Claim No: CR-2023-001973

In the High Court of Justice

Business and Property Courts of England and Wales

INSOLVENCY AND COMPANIES LIST (ChD)

Before the Honourable Sir Alastair Norris sitting in retirement

Date: 14 June 2023

UPON THE APPLICATION OF SGB-SMIT GmbH (the “Company”), whose registered office is Ohmstrasse 10, 93055 Regensburg, Germany, by a Part 8 Claim Form dated 17 April 2023 (the “Claim Form”) for the sanction of a restructuring plan in relation to the Company

AND UPON READING the Claim Form and evidence filed in support thereof, including the draft restructuring plan between the Company and its Plan Creditors (the “Restructuring Plan”), and the explanatory statement dated 27 April 2023 distributed pursuant to section 901D of the Companies Act 2006 (the “Explanatory Statement”)

AND UPON the Court adopting in this Order (save where terms are otherwise expressly defined) the abbreviations, words, definitions and phrases and rules of interpretation contained in the Explanatory Statement and the Plan Document (being the document setting out the terms of the Restructuring Plan)

AND UPON the Undertaking Parties undertaking by deeds of undertaking (variously dated 5 June 2023, 6 June 2023 and 7 June 2023) to, among other things, agree to be bound by the terms of the Restructuring Plan and execute, deliver and be bound by the Restructuring Documents to which they are a party

AND UPON HEARING Tom Smith KC and Lottie Pyper for the Company and Rupert D’Cruz KC and Stephen Horan for Bank GPB International S.A.

IT IS ORDERED AND DIRECTED THAT:

1. The Court hereby sanctions the Restructuring Plan in the form set out in Schedule 1 to this Order.

2. The Company shall be at liberty to deliver a copy of this Order to The Gazette for publication.

DATED 14 June 2023

Service of Order

The Court has provided the electronically sealed order for service via email to: Oliver.Browne@lw.com, Robin.Spedding@lw.com, and Callum.Rodgers@lw.com (c/o Oliver Browne, Robin Spedding and Callum Rodgers) of Latham & Watkins (London) LLP, 99 Bishopsgate, London, EC2M 3XF.

Restructuring Plan

Claim No: CR-2023-001973

In the High Court of Justice

Business and Property Courts of England and Wales

INSOLVENCY AND COMPANIES LIST (ChD)

(the “Company”)

- and -

IN THE MATTER OF THE COMPANIES ACT 2006

(under Part 26A of the Companies Act 2006)

- between -

SGB-SMIT GMBH

- and -

THE PLAN CREDITORS

(as defined in this Plan Document)

The Company

The Company is a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of the Federal Republic of Germany and registered with the commercial register (Handelsregister) at the local court (Amtsgericht) of Regensburg, Germany under HRB 16165.

Purpose of this Restructuring Plan

The purpose of this Restructuring Plan is to effect a compromise and arrangement between the Company and the Plan Creditors.

The Plan Creditors

The Plan Creditors consist of the creditors in respect of the Plan Liabilities (as defined below) (each such creditor, a “Plan Creditor”).

1.1 In this Plan Document, unless inconsistent with the subject or context, the following expressions shall have the following meanings:

“Act” means the Companies Act 2006;

“Ad Hoc Committee” means the ad hoc committee of Lenders, as such group may be constituted from time to time, that is advised by the Ad Hoc Committee’s Financial Adviser;

“Ad Hoc Committee’s Financial Adviser” means Rothschild & Co. Deutschland GmbH (and/or any of its affiliates and/or any of its affiliated partnerships) as financial adviser to the Ad Hoc Committee or any successor as financial adviser to the Ad Hoc Committee;

“Adviser” means:

(a) the Company’s Counsel;

(b) the Company’s Financial Adviser;

(c) the Agent’s Counsel;

(d) the Ad Hoc Committee’s Financial Adviser; and

(e) any of the foregoing’s partners, employees and affiliated partnerships and the partners and employees of such affiliated partnerships and their respective Subsidiaries and Holding Companies and any local counsel engaged by any of the foregoing on behalf of their client or by the client directly in connection with all or any of this Restructuring Plan and the Restructuring;

“Affiliate” means, with respect to a person, any other person who, directly or indirectly, is in control of, or controlled by, or is under common control with, such person and, for the purposes of this definition, “control” shall mean the power, directly or indirectly, to

(a) vote on more than 50 per cent. of the securities having ordinary voting power for the election of directors of such person, or

(b) direct or cause the direction of the management and policies of such person whether through ownership of voting securities, by contract or agency or otherwise;

“Agent’s Counsel” means the Agent’s Lead Counsel and the Agent’s Dutch Counsel;

“Agent’s Dutch Counsel” means NautaDutilh N.V. (and/or any of its affiliates and/or any of its affiliated partnerships) as Dutch law legal counsel to the Facility Agent or any successor Dutch law legal counsel to the Facility Agent;

“Agent’s Lead Counsel” means Kirkland & Ellis International LLP and Kirkland & Ellis LLP (and/or any of its affiliates and/or any of its affiliated partnerships) as English, German and New York law legal counsel to the Facility Agent or any successor English, German and New York law legal counsel to the Facility Agent;

“Ancillary Facility” means any Ancillary Facility under (and as defined in) the Senior Facilities Agreement;

“Bonding Facility” has the meaning given to such term in the Senior Facilities Agreement;

“Bonding Facility Guarantee” has the meaning given to such term in the Senior Facilities Agreement;

“Borrower” has the meaning given to such term in the Senior Facilities Agreement;

“Business Day” means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general commercial business in London and Frankfurt;

“Chair” means the chairman (as such term is used in the Act) of the Plan Meetings appointed pursuant to the Convening Order;

“Claim” means any and all actions, demands, causes or rights of action, claims, claims for specific performance, counterclaims, suits, or rights whatsoever or howsoever arising (including those which arise upon a change in the relevant law), whether it is present, future, prospective, actual or contingent, whether it is known or unknown, whether it is fixed or undetermined, whether asserted or unasserted, including, without limit, whether or not involving the payment of money or the performance of an act or obligation or any failure to perform any obligation or any omission, whether for negligence, breach of duty, breach of trust or misrepresentation or otherwise, whether arising by contract (including, but not limited to, breaches or non-performance of contract), at common law, in equity or by statute in or under the laws of England and Wales or under any other law in any other jurisdiction howsoever arising;

“Company’s Counsel” means the Company’s Lead Counsel and the Company’s Dutch Counsel;

“Company’s Dutch Counsel” means Loyens & Loeff N.V. (and/or any of its affiliates and/or any of its affiliated partnerships) as Dutch law legal counsel to the Company or any successor Dutch law legal counsel to the Company;

“Company’s Financial Adviser” means Houlihan Lokey (Europe) GmbH (and/or any of its affiliates and/or any of its affiliated partnerships) as financial adviser to the Company or any successor as financial adviser to the Company;

“Company’s Lead Counsel” means Latham & Watkins LLP and Latham & Watkins (London) LLP (and/or any of their respective affiliates and/or any of their respective affiliated partnerships), as English, German and New York law legal counsel to the Company or any successor English, German and New York law legal counsel to the Company;

“Convening Order” means the order dated 26 April 2023 made by the Court in the matter of the Company and in the matter of the Act directing that the Plan Meetings be convened as two separate meetings of the Plan Creditors of the Company for the purposes of considering and, if thought fit, approving (with or without modification) this Restructuring Plan;

“Court” means the High Court of Justice of England and Wales;

“Debt” means all Liabilities due under or in connection with the Existing Documents;

“Deed of Undertaking” means the undertaking deed (in the form agreed by the Company and the relevant Undertaking Party prior to the date of the Sanction Hearing) entered into or to be entered into by:

(a) each Obligor (other than the Company);

(b) the Facility Agent and the Security Agent;

