Notice to the bondholders

Notice to the bondholders

Notice to the holders of €250,000,000 5.25% Senior Secured Notes due 2022 and €225,000,000 Floating Rate Senior Secured Notes due 2022

Fixed Rate Notes Regulation S: ISIN XS1716821779, Common Code 171682177, Rule 144 A: ISIN XS1716821340, Common Code 171682134; and Floating Rate Notes Regulation S: ISIN XS1716822231, Common Code 171682223, Rule 144 A: ISIN XS1716821936, Common Code 171682193 of Haya Finance 2017, S.A. (the “Issuer”)

On April 27, Haya Real Estate and Bankia have signed a novation of their previous REO management contract. This novation grants Haya the administration, management and commercialisation of Bankia’s and Bankia Habitat’s Real Estate Owned Assets (REOs), and also includes those REOs of Bankia’s recently merged entity Banco Mare Nostrum (BMN). The perimeter of the REOs that Haya will service is open (i.e., variable whereby the flow of new REOs will also be serviced by Haya).

The novated contract has a minimum duration of 10 years and includes an early termination right for Bankia and corresponding make-whole payment provisions in Haya’s benefit.

The Assets under Management (AuMs) within the initial perimeter of the contract as of May 1, 2018 consist of €5.4BN. The management of the outstanding real estate developer loans (REDs) under the previous contract will be managed directly by Bankia in the future.

In connection with the signing of this contract novation with Bankia, Haya will pay an upfront fee in the amount of €40.8MM, and a deferred payment of €66.8MM over the coming months, which it expects to finance through cash flow generated in the business.

Additionally, and with regards to an article published in the Spanish media today speculating about Sareb’s future plans with respect to the portfolio managed by Haya, we confirm the following:

Haya has not received any official notice about any change in the scope or term of our contract with Sareb. Haya works closely with Sareb in order to accelerate the speed of their recoveries according to our joint business plan, as established in our current servicing contract, which runs through December 2019.

Haya’s contract with Sareb includes certain protections for Haya in cases of different contingencies, including certain portfolio sales or terminations.

Haya Real Estate, S.A.U

May 2018