EQS-News: Travelex Issuerco 2 Plc: Consent solicitation - New Money Notes Reduction

Travelex Issuerco 2 Plc (“Travelex”)

5 May 2026

Travelex announces consent solicitation in respect of the new money notes

Overview

Travelex Issuerco 2 Plc (the “Issuer”) today announces a consent solicitation (the “Consent Solicitation”) in respect of the 3.01% Senior Guaranteed Secured Notes due 2029 (Reg S: ISIN: XS2248458049; Common Code: 224845804 / Rule 144A: ISIN: XS2248458551; Common Code: 224845855) (the “Sterling Last-Out Notes”); the 15% Senior Guaranteed Secured Notes due 2028 (Reg S: ISIN: XS3194920388; Common Code: 319492038 / Rule 144A: ISIN: XS3194920628; Common5: 319492062) (the “Sterling First-Out Notes”); and the 3.01% Senior Guaranteed Secured Notes due 2029 (Reg S: ISIN: XS2248456936; Common Code: 224845693 / Rule 144A: ISIN: XS2248457405; Common Code: 224845740) (the “Euro Notes” and together with the Sterling Last-Out Notes, the “Last-Out Notes”, and the Last-Out Notes together with the Sterling First-Out Notes, the “Notes”).

Capitalised terms used in this announcement (the “Announcement”) and not defined herein shall have the meanings ascribed to them in the Notice of Written Resolution dated 5 May 2026 (the “Notice of Written Resolution”). The Notice of Written Resolution is given to the Noteholders through the Clearing Systems.

This announcement does not contain the full terms and conditions of the Consent Solicitation, which are contained in the Notice of Written Resolution.

The Consent Solicitation is being launched in order to seek the approval of the Noteholders by way of a Written Resolution (the “Written Resolution”) (which is proposed as an Extraordinary Resolution of the Sterling Noteholders and as an Extraordinary Resolution of the Euro Noteholders, respectively, in accordance with the provisions of the Trust Deeds) to:

1. reduce the value of the Last-Out Notes by 70 per cent. by way of the application of the pool factor adjustment (the “Notes Reduction”) such that their value is, immediately after the pool factor adjustment has been made, reduced by 70 per cent. If approved by the requisite majorities, the Notes Reduction will be implemented by way of the Notes Trustee instructing the Clearing Systems, on the date the Written Resolution is passed, to apply the pool factor adjustment as described above; and
2. in connection with the Notes Reduction, effect a corresponding reduction of 70 per cent. of the outstanding principal amount of each of the Proceeds Loans Agreements, such that, following the Notes Reduction, the value of the proceeds loans under the Proceeds Loans Agreements is reduced by 70 per cent. (the “Proceeds Loans Reduction”). If approved by the requisite majorities, the Proceeds Loans Reduction will be implemented by way of amendment letter,

in each case, as described in further detail in the Notice of Written Resolution.

Implementation

The implementation of the Written Resolution shall be conditional on the requisite majorities of Noteholders providing their confirmations of consent to the Written Resolution being satisfied by Noteholders. No amendment to the Last-Out Sterling Notes will be effective unless the same amendment is made to the terms of the Euro Notes and vice versa.

A Noteholder wishing to consent to the terms of the Written Resolution must submit an irrevocable electronic voting instruction via their Direct Participant to the relevant Clearing System in accordance with the procedures of, and by the earlier deadlines specified by, such Clearing System for receipt on or prior to 5.00pm (London time) on 3 June 2026 (the “Submission Deadline Date”).

Each accountholder must block the Notes in its account until the Submission Deadline Date in accordance with the usual operating procedures of the relevant Clearing System. Notifications of consent once given cannot be revoked.

Notice of the results of voting on the Written Resolution will be delivered by the Clearing Systems to the Tabulation Agent.

Subject to consent to the terms of the Written Resolution being obtained from the holders of:

1. in respect of the Notes Reduction, (A) not less than 94 per cent. in aggregate outstanding principal amount of the Notes; and (B) not less than 94 per cent. in aggregate outstanding principal amount of the Sterling First-Out Notes; and

2. in respect of the Proceeds Loans Reduction not less than 66^2/3 per cent. in aggregate outstanding principal amount of the Notes,

in accordance with the procedures referred to in the Notice of Written Resolution, the Written Resolution shall be signed by the Registered Holder, acting on the instructions of such holders, and the Notes Reduction and Proceeds Loans Reduction will be implemented. The Registered Holder shall sign the Written Resolution as soon as practicable following receipt by the Tabulation Agent of consents from Noteholders holding not less than the majorities specified above, which may occur prior to the Submission Deadline Date, and in any event by no later than 3 June 2026.

Any questions regarding the procedure in relation to the Written Resolution may be directed to the Tabulation Agent at the following address:

GLAS Specialist Services Limited

Address: 10 Old Bailey, 2nd Floor, London, EC4M 7NG

Email: lm@glas.agency

Reference: Travelex – Consent Solicitation

Solicitation and distribution restrictions

The distribution of this announcement in certain jurisdictions may be restricted by law, and persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions.

Nothing in this announcement constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to sell any security in any jurisdiction and participation in the Consent Solicitation by a Noteholder in any circumstances in which such participation is unlawful will not be accepted.

Each Noteholder participating in the Consent Solicitation will be required to make certain representations, as set out in the Notice of Written Resolution.

Enquiries:

Travelex

For investor related queries:

Victoria.Benis-Lonsdale@travelex.com

For other enquiries:

Press@travelex.com

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