(c) the Guarantee Agent; and

(d) the Equity Investor,

and any other deed of undertaking (in the form agreed by the Company and the relevant Undertaking Party prior to the date of the Sanction Hearing) necessary or desirable for the purposes of giving effect to this Restructuring Plan, in each case, to agree to execute all such documents (including, without limitation, the Restructuring Documents and any conditions precedent thereunder), and to do all such acts and things as may be necessary or desirable to be done by it for the purposes of giving effect to this Restructuring Plan and to be bound by and perform the terms of this Restructuring Plan;

“Director” means any person who is a past or present director, Geschäftsführer, manager, general partner, officer or equivalent of any Obligor, any Group Company or the Equity Investor;

“Eligible Plan Creditor” means a Plan Creditor that is not Sanctions Disqualified Person;

“Email Error Message” means, with respect to an email sent by one person to another, an automatic error message received from an intended recipient (or the server by which such intended recipient is provided email service) that:

(a) such email is undeliverable; or

(b) there has been a failure to deliver such email; or

(c) the intended recipient is ‘out of office’;

“Enforcement Action” has the meaning given to such term in the Intercreditor Agreement;

“Equity Injection” means one or more New Shareholder Injections under (and as defined in) the Senior Facilities Agreement in aggregate amount of EUR 70,000,000 to be made by the Equity Investor (whether directly, indirectly or otherwise) to or for the account of the Company pursuant to the terms of the SFA Amendment and Restatement Agreement;

“Equity Injection Documentation” means the loan and/or equity contribution documentation, including any relevant proceeds and/or intercompany loan agreement or other arrangements, to be entered into by the Equity Investor and certain Obligors pursuant to which the Equity Injection will be effected;

“Equity Investor” means OEP Trafo Coöperatief U.A. and/or one or more of its Affiliates or Related Entities and/or one or more other entities (in each case excluding any Group Companies) which effect or otherwise undertake any steps in relation to the Equity Injection;

“Existing Documents” means the English law governed Finance Documents under (and as defined in) the Senior Facilities Agreement;

“Existing Facilities” means each Facility under (and as defined in) the Senior Facilities Agreement;

“Explanatory Statement” means the explanatory statement dated 27 April 2023 issued by the Company to the Plan Creditors in connection with this Restructuring Plan;

“Facility Agent” means UniCredit Bank AG, London Branch as facility agent under the Existing Documents;

“Fee Letter” means the consent fee letter in respect of certain fees payable under or in connection with the Senior Facilities Agreement, in substantially the form attached at Appendix 10 (Form of Fee Letter) to the Explanatory Statement, with such amendments as the Court may consent to or are otherwise made in accordance with this Restructuring Plan;

“Form of Amended and Restated Intercreditor Agreement” means the form of amended and restated intercreditor agreement into which the Intercreditor Agreement will be amended and restated pursuant to the ICA Amendment and Restatement Agreement, in substantially the form attached at Appendix 9 (Form of Amended and Restated Intercreditor Agreement) to the Explanatory Statement, with such amendments as the Court may consent to or are otherwise made in accordance with this Restructuring Plan;

“Form of Amended and Restated Senior Facilities Agreement” means the form of amended and restated senior facilities agreement into which the Senior Facilities Agreement will be amended and restated pursuant to the SFA Amendment and Restatement Agreement, in substantially the form attached at Appendix 7 (Form of Amended and Restated Senior Facilities Agreement) to the Explanatory Statement, with such amendments as the Court may consent to or are otherwise made in accordance with this Restructuring Plan;

“Group” means the Parent and each of its Subsidiaries from time to time (and “Group Company” means any one of them);

“Guarantee Agent” means Commerzbank Aktiengesellschaft as guarantee agent and any successor guarantee agent under the Existing Documents;

“Holding Company” means, in relation to a person or entity, any other person or entity in respect of which it is a Subsidiary;

“ICA Amendment and Restatement Agreement” means the amendment and restatement agreement in respect of the Intercreditor Agreement, attaching the Form of Amended and Restated Intercreditor Agreement, in substantially the form attached at Appendix 8 (Form of Intercreditor Agreement Amendment and Restatement Agreement) to the Explanatory Statement, with such amendments as the Court may consent to or are otherwise made in accordance with this Restructuring Plan;

“Intercreditor Agreement” means the English law governed intercreditor agreement originally dated 13 July 2017 (and as amended and restated from time to time and most recently by an amendment and restatement agreement dated 12 November 2020) between, amongst others, the Company, the Senior Lenders, the Facility Agent and the Security Agent;

“Lenders” means the banks, financial institutions, trusts, funds or other entities from time to time being Lenders under (and as defined in) the Senior Facilities Agreement;

“Liability” means any debt, loss, damage, liability, cost, demand, action, cause of action, expense or obligation whatsoever, including whether it is present, future, prospective, actual or contingent, whether it is known or unknown, whether it is fixed or undetermined, whether asserted or unasserted, whether incurred solely or jointly or as principal or surety or in any other capacity, including, without limitation, whether or not it involves the payment of money or performance of an act or obligation or any failure to perform any obligation or any omission, whether for negligence, breach of duty, breach of trust or misrepresentation or otherwise, and whether it arises by contract (including, but not limited to, breaches or non-performance of contract), at common law, in equity or by statute or any regulation or in fact, in England and Wales or any other jurisdiction, or in any other manner whatsoever;

“Long-Stop Time” means:

(a) 11:59 p.m. (London time) on 14 November 2023; or

(b) 11:59 p.m. (London time) on such later date as may be agreed in writing (including via email) between the Company and the Facility Agent (acting on the instructions of the Majority Plan Creditors);

“Majority Ad Hoc Committee Members” means a member or members of the Ad Hoc Committee whose Debt (in aggregate, where applicable) constitutes more than 50 per cent. by value of the Debt beneficially owned by the Ad Hoc Committee;

“Majority Plan Creditors” means Eligible Plan Creditors holding in aggregate more than 50 per cent. of the aggregate amount of Debt held by Eligible Plan Creditors at the relevant time;

“Member State” means any member state of the European Union;

“Notice” means any notice or other communication to be given under or in connection with this Restructuring Plan (including any service of process in connection with a breach of this Restructuring Plan );

“Obligors” means:

(a) the Company;

(b) OEP Trafo B.V.;

(c) SGB-SMIT Beteiligung GMBH;

(d) Starkstrom-Gerätebau GmbH;

(e) Sächsisch-Bayerische Starkstrom-Gerätebau GmbH;

(f) SGB-SMIT International GmbH;

(g) SMIT Management B.V.;

(h) Royal SMIT Transformers B.V.;

(i) SGB SMIT USA Holding Inc.; and

(j) OTC Services Inc.;

“OFSI” means the Office of Financial Sanctions Implementation of His Majesty’s Treasury of the United Kingdom;

“OFSI Authorisation” means either:

(a) receipt from OFSI of a specific licence issued pursuant to Regulation 64 of the Russia (Sanctions) (EU Exit) Regulations 2019 authorising the Company, the other Obligors and the Facility Agent to engage in the conduct substantially corresponding to the conduct in respect of which the Company, the other Obligors and the Facility Agent sought authorisation pursuant to a licence application submitted to OFSI on 30 March 2023 (the “Licence Matters”); or

(b) granting by OFSI of a general licence issued pursuant to Regulation 64 of the Russia (Sanctions) (EU Exit) Regulations 2019 substantially covering the Licence Matters and which remains in full force and effect and has not been suspended or revoked;

“Parent” means SGB-SMIT Beteiligung GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung), incorporated in Germany and registered with the commercial register (Handelsregister) at the local court (Amtsgericht) of Frankfurt am Main with registration no. HRB 107988;

“Participating Member State” means a Member State that adopts or has adopted, and in each case continues to adopt, the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union;

