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AngloGold Ashanti Holdings PLC Announces Capped Cash Tender Offers
AngloGold Ashanti plc
(Incorporated in England and Wales)
Registration No. 14654651
LEI No. 2138005YDSA7A82RNU96
ISIN: GB00BRXH2664
CUSIP: G0378L100
NYSE Share code: AU
JSE Share code: ANG
("AngloGold Ashanti", "AGA" or the
"Company")
NEWS RELEASE
ANGLOGOLD ASHANTI HOLDINGS PLC ANNOUNCES CAPPED CASH TENDER
OFFERS FOR PART OF ITS 3.375% NOTES DUE 2028, 3.750% NOTES DUE 2030
AND 6.500% NOTES DUE 2040
Please refer to the attached announcement for further information. AngloGold Ashanti Holdings plc is a
direct, wholly-owned subsidiary of AngloGold Ashanti plc.
ENDS
London, Denver, Johannesburg
30 March 2026
JSE Sponsor: The Standard Bank of South Africa Limited
CONTACTS
Media
Andrea Maxey +61 08 9425 4603 / +61 400 072 199 amaxey@aga.gold
General inquiries media@anglogoldashanti.com
Investors
Andrea Maxey +61 08 9425 4603 / +61 400 072 199 amaxey@aga.gold
Yatish Chowthee +27 11 637 6273 / +27 78 364 2080 yrchowthee@anglogoldashanti.com
Website: www.anglogoldashanti.com
ANGLOGOLD ASHANTI HOLDINGS PLC ANNOUNCES CAPPED CASH TENDER
OFFERS FOR PART OF ITS 3.375% NOTES DUE 2028, 3.750% NOTES DUE 2030 AND
6.500% NOTES DUE 2040
AngloGold Ashanti Holdings plc (the "Offeror"), a company incorporated under the laws of the Isle
of Man, announces today the offers to purchase for cash the outstanding series of its (i) 3.375% notes
due 2028 (the "2028 Notes"), (ii) 3.750% notes due 2030 (the "2030 Notes") and (iii) 6.500% notes
due 2040 (the "2040 Notes" and together with the 2028 Notes and the 2030 Notes, the "Notes"),
issued by the Offeror and guaranteed by AngloGold Ashanti plc, a company incorporated under the
laws of England and Wales ("AGA") (the "Offers") in accordance with the acceptance priority levels
set forth in the table below (the "Acceptance Priority Levels"), with "1" being the highest
Acceptance Priority Level and "3" being the lowest Acceptance Priority Level, subject to an
aggregate purchase price (exclusive of Accrued Interest (as defined below)) for the 2040 Notes that
does not exceed $50,000,000 (as such amount may be increased or decreased by the Offeror, the
"Sub-Cap"), and for an aggregate purchase price (exclusive of Accrued Interest) for all series of
Notes of up to $650,000,000 (as such amount may be increased or decreased by the Offeror, the
"Aggregate Cap"). Subject to the Aggregate Cap and the Sub-Cap, the amount of a series of Notes
that is purchased in the relevant Offer on the Early Settlement Date or Final Settlement Date (each as
defined below), as applicable, will be based on the Acceptance Priority Level for such series of Notes
and will be subject to the proration arrangements applicable to the Offers. The terms and conditions of
the Offers are described in an offer to purchase dated March 30, 2026 (the "Offer to Purchase").
Capitalized terms not otherwise defined in this announcement have the same meaning as assigned to
them in the Offer to Purchase.
Holders are advised to read carefully the Offer to Purchase for full details of, and information
on the procedures for participating in, the Offers.
The following table sets forth certain information relating to pricing for the Offers.
Accepta Fixed
Reference
Principal nce U.S. Spread Bloomberg Early
Title of Amount Maturity Priority Treasury (basis Reference Tender
Security ISIN / CUSIP Outstanding Date Sub-Cap Level Security points)(1) Page Payment(2)
UST
1 3.500%
US03512TAF8 November
3.375% $750,000,000 N/A due 50 FIT 1 $50
4 / 03512TAF8 1, 2028
notes due March 15,
2028 2029
UST
2 3.875%
US03512TAE1 October 1,
3.750% $700,000,000 N/A due 50 FIT 1 $50
0 / 03512TAE1 2030
notes due March 31,
2030 2031
UST
3 4.125%
US03512TAB7 April 15,
6.500% $300,000,000 $50,000,000(3) due 140 FIT 1 $50
0 / 03512TAB7 2040
notes due February
2040 15, 2036
(1) The applicable Total Consideration shall be calculated with reference to the Fixed Spread in respect of the relevant series of Notes set out
above and includes the Early Tender Payment (each capitalized term, as defined below). Each Total Consideration will be calculated with
reference to the relevant maturity date (or, as specified in the Offer to Purchase, the par call date) of the relevant Notes.
