Notice to Bond Holders (7644F)

TIDM33CP TIDMIPR

RNS Number : 7644F

International Power Fin(Jersey) II

20 June 2012

NOTICE TO HOLDERS OF

INTERNATIONAL POWER FINANCE (JERSEY) II LIMITED

EUR230,000,000 - 3.25 PER CENT. GUARANTEED CONVERTIBLE BONDS DUE 2013 ISIN: XS0261440860 (the Bonds)

convertible into 3.25 per cent. redeemable preference shares of International Power Finance (Jersey) II Limited which are immediately exchanged for ordinary shares of and unconditionally guaranteed by

INTERNATIONAL POWER PLC

NOTICE OF ADJUSTMENT TO THE EXCHANGE PRICE

Adjustment Event

On 8 February 2012, International Power plc announced that on 29 June 2012 it would pay a cash Dividend of 6.6 euro cents per ordinary Share to Shareholders on the register of members on the record date of 25 May 2012.

Adjustment of Exchange Price

Each EUR50,000 principal amount of a Bond is convertible into one Preference Share with a paid-up value of EUR50,000. The Preference Shares will be delivered to International Power plc following the issue of such Preference Shares to the Bondholder, in consideration for which International Power plc will deliver such number of Shares as results from dividing the paid up value of each Preference Share (translated into pounds sterling at the fixed exchange rate of EUR1.4437 = GBP1) by the Exchange Price in effect on the relevant Conversion Date (rounded down to the nearest whole number of Shares).

Clause 7 of the Preference Share Guarantee and Undertaking requires an adjustment to be made to the Exchange Price in accordance with the terms of the schedule thereto (the Schedule) on the occurrence of certain corporate events. As a result of the announcement by International Power plc that it will pay a cash Dividend to the Shareholders, an adjustment to the Exchange Price is required pursuant to paragraph B (iii) of the Schedule.

The current Exchange Price is 254 pence.

From and including 29 June 2012, being the date of payment of the cash Dividend, the Exchange Price will be adjusted to 250 pence. In addition, we draw your attention to the notice to holders dated 17 May 2012 constituting a rule 15 proposal for the purposes of the city code on takeovers and mergers in connection with the recommended acquisition of International Power plc by Electrabel S.A., a wholly owned subsidiary of GDF Suez S.A. All other Terms and Conditions of the Bonds remain unchanged.

Principal Paying, Conversion and Exchange Agent

Deutsche Bank AG, London branch

Effective Date of Exchange Price Adjustment

The adjustment to the Exchange Price will become effective on 29 June 2012.

Defined Terms

All words and terms that are capitalised herein shall have the same meaning as set out in the Terms and Conditions of the Bonds.

20 June 2012

This information is provided by RNS

The company news service from the London Stock Exchange

END

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