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Refinancing Transaction Update

In brief · summary, not quotable

Over 90% of senior secured noteholders agree to lock-up supporting refinancing of May 2026 notes.

  • Senior Secured Notes maturity May 2026
  • Noteholders in lock-up agreement over 90%
  • Early-bird cash consent fee 1.00%
  • Early-bird in-kind fee 5.00%
  • New notes for early-bird holders $1,000 per $1,000 held
  • New notes for late holders $950 per $1,000 held
Full announcement

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26 February 2026 - Further to its announcement on 20 February 2026, Tullow Oil plc ( "Tullow" or the "Company") is pleased to announce that holders of over 90% of its senior secured notes due May 2026 ("Senior Secured Notes") have acceded to the Lock-Up Agreement in support of the Company's Refinancing Transaction ("Transaction"), meeting the necessary threshold required to implement it by way of consent solicitation. As previously disclosed, the Transaction is expected to complete in the second quarter of 2026.

Ian Perks, Chief Executive Officer of Tullow, commented:

"We are pleased to have secured strong creditor support for the refinancing transaction, positioning the company well for future growth.

"We have solid foundations in place for improved performance and strong operational momentum with the extension of our Ghanaian Petroleum Agreements and SPA signature for the TEN FPSO purchase, combined with a successful start to our current drilling campaign. Looking ahead, our priorities remain clear as we optimise production safely, maximise value across our operations and deliver our business plan. We are excited about the opportunities ahead to create value for all stakeholders."

Consent Fees

Holders of the Senior Secured Notes who accede to the Lock-Up Agreement on or before 27 February 2026 and comply with the terms of the Lock-Up Agreement (the "Early‑Bird Consenting Holders") are eligible to receive: (i) a 1.00% early‑bird fee in cash; and (ii) an in‑kind fee, payable in the form of new notes (the "New Notes"), equal in aggregate to 5.00% of the aggregate principal amount of Senior Secured Notes held by holders of the Senior Secured Notes who do not accede to the Lock-Up Agreement on or before 27 February 2026 (if any), allocated pro rata to Early‑Bird Consenting Holders based on their holdings of Senior Secured Notes as at the Allocation Time (being 5pm (EST) on the day prior to closing of the Transaction). Besides the foregoing consent fees, Early-Bird Consenting Holders will receive $1,000 of New Notes per each $1,000 of Senior Secured Notes held as at the Allocation Time. Holders of the Senior Secured Notes who do not accede to the Lock-Up Agreement on or before 27 February 2026 will receive $950 of New Notes per each $1,000 of Senior Secured Notes held as at the Allocation Time.

LinkedIn: www.linkedin.com/company/Tullow-Oil

X: www.X.com/TullowOilplc

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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