CFE ANNOUNCES COMMENCEMENT OF CASH TENDER OFFER

MEXICO CITY, Jan. 22, 2026 /PRNewswire/ -- Comisión Federal de Electricidad ("CFE" or the "Company"), a state-owned public company (empresa pública del Estado) of the Federal Government of the United Mexican States ("Mexico") announced today that it commenced a tender offer (the "Offer") to purchase its 4.688% Sustainable Notes due 2029 (the "2029 Notes"), 6.125% Notes due 2045 (the "2045 Notes") and 6.264% Sustainable Notes due 2052 (the "2052 Notes" and, together with the 2029 Notes and 2045 Notes, the "Notes") for an aggregate purchase price in cash, excluding accrued and unpaid interest ("Aggregate Purchase Price"), of up to US$500,000,000 (the "Maximum Consideration"), upon the terms and subject to the conditions set forth in the offer to purchase dated January 22, 2026 (as it may be amended or supplemented from time to time, the "Offer to Purchase") and subject to (1) the Acceptance Priority Procedures (as defined below) and (2) possible proration, each as described herein and in the Offer to Purchase.

The following table sets forth certain information relating to the Offer:

Early Tender Consideration and Late Tender Consideration

Holders who validly tender their Notes on or prior to 5:00 p.m. (New York City time) on February 4, 2026 (the "Early Tender Date") and do not validly withdraw their Notes on or prior to 5:00 p.m. (New York City time) on February 4, 2026 (the "Withdrawal Date") will be eligible to receive the applicable Early Tender Consideration. The applicable Early Tender Consideration includes the Early Tender Premium per US$1,000 principal amount of the series of Notes validly tendered on or prior to the Early Tender Date and not validly withdrawn on or prior to the Withdrawal Date, but does not include Accrued Interest. Accrued Interest will be payable, in cash, in addition to the applicable Early Tender Consideration.

Holders who validly tender their Notes after the Early Tender Date but on or prior to 5:00 p.m. (New York City time) on February 20, 2026 (the "Expiration Date") will be eligible to receive the applicable Late Tender Consideration, which will be equal to the applicable Early Tender Consideration minus the Early Tender Premium. The Late Tender Consideration does not include Accrued Interest. Accrued Interest will be payable, in cash, in addition to the applicable Late Tender Consideration.

CFE has agreed, subject to specified exceptions and limitations, to pay additional interest to participants in the Offer to cover Mexican withholding taxes on interest payments (including gains treated as interest with respect to the sale of the Notes tendered in the Offer and the applicable Accrued Interest), such that the amount received by such holders after deduction of the withholding tax on interest payments (including gains treated as interest with respect to the sale of the Notes tendered in the Offer and the applicable Accrued Interest) will equal the Early Tender Consideration or Late Tender Consideration, as applicable, and the Accrued Interest. All references to payment of the Early Tender Consideration, Late Tender Consideration and Accrued Interest will be deemed to include, if not specified, and without duplication, reference to additional interest.

Determination of Consideration

The Early Tender Consideration payable by CFE for each US$1,000 principal amount of the 2045 Notes and the 2052 Notes validly tendered at or prior to the Early Tender Date and not validly withdrawn on or prior to the Withdrawal Date, and accepted by CFE pursuant to the Offer, will be determined in accordance with standard market practice, as described in the Offer to Purchase, using the applicable yield to maturity (the "Offer Yield"), which will be equal to the sum of:

• the yield (the "Reference Yield"), as calculated by the Dealer Managers (as defined below), that equates to the bid-side price of the applicable Reference U.S. Treasury Security specified on the table above for such series of Notes at the Price Determination Date quoted on the applicable Bloomberg reference page (or any other recognized quotation source selected by the Dealer Managers in their sole discretion if such quotation report is not available or is manifestly erroneous), plus
  
  
• the applicable Fixed Spread specified in the table above for such series of Notes.

Accordingly, the Early Tender Consideration (which includes the Early Tender Premium) payable by CFE for each US$1,000 principal amount of the 2045 Notes and the 2052 Notes accepted by CFE will equal:

• the present value on the Early Settlement Date or, if there is no Early Settlement Date with respect to such series of Notes, the Final Settlement Date, as determined at the Price Determination Date, of US$1,000 principal amount of such series of Notes due on the maturity date of such Notes and all scheduled interest payments on such principal amount of such Notes to be made from (but excluding) the applicable Settlement Date, up to and including such maturity date, discounted to the applicable Settlement Date in accordance with standard market practice as described by the formula set forth in Annex A to the Offer to Purchase, at a discount rate equal to the applicable Offer Yield, minus
  
  
• the applicable Accrued Interest per US$1,000 principal amount of such Notes,

such price being rounded to the nearest cent per US$1,000 principal amount of such Notes.