“Plan Claim” means any claim or claims (whether actual or contingent) in respect of any Plan Liabilities, calculated in relation to voting on this Restructuring Plan as at the Record Time, including;

“Plan Creditors” has the meaning given to such term in the recitals to this Plan Document;

“Plan Default” means a default or event of default under the Existing Documents which is caused by, or is a consequence of, the Restructuring (including this Restructuring Plan) and/or its proposal and/or implementation and/or any steps taken in relation thereto (whether occurring prior to, at or after the Plan Effective Time);

“Plan Document” means this document;

“Plan Effective Time” means the date and time on which an office copy of the Sanction Order has been published in The Gazette;

“Plan Effective Time Notice” means a written Notice confirming that the Plan Effective Time has occurred;

“Plan Liability” means any Liability of the Company to a Lender arising, directly or indirectly, in relation to, or arising out of or in connection with, the Existing Documents, including in each case any Liability of the Company in respect of loss or damage suffered or incurred, whether directly or indirectly, as a result of or in connection with such Liability (including, without limitation, any interest accruing on, or accretions arising in respect of, such claims). Plan Liabilities shall not include any Liabilities which arise as a result of a failure to comply with all or any of the terms of the Restructuring Documents and/or this Restructuring Plan;

“Plan Meetings” means each meeting of the relevant Plan Creditors to vote on this Restructuring Plan convened on 7 June 2023 pursuant to the Convening Order (and any adjournment of such meetings);

“Plan Obligation” means any obligation of a Plan Creditor owed to the Company under or in connection with the Existing Documents;

“Proceeding” means any process, suit, action, legal or other proceeding including, without limitation, any arbitration, mediation, alternative dispute resolution, judicial review, adjudication, demand, execution, distraint, restraint, forfeiture, re-entry, seizure, lien, enforcement of judgment or enforcement of any security;

“RCF” means the Revolving Facility (as defined in the Senior Facilities Agreement);

“Recognised Transferee” means a person to whom a Plan Creditor has assigned or transferred any of its Plan Claims where such transfers are recognised by the Plan Company in accordance with Clause 11 (Assignments or transfers after the Record Time);

“Record Time” means 5.00 p.m. (London time) on 5 June 2023 or, if the date of the Plan Meetings changes to a date other than 7 June 2023, 5:00 p.m. (London time) on the date which is two Business Days prior to the date on which the Plan Meetings are held;

“Related Entity” in relation to an entity (the “First Entity”), means any investment managers or investment advisors of the First Entity, any person which is managed or advised by the First Entity in its capacity as investment manager or advisor, an entity which is managed or advised by the same investment manager or investment adviser as the First Entity (or its Affiliates) or, if it is managed by a different investment manager or investment adviser, an entity whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the First Entity (or its Affiliates);

“Related Liability” means any Liability of any Obligor (other than the Company) to a Plan Creditor arising, directly or indirectly, in relation to, or arising out of or in connection with, the Existing Documents, including in each case any Liability of any Obligor in respect of loss or damage suffered or incurred, whether directly or indirectly, as a result of or in connection with such Liability (including, without limitation, any interest accruing on, or accretions arising in respect of, such claims). Related Liabilities shall not include any Liabilities which arise as a result of a failure to comply with all or any of the terms of the Restructuring Documents and/or this Restructuring Plan;

“Related Obligation” means any obligation of a Plan Creditor owed to any Obligor (other than the Company) under or in connection with the Existing Documents;

“Related Party” means as to any person, such person’s past, present, and future direct and indirect subsidiaries, holding companies and any subsidiary of such persons direct or indirect holding company, shareholders, members, limited partners, general partners (including, without limitation, any partnership of which such person is a general partner), any investment manager or adviser or any other entity managed or advised by such person’s investment manager or adviser and any entity which such person manages or advises in its capacity as investment manager or adviser, and its and their respective affiliates, divisions, officers, directors, shareholders, equity-holders, members, partners (including, without limitation, any partnership of which such person is a general partner), advisory board members, board of representatives members, principals, employees, agents, attorneys, advisers, fiduciaries, representatives, nominees, predecessors, successors, assigns, and any other person (natural or otherwise), in each case, acting or purporting to act on behalf of any of the foregoing;

“Released Parties” means each of the following:

(a) the Obligors;

(b) the Group Companies;

(c) the Equity Investor;

(d) the Directors;

(e) the Advisers;

(f) the Plan Creditors;

(g) the Undertaking Parties; and

(h) any Related Party of any of the foregoing;

“Required Sanctions Approvals” means, to the extent legally required at the relevant time to implement the Restructuring in accordance with this Restructuring Plan:

(a) the OFSI Authorisation; and

(b) any other licence, authorisation or permission from any governmental or supra-governmental institution or agency responsible for the administering, enacting or enforcing of Sanctions;

“Restructuring” means the proposed extension of the maturity date of each of the Existing Facilities and certain other amendments to the terms of the Existing Documents pursuant to this Restructuring Plan and the Restructuring Documents;

“Restructuring Conditions” means:

(a) occurrence of the Plan Effective Time;

(b) receipt by the Company of the Required Sanctions Approvals; and

(c) the Long-Stop Time not having occurred;

“Restructuring Conditions Satisfaction Time” means the time at which all of the Restructuring Conditions have been satisfied or waived (as applicable) as notified in accordance with Clause 7.5;

“Restructuring Documents” means:

(a) the SFA Amendment and Restatement Agreement;

(b) the ICA Amendment and Restatement Agreement;

(c) the Fee Letter;

(d) the Security Confirmation Documents;

(e) the Equity Injection Documentation; and

(f) any other document, agreement, deed, instrument, certificate, notice or form necessary or desirable to support, facilitate, implement or otherwise give effect to the Restructuring;

“Restructuring Effective Time” means the time when all Restructuring Documents have become effective in accordance with their terms, as notified by the Company in accordance with Clause 7.7;

“Restructuring Plan” means the restructuring plan proposed to be made under Part 26A of the Act between the Company and the Plan Creditors in the form set out in this Plan Document, with or subject to any modification, addition or condition approved or imposed in accordance with Clause 15 (Modifications) of this Plan Document;

“Sanction Hearing” means the hearing of the Court for the purpose of obtaining the Sanction Order on or around 14 June 2023;

“Sanction Order” means the sanction order of the Court sanctioning this Restructuring Plan under section 901F of the Act;

“Sanctions” means any economic or financial sanctions laws or regulations, as amended from time to time, administered, enacted or enforced by the United States, the United Nations, the European Union or any of its Member States, the United Kingdom and any other jurisdiction applicable to any Obligor, any Group Company, the Facility Agent, the Guarantee Agent and/or the Security Agent (excluding the Russian Federation and the Republic of Belarus);

“Sanctions Disqualified Person” means a person from time to time that is designated under, or owned or controlled (as such terms are interpreted under applicable Sanctions) by one or more persons designated under, any Sanctions;

“Security Agent” means UniCredit Bank AG, London Branch as security agent under the Existing Documents;

“Security Confirmation Documents” means:

(a) a German law governed subsequent-ranking pledge over bank accounts to be entered into by, among others, the Parent, the Company, Starkstrom-Gerätebau GmbH, Sächsisch-Bayerische Starkstrom-Gerätebau GmbH and SGB-SMIT International GmbH;

(b) a German law governed subsequent-ranking pledge over the shares in the Parent; and

(c) a German law governed subsequent-ranking pledge over the shares in the Company, Starkstrom-Gerätebau GmbH, Sächsisch-Bayerische Starkstrom-Gerätebau GmbH and SGB-SMIT International GmbH;

“Senior Facilities Agreement” means the English law governed EUR 610,000,000 senior facilities agreement originally dated 13 July 2017 (as amended and restated from time to time and most recently by an amendment and restatement agreement dated 12 November 2020) between, among others, the Company, the financial institutions that are lenders thereunder, the Facility Agent and the Security Agent;

“SFA Amendment and Restatement Agreement” means the amendment and restatement agreement in respect of the Senior Facilities Agreement, attaching the Form of Amended and Restated Senior Facilities Agreement, in substantially the form attached at Appendix 6 (Form of Senior Facilities Agreement Amendment and Restatement Agreement) to the Explanatory Statement, with such amendments as the Court may consent to or are otherwise made in accordance with this Restructuring Plan;

“Senior Lenders” means the financial institutions from time to time being Senior Lenders under (and as defined in) the Intercreditor Agreement;

“Subsidiary” means an entity in respect of which a person has direct or indirect control or owns directly or indirectly more than 50 per cent. of the voting rights, voting capital or similar rights of ownership, and “control” for this purpose means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise;

“Undertaking Parties” means the persons giving undertakings pursuant to the Deeds of Undertaking; and

“Voting and Proxy Form” means a voting and proxy form substantially in the form set out in Appendix 4 (Form of Voting and Proxy Form) to the Explanatory Statement.