(2) Per $1,000 principal amount of Notes validly tendered and received by Kroll Issuer Services Limited (the "Information & Tender Agent") at
or prior to the Early Tender Time (as defined below) and accepted for purchase (and subject to the applicable Minimum Authorized
Denomination (as specified below)). The applicable Total Consideration, when calculated with reference to the Fixed Spread in respect of the
relevant series of Notes set out above, already includes the Early Tender Payment. The applicable Late Tender Offer Consideration (as defined
below) for Notes validly tendered and received by the Information & Tender Agent after the Early Tender Time but at or prior to the
Expiration Time (as defined below) and accepted for purchase will be the applicable Total Consideration minus the Early Tender Payment.
(3) The aggregate maximum purchase price payable (exclusive of Accrued Interest) for the 2040 Notes pursuant to the relevant Offer is subject to
a Sub-Cap of $50,000,000.
The Offers
The Offeror will pay Total Consideration for each $1,000 principal amount of each series of Notes
validly tendered and not validly withdrawn at or prior to the Early Tender Time and accepted for
purchase by the Offeror (subject to the applicable Minimum Authorized Denomination (as defined
below)) calculated in accordance with the formula set out in the Offer to Purchase in a manner that
will be equal to an amount (rounded to the nearest cent, with half a cent rounded upwards) that would
reflect, as of the Early Settlement Date, a yield to the maturity date (or, as specified in the Offer to
Purchase, the par call date) of such series of Notes equal to the sum of:
• the "Reference Yield" for such series of Notes, being the bid-side yield (rounded to the
nearest 0.001% with 0.0005% being rounded upwards) on the Reference U.S. Treasury
Security for such series of Notes calculated from the applicable bid-side price by the Dealer
Managers (as defined below) in accordance with standard market practice as of the Tender
Price Determination Time, as displayed for the Reference U.S. Treasury Security on the
Reference Page set forth in the table above (in respect of each series of Notes, the "Reference
U.S. Treasury Security"), plus
• the applicable fixed spread for such series of Notes as specified in the table above (the "Fixed
Spread").
The sum of the Fixed Spread and the Reference Yield is referred to as the "Yield." Specifically, the
Total Consideration for each series of Notes will equal (i) the value of all remaining payments of
principal and interest on such series of Notes up to and including maturity date (or, as specified in the
Offer to Purchase, the par call date) of such series of Notes discounted to the Early Settlement Date at
a discount rate equal to the sum of (x) the Reference Yield for such series of Notes plus (y) the Fixed
Spread for such series of Notes, minus (ii) Accrued Interest to the Early Settlement Date for such
series of Notes.
For the applicable series of Notes, at the Tender Price Determination Time, if the Yield as determined
in accordance with the Offer to Purchase is less than the contractual annual rate of interest for such
series of Notes, then such Total Consideration will be calculated based on the par call date; if the
Yield as determined in accordance with the Offer to Purchase is higher than or equal to the contractual
annual rate of interest for such series of Notes, then such Total Consideration will be calculated based
on the maturity date. For the avoidance of doubt, the Total Consideration with respect to the 2040
Notes will be calculated based on the maturity date because the 2040 Notes are not redeemable at par
prior to their maturity under the terms of the 2040 Notes.
The Total Consideration in respect of each series of Notes, when calculated in the manner set out
above, already includes the early tender payment of $50 per $1,000 principal amount of such Notes
(the "Early Tender Payment"). To receive the applicable Total Consideration, which includes the
Early Tender Payment, holders must validly tender and not validly withdraw their Notes so that they
are received by the Information & Tender Agent at or prior to 5:00 p.m., New York City time, on
April 13, 2026, unless extended (such time, as the same may be extended, the "Early Tender Time").
Holders that validly tender Notes which tender is received by the Information & Tender Agent
following the Early Tender Time, but at or prior to the Expiration Time, and whose Notes are
accepted for purchase, will receive only the applicable Late Tender Offer Consideration, which is an
amount equal to the applicable Total Consideration minus the Early Tender Payment.