The Late Tender Consideration payable by CFE for each US$1,000 principal amount of each series of Notes validly tendered and accepted by CFE, will be equal to the applicable Early Tender Consideration for such series of Notes minus the Early Tender Premium for such series of Notes.

Promptly after the Price Determination Date, CFE will issue a press release specifying the Offer Yield and Early Tender Consideration with respect to the 2045 Notes and the 2052 Notes

The method for calculating the Early Tender Consideration with respect to the 2045 Notes and the 2052 Notes is set forth in Annex A to the Offer to Purchase.

Early Settlement and Final Settlement

Following the Early Tender Date and prior to the Expiration Date, CFE may, but is not required to, accept the Notes validly tendered at or prior to the Early Tender Date (the date of such acceptance, the "Early Acceptance Date"); provided that all conditions set forth in the Offer to Purchase have been satisfied or waived by CFE (the "Early Settlement Right"). Notes accepted on the Early Acceptance Date, if any, will be settled promptly thereafter, currently expected to be on or about the third Business Day (as defined in the Offer to Purchase) following the Early Acceptance Date (the "Early Settlement Date"). The "Final Settlement Date" is the date that CFE settles all Notes not previously settled on the Early Settlement Date, if any. Assuming that the Offer is not extended and all conditions set forth in the Offer to Purchase have been satisfied or, where applicable, waived by CFE, it expects such date to be promptly following the Expiration Date, but in any case on or prior to the second Business Day following the Expiration Date, unless the Expiration Date is extended by CFE in its sole discretion (any references to "Settlement Date" are to each of the Early Settlement Date and the Final Settlement Date as context may require).

Subject to applicable law, the Offer may be amended, extended or terminated. If CFE determines, in its sole discretion, to extend the Offer beyond the Expiration Date, there will be a new Settlement Date with respect to Notes validly tendered on or prior to the Expiration Date. During any extension of the Offer, all Notes previously tendered and not accepted for purchase pursuant to the Offer will remain subject to the Offer and may, subject to the terms and conditions of the Offer, be accepted for purchase by CFE. No extension of either the Early Tender Date or the Expiration Date will require the extension of withdrawal rights, unless required by applicable law.

Maximum Consideration; Acceptance Priority Procedures

Subject to the terms and conditions set forth in the Offer to Purchase, CFE is offering to purchase its outstanding Notes for cash for an Aggregate Purchase Price up to the Maximum Consideration.

CFE expressly reserves its right, but is not required, to increase the Maximum Consideration, in its sole discretion, without extending the Early Tender Date, the Withdrawal Date, the Expiration Date or any Settlement Date or otherwise reinstating withdrawal rights. 

Subject to the satisfaction or waiver of the conditions of the Offer, the Notes will be purchased in accordance with their acceptance priority level (the "Acceptance Priority Level") pursuant to the following "Acceptance Priority Procedures":

• first, if the Aggregate Purchase Price of all Notes validly tendered at or prior to the Early Tender Date by holders does not exceed the Maximum Consideration, then CFE will accept all such Notes validly tendered. However, if the Aggregate Purchase Price of all Notes validly tendered at or prior to the Early Tender Date by holders exceeds the Maximum Consideration, then CFE will (i) accept for purchase all validly tendered Notes of each series starting at the highest Acceptance Priority Level (level 1) and moving sequentially to Notes of each series having a lower Acceptance Priority Level (the lowest of which is level 3) until the Aggregate Purchase Price of all validly tendered Notes of a series, combined with the Aggregate Purchase Price of all accepted Notes of series with higher Acceptance Priority Levels, is as close as possible to, but does not exceed, the Maximum Consideration, (ii) accept on a prorated basis validly tendered Notes of the series with the next lower Acceptance Priority Level and (iii) not accept for purchase (x) any such Notes of a series with an Acceptance Priority Level below the series prorated in accordance with (ii) hereof or (y) any Notes validly tendered after the applicable Early Tender Date (regardless of their acceptance priority level); and
  
  
• second, if the Maximum Consideration is not exceeded at the Early Tender Date, CFE will repeat the steps described in the prior bullet using the Aggregate Purchase Price with respect to Notes validly tendered after the Early Tender Date, but at or prior to the Expiration Date, in order to determine the aggregate principal amount of such Notes that CFE will accept for purchase. All Notes, regardless of Acceptance Priority Level, that are validly tendered at or prior to the Early Tender Date will have priority over any Notes validly tendered after the Early Tender Date.

