HIGHLIGHTS

• Approximately US$57.9 million of Existing Notes, or 49.41% of all Existing Notes were tendered
• Companies received valid tenders of Local Notes representing 76.24% of the principal amount thereof and expect to obtain support to proceed with the Issuers APE
• APE Meeting is expected to occur on May 21, 2026
• CACs Closing of the Existing Local Notes will not occur
• On May 4, 2026, the Companies announced the exchange offer and consent solicitation for their 11.0% Senior Secured Notes due 2031, which is expected to conclude the Companies' financial debt restructuring objectives

BUENOS AIRES, Argentina, May 11, 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 Expiration 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 a 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 (as amended pursuant to the press releases dated April 24, 2026 and May 8, 2026, the "Exchange Offer and Consent Solicitation Memorandum"), and 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 May 8, 2026 (the "Expiration Date"), Existing Notes for an aggregate principal amount equal to approximately US$57.9 million were validly tendered for exchange and provided instructions in the APE Solicitation.

Based on the following results, the Issuers hereby inform to holders of the Existing Notes validly tendered that (i) none of the Existing Notes that have been tendered in the Exchange Offer will be accepted for exchange for New Notes, and (ii) the Issuers intend to proceed with the Issuers' APE and, therefore, no New Notes will be issued to holders of Existing Notes who have validly tendered their Existing Notes in the Exchange Offer until the APE Settlement Date. In addition, Existing Notes that have been tendered in the Exchange Offer will remain blocked in an account with the applicable clearing system until the APE Settlement Date.

Below are additional details with respect to the final results of the Offer and Solicitation.

APE Solicitation Results

As of the Expiration Date, the Companies have received the APE Instructions (as defined in the Exchange Offer and Consent Solicitation Memorandum) of holders representing 49.41% 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 decision 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. The Companies also informs that the CACs Closing of the Existing Local Notes has not and will not occur and that the Companies determined that a sufficient level of participation (including through the Offer and Solicitation) is expected to be obtained to achieve the majorities required to implement the Issuers' APE  in accordance with the Argentine Bankruptcy Law No. 24,522 and its amendments (Ley De Concursos y Quiebras, the "LCQ") or with the consent of any other lower capital and headcount majority, as permitted under any applicable laws, rules, regulations or judicial precedents that may be enacted or issued, as interpreted or applied by the national court of first instance in commercial matters based in the City of Buenos Aires, Argentina, and therefore such APE Condition (as defined in the Exchange Offer and Consent Solicitation Memorandum) is satisfied.

For more information about the Issuers' APE, see "The Offer and Solicitation⸺APE Solicitation" in the Exchange Offer and Consent Solicitation Memorandum.

APE Solicitation

The Issuers hereby announce that the following events are expected to occur, as part of the Issuers' APE:

(a)  an APE Meeting will be held to discuss the execution of the Issuers' APE, at which meeting the APE Agent will consent on behalf of the Participating Holders to the approval of the Issuers' APE;
(b)  if the Issuers' APE is approved by the APE Meeting, the Issuers will deliver to the APE Agent the APE Offer, which acceptance by the APE Agent on behalf of the Participating Holders, on the basis of the instructions provided and powers granted under the APE Solicitation, will imply the execution of the Issuers' APE pursuant to the provisions of Title II, Chapter VII of the LCQ, and whereupon such Participating Holders will accept the restructuring of the debt represented by the Existing Notes;
(c)  the APE Agent, acting on behalf of the Participating Holders, will enter into the Issuers' APE by delivering an acceptance letter to the APE Offer;
(d)  pursuant to the provisions of the Issuers' APE, the Issuers will issue New Notes on the APE Settlement Date (which is expected to be within five (5) business days after the last publication of the legal notice (edicto) required in the APE homologation process) to the Participating Holders as may be necessary to exchange all the Existing Notes validly tendered under the Offer and Solicitation and accepted by the Issuers and, if applicable, pay the Early Tender Premium to Participating Holders that tendered their Existing Notes on or prior to the Early Participation Date;
(e)  the Issuers will file the Issuers' APE with the Court, in compliance with all other requirements set forth in the LCQ, for purposes of seeking court approval for the Issuers' APE under the terms of Section 76 of the LCQ;
(f)  after filing the Issuers' APE before the Court, the Issuers will use their commercially reasonable efforts to obtain the Court approval for the Issuers' APE in the terms of Section 76 of the LCQ, and will not withdraw such request until its approval or until the rejection of the Court approval has been finalized; and
(g)  the Issuers may at any time file the Issuers' APE with a United States court for purposes of its recognition pursuant to the provisions of Chapter 15 of the United States Bankruptcy Code.

In the event that the Issuers terminate, withdraw or abandon the APE Solicitation, any Existing Notes tendered by Eligible Holders in connection with the Offer and Solicitation will be promptly unblocked and returned by the applicable clearing system to the accounts of the relevant Eligible Holders, and all APE Instructions and powers granted to the APE Agent pursuant to the APE Solicitation will be deemed automatically revoked and of no further force or effect. In such circumstances, Eligible Holders will be free to trade, transfer or otherwise dispose of their Existing Notes without restriction, and no Exchange Consideration or Early Tender Premium will be payable to any holder in connection with the Offer and Solicitation. The Issuers will notify the APE Agent, the Information and Exchange Agent, the Dealer Manager and the Argentine Information Agents of any such termination, withdrawal or abandonment as soon as reasonably practicable, and will announce such event through a press release or notice in accordance with the procedures described in the Exchange Offer Memorandum and Solicitation Statement.

Ongoing Exchange Offer and Consent Solicitation for the 11.0% Senior Secured Notes due 2031

On May 4, 2026, the Companies announced the commencement of an offer to holders thereof to exchange any and all of the Companies' outstanding 11.000% Senior Secured Notes due 2031 ("2031 Notes") for the Companies' newly issued Senior Secured Fixed Rate Step-Up Notes due 2034 ("New 2034 Notes") and Value Recovery Notes due 2036 (the "VRI Notes").

Eligible Holders validly tendering on or prior to May 19, 2026 will be eligible to receive (A) US$1,000 in principal amount of the New 2034 Notes per each US$1,000 principal amount of the 2031 Notes, and (B) US$156 in principal amount of VRI Notes per each US$1,000 principal amount of 2031 Notes.

Eligible Holders tendering after May 19, 2026 but prior to June 2, 2026 will be eligible to receive (A) US$950 in principal amount of New 2034 Notes per each US$1,000 principal amount of 2031 Notes, and (B) US$148 in principal amount of VRI Notes per each US$1,000 principal amount of 2031 Notes .

Eligible Holders tendering at any time on or prior to June 2, 2026 will be eligible to receive on the applicable settlement date, an amount in cash equal to US$5.00 per each US$1,000 in principal amount of 2031 Notes.

Once successfully completed the above referred transactions, the Companies would effectively have rescheduled almost all of their US$ 1.5 billion in financial debt obligations.

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 albanesi@investor.sodali.com.

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.

View original content:https://www.prnewswire.com/news-releases/generacion-mediterranea-sa-and-central-termica-roca-sa-announce-final-results-of-their-previously-announced-exchange-offer-and-ape-solicitation-and-reiterate-the-ongoing-exchange-offer-and-consent-solicitation-for-their-11-0--302768798.html

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