1.2 In this Plan Document, unless the context otherwise requires or otherwise expressly provides:

(a) references to any provision of any law, statute, statutory provision, regulation, regulatory rule or guidance are to be construed as referring to the same as it may have been, or may from time to time be modified, amended. or re-enacted, and as referring to all bye-laws, instruments, orders and regulations for the time being made under or deriving validity from the same;

(b) a reference to any party or person shall be construed as including its and any subsequent successors in title, permitted transferees and permitted assigns, in each case in accordance with their respective interests;

(c) references to “Recitals” and “Clauses” are references to recitals and clauses of this Plan Document;

(d) headings are for ease of reference only and shall not affect the interpretation of this Plan Document;

(e) references to a person include a reference to any individual, firm, company, corporation, unincorporated body of persons, government, state or agency of a state or any joint venture, association, trust or partnership (whether or not having separate legal personality) of two or more of the foregoing;

(f) references to an agreement, deed or document shall be deemed also to refer to such agreement, deed or document as amended, supplemented, restated, verified, replaced and/or novated (in whole or in part) from time to time and to any agreement, deed or document executed pursuant thereto;

(g) the singular includes the plural and vice versa and words importing one gender shall include all genders or no gender;

(h) references to “includes”, “included” and “including” shall be construed without limitation;

(i) any references to a Plan Creditor shall be references to a Plan Creditor in its capacities as Lender and Senior Lender and a Plan Creditor shall be required to take all steps and actions required in this Restructuring Plan to be taken by a Plan Creditor in any such capacities (as applicable);

(j) references to a period of days shall include Saturdays, Sundays and public holidays and where the date which is the final day of a period of days is not a Business Day, that date will be adjusted so that it is the first following day which is a Business Day;

(k) references to “EUR” are to the single currency of the Participating Member States;

(l) to the extent that there is any conflict or inconsistency between the terms of this Plan Document and the Explanatory Statement, the terms of the Plan Document shall prevail;

(m) any obligation or Liability of a Plan Creditor shall apply to its successors, transferees and assigns; and

(n) references to time are references to London time (Greenwich Mean Time or British Summer Time, as applicable).

2.1 On or as soon as reasonably practicable following the date of the Sanction Hearing, the Company shall arrange for an office copy of the Sanction Order (if made) to be published in The Gazette.

2.2 As soon as reasonably practicable after the Company is satisfied (acting reasonably) that the Plan Effective Time has occurred, the Company shall deliver to the Plan Creditors and the Undertaking Parties, via the Facility Agent (in the case of the Eligible Plan Creditors) or directly via the Company’s Lead Counsel (in the case of any Sanctioned Plan Creditors and the Undertaking Parties), the Plan Effective Time Notice in accordance with, and by the means set out in, Clause 18 (Notices) of this Plan Document.

2.3 The compromises and arrangements effected by this Restructuring Plan shall:

(a) apply to all Plan Claims and bind all Plan Creditors (and each of their respective permitted successors and assigns) and the Company;

(b) subject to the terms of its respective Deed of Undertaking, bind each Undertaking Party (and its respective successors and assigns); and

(c) bind each other person that has undertaken to be bound by the terms of this Restructuring Plan and their respective successors and assigns.

2.4 Subject to Clause 13 (Termination), this Restructuring Plan shall become effective at the Plan Effective Time and:

(a) all of the rights, title and interests of Plan Creditors to Plan Claims shall then immediately be subject to the compromises and arrangements set out in this Restructuring Plan and the Restructuring Documents to be entered into, executed and delivered, for and on behalf of the relevant Plan Creditors pursuant to this Restructuring Plan; and

(b) any Plan Defaults shall be waived.

The authorities, instructions, undertakings, covenants, releases, ratifications and waivers given by the Plan Creditors in favour of the Plan Company, the other Obligors and the Released Parties, where applicable, are given by each Plan Creditor in consideration for the rights accruing to each Plan Creditor under this Restructuring Plan, including the rights to be acquired by Plan Creditors pursuant to the Restructuring Documents to which they will be party.

4.1 With effect from the Plan Effective Time and notwithstanding any term of any relevant document, each Plan Creditor:

(a) hereby irrevocably authorises, appoints, instructs and empowers, and shall for all purposes be treated as having authorised, appointed, instructed and empowered, the Company (acting by its director(s), officer(s) or other duly appointed representatives as may by authorised by the Company from time to time for this purpose) as its true and lawful agent and attorney (and as true and lawful agent and attorney of its Recognised Transferees, if applicable) to, for and on behalf of each such Plan Creditor:

(i) enter into, sign, execute, deliver (whether as a deed or otherwise) and/or notarise and, if applicable, complete, date and release for and on behalf of each such Plan Creditor (including any Recognised Transferee) the Restructuring Documents to which that Plan Creditor is a party such that each Plan Creditor will become a party to and be bound by those Restructuring Documents, provided that any Restructuring Documents will only be released and delivered from escrow at the Restructuring Conditions Satisfaction Time in accordance with Clause 7 (Implementation of the Restructuring);

(ii) enforce any rights of the Plan Creditors under any Deeds of Undertaking to ensure the prompt execution by the Undertaking Parties of the Restructuring Documents; and

(iii) give any notice, consent, order, instruction, confirmation or direction (including with respect to the satisfaction or waiver, as applicable, of conditions precedent (other than the Restructuring Conditions) in relation to the Restructuring) or carry out any such other action, including, without limitation, giving any instructions to the Facility Agent, the Guarantee Agent and/or the Security Agent to the extent required, that the Company may consider reasonably necessary or desirable to implement or give effect to this Restructuring Plan, the Restructuring Documents and/or the Restructuring, and

the authority and power granted and conferred on the Company under this Clause 4 shall be, for all purposes whatsoever and without limitation, treated as having been granted by deed, and having effect notwithstanding that the Company may also be party to or benefit from a Restructuring Document in its own capacity, and the Company shall be entitled to delegate the authority and power granted and conferred on the Company under this Clause 4 to any director, officer or other duly appointed representative of the Company or any other member of the Group as it may consider necessary or reasonably desirable to implement this Restructuring Plan, and provided that the documents referred to above will only become effective in accordance with their respective terms (and subject to satisfaction or waiver of any applicable conditions precedent thereunder) whereupon they shall be unconditionally and irrevocably binding on all Plan Creditors and each of the other parties thereto;

(b) ratifies and confirms:

(i) any actions which the Company (acting by its director(s), officer(s) or other duly appointed representative as may by authorised by the Company from time to time for this purpose) may have legally taken or may legally take under the power of attorney granted pursuant to Clause 4.1(a) above;

