NOTICE OF REDEMPTION

To the Holders of All Outstanding

UPCB FINANCE V LIMITED
$750,000,000 7¼% Senior Secured Notes due 2021 (the “Notes”)

ISIN and CUSIP Nos.:
Regulation S Notes: ISIN USG93007AA32, CUSIP G93007AA3
Rule 144A Notes: ISIN US90320TAA88, CUSIP 90320TAA8

AMSTERDAM--()--NOTICE IS HEREBY GIVEN that, pursuant to Sections 3.01, 3.03, 3.07(b) and 3.07(c) of the indenture dated as of November 16, 2011 (the “Indenture”), among, inter alios, UPCB Finance V Limited, as issuer (the “Issuer”), and The Bank of New York Mellon, as trustee (the “Trustee”), transfer agent and as paying agent (the “Paying Agent”), and paragraph (vii)(a) of the Notes issued thereunder, the Issuer has elected to redeem and will redeem (the “Redemption”) all of the Notes outstanding on the Redemption Date (as defined below), at the redemption price of (the “Redemption Price”) (A) 103% of the principal amount in respect of 10% of the original aggregate principal amount of the Notes to be redeemed, plus Additional Amounts (as defined in the Indenture), if any, plus accrued and unpaid interest to the date of the Redemption and (B) 100% of the principal amount plus the Applicable Premium (as defined in the Indenture) as of the date of Redemption in respect of the remainder of the Notes outstanding on the Redemption Date, plus Additional Amounts, if any, plus accrued and unpaid interest to the date of the Redemption. The date of the Redemption will be August 24, 2016 (the “Redemption Date”). The record date will be August 23, 2016, which is one Business Day prior to the Redemption Date.

Unless the Issuer defaults in paying the Redemption Price, interest on the Notes will cease to accrue on and after the Redemption Date, and the only remaining right of the holders of the Notes after the Redemption Date shall be the right to receive payment of the Redemption Price upon surrender to the Paying Agent of the Notes.

The Notes must be surrendered to the Paying Agent to collect the Redemption Price at the following address:

The Bank of New York Mellon
One Canada Square
London E14 5AL
United Kingdom

By: UPCB Finance V Limited, as Issuer
Dated: July 25, 2016

 
*The ISIN numbers and CUSIP numbers are included solely for the convenience of the holders of the Notes. None of the Trustee, the Paying Agent or the Issuer shall be responsible for the selection or use of any ISIN numbers and CUSIP numbers, nor is any representation made as to its correctness or accuracy in this Notice of Redemption or on any Note. Each Holder may be subject, under certain circumstances, to backup withholding tax with respect to payment of the Redemption Price. Such backup withholding may be applicable if such Holder, among other things, fails to (i) furnish its correct taxpayer identification number, (ii) certify under penalties of perjury that it is not currently subject to backup withholding or (iii) otherwise comply with applicable backup withholding requirements. A Holder that wishes to avoid the imposition of a backup withholding tax should submit an Internal Revenue Service Form W-9 or W-8, as applicable, to the Paying Agent.

Contacts

UPC Holding B.V.
Investor Relations:
Oskar Nooij, +1 303 220 4218
Christian Fangmann, +49 221 8462 5151
John Rea, +1 303 220 4238