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It is requested that the Accession Letter be completed and submitted via the online smart form on the Scheme Website.

To:    Kroll Issuer Services Limited as Lock Up Agent (as defined in the Agreement), by email to southernwater@is.kroll.com

Copy:    Latham & Watkins (London) LLP and/or any respective affiliates or affiliated partnerships as Group’s Counsel, by email to
Missing or incorrect valueNote to Acceding Creditor: please include any additional language required regarding Investment Manager Parties/other signatory capacities. Please input the full name of the beneficial owner.

SWS Holdings Limited  – Lock-Up Agreement originally dated 8 July 2025

(the “Agreement”)

  1. We refer to the Agreement. This is an Accession Letter. Terms defined in the Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter.
  2. We agree to accede to and be bound by the terms of the Agreement as a Consenting Creditor (as identified in the Confidential Annexure to this Accession Letter) in accordance with the terms of the Agreement.
  3. We hereby confirm that (i) the total principal amount of our Locked Up Debt as at the date of this Accession Letter is as set out in the Confidential Annexure to this Accession Letter (except in the case of any Locked Up Swap Debt, in respect of which the amount provided is as at one (1) Business Day prior to the date of this Accession Letter or on such other date as specified in the Confidential Annexure to this Accession Letter) and (ii) the total principal amount of our Bond Voting Debt as at the date of this Accession Letter is as set out in the Confidential Annexure to this Accession Letter.
  4. In respect of any Class A Bonds we hold, we hereby confirm that we will provide Evidence of Holding in accordance with the terms of the Agreement.
  5. We make the representations and warranties set out in Clauses 16.1 (All Party representations) and 16.2 (Consenting Creditor representations) of the Agreement at the time specified in the Agreement.
  6. Our notice details for the purposes of Clause 21 (Notices) of the Agreement are as follows:
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7. This Accession Letter and any non contractual obligations arising out of or in connection with it are governed by English law.
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Confidential Annexure to the Accession Letter

Our Locked Up Debt is as follows (indicate which positions the Creditor holds below):

Type/ Description/ISIN of Locked-Up Debt
Creditor Holds Position?
Principal Amount of Locked-Up Debt
Principal Amount of Bond Voting Debt (if applicable)
Locked-Up Artesian Debt
Initial Artesian Facility Agreement
Second Artesian Facility Agreement
Class A Wrapped Bonds Debt
Series 1 Sub-Class A1 Bonds (XS0172989252)
Series 1 Sub-Class A2a Bonds (XS0173036194)
Series 1 Sub-Class A2b Bonds (XS0173059998)
Series 2 Sub-Class A8 Bonds (XS0220566383)
Series 3 Sub-Class A9 Bonds (XS0271386244)
Series 4 Sub-Class A10 Bonds (XS0308998144)
Locked-Up Class A Unwrapped Bonds Debt
Series 1 Sub-Class A4 Bonds (XS0172992637)
Series 6 Sub-Class A12 Bonds (XS2180916525)
Series 7 Sub-Class A13 Bonds (XS2180916871)
Series 8 Sub-Class A14 Bonds (XS2325617939)
Series 9 Sub-Class A15 Bonds (XS2731297235)
Series 10 Sub-Class A16 Bonds (XS2771442980)
Series 11 Sub-Class A17 Bonds (XS2772125790)
Series 12 Sub-Class A18 Bonds (XS2793261301)
Series 13 Sub-Class A19 Bonds (XS2930713735)
Series 14 Sub-Class A20 Bonds being the £750,000,000 6.875 per cent. Sub-Class A20 Unwrapped Fixed Rate Guaranteed Bonds due 2032 issued by the Issuer on 7 August 2025 (XS3142034969)
Locked-Up ILCA Debt
Locked-Up Liquidity Facility Debt
O&M Reserve Facility
DSR Liquidity Facility
Locked-Up PP Debt
Series 1 PP Notes
Series 2 PP Notes
Locked-Up RCF Debt
Locked-Up Swap Debt
Locked-Up Bank Swap Debt
Locked-Up Repack Swap Debt
Other Class A Debt
Please upload your proof of holding here (if applicable):
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When you press "Submit" you will receive an email from "southernwater@is.kroll.com" Please add this email to your allowed senders list. This email will have a PDF copy of your submission (with your supporting documents as a separate attachment), as well as your unique instruction reference. 
 
Please also see below the link to our privacy policy:
 
 
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