(ii) entry by the Facility Agent, the Guarantee Agent and the Security Agent into the Deeds of Undertaking to which they are party, including where such entry occurs prior to the relevant instructions granted pursuant to Clause 5 (Instructions) taking effect, which entry shall be deemed to have been authorised and instructed by the requisite majority of Lenders or Senior Lenders (as the case may be) for the purposes of the Existing Documents with effect from the Restructuring Conditions Satisfaction Time;

(iii) any other actions which the Facility Agent, the Guarantee Agent and/or the Security Agent may have legally taken or may legally take in connection with the implementation of this Restructuring Plan and the Restructuring (including, without limitation, in accordance with Clause 5 (Instructions) below), provided that such actions are in accordance with the terms of this Restructuring Plan and all relevant laws and regulations; and

(iv) any actions which the Chair may have taken or may take in connection with the conduct of the Plan Meetings (including any exercise of discretion in accordance with the Explanatory Statement), provided that such actions are in accordance with the terms of this Restructuring Plan;

(c) grants powers of attorney with the same scope as those authorisations and directions provided by the Plan Creditors pursuant to this Clause 4 for the benefit of a specified person in order to notarise and/or apostille any Restructuring Document; and

(d) undertakes to the Company to take all other steps and actions as may be necessary or desirable for the purposes of implementing and giving effect to this Restructuring Plan.

4.2 Notwithstanding any other provision of this Restructuring Plan, each Plan Creditor agrees to and shall be bound by and shall comply with, and shall for all purposes be treated as having agreed to and be bound by, each applicable Restructuring Document after it has been executed by the Company on its behalf in accordance with this Clause 4.

4.3 Once a Restructuring Document has been fully executed, dated, released and (if applicable) delivered, the authority granted by each Plan Creditor to the Company under this Clause 4 shall expire automatically in respect of that Restructuring Document at that time and, thereafter, that Restructuring Document may only be amended in accordance with its terms. Any remaining authorities granted by the Plan Creditors to the Company under this Clause 4 shall terminate upon the occurrence of the Restructuring Effective Time.

5.1 Without prejudice to the authority conferred on the Company pursuant to Clause 4 (Authorisation to execute and undertaking to be bound by the Restructuring Documents), with effect from:

(i) the Plan Effective Time (in the case of the Guarantee Agent); and

(ii) the Restructuring Conditions Satisfaction Time (in the case of the Facility Agent and the Security Agent),

each Plan Creditor irrevocably authorises and instructs, and shall for all purposes be treated as having irrevocably authorised and instructed, and such authority and instruction shall constitute due authority and instruction on behalf of the requisite majority of Lenders or Senior Lenders (as the case may be) for the purposes of the Existing Documents, each of the Facility Agent, the Guarantee Agent and the Security Agent to:

(a) enter into, sign, execute, deliver (whether as a deed or otherwise) and/or notarise and, if applicable, complete, date and release (or authorise the Company to release), and perform its obligations under, the Restructuring Documents to which the Facility Agent, the Guarantee Agent and/or the Security Agent (as applicable) is named as a party; and

(b) enter into, sign, execute, deliver (whether as a deed or otherwise) and/or notarise and, if applicable, complete, date and release (or authorise the Company to release), and perform its obligations under, any agreement, letter or other document and take all such steps and do all such things or acts as may be necessary or desirable to be executed, taken or done by it for the purposes of facilitating the implementation of, and giving effect to, the terms of this Restructuring Plan and the Restructuring,

provided that the documents referred to above will only become effective in accordance with their respective terms (and subject to satisfaction or waiver of any applicable conditions precedent thereunder) whereupon they shall be unconditionally and irrevocably binding on the Facility Agent, the Guarantee Agent and/or the Security Agent (as applicable) and each of the other parties thereto;

(c) authorise, appoint and instruct the Company to perform the obligations of the Facility Agent, the Guarantee Agent and the Security Agent, respectively, under this Clause 5 to implement this Restructuring Plan; and

(d) act and rely, without further verification, on any written instruction from the Company (acting on behalf of all Plan Creditors pursuant to the authority granted to it under Clause 4 (Authorisation to execute and undertaking to be bound by the Restructuring Documents)) to take any action referred to in this Clause 5 which instruction certifies that any such action required of the Facility Agent, the Guarantee Agent or the Security Agent, as applicable, is in compliance with such provision and this Restructuring Plan.

5.2 The authority and instructions granted and conferred on the Facility Agent, the Guarantee Agent and the Security Agent under this Clause 5 shall be, for all purposes whatsoever and without limitation, treated as having been granted by deed.

5.3 Neither the Facility Agent nor the Security Agent shall be obliged to take any steps or enter into any documentation pursuant to the terms of any Deed of Undertaking or otherwise pursuant to the terms of this Restructuring Plan prior to the instructions granted to them pursuant to this Clause 5 taking effect upon the occurrence of the Restructuring Conditions Satisfaction Time, except that:

(e) each of the Facility Agent and the Security Agent shall enter into the Deed of Undertaking to which they are party (which Deed of Undertaking, for the avoidance of doubt, shall take effect from and subject to the occurrence of the Plan Effective Time); and

(f) the Facility Agent shall comply with its obligations to distribute Notices to Eligible Plan Creditors in the manner and at such times as set out in this Restructuring Plan,

with such actions, in each case, being subject to the Plan Creditors’ ratification and confirmation pursuant to Clause 4.1(b) above.

5.4 The Company and each Plan Creditor hereby agree that the Facility Agent, the Guarantee Agent and the Security Agent shall be entitled to enforce and enjoy the benefit of, and rely upon each term in, this Restructuring Plan.

Pursuant to and subject to the terms of the Deeds of Undertaking executed by them, the Undertaking Parties undertake to (in the case of the Facility Agent and the Security Agent, subject to Clause 5.3 above at and following the occurrence of the Restructuring Conditions Satisfaction Time only) take all steps and execute all such documents as are required to give effect to the Restructuring (including the Restructuring Documents to which they will be a party and the documentary conditions precedent to them) but, for the avoidance of doubt, not including any actions or steps which would require the Undertaking Parties to be in breach of any law or regulation.

7.1 As soon as reasonably practicable following:

(a) the Plan Effective Time, and in any event prior to the Long-Stop Time, the Company, each Undertaking Party (other than the Facility Agent and the Security Agent) and (subject to Clause 7.2 below) the Plan Creditors; and

(b) the Restructuring Conditions Satisfaction Time, and in any event prior to the Long-Stop Time, the Facility Agent and the Security Agent,

shall, in each case, execute each Restructuring Document to which they are a party and which shall, in the case of Restructuring Documents executed following the Plan Effective Time but prior to the Restructuring Conditions Satisfaction Time, be held in escrow by the Company and shall not be released, delivered or effective until the Restructuring Conditions Satisfaction Time occurs.

7.2 The Restructuring Documents required to be executed by a Plan Creditor pursuant to this Clause 7 may be executed by the Company on such Plan Creditor’s behalf following the occurrence of the Plan Effective Time in accordance with the authority granted under Clause 4 (Authorisation to execute and undertaking to be bound by the Restructuring Documents).

7.3 The execution of each Restructuring Document to which it is a party, and the performance of its other obligations under this Plan Document by the Company, will discharge the obligations owed by the Company to the Plan Creditors under this Restructuring Plan.

7.4 Subject to the other provisions of this Plan Document:

(a) each Plan Creditor shall be entitled to the rights and benefits accruing to that Plan Creditor under:

(i) this Restructuring Plan from the Plan Effective Time; and

(ii) each Restructuring Document (to the extent it is a party thereto or has rights thereunder or the Facility Agent is party thereto) from the date on which such Restructuring Document becomes effective in accordance with its terms; and

(b) all of the existing rights and benefits of the Plan Creditors in respect of the Company shall be subject to the compromises and arrangements provided by:

(i) this Restructuring Plan from the Plan Effective Time; and

(ii) each Restructuring Document from the date on which such Restructuring Document becomes effective in accordance with its terms.

