Puebla, Peru, November 9, 2026 / PRNewswire / -- Terminales Portuarios Euroandinos Paita S.A. ("The Company") announced today that it is seeking the consent of the holders regarding its 8.125% Series issued in 2012-1 Senior TPE Secured Notes (maturing in 2037, hereinafter referred to as "the Notes"). The Company intends to seek consent on the following matters: (i) by adopting certain proposed amendments ("Proposed Amendments") to the Collateral Trust Indenture dated April 11, 2012 (as amended, supplemented, or otherwise modified from time to time, hereinafter referred to as "the Trust Agreement"); which Trust Agreement was signed by the Company with Citibank N.A., who acts as the trustee of the mortgage contract, securities intermediary, payment agent, and transfer agent; and (ii) instructing the trustee of the Trust Agreement to agree to Citibank del Per ú S.A. ("Peruvian Trustee") to make amendments to a payment and guarantee trust agreement dated April 13, 2012 ( Contrato de Fide token issuance miso no Discrecional en Administraci ón y Garant ía, hereinafter referred to as "the Trust Agreement"). This Trust Agreement was signed by the Company and the Peruvian Trustee, with the Peruvian Trustee acting as the trustee.

The following table outlines several terms of the consent for solicitation and bills (‘original principal amount’):

(1) After amortization payments are made in accordance with the trust agreement and the terms of the instrument, the total outstanding principal amount of the instrument, after applying a scaling factor of 0.82731198.

(2) The consent fee required is payable for each $1,000 face value of the instrument, and it is based on the principal amount of the instrument that the holder has effectively submitted before the maturity date and has not effectively withdrawn their consent; however, the consent fee will be paid after applying the applicable scaling factor.

The company stated that seeking consent for the proposed revisions is to provide certain operational flexibility to the company during the project operation phase, which includes but is not limited to the following:

• Revoke the requirement to submit a three-year capital plan to holders;
• It is permitted to borrow debt within a limited amount for capital expenditures and the repayment of letters of credit;
• Under specific conditions, restricted payments are allowed on a quarterly basis;
• Permits certain costs to be incurred for the implementation of projects under Peru's “Obras por Impuestos” system;
• Debt repayment reserve accounts are allowed to be credited with qualified letters of credit in lieu of cash;
• It is allowed to use qualified letters of credit to account for reserve accounts for operations and maintenance, in lieu of cash;
• Repeal the requirement to establish and maintain certain other accounts.

Noteholders should refer to the company's Consent Solicitation Statement dated November 9, 2026, to understand the detailed terms and conditions of this consent solicitation. The consent solicitation has been initiated today and will expire at 5:00 p.m. on November 13, 2026 (New York time), unless the company extends or terminates it in advance (“expiration date”). This consent solicitation is conducted solely through the Consent Solicitation Statement. This statement contains important information, and noteholders should read it carefully before making any decisions regarding this consent solicitation.

Only those who held the notes as of 5:00 p.m. on November 6, 2026 (New York time) (“registration time”) are entitled to give their consent to the proposed amendments in accordance with the consent solicitation statement. To implement the proposed amendments, (i) a supplementary agreement to the trust deed (“supplementary agreement”) will be signed, and ( ii ) a revision to the trust agreement will be signed. If the supplementary agreement and the revision to the trust agreement have been signed, and the other terms and conditions specified in the consent solicitation statement have been met or exempted, then the note holders as of the registration time will receive cash payments for the principal amount of their notes that were validly submitted before the maturity date and for which consent was not withdrawn. A payment of $5.00 will be made for each $1,000 of face value of the notes. Holders may withdraw their consent at any time before the earlier of the following times: (i) the first time and date they receive the required consent (defined below); and ( ii ) 5:00 p.m. on November 13, 2026 (New York time), unless the company extends this period.

To approve the proposed amendments, participants of DTC and holders as of the registration time must effectively submit their consent, and the total principal amount of the outstanding notes represented by them must constitute a majority of the notes not held by the company or any of its affiliates ("required consent").

The company accepts and fulfills the obligation to have submitted and not withdrawn consent, on the premise of meeting certain conditions stated in the consent solicitation declaration, including receiving the required consent. The company may decide at its own discretion to terminate the consent solicitation, render it invalid, extend the consent solicitation, or continue to solicit consent, or modify the terms of the consent solicitation in other ways, including exempting any or all of the conditions listed in the consent solicitation.

The company has hired Santander US Capital Markets LLC to serve as a solicitation agent ("solicitation agent").

In case of any issues, need for assistance, or to obtain a copy of the consent solicitation statement or related documents, please contact the information and statistics agent listed below using their telephone or email address. Ticket holders at the time of registration may also contact the solicitation agent listed below, or their brokers, traders, commercial banks, trust companies, or other nominal holders, for assistance regarding the consent solicitation.

This press release is neither an offer to sell any securities nor an invitation to purchase any securities. It is also not a solicitation of consent for any proposed amendments. The company does not provide any advice regarding whether the noteholders should consent to the proposed amendments.

About the Company

The company operates, maintains, and develops Paita Terminal Port in the Piura region of Peru. The company's operations are carried out in accordance with a franchise agreement signed on September 9, 2009, between the company and the Peruvian National Port Authority (and its subsequent revisions, modifications, or supplements). The company's equity is held equally by two parties: one party is Tertir – Terminais de Portugal S.A., which is a subsidiary of Yilport Iberia S.A. (a company under Yildirim Group); the other party is DP World Logistics S R.L., which is a subsidiary of DP World Amer FZE (a company under DP World Group).

The company's operations affect the northern to central regions of Peru, covering coastal, highland, and jungle areas, and there is potential for developing coastal transportation services connected to other ports in the country. As of December 31, 2025, the company handled approximately 414.6 thousand “TEU”, with main export products including grapes, blueberries, avocados, mangoes, and aquatic biological products. In addition, the company also handled about 845.6 thousand metric tons of other goods, including miscellaneous groceries such as grapes, rebar, magnesium sulfate, and calcium nitrate; dry bulk goods such as urea, ammonium sulfate, wheat, soybeans, and corn; as well as liquid bulk goods such as ethanol.

The company's registered address is Paita District, Jr, Piura City and County, Piura Province, Peru, 127.

Forward-looking Statements

This press release contains or may constitute forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements do not guarantee future performance and involve risks and uncertainties. Actual results may differ significantly from the forward-looking statements contained in this press release. Please do not place excessive reliance on these forward-looking statements, which are only applicable as of the date of issuance. The company does not undertake any obligation to publicly update or revise any forward-looking statements contained in this press release, whether due to new information, future events, or other reasons. Future events or circumstances may result in actual results that differ significantly from historical results or expected results.

The solicited agents for consent are:

Santander US Capital Markets LLC

The information sought with consent and the statistical agent are:

S& P Global Inc.