WOM - Unsecured Notes Claims Subscription Form

WOM S.A., ET AL.,1

UNSECURED NOTES CLAIMS SUBSCRIPTION FORM Subscription Rights for Eligible Holders 

of Allowed Unsecured Notes Claims

The Rights Offering shall expire at 5:00 p.m. prevailing Eastern Time on February 27, 2025 (such time and date, as may be amended, the “Rights Expiration Time”), which is the date of the deadline to submit votes to accept or reject the Plan set forth in the Disclosure Statement Order pending the Bankruptcy Court’s approval, or such other subsequent date as set forth in the Disclosure Statement Order approved by the Bankruptcy Court, or as the Debtors and the Required Backstop Parties may otherwise mutually agree, which such other subsequent date will then be specified in a notice provided by the Debtors to the other Backstop Parties no later than 9:00 a.m. prevailing Eastern Time on the Business Day before the then-effective Rights Expiration Time.

All holders of Allowed Unsecured Notes Claims should complete this Subscription Form, or instruct their Subscription Nominee (as defined below) to complete and return this Subscription Form, as applicable, by the Rights Expiration Time. If you hold your Unsecured Notes through a Subscription Nominee (as defined below), please return this Subscription Form (along with the KYC Information) to your Subscription Nominee (or as otherwise directed by your Subscription Nominee). DO NOT return this Subscription Form directly to the Subscription Agent (unless otherwise directed to do so by your Subscription Nominee).

Subscription Nominees (or Eligible Holders of Allowed Unsecured Notes Claims that do not hold their Unsecured Notes through a Subscription Nominee or that are instructed by their Subscription Nominees to return the Subscription Form directly to the Subscription Agent) must return the Subscription Form, including the KYC Information, by no later than the Rights Expiration Time, to the Subscription Agent via the Electronic Portal. To access the Electronic Portal, visit https://cases.ra.kroll.com/wom/Home-Index, click on the “Submit Notes Subscription Form” section of the website and follow the instructions to submit your documentation. 

Capitalized terms used in this Subscription Form but not defined herein shall have the meanings ascribed to such terms in the Rights Offering Procedures.

TO VALIDLY EXERCISE THE RIGHT TO PARTICIPATE IN THE RIGHTS OFFERING, EACH ELIGIBLE HOLDER MUST FOLLOW THE APPLICABLE PROCEDURES DESCRIBED HEREIN. DELIVERY OF THIS SUBSCRIPTION FORM THROUGH MEANS OTHER THAN VIA THE SUBSCRIPTION AGENT’S E-PORTAL DOES NOT CONSTITUTE VALID DELIVERY. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY AND IN THEIR ENTIRETY BEFORE THIS SUBSCRIPTION FORM IS COMPLETED.

1. REQUIRED CERTIFICATION 

TO EXERCISE SUBSCRIPTION RIGHTS, ANY HOLDER OF ALLOWED UNSECURED NOTES CLAIMS THAT (X) IT EITHER (I) IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT, OR (II) IS NOT A “U.S. PERSON” WITHIN THE MEANING OF RULE 902 UNDER THE SECURITIES ACT; PROVIDED, THAT, IN EITHER CASE, SUCH HOLDER OF AN ALLOWED UNSECURED NOTES CLAIM IS NOT RESIDENT IN CHILE, AND (Y) IF SUCH HOLDER IS RESIDENT IN CHILE, IT IS A “QUALIFIED INVESTOR” OF THE TYPE IDENTIFIED IN NUMBERS 1 TO 8 OF SECTION II OF THE GENERAL RULE NO. 216 OF 2008 ISSUED BY THE CHILEAN FINANCIAL MARKET COMMISSION (COMISIÓN PARA EL MERCADO FINANCIERO) (THE “CMF”).