7.5 As soon as reasonably practicable following satisfaction or waiver (as applicable) of all Restructuring Conditions, the Majority Ad Hoc Committee Members (acting reasonably and in good faith) shall provide written notice (which may be provided via email by their respective Advisers on their behalf) to the Company and the Facility Agent (in each case for onward distribution to all Plan Creditors) and the Undertaking Parties confirming the same and confirming that the Restructuring Conditions Satisfaction Time has occurred.

7.6 Immediately upon notification of the Restructuring Conditions Satisfaction Time, the Company shall release from escrow, date and deliver all Restructuring Documents on its own behalf and on behalf of all other signatories thereto, including all Plan Creditors and Undertaking Parties party to the relevant documents, whereupon the Restructuring Documents shall be unconditionally and irrevocably binding on all Plan Creditors, the Undertaking Parties and each of the other parties thereto in accordance with their terms (and subject to satisfaction or waiver of any applicable conditions precedent thereunder) without any further action by any party.

7.7 As soon as reasonably practicable following completion of the steps set out in Clause 7.6 above, the Company shall give written notice to all Plan Creditors and the Undertaking Parties (which may be provided via email by its Advisers on its behalf), via the Facility Agent (in the case of the Eligible Plan Creditors) or directly (in the case of any Sanctioned Plan Creditors and the Undertaking Parties), confirming that the Restructuring Effective Time has occurred.

8.1 Each of the Related Liabilities and the Related Obligations shall be modified, amended, varied and/or waived (as applicable) pursuant to the terms of this Restructuring Plan at such times and in such manner as if they were Plan Liabilities and Plan Obligations, respectively, and in accordance with the terms of the Restructuring Documents.

8.2 As from the Restructuring Effective Time:

(a) no Plan Creditor (or any of its successors and assignees (including any Recognised Transferee)) shall be entitled to or shall seek to:

(i) exercise any rights, remedies, powers or discretions (including taking any enforcement action) (or instruct, direct or encourage any other person to do the same);

(ii) commence, take or continue, or support any person commencing, taking or continuing, or instruct any person to commence, take or continue any Proceeding or other judicial, quasi-judicial, administrative or regulatory process in any jurisdiction whatsoever against any Obligor; or

(iii) seize, attach and/or enforce or execute liens or judgments against any Obligor’s or any other Group Company’s property or transfer, encumber or otherwise dispose of or interfere with any Group Company’s assets or agreements to the extent such actions affect any Obligor’s or other Group Company’s assets in any jurisdiction (or instruct any other person to do the same),

in each case, under the terms of the Existing Documents as in effect immediately prior to that time or in any other manner whatsoever which is inconsistent with the terms of this Restructuring Plan (including Clause 8.1 above) and the Restructuring Documents; and

(b) each Plan Creditor shall be obliged to comply with its respective Related Obligations as modified, amended, varied and/or waived (as applicable) pursuant to the terms of this Restructuring Plan and in accordance with the terms of the Restructuring Documents.

8.3 One of the Company’s subsidiaries, Starkstrom-Gerätebau GmbH, is borrower under certain Ancillary Facilities. The Company, on behalf of Starkstrom-Gerätebau GmbH, shall seek the bilateral agreement of each Lender which has made available any such Ancillary Facility to modify, amend, vary and/or waive the terms of that Ancillary Facility in a manner consistent with the corresponding modifications, amendments, variations and/or waivers imposed pursuant to the terms of this Restructuring Plan (including Clause 8.1 above) and the Restructuring Documents (an “Ancillary Facility Bilateral Agreement”). Irrespective of any agreement of any such modifications, amendments, variations and/or waivers in respect of the Ancillary Facilities, the provisions of the Senior Facilities Agreement in respect of the Ancillary Facilities shall continue in full force and effect (as modified, amended, varied and/or waived pursuant to the terms of this Restructuring Plan and the Restructuring Documents with effect from the Restructuring Effective Time). In particular (but without limitation), paragraph (b) of clause 11.4 (Repayment of Ancillary Facility) of the Senior Facilities Agreement shall apply in respect of any Lender with an Ancillary Facility in respect of which an Ancillary Facility Bilateral Agreement is not achieved.

9.1 Subject to Clause 9.2 below, with effect from the Restructuring Effective Time, each Plan Creditor shall, irrevocably and unconditionally, fully and finally, waive, release and discharge forever to the fullest extent permitted by applicable law any and all Liabilities, in each case that were ever owed, may be owing to or may hereafter become owing to it or any of its Related Parties in any capacity whatsoever by or from all and any Released Party whatsoever, whensoever or howsoever arising, in connection with or by reason of or resulting directly or indirectly from a Released Party’s participation in the preparation, discussions, negotiation, sanction, execution or implementation of this Restructuring Plan and/or the Restructuring and all and any documentation ancillary or related thereto (including, without limitation, the Restructuring Documents).

9.2 Each release, waiver and discharge effected by the terms of Clause 9.1 above shall not extend to any Liability:

(a) arising or resulting from gross negligence, wilful misconduct or fraud;

(b) against any Adviser arising under, or relating to, a duty of care owed to such Adviser’s client or arising under a duty of care to another person which has been specifically and expressly accepted or acknowledged in writing by that Adviser; or

(c) under the Existing Documents or the Restructuring Documents, save to the extent that any such Liability is a Plan Claim.

9.3 A Released Party shall be entitled to enforce and enjoy the benefit of and rely upon this Clause 9 whether or not it is a party to this Restructuring Plan. The parties to this Restructuring Plan shall not be entitled to rescind or vary any term of this Clause 9 in a manner prejudicial to a Released Party without the consent of the relevant Released Party.

10.1 With effect from the Plan Effective Time until the Restructuring Effective Time, or, if earlier, the Long-Stop Time (such period, the “Standstill Period”), each Plan Creditor, subject to the remainder of this Clause 10, in each case on behalf of itself and each of its successors and assignees (including any Recognised Transferee) hereby irrevocably and unconditionally undertakes that it will not:

(a) exercise any rights, remedies, powers or discretions (including taking any Enforcement Action) under or in respect of any Existing Documents (or instruct, direct or encourage any other person to do the same);

(b) vote, allow any proxy to vote or instruct another relevant person to vote (to the extent that it is legally entitled to instruct such person to vote) in favour of any Enforcement Action;

(c) commence, take or continue, or support any person commencing, taking or continuing, or instruct any person to commence, take or continue any Proceeding or other judicial, quasi-judicial, administrative or regulatory process in any jurisdiction whatsoever against any Released Party; or

(d) seize, attach and/or enforce or execute liens or judgments against the Company’s, any other Obligor’s or any other Group Company’s property or transfer, encumber or otherwise dispose of or interfere with the Company’s or any other Group Company’s assets or agreements to the extent such actions affect the Company’s, any other Obligor’s or any other Group Company’s assets in any jurisdiction (or instruct any other person to do the same),

in each case arising out of or in connection with:

(x) any or all rights and/or remedies which any Plan Creditor may have in respect of any failure by the Company or any other Obligor to make any payment in respect of any Liabilities under the Existing Documents upon the occurrence of the Termination Date (as defined in the Senior Facilities Agreement) in respect of the RCF and/or the Bonding Facility in accordance with the Existing Documents;

(y) the negotiation, preparation, implementation and/or consummation of this Restructuring Plan or the Restructuring;

(z) the execution and (where applicable) delivery of the Restructuring Documents; or

(aa) the execution of this Plan Document, or the taking of any steps or actions necessary or desirable to implement the transactions contemplated in this Restructuring Plan and the Restructuring Documents and the carrying out of the actions, steps and transactions contemplated by this Restructuring Plan.

