Generación Mediterránea S.A. and Central Térmica Roca S.A. Announce Early Participation Results and the Extension of the Early Participation Date of their Previously Announced Exchange Offer and APE Solicitation

HIGHLIGHTS

• Approximately US$52 million of Existing Notes, or 44.30% of all Existing Notes, to be exchanged
   
• Early Exchange Consideration extended through New Early Participation Date
   
• Companies received valid tenders of Local Notes representing 76.24% of the principal amount thereof, and expect to obtain support to proceed with the APE filing

BUENOS AIRES, Argentina, April 24, 2026 /PRNewswire/ -- Generación Mediterránea S.A. ("GEMSA") and Central Térmica Roca S.A. ("CTR" and, together with GEMSA, the "Companies"), today announced the results as of the Early Participation Date (as defined below) of their previously announced offer to exchange (the "Exchange Offer") any and all of the Companies' outstanding 9.625% Senior Notes due 2027 (the "Existing Notes") for the Companies' newly issued Fixed Rate Step-Up Senior Notes due 2036 (the "New Notes") (as more fully described in the Exchange Offer and Consent Solicitation Memorandum (as defined below)), and their solicitation of consents of the holders of the Existing Notes (the "APE Solicitation" and, together with the Exchange Offer, the "Offer and Solicitation") to provide instructions and grant power of attorney with express voting instructions to Morrow Sodali International LLC, trading as Sodali & Co (the "APE Agent"), to, among other things, accept the APE Offer (as defined in the Exchange Offer and Consent Solicitation Memorandum), upon the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Memorandum, dated April 10, 2026 (the "Exchange Offer and Consent Solicitation Memorandum"), the Companies' press release dated April 10, 2026, and the related Eligibility Letter (together, the "Offer and Solicitation Documents"). Capitalized terms not defined herein shall have the meaning ascribed to them in the Offer and Solicitation Documents.

Morrow Sodali International LLC, trading as Sodali & Co, acting as information and exchange agent for the Offer and Solicitation (the "Information and Exchange Agent"), advised the Companies that, as of 5:00 p.m. (New York City time) on April 23, 2026 (the "Early Participation Date"), Existing Notes for an aggregate principal amount equal to approximately US$52 million were validly tendered for exchange.

Below are additional details with respect to the early results of the Exchange Offer.

(1) The Existing Notes are currently listed on the Singapore Exchange Securities Trading Limited (the "SGX-ST") and are listed on BYMA and traded on A3 Mercados (each as defined herein).

(2) This amount does not reflect any amortizations. The outstanding principal amount of the Existing Notes of US$117,088,652 is subject to a variable amortization factor (the "Amortization Factor") which is calculated in accordance with amortization payments made in accordance with the terms and conditions of the Existing Notes. No future amortizations are expected to be made by the Companies under the Existing Notes. As of the date of the Exchange Offer and Consent Solicitation Memorandum, and as of (and on or after) the Early Participation Date and the Expiration Date (as defined in the Exchange Offer and Consent Solicitation Memorandum), the Amortization Factor is, and is expected to be, 64%.

(3) Per US$1,000 principal amount of the Existing Notes before the application of the relevant amortization factor to the outstanding principal amount of the Existing Notes that are validly tendered, and not validly withdrawn and accepted for exchange in the Exchange Offer.

(4) A principal amount of New Notes equal to US$724 per US$1,000 principal amount of Existing Notes before the application of the relevant amortization factor that is contemplated in the Exchange Consideration and accounts for the capitalization in full of accrued and unpaid interest (excluding any defaulted interest) under the Existing Notes through the Reference Date (as defined in the Exchange Offer and Consent Solicitation Memorandum). No accrued interest after the Reference Date is contemplated in the Exchange Consideration (whether in the form of New Notes, in cash or otherwise) and the Companies do not expect to otherwise pay accrued interest on the Existing Notes (whether in the form of New Notes, in cash or otherwise) at any time after the Reference Date, excluding for the avoidance of doubt, in the form of Early Tender Premium as detailed below.

(5) Except for the Early Tender Premium, no additional consideration will be paid in connection with the Offer and Solicitation. The Early Tender Premium will be applied to the outstanding principal amount of Existing Notes reflecting all amortizations through the date of this Exchange Offer Memorandum and Solicitation Statement, plus accrued and unpaid interest thereon through the Reference Date.