In addition to the relevant Late Tender Offer Consideration or Total Consideration, as applicable, all
Holders of Notes of a series accepted for purchase will also receive accrued and unpaid interest on
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such series of Notes from the last interest payment date up to, but not including, the Early Settlement
Date or the Final Settlement Date (as specified below), as applicable (the "Accrued Interest").
Holders should be aware that the expected Final Settlement Date (expected to be May 1, 2026)
coincides with a regular scheduled interest payment date for the 2028 Notes. As such, Accrued
Interest on any 2028 Notes tendered after the Early Tender Time but before the Expiration Time and
accepted for purchase by the Offeror will be paid pursuant to the usual payment process in the
ordinary course of business and not in the context of the applicable Offer for such Notes. As such, no
Accrued Interest shall be payable pursuant to the applicable Offer in respect of the 2028 Notes
tendered after the Early Tender Time but before the Expiration Time, unless the Final Settlement Date
is amended to a date which is not a regular scheduled interest payment date for the 2028 Notes.
Accrued interest on the 2030 Notes and the 2040 Notes will be paid on the regular interest payment
dates for such series of Notes (including, April 1, 2026 with respect to the 2030 Notes and April 15,
2026 with respect to the 2040 Notes) in accordance with the terms of such Notes and pursuant to the
usual payment process in the ordinary course of business, and in the context of the applicable Offer, in
accordance with the terms of the Offer to Purchase.
Holders of Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender
Time and that are accepted for purchase will receive the applicable Total Consideration plus Accrued
Interest on the Early Settlement Date (subject to the right of the Offeror to extend the Early Tender
Time and delay the acceptance of Tender Instructions as set out in the Offer to Purchase). The Early
Settlement Date will be promptly following the Early Tender Time and is expected to be April 16,
2026, the third business day after the Early Tender Time. Holders of Notes that are validly tendered
following the Early Tender Time but at or prior to the Expiration Time and that are accepted for
purchase will receive the applicable Late Tender Offer Consideration plus Accrued Interest on the
Final Settlement Date (subject to the right of the Offeror to extend the Expiration Time and delay the
acceptance of Tender Instructions as set out in the Offer to Purchase). The Final Settlement Date will
be promptly following the Expiration Time and is expected to be May 1, 2026, the third business day
after the Expiration Time.
Tender Instructions must be submitted in respect of a principal amount of Notes of no less than the
Minimum Authorized Denomination and may be submitted in respect of integral multiples of $1,000
above such Minimum Authorized Denomination. The "Minimum Authorized Denomination" is
$200,000 for the 2028 Notes and the 2030 Notes and $1,000 for the 2040 Notes.
Subject to the Aggregate Cap, the Sub-Cap, the proration arrangements applicable to the Offers and
subject to the satisfaction or waiver of the Conditions to the Offers, all Notes validly tendered on or
prior to the Early Tender Time having a higher Acceptance Priority Level (with "1" being the highest
Acceptance Priority Level and "3" being the lowest Acceptance Priority Level) will be accepted for
purchase before any tendered Notes having a lower Acceptance Priority Level are accepted for
purchase, and all Notes validly tendered after the Early Tender Time having a higher Acceptance
Priority Level will be accepted for purchase before any Notes tendered after the Early Tender Time
having a lower Acceptance Priority Level are accepted for purchase. However, subject to the
Aggregate Cap and the Sub-Cap, Notes validly tendered on or prior to the Early Tender Time will be
accepted for purchase in priority to any Notes tendered after the Early Tender Time even if such
Notes tendered after the Early Tender Time have a higher Acceptance Priority Level than Notes
tendered on or prior to the Early Tender Time.
The Offeror's obligation to accept for purchase and to pay for Notes validly tendered pursuant to each
Offer is subject to the satisfaction or waiver of the Conditions described in the Offer to Purchase. The
Offers are not conditioned on any minimum amount of Notes being tendered. Subject to applicable
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law, the Offeror expressly reserves the right, in its sole discretion, to terminate any of the Offers with
respect to the Notes if the conditions to the Offers are not satisfied.
If the Offeror is required to make an announcement relating to an extension of the Withdrawal
Deadline, the Early Tender Time or the Expiration Time, an amendment or termination of the Offers,
the results of proration of any series of Notes, or acceptance of the Notes of any series for purchase,
the Offeror will do so as promptly as practicable and, in the case of an extension of the Expiration
Time, no later than 9:00 a.m., New York City time, on the business day after the previously scheduled
Expiration Time. Announcements in connection with the Offers will be made by issuing a press
release to a widely disseminated news or wire service. Copies of all announcements, notices and press
releases will be available from the Information & Tender Agent. All documentation relating to the
Offers, together with any updates, will also be available (subject to eligibility confirmation and
registration) on the Offer Website https://deals.is.kroll.com/anglogoldashanti operated by the
Information & Tender Agent for the purpose of the Offers.
