Consent solicitation re payment delay on notes

Consent solicitation relating to payment default

As announced previously, Nostrum Oil & Gas Finance B.V. (the "Issuer"), a wholly-owned subsidiary of Nostrum Oil & Gas PLC (the "Parent"), was required by 30 June 2025 to have paid accrued interest in accordance with the terms and conditions of the Issuer's outstanding notes with ISIN USN64884AF16, US66978CAF95, USN64884AE41 and US66978CAD48 (the "Notes"). The Notes are guaranteed by, among other entities, the Parent. As the Issuer did not pay the due interest in accordance with the terms and conditions of the Notes, such default has become an "Event of Default" (as defined in the conditions of the Notes).

The Parent has applied for applicable regulatory licences in order to permit the payment on the Notes, including payment-in-kind interest, through the clearing systems. The regulatory licenses are related to sanctioned bondholders and/or custodians that are not affiliated with the Parent. The delay in the interest payments does not reflect any issue of the Parent's or Issuer's solvency or liquidity. All underlying funds for making the interest payments are available and secured.

Based on stakeholder feedback, the Issuer will launch a consent solicitation to waive the Event of Default described above. Eligible consenting noteholders voting by the applicable early voting deadline will receive a 0.5% consent fee with respect to the USD 5.00% Senior Secured Notes due 2026 and a 0.25% consent fee with respect to the USD 1.00%/13.00% Senior Unsecured Notes due 2026. Eligible consenting noteholders voting after the applicable early voting deadline will receive a lower consent fee. The Issuer no longer intends to make the payment of interest on the Notes outside the clearing systems and intends to make the payments on receipt of the applicable regulatory licences. Further consent fees may be paid in the event that subsequent interest payments cannot be made on time.

The consent solicitation will be proposed to holders of the Notes by way of electronic consent and at a noteholder meeting and, if approved, authorised by an extraordinary resolution of each series of Notes.

As the above authorisations relating to the Notes are Reserved Matters (as defined in the conditions of the Notes), this requires either approval by 75% in principal amount of the Notes and/or by 75% of those attending at a quorate meeting (each series voting separately) with the requisite quorum for passing Reserved Matters.

Timing

The consent solicitation will be launched imminently and further information will be provided to noteholders in the customary manner and the information in this announcement is subject to the full details of the consent solicitation in all respects. A launch announcement with respect to the consent solicitation is available on the Parent's website: www.nostrumoilandgas.com and can also be accessed using the link below.

It is expected that any regulatory license approvals will take a number of weeks and the relevant approval would be at the discretion of relevant authorities.

The Parent thanks holders of the Notes for their support and understanding as it seeks to proactively resolve these third party issues that are delaying the interest payment due on the Notes.

Download: https://wp-nostrumoilandgas-new-2020.s3.eu-west-2.amazonaws.com/media/2025/09/Nostrum-Launch-Announcement-2025.pdf