10.2 However, this Clause 10 shall not:

(a) in any way impair or prejudice any rights of any Plan Creditor arising under any Restructuring Document (including as a consequence of non-compliance with the terms of any Restructuring Document, other than if such non-compliance or the consequences thereof have been expressly waived by the relevant Plan Creditor) or any remedy in respect of such right;

(b) apply to any claim or liability in respect of gross negligence, fraud or wilful misconduct by any Released Party;

(c) oblige any Plan Creditor to take any action whatsoever; and/or

(d) in any way impair or prejudice any rights of a Plan Creditor to seek directions or an adjudication of the Court in relation to the terms of this Restructuring Plan,

in each case, other than as contemplated by, and in accordance with, the terms of this Restructuring Plan or any Restructuring Document or with the intent of giving effect to the Restructuring.

10.3 A Released Party shall be entitled to enforce and enjoy the benefit of and rely upon this Clause 10 whether or not it is a party to this Restructuring Plan. The parties to this Restructuring Plan shall not be entitled to rescind or vary any term of this Clause 10 in a manner prejudicial to a Released Party without the consent of the relevant Released Party.

The Plan Creditors and the Company agree that, should the Availability Period under (and as defined in) the Senior Facilities Agreement in respect of the Bonding Facility and the RCF come to an end and/or the Termination Date under (and as defined in) the Senior Facilities Agreement occur, in each case prior to the Restructuring Effective Time, without prejudice to Clause 10 (Standstill and stay of Proceedings) above:

(a) the Availability Period in respect of each of the Bonding Facility and the RCF shall for all purposes under the Existing Documents be deemed to be extended;

(b) any cancellation of the Bonding Facility Commitments and/or the Revolving Facility Commitments pursuant to clause 5.6 (Cancellation of Commitment) of (and each as defined in) the Senior Facilities Agreement shall be suspended; and

(c) any defaults or events of default under the Existing Documents arising during the Standstill Period and which would restrict the Borrowers’ ability to request the issuance of further Bonding Facility Guarantees or make further drawings under the RCF shall be waived,

in each case for the duration of the Standstill Period such that the Bonding Facility shall remain available for the issuance of further Bonding Facility Guarantees and the RCF shall remain available for further drawings, in each case upon request by the Borrowers in accordance with and subject to all other terms of the Senior Facilities Agreement; and

(d) following expiry of the Standstill Period other than upon occurrence of the Restructuring Effective Time, all Liabilities outstanding under the Bonding Facility and the RCF shall become payable within ten Business Days of demand.

12.1 Unless expressly provided otherwise herein, all Plan Claims shall be determined as at the Record Time.

12.2 The Plan Company shall be under no obligation to recognise any assignment or transfer of any Plan Claims after the Record Time other than any assignment or transfer which occurs pursuant to any Restructuring Document, and has no obligations hereunder to any person other than the Plan Creditors, provided that, where the Company has received from the relevant parties notice in writing of such assignment or transfer prior to the Restructuring Conditions Satisfaction Time, the Company may, in its absolute discretion and subject to such evidence as it may reasonably require, agree to recognise such assignment or transfer for the purposes of determining entitlements under this Restructuring Plan, subject always to Clause 12.3 below.

12.3 Each Plan Creditor acknowledges and agrees that, in the event that any Plan Creditor transfers or assigns its Plan Claim in accordance with Clause 12.2 above, the Company may, on or prior to the Restructuring Conditions Satisfaction Time, make such minor mechanical or technical amendments to the Restructuring Documents to the extent necessary solely to reflect the change in ownership of a Plan Claim. Each Plan Creditor authorises the Company to consent to and enter into any amendments to the Restructuring Documents which are made in accordance with this Clause 12.3.

12.4 Any assignee or transferee of a Plan Claim so recognised by the Company shall be bound by the terms of this Restructuring Plan and shall be treated as having been a Plan Creditor for the purposes of this Restructuring Plan.

13.1 In the event that a step in Clause 7 (Implementation of the Restructuring) does not occur by the Long-Stop Time:

(a) as soon as reasonably practicable, the Company shall notify the Plan Creditors and the Undertaking Parties;

(b) all other steps in Clause 7 (Implementation of the Restructuring) will be deemed not to have occurred and any actions taken under or pursuant to Clause 7 (Implementation of the Restructuring) or otherwise taken to implement this Restructuring Plan shall have no valid or binding legal effect;

(c) all other such steps due to be taken under or pursuant to this Restructuring Plan will not occur or will be deemed not to have occurred and any deed, document or agreement in accordance with, or pursuant to, this Restructuring Plan will be rescinded (insofar as legally possible) and deemed to never have become effective, the rights of each Plan Creditor and the Company will not be affected and each such Plan Creditor and the Company will be put back into the position they were in prior to the date such deed, document or agreement was executed, delivered or released (as applicable);

(d) the terms of and obligations on the Company and the Plan Creditors pursuant to this Restructuring Plan shall lapse and any actions taken, and compromises, releases or waivers imposed or granted under or pursuant to this Restructuring Plan shall have no valid or binding effect (legal or otherwise) and be deemed to be null and void and not having occurred;

(e) to the extent legally possible, all parties shall take all steps reasonably necessary or desirable to unwind any such steps which have been completed such that the terms of this Restructuring Plan shall be treated as having no valid or binding effect; and

(f) to the fullest extent permitted by law, each Group Company (other than the Company), each Plan Creditor, the Facility Agent, the Guarantee Agent and the Security Agent shall have no liability whatsoever to the Company, any Plan Creditor or any other person in connection with this Restructuring Plan, the Restructuring Documents, any step taken in connection with this Restructuring Plan and/or the unwind of any step taken in connection with this Restructuring Plan.

13.2 Notwithstanding Clause 13.1 above, the termination of this Restructuring Plan shall not limit the effectiveness of Clause 1 (Definitions and interpretation), this Clause 13 or Clause 25 (Governing Law and jurisdiction).

14.1 Subject to Clause 14.2 below, any Restructuring Condition may be waived only with the written consent of the Company and the Majority Plan Creditors.

14.2 Any waiver of the Restructuring Condition set out in paragraph (b) of the definition thereof shall additionally require the written consent of the Facility Agent.

15.1 Subject to the remainder of this Clause 15:

(a) any minor, technical or implementation amendments or modifications to the terms of this Plan Document which have no substantial effect on the rights or interests of the Plan Creditors and impose no additional obligations on the Plan Creditors may be made with the consent of the Majority Plan Creditors and the Company; and

(b) any other amendments or modifications to the terms of this Plan Document can only be made with the consent of all Plan Creditors and the Company.

15.2 Any amendments or modifications to:

(a) the Restructuring Condition set out in paragraph (b) of the definition thereof or any related defined terms; and

(b) any provisions of this Plan Document which stipulate that an obligation of the Facility Agent is conditional upon the occurrence of the Restructuring Conditions Satisfaction Time which seek to amend or modify such condition,

shall additionally require the consent of the Facility Agent.

15.3 The Company may, at any hearing of the Court to sanction this Restructuring Plan, consent on behalf of all Plan Creditors to any modification of or addition to this Plan Document and/or any Restructuring Document or any terms or conditions which the Court may think fit to approve or impose.