Accordingly, each holder of an Allowed Unsecured Notes Claim that wishes to participate in the Rights Offering must complete the questionnaire below and certify that it is either (check the appropriate box):

Each Eligible Holder that elects to participate in the Rights Offering must affirmatively make a binding, irrevocable election to exercise all or any portion of such holder’s Subscription Rights (the “Binding Rights Election”), subject to any Allocation Adjustment, before the Rights Expiration Time.

Only Eligible Holders may participate in the Rights Offering.

An “Eligible Holder” is either (a) a holder of an Allowed Unsecured Notes Claim or (b) a holder of an Allowed General Unsecured Claim that (to the extent such election can be solicited and effected in accordance with applicable securities laws and any election is made considering that the Rights Offering shall be exempt from registration requirements (the determination of whether such election can be solicited shall be mutually agreed upon by the Debtors and the Backstop Parties, on the advice of counsel)), elects the New Secured Notes/Equity Treatment, as of the earlier of the time such holder makes the Binding Treatment Election (as defined in the Rights Offering Procedures) or the Election Expiration Time (as defined in the Rights Offering Procedures), that, in each case, (A) is either (x)(i) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act (the “Qualified Institutional Buyer”), or (ii) is not a “U.S. person” within the meaning of Rule 902 under the Securities Act (a “Foreign Investor”), provided that such holder of an Allowed Unsecured Notes Claim or New Secured Notes/Equity Treatment Electing Creditor is not resident in Chile, or (y) if such holder of an Allowed Unsecured Notes Claim or such New Secured Notes/Equity Treatment Electing Creditor is resident in Chile, is a “Qualified Investor” of the type identified in numbers 1 to 8 of Section II of the General Rule No. 216 of 2008 of the Chilean Financial Market Commission (Comisión para el Mercado Financiero de Chile) (the “CMF”) (a “Qualified Chilean Investor”), and (B) timely complies with the Rights Offering Procedures.

No offer or invitation to subscribe or purchase is being made to any person who is not an Eligible Holder, and no such person should act or rely on any offer or invitation to subscribe or purchase Rights Offering Securities contained in this document. Eligible Holders have the right, but not the obligation, to participate in the Rights Offering. The Rights Offering Procedures will govern the ability of Eligible Holders to participate in the Rights Offering. Each Eligible Holder must provide the Subscription Agent and the Debtors any information and certifications reasonably requested as to its status as a Qualified Institutional Buyer, Foreign Investor, or Qualified Chilean Investor, as applicable.

Each Eligible Holder that is not a Backstop Party (each, a “Non-Backstop Eligible Holder”) shall pay the full Purchase Price for such Eligible Holder’s Rights Offering Securities by wire transfer of immediately]available funds to the Subscription Agent Account no later than the Rights Expiration Time. If, on or prior to the Rights Expiration Time, the Subscription Agent for any reason does not receive on behalf of an Eligible Holder immediately available funds by wire transfer in an amount equal to the total Purchase Price for such Eligible Holder’s Subscription Rights, such Eligible Holder shall be deemed to have relinquished and waived its Subscription Rights. No later than three (3) Business Days after the Rights Expiration Time, the Debtors shall give, or shall cause the Subscription Agent to give, to the Backstop Parties a written notice, substantially in the form attached as Exhibit C to the Backstop Agreement by email of (A) the amount of Rights Offering Securities that such Backstop Party will receive pursuant to its valid and timely exercise of Subscription Rights, and the aggregate price of such Rights Offering Securities and (B) the aggregate amount of Unsubscribed Rights Offering Securities the applicable Backstop Party has agreed to purchase, and the aggregate Purchase Price of such Unsubscribed Rights Offering Securities (the

“Backstop Commitment Notice”). The Debtors shall, and shall cause the Subscription Agent to, promptly provide any written backup, information and documentation relating to the information contained in the applicable Backstop Commitment Notice as any Backstop Party may reasonably request in writing.