All Notes not accepted as a result of proration or otherwise will be rejected from the Offer and will be promptly returned to the tendering holder.

Conditions

CFE's obligation to accept for purchase, and to pay for, any Notes validly tendered pursuant to the Offer is conditioned upon the satisfaction of certain conditions, as described in the Offer to Purchase, including the Financing Condition and the General Conditions (each as defined in the Offer to Purchase). 

The Offer is not conditioned on any minimum amount of Notes being tendered.

CFE reserves the right, in its sole discretion, to waive any and all conditions of the Offer at or prior to the Early Tender Date or the Expiration Date, as applicable.

The Dealer Managers

CFE has retained BBVA Securities Inc., BofA Securities, Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Santander US Capital Markets LLC and Scotia Capital (USA) Inc. to act as dealer managers in connection with the Offer (the "Dealer Managers"). Any questions or requests for assistance regarding the Offer may be directed to the Dealer Managers at their contact information set forth below.

The Tender Agent and the Information Agent

Copies of the Offer to Purchase may be obtained from Global Bondholder Services Corporation, the tender agent (the "Tender Agent") and the information agent (the "Information Agent") for the Offer, at https://www.gbsc-usa.com/cfe/ or +1 (855) 654-2015 (toll-free) or +1 (212) 430-3774 (collect).

Disclaimer

This press release must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which must be read carefully before any decision is made with respect to the Offer. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offer. None of the Company, the Dealer Managers, the Tender Agent and the Information Agent and any person who controls, or is a director, officer, employee or agent of any such person, or any affiliate of any such person, makes any recommendation as to whether holders of Notes should participate in the Offer.

The Offer to Purchase has not been filed with or reviewed by the U.S. Securities and Exchange Commission, nor has it been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase, and it is unlawful and may be a criminal offense to make any representation to the contrary.

THE INFORMATION CONTAINED HEREIN AND IN THE OFFER TO PURCHASE IS EXCLUSIVELY CFE'S RESPONSIBILITY AND HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (COMISIÓN NACIONAL BANCARIA Y DE VALORES, OR THE "CNBV"). CFE HAS NOT FILED AND WILL NOT FILE WITH THE CNBV A REQUEST FOR AUTHORIZATION OF THE OFFER. THE OFFER DOES NOT CONSTITUTE A PUBLIC OFFERING (OFERTA PÚBLICA) OF ANY KIND (INCLUDING AN OFERTA PÚBLICA DE ADQUISICIÓN) IN MEXICO AND IT MAY NOT BE PUBLICLY DISTRIBUTED IN MEXICO. THE OFFER MAY ONLY BE MADE AVAILABLE IN MEXICO TO INVESTORS THAT QUALIFY AS INSTITUTIONAL OR ACCREDITED INVESTORS (INVERSIONISTAS INSTITUCIONALES OR INVERSIONISTAS CALIFICADOS), SOLELY PURSUANT TO THE PRIVATE OFFERING EXEMPTION SET FORTH IN NUMERAL I. OF ARTICLE 8 OF THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES). IN MAKING A DECISION AS TO WHETHER TO TENDER ANY OF THEIR NOTES, ALL HOLDERS MUST RELY ON THEIR OWN REVIEW AND EXAMINATION OF THE TERMS OF THE OFFER. CFE WILL NOTIFY THE CNBV OF THE RESULTS OF THE OFFER FOR INFORMATIONAL AND STATISTICAL PURPOSES ONLY, AND THE FILING OR RECEIPT OF SUCH NOTICE BY THE CNBV DOES NOT IMPLY ANY CERTIFICATION AS TO THE INVESTMENT QUALITY OF THE NOTES, CFE'S SOLVENCY, LIQUIDITY OR CREDIT QUALITY OR THE ACCURACY OR COMPLETENESS OF THE INFORMATION SET FORTH HEREIN.

The Offer is being made solely on the terms and conditions set forth in the Offer to Purchase. Under no circumstances shall this press release constitute an offer to sell or a solicitation of an offer to buy any notes that may be offered by CFE as part of any financing transaction. The Offer is not being made to, nor will the Company accept tenders of Notes from, holders in any jurisdiction in which the Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

Forward-Looking Statements

Statements in this press release may be forward-looking statements. Forward-looking statements are information of a non-historical nature or which relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. CFE undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.

SOURCE Comision Federal de Electricidad

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