15.4 With effect from the Plan Effective Time and notwithstanding any term of any relevant document, each Plan Creditor irrevocably authorises, directs, instructs and empowers the Company (acting by its director(s), officer(s) or other duly appointed representatives as may by authorised by the Company from time to time for this purpose) to, in respect of the Restructuring Documents to which such Plan Creditor is expressed to be a party:

(a) agree on its behalf to any amendments which the Company may deem necessary or desirable in order to correct any manifest error or otherwise to make any amendments for the purposes of ensuring that they reflect the terms of this Restructuring Plan and the transactions intended to be entered into in order to effect the Restructuring;

(b) complete any blanks and placeholders including, without limitation, any dates, times, figures, bank account details, notice provisions or legal entity names, registration numbers, lists of parties, formulae, schedules, annexes or similar and/or signature blocks to reflect the relevant information as at the applicable date;

(c) insert the calculation or completion of any allocations to any Plan Creditor or any other party under the Restructuring Documents in accordance with the terms of this Restructuring Plan;

(d) insert:

(i) the Pro-Forma EBITDA levels for each Quarter Date to be set out in the column titled “Column (2) Pro-Forma EBITDA”, as finally determined by the Company on the basis of the information provided for this purpose by KPMG AG Wirtschaftsprüfungsgesellschaft, in clause 27.13 (Statement by IDW S6 provider); and

(ii) the Leverage Ratios for each Quarter Date to be set out in the column titled “Column (2) Leverage Ratio”, as finally determined by the Company on the basis of the information provided for this purpose by KPMG AG Wirtschaftsprüfungsgesellschaft, in clause 28.3 (Leverage),

in each case, of (and with terms used in this paragraph (d) as defined in) the Form of Amended and Restated Senior Facilities Agreement;

(e) make minor, technical or implementation amendments which would not have an adverse effect on the interests of the Company or the Plan Creditors or impose any additional obligation on the Plan Creditors;

(f) ensure that they are legal, valid, binding and enforceable upon the parties to them in accordance with this Restructuring Plan and may be duly executed and delivered, provided that such amendments would not have an adverse effect on the interests of the Company or the Plan Creditors; and/or

(g) take into account any modification of, or addition to, or waiver of, this Restructuring Plan and/or the Restructuring Documents approved or imposed by the Court in accordance with this Clause 15.

If at any time any provision of this Restructuring Plan is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of that provision under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision of this Restructuring Plan under the law of that jurisdiction will in any way be affected or impaired thereby.

If any obligation is to be performed under the terms of this Restructuring Plan on a day other than a Business Day and is not capable of being performed on such date, the relevant obligation shall be performed on the next Business Day.

18.1 Any Notice (other than any Voting and Proxy Form, which shall be delivered in accordance with the instructions contained therein) shall be given in writing to:

(a) in the case of the Company, any other Obligor or any other Group Company, to Latham & Watkins (London) LLP, marked for the attention of Bruce Bell, Maria Holzhammer, Tom Davies and Amy Simmons at email address: PROJECTPOWER@lw.com;

(b) in the case of a Plan Creditor, to the Facility Agent, marked for the attention of Alexander Lang at email address: alexanderthomas.lang@unicredit.de;

(c) in the case of the Facility Agent or the Security Agent, to the Facility Agent, marked for the attention of Alexander Lang at email address: alexanderthomas.lang@unicredit.de, copying Megatron@kirkland.com;

(d) in the case of the Guarantee Agent, to frank.rommelfanger@commerzbank.com and Agency@commerzbank.com;

(e) in the case of the Equity Investor, for the attention of the board members Sander Harmzen at email address sander.harmzen@oneequity.com, Rob Harmzen at email address rob.harmzen@oneequity.com and Marc Lindhorst at email address marc.lindhorst@oneequity.com; and

(f) in the case of any other person, any address set forth for that person in any agreement entered into in connection with this Restructuring Plan or the last known address or email address according to the Company.

18.2 Any Notice (other than any Voting and Proxy Form, which shall be delivered in accordance with the instructions contained therein) shall be deemed to have been delivered and served on the Business Day it is actually received in readable form, or, if such receipt in readable form occurs after 5.00 p.m. in the place of receipt, the following Business Day, except that any Notice made by or attached to an email will be deemed received only on the first to occur of the following:

(a) when it is dispatched by the sender to each of the relevant email addresses specified by the recipient, unless for each of the addressees of the intended recipient the sender receives an Email Error Message within one hour after dispatch of the email by the sender;

(b) the sender receiving a message from the intended recipient’s information system confirming delivery of the email; and

(c) the email being available to be read at one of the email addresses specified by the recipient,

provided that, in each case, the email is in an appropriate and commonly used format, and any attached file is a doc, docx, pdf, xlsx, ppt, jpeg, tiff or other appropriate and commonly used format.

18.3 The accidental omission to send any Notice in accordance with this Clause 18 or the non-receipt of any such Notice by any Plan Creditor shall not affect the provisions of this Plan Document.

Any communication provided under or in connection with this Restructuring Plan must be in English, or if not in English accompanied by a certified translation into English (which shall, in the event of any inconsistencies, prevail).

Where, under or pursuant to any provision of this Restructuring Plan, a matter is to be determined by the Company, it shall be determined by the directors (Geschäftsführer) jointly or by one director (Geschäftsführer) together with an authorised signatory (Prokurist), in each case in their discretion in such manner as they may consider fair and reasonable, taking into account advice provided by their legal advisers, and their decision shall, insofar as permitted by law, be final and binding on all concerned.

Without prejudice to any rights that any Group Company might otherwise have in connection with this Restructuring Plan, any Group Company shall be entitled to make an application to the Court for directions at any time in connection with any matter arising under or in relation to this Restructuring Plan proposed by that Group Company.

This Restructuring Plan shall not be affected by any liquidation, administration or other insolvency process or analogous process in any jurisdiction after the Plan Effective Time and this Restructuring Plan shall continue in full force and effect according to its terms.

23.1 Other than as set out in this Restructuring Plan, no person other than a party to this Restructuring Plan has any right to enforce or to enjoy the benefit of any term of this Restructuring Plan.

23.2 The Chair may rely on and enforce the terms of this Restructuring Plan.

24.1 The Company may perform its rights, powers, duties, discretions and/or obligations through such one or more authorised representatives, acting jointly or severally, as it may appoint from time to time.

24.2 The Company may also delegate its rights, powers, duties, discretions and/or obligations (including the execution and delivery of any document or instrument) to any person it deems appropriate, in its sole discretion.

25.1 The operative terms of this Restructuring Plan and any non contractual obligations arising out of or in connection with this Restructuring Plan shall be governed by and construed in accordance with the laws of England and Wales.

25.2 The Plan Creditors hereby agree that the Court shall have exclusive jurisdiction to hear and determine any suit, action or Proceedings and to settle any dispute which arises out of or in connection with the Explanatory Statement, any provision of this Restructuring Plan or its implementation or out of any action taken or omitted to be taken under this Restructuring Plan or in connection with the administration of this Restructuring Plan and, for such purposes, the Plan Creditors irrevocably submit to the jurisdiction of the Court, provided, however, that nothing in this Clause 25 shall:

(a) affect the validity of other provisions determining governing law and jurisdiction as between the Company and any of the Plan Creditors, whether contained in any contract (including any Restructuring Document) or otherwise; or

(b) prevent the Company or any Released Party from relying upon the provisions of this Restructuring Plan in any foreign court or in any foreign Proceedings.

25.3 The terms of this Restructuring Plan and the obligations imposed on the Company (and, for the avoidance of doubt, those terms and obligations which may be construed as being imposed on any Undertaking Party) hereunder shall take effect subject to any prohibition or condition imposed by applicable law.

DATED 14 JUNE 2023

Claim No: CR-2023-001973

In the High Court of Justice

Business and Property Courts of England and Wales

INSOLVENCY AND COMPANIES LIST (ChD)

Before the Honourable Sir Alastair Norris sitting in retirement

Date: 14 June 2023

The Court sent this order and sealed copies for service to:-

Latham & Watkins (London) LLP

99 Bishopsgate, London, EC2M 3XF

FAO: Oliver Browne, Robin Spedding and Callum Rodgers

Tel: (+44) 20 7710 1000

Solicitors for the Applicant Company