A tender of Notes for purchase pursuant to the Offers should be made by the submission of a valid
Tender Instruction. A separate Tender Instruction must be submitted on behalf of each beneficial
owner of the Notes and in respect of each series of Notes. Tenders and instructions other than in
accordance with the procedures set out in the Offer to Purchase will not be accepted.
INDICATIVE TIMETABLE
The following table sets out the expected dates and times of the key events relating to the Offers. This
is an indicative timetable and is subject to change.
Date and Time Action
March 30, 2026 Commencement of the Offers
Offer to Purchase available from the Information & Tender Agent and on
the Offer Website.
Offers announced through a press release to a recognized financial news
service in the manner described under "Terms and Conditions of the Offers
—Announcements" in the Offer to Purchase.
April 13, 2026, 5:00 p.m.
(New York City
time), unless extended Early Tender Time
The deadline for Holders to validly tender Notes and for such tenders to be
received by the Information & Tender Agent to be eligible for the
applicable Total Consideration, which includes the Early Tender Payment,
plus Accrued Interest.
The Offeror will issue a press release announcing the amount of each series
of Notes validly tendered and not validly withdrawn at or prior to the Early
Tender Time. Notes tendered at or prior to the Early Tender Time will be
subject to acceptance ahead of, and proration on a basis more favorable to,
Notes tendered thereafter.
4
April 13, 2026, 5:00 p.m.
(New York City time),
unless extended Withdrawal Deadline
The deadline for Holders to properly withdraw tenders of their Notes. If a
tender of Notes is properly withdrawn, the Holder will not receive any
consideration on the Early Settlement Date or the Final Settlement Date, as
applicable (unless that Holder validly re-tenders such Notes and such re-
tender is received by the Information & Tender Agent at or prior to the
Early Tender Time or Expiration Time, as applicable, and the Notes are
accepted by the Offeror).
April 14, 2026, 10:00 a.m.
(New York City time),
unless extended Tender Price Determination Time
The time at which the Reference Yield, the applicable Total Consideration
and the applicable Late Tender Offer Consideration with respect to each
series of Notes validly tendered and accepted for purchase will be
determined by the Dealer Managers.
The Offeror will issue a press release announcing the Reference Yield for
each series of Notes, the applicable Total Consideration and Late Tender
Offer Consideration for each such series of Notes, the amount of each series
of Notes validly tendered and to be accepted for purchase on the Early
Settlement Date and the details of proration, if any, as soon as practicable
after the determination thereof.
Expected to be April 16,
2026 Early Settlement Date
The date on which the Offeror will deposit with DTC the amount of cash
necessary to pay, and on which DTC will pay to each Holder whose Notes
are accepted for purchase as at the Early Tender Time, the applicable Total
Consideration, plus Accrued Interest, in respect of such Notes.
April 28, 2026, 5:00 p.m.
(New York City time),
unless extended Expiration Time
The deadline for Holders to validly tender Notes and for such tenders to be
received by the Information & Tender Agent to be eligible for the
applicable Late Tender Offer Consideration, plus Accrued Interest.
The Offeror will, if applicable, issue a press release announcing the amount
of each series of Notes validly tendered after the Early Tender Time and at
or prior to the Expiration Time and the amount of each such series of Notes
to be accepted for purchase as soon as reasonably practicable after the
Expiration Time.
5
Expected to be May 1, 2026 Final Settlement Date
If applicable, the date on which the Offeror will deposit with DTC the
amount of cash necessary to pay, and on which DTC will pay to each
Holder whose Notes are accepted for purchase but have not been previously
purchased, the applicable Late Tender Offer Consideration, plus Accrued
Interest in respect of such Notes.
The Offeror expressly reserves the right, in its sole discretion, subject to applicable law, to (i)
terminate any or all of the Offers and not accept for purchase any Notes of the relevant series tendered
pursuant to any such Offer if any of the Conditions to any such Offer are not satisfied or waived, (ii)
waive any and all of the Conditions to any Offer, (iii) extend the Early Tender Time or the Expiration
Time with respect to any Offer, (iv) change the Withdrawal Deadline, the Early Settlement Date and/
or the Final Settlement Date with respect to any Offer or (v) otherwise amend the other terms of any
or all of the