about the Offering and use of proceeds therefrom. Forward-looking statements provide Neoen’s current expectations, intentions or forecasts of future events.

Forward-looking statements include statements about current expectations, assumptions, estimates and projections about us and our industry. Words or phrases such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “likely,” “may,” “plan,” “should,” “would,” “could,” “target” or other similar expressions or the negatives of these words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking.

Forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our actual results could be materially different from these expectations. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this announcement may not in fact occur. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date as of which the statements are made or to reflect the occurrence of unanticipated events.

Contact

Neoen
ir@neoen.com

OPRG Financial
Fabrice Baron
+33 6 14 08 29 81
fabrice.baron@omc.com

Aurélie Bozza
+33 6 21 54 38 11
aurelie.bozza@omc.com