No earlier than the date of the Debtors’ delivery of the Backstop Commitment Notice, and no later than ten (10) Business Days prior to the date the Debtors anticipate in good faith will be the Effective Date (the “Anticipated Effective Date”), the Debtors shall provide the Backstop Parties a notice requesting funding of the amounts set forth in the Backstop Commitment Notice (the “Backstop Funding Notice”) by no earlier than three (3) Business Days prior to the Anticipated Effective Date (the “Backstop Funding Date”).

On or prior to the Backstop Funding Date, each Backstop Party will pay to the Subscription Agent (i) the full Purchase Price for the Rights Offering Securities that it will receive pursuant to its valid and timely exercise of Subscription Rights and (ii) the full Purchase Price for such Backstop Party’s allocation of the Unsubscribed Rights Offering Securities (determined by multiplying such Backstop Party’s Backstop Percentage by each of (x) the aggregate principal amount of all Unsubscribed New Money New Convertible Notes and (y) the aggregate principal amount of all Unsubscribed New Money New Secured Notes), in each case, by wire transfer of immediately available funds to the account specified in the Backstop Funding Notice and, subject to receipt of such payment, on the Effective Date the applicable Issuer will issue to such Backstop Party (a) such Rights Offering Securities with respect to which such Backstop Party has validly and timely exercised Subscription Rights and paid the aggregate Purchase Price therefor and (b) such Backstop Party’s allocation of the Unsubscribed Rights Offering Securities and paid the aggregate Purchase Price therefor.

On the Rights Commencement Date, the Subscription Agent shall distribute, or cause to be distributed (including via DTC), or otherwise make available, the Subscription Forms to the Eligible Holders that hold Allowed Unsecured Notes Claims and/or, to the extent applicable, their brokers, dealers, commercial banks, trust companies, or other agents or nominees (the “Subscription Nominees”). Additional copies of the Subscription Forms may also be obtained by contacting the Subscription Agent or visiting the Debtors’ restructuring website at https://cases.ra.kroll.com/WOM and providing the certification described in the Notice of Rights Offering and Notice of Investor Eligibility Certification.

If an Eligible Holder wishes to exercise its Subscription Rights with respect to both its Allowed Unsecured Notes Claims and its Allowed General Unsecured Claims, it must separately comply with the Rights Offering Procedures with respect to each of the Allowed Unsecured Notes Claims and Allowed General Unsecured Claims. In particular, the holder should deliver, or cause to be delivered through its Subscription Nominee, to the Subscription Agent a Subscription Form for the Allowed Unsecured Notes Claims, on the one hand, and the Allowed General Unsecured Claims, on the other.

The instructions included with this Subscription Form must be followed to exercise your Subscription Rights. Questions and requests for assistance or for additional copies of the Rights Offering Procedures and this Subscription Form may be directed to the Subscription Agent.

The Rights Offering is not being made to, and submissions of Subscription Forms will not be accepted from or on behalf of, any Holders of Allowed Unsecured Notes Claims or any Holders of Allowed General Unsecured Claims in any jurisdiction in which the making or the acceptance of such offering would not comply with the laws of such jurisdiction.

THE DISCLOSURE STATEMENT DISTRIBUTED IN CONNECTION WITH THE DEBTORS’ SOLICITATION OF VOTES TO ACCEPT OR REJECT THE PLAN SETS FORTH IMPORTANT INFORMATION THAT SHOULD BE CAREFULLY READ AND CONSIDERED BY EACH ELIGIBLE HOLDER PRIOR TO MAKING A DECISION TO PARTICIPATE IN THE RIGHTS OFFERING. THE DISCLOSURE STATEMENT AND THE PLAN ARE AVAILABLE ON THE DEBTORS’ RESTRUCTURING WEBSITE AT HTTPS://CASES.RA.KROLL.COM/WOM AND COPIES ARE ALSO AVAILABLE UPON REQUEST FROM THE SUBSCRIPTION AGENT.