Website Disclaimer

IMPORTANT NOTICE

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE “UNITED STATES”).

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached offer memorandum (the “Offer Memorandum”), whether received by email or otherwise received as a result of electronic communication, and you are therefore required to read this disclaimer carefully before accessing, reading or making any other use of the Offer Memorandum. By accessing the Offer Memorandum, including any e-mail to which the Offer Memorandum may have been attached, you agree (in addition to giving the representations below) to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from San Miguel Global Power Holdings Corp. (formerly known as SMC Global Power Holdings Corp.) (the “Offeror”) and/or Australia and New Zealand Banking Group Limited, DBS Bank Ltd., Mizuho Securities Asia Limited and Standard Chartered Bank (together, the “Dealer Managers”) and/or D.F. King Ltd (the “Exchange and Tender Agent”) as a result of such access. Capitalised terms used but not otherwise defined in this disclaimer shall have the meaning given to them in the Offer Memorandum.

Confirmation of your representation: In order to be eligible to view the Offer Memorandum or participate in the Offers (as defined below), you must be outside the United States and otherwise able to participate lawfully in the invitations by the Offeror to holders of the outstanding (i) 5.95% Senior Perpetual Capital Securities issued on 5 November 2019 (ISIN: XS2072777381; Common Code: 207277738) (the “5.95% Securities”); and (ii) 7.00% Senior Perpetual Capital Securities issued on 21 October 2020 (ISIN: XS2239056174; Common Code: 223905617) (the “7.00% Securities”, and together with the 5.95% Securities, the “Existing Securities”) issued by the Offeror, to (a) offer to exchange their Existing Securities for an equal nominal amount of US$-denominated Senior Perpetual Capital Securities (the “Exchanged New Securities”) to be issued by the Offeror (the “Exchange Offers” and each and any of them, an “Exchange Offer”); and/or (b) tender their Existing Securities for purchase by the Offeror for cash (the “Tender Offers” and each and any of them, a “Tender Offer”, and together with the Exchange Offers, the “Offers” and each and any of them, an “Offer”) on the terms and subject to the conditions set out in the Offer Memorandum and the offer and distribution restrictions set out in the Offer Memorandum.

The Offer Memorandum has been sent to you in an electronic form on the basis that:

(i)                  you are a holder or beneficial owner of the Existing Securities;

(ii)                you are a person to whom it is lawful to send the Offer Memorandum or to make an invitation pursuant to the Offers in accordance with applicable law;

(iii)              you consent to delivery of the Offer Memorandum by electronic transmission;

(iv)               the electronic mail address that you have provided and to which the Offer Memorandum has been delivered is not located in the United States; and

(v)                you are not a Sanctions Restricted Person (as defined in the Offer Memorandum).

You are responsible for protecting against viruses and other destructive items. Your receipt of this electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Offeror, the Dealer Managers, the Exchange and Tender Agent or any person who controls, or is a director, officer, employee, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offer Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Exchange and Tender Agent.

You are also reminded that the Offer Memorandum has been sent to you on the basis that you are a person into whose possession the Offer Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located or resident and you may not, nor are you authorised to, deliver the Offer
Memorandum (in whole or in part) to any other person. If you are not the named addressee to which the Offer Memorandum has been delivered, please notify the sender immediately and destroy the Offer Memorandum. If you have recently sold or otherwise transferred your entire holding(s) of Existing Securities, you should inform the Exchange and Tender Agent immediately.

Any materials relating to the Offers do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. If a jurisdiction requires the Offers to be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in such jurisdiction, the Offers shall be deemed to be made by such Dealer Manager or affiliate (as the case may be) on behalf of the Offeror in such jurisdiction.

The Offer Memorandum has been issued by the Offeror and is being distributed only to existing holders of the Existing Securities (each a “Securityholder”). The communication of the Offer Memorandum and any other documents or materials relating to the Offers is not being made, and such documents and/or materials have not
been approved, by an authorised person for the purposes of Section 21 of the Financial Services and Markets Act 2000 (as amended). The attached Offer Memorandum may only be communicated to persons in the United Kingdom in circumstances where Section 21(1) of the Financial Services and Markets Act 2000, as amended, does not apply. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom, and are only for circulation to persons to whom they can lawfully be circulated outside the United Kingdom or to persons within the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”)), or within Article 43(2) of the Order, or within Article
49(2)(a) to (d) of the Order, or to other persons to whom it may lawfully be communicated in accordance with the Order (such persons together being the “Relevant Persons”). The Offer Memorandum is only available to Relevant Persons and the transaction contemplated therein will be available only to, or engaged in only with, Relevant Persons, and the financial promotion must not be relied or acted upon by persons other than Relevant Persons.

NONE OF THE ATTACHED OFFER MEMORANDUM OR ANY RELATED DOCUMENT HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, NOR HAS ANY SUCH DOCUMENT BEEN FILED WITH OR REVIEWED BY ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY. NO AUTHORITY HAS PASSED UPON THE
ACCURACY OR ADEQUACY OF THE ATTACHED OFFER MEMORANDUM OR ANY RELATED DOCUMENTS, AND IT IS UNLAWFUL AND IS A CRIMINAL OFFENSE TO MAKE ANY
REPRESENTATION TO THE CONTRARY.

Restrictions: Nothing in this electronic transmission constitutes an offer to buy or the solicitation of an offer to sell securities in (i) the United States; or (ii) any other jurisdiction in which such offer or solicitation would be unlawful. In order to be eligible to view the Offer Memorandum or make an investment decision with respect to the Offers, you must be able to participate lawfully in the Offers.

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA (THE “UNITED STATES”).