IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY DIVISION
INSOLVENCY AND COMPANIES LIST

CLAIM NO. CR-2033-000000

IN THE MATTER OF VALKENRADE HOLDING B.V.
AND IN THE MATTER OF THE COMPANIES ACT 2006

EXPLANATORY STATEMENT

for a restructuring plan under Part 26A of the Companies Act 2006 between

VALKENRADE HOLDING B.V.
(incorporated with limited liability in the Netherlands)

and its PLAN CREDITORS

DATED 14 MARCH 2033

Explained in Ch. 1

THIS DOCUMENT IS IMPORTANT AND NEEDS YOUR IMMEDIATE ATTENTION. If the Court sanctions the Plan, it will change your rights against the Plan Company. If in doubt, take your own advice at once.

This Explanatory Statement is sent under section 901D of the Companies Act 2006, with the notice of the Plan Meetings, to explain the effect of the Plan.

Fictional, for training.

§Contents

§Letter from the Chair of the Management BoardExplained in Ch. 1Explained in Ch. 6

Dear Plan Creditor,
The Plan Company cannot repay its debts when they fall due this year, and no lender will refinance them. Without the Plan, the Group would go bankrupt, and Hollinde Bank and the Noteholders would receive €30 for every €100 they are owed.
Under the Plan, each Noteholder receives €70 for every €100: €50 of New Notes at face value and shares that the Valuer values at €20. Hollinde Bank is repaid in full and lends €50 million of new money. The Family Shareholders pay €20 million for 20 in every 100 shares.
Hollinde Bank, the Family Shareholders and Noteholders holding €200 million of the Existing Notes have signed the Lock-up Agreement. I and one other director belong to the family; Part 10 sets out our interests.
The Management Board considers the Plan to be in the best interests of the Plan Company and its creditors as a whole, and recommends that you vote for it, after reading the risks in Part 9.
Yours faithfully,
The Chair of the Management Board, for and on behalf of Valkenrade Holding B.V.

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