(6) The Early Tender Premium shall only be paid to Eligible Holders of Existing Notes that participate in the Offer and Solicitation on or prior to the Early Participation Date even if the Companies decide to pursue the Issuers' APE. The Early Tender Premium shall accrue from (and including) the Reference Date to (but excluding) the applicable Settlement Date (as defined in the Exchange Offer and Consent Solicitation Memorandum) and will be computed on the basis of a 365-day year and actual number of days elapsed.

(7) The Early Tender Premium corresponds to a portion of unpaid compensatory and default interest under the Existing Notes accrued until the Settlement Date.

Existing Notes validly tendered, and not validly withdrawn by the Withdrawal and Revocation Date may no longer be withdrawn, and related consents validly delivered and not validly revoked by the Early Participation Date may no longer be revoked, except as may be required by applicable law.

APE Solicitation Results

As of the Early Participation Date, the Companies have received the APE Instructions (as defined in the Exchange Offer and Consent Solicitation Memorandum) of holders representing 44.30% of the Existing Notes, in order for the APE Agent to enter into the Issuers' APE.

Additionally, pursuant to the Companies' local exchange offer and consent solicitation to exchange the Local Notes for new notes, the Companies received valid tenders of Local Notes in an aggregate principal amount equivalent to US$337.1 million, out of a total outstanding principal amount equivalent to US$442.1 million of Local Notes, representing 76.24% of the principal amount of the outstanding Local Notes as of the expiration date of such offer. Consequently, considering the amount of valid tenders of Local Notes and related consents that the Companies have received, the Companies informed their intention to proceed with the APE Closing of the Existing Local Notes (as defined in the Exchange Offer and Consent Solicitation Memorandum), which can and will include the Existing Notes not exchanged for New Notes, as provided in the Offer and Solicitation Documents.

DTC participants must sign and execute the APE Instruction duly notarized and apostilled or legalized before an Argentine consulate. Participating Holders who have already delivered a PDF copy of the APE Instruction prior to the Early Participation Date must ensure that the original APE Instruction is delivered to the APE Agent no later than five Business Days following the Early Participation Date.

Amendments to the Early Participation Date

The Companies hereby amend the Early Participation Date of the Offer and Solicitation, as set forth in the Exchange Offer and Consent Solicitation Memorandum, as follows. Except as otherwise stated herein, all other terms and conditions of the Offer and Solicitation as stated in the Offer and Solicitation Documents remain the same.

The Companies, as courtesy to their Eligible Holders, announced the extension of the Early Participation Date of the Offer and Solicitation, from 5:00 p.m., New York City time, on April 23, 2026, to 5:00 p.m., New York City time, on May 6, 2026 (such date and time, as hereby amended, after this press release is published, unless further extended, the "New Early Participation Date"). Holders who have not already done so may tender their Existing Notes for exchange until the New Early Participation Date and still receive the Early Tender Premium.

Expiration Date of the Exchange Offer is on May 8, 2026, at 5:00 p.m. (New York City time), which remains unchanged after the extension described in the paragraph above.

DTC participants must sign and execute the APE Instruction duly notarized and apostilled or legalized before an Argentine consulate. Participating Holders who deliver the APE Instruction prior to the New Early Participation Date must ensure that the original APE Instruction is delivered to the APE Agent no later than five Business Days following the New Early Participation Date. In addition, a PDF copy of the completed APE Instruction (which does not require notarization or apostille/legalization) must be submitted to the APE Agent by email on or before the Early Participation Date.

Information and Exchange Agent and Dealer Manager and Solicitation Agent

Sodali & Co is acting as the Information and Exchange Agent for the Offer and Solicitation. BCP Securities, Inc. is acting as dealer manager and solicitation agent (the "Dealer Manager and Solicitation Agent") for the Exchange Offer and the Consent Solicitation.

For further information about the Offer and Solicitation, please contact the Information and Exchange Agent, in London, at The Leadenhall Building, 122 Leadenhall Street, London, EC3V 4AB, United Kingdom, by Telephone: +44 20 4513 6933, and in New York, at 430 Park Avenue 14th Floor New York, NY 10022, by Telephone: +1 203 658 9457 or by email at [email protected]. Holders who desire to obtain and complete an Eligibility Letter in order to receive the Exchange Offer and Consent Solicitation Memorandum should visit the Exchange Offer Website at https://projects.sodali.com/albanesi.

Disclaimers

THE NEW NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (INCLUDING THE RULES AND REGULATIONS THEREUNDER, THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. THEREFORE, THE NEW NOTES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

The Exchange Offer is being made, and the New Notes are being offered for exchange only to holders of Existing Notes (1) reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act), in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof, and (2) outside the United States, to persons other than "U.S. persons" (as defined in Rule 902 under the Securities Act) and who are not acquiring New Notes for the account or benefit of a U.S. person, in offshore transactions in compliance with Regulation S under the Securities Act. Only holders who have returned a duly completed Eligibility Letter certifying that they are within one of the categories described herein are authorized to receive and review the Exchange Offer and Consent Solicitation Memorandum and to participate in the Offer and Solicitation (such holders, "Eligible Holders").

None of the Companies, the Dealer Manager and Solicitation Agent, the Argentine Information Agents, the Existing Notes Trustee, the Representative of the Existing Notes Trustee in Argentina, the New Notes Trustee or the Information and Exchange Agent makes any recommendation as to whether or not Eligible Holders of Existing Notes should exchange their Existing Notes in the Offer and Solicitation.

This press release is qualified in its entirety by the Offer and Solicitation Documents. This press release is for informational purposes only and does not constitute an offer or an invitation to participate in the Offer and Solicitation. The Offer and Solicitation is being made pursuant to the Offer and Solicitation Documents, copies of which will be delivered to holders of the Existing Notes, and which set forth the complete terms and conditions of the Offer and Solicitation. Eligible Holders are urged to read the Offer and Solicitation Documents carefully before making any decision with respect to their Existing Notes. The Offer and Solicitation is not being made to, nor will the Companies accept exchanges of Existing Notes from holders in any jurisdiction in which it is unlawful to make such an offer.

This press release is for informational purposes only and does not represent an offer to sell securities or a solicitation to buy securities in the United States or in any other country. This press release is released for disclosure purposes only, in accordance with applicable legislation. It does not constitute marketing material, and should not be interpreted as advertising an offer to sell or soliciting any offer to buy securities issued by the Companies in any jurisdiction where it is illegal to do so. This press release to the market is not for distribution in or into or to any person located or resident in any jurisdiction where it is unlawful to release, publish or distribute this announcement. None of the Companies, the Dealer Manager and Solicitation Agent or the Information and Exchange Agent makes any recommendation as to whether or not Eligible Holders of Existing Notes should exchange their Existing Notes in the Exchange Offer and deliver Consents in the Consent Solicitation.

Neither the U.S. Securities and Exchange Commission, any U.S. state securities commission, nor any regulatory authority of any other country has approved or disapproved of the Exchange Offer or the Consent Solicitation, passed upon the merits or fairness of the Exchange Offer or the Consent Solicitation, or passed upon the adequacy or accuracy of the disclosure in the Exchange Offer Memorandum and Consent Solicitation Statement.

Neither the delivery of this announcement, the Offer and Solicitation Documents nor any purchase pursuant to the Offer and Solicitation shall under any circumstances create any implication that the information contained in this announcement or the Offer and Solicitation Documents is correct as of any time subsequent to the date hereof or thereof or that there has been no change in the information set forth herein or therein or in the Companies' affairs since the date hereof or thereof.

Forward Looking Statements

This press release may contain forward-looking statements. Some of these statements include statements regarding our current intent, belief or expectations. While we consider these expectations and assumptions to be reasonable, forward-looking statements are subject to various risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. Forward-looking statements are not guarantees of future performance. Actual results may be substantially different from the expectations described in the forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

We have based these forward-looking statements on current expectations and assumptions about future events. While we consider these expectations and assumptions to be reasonable, they are inherently subject to significant risks and uncertainties, most of which are difficult to predict and many of which are beyond our control.

SOURCE Generación Mediterránea S.A. and Central Térmica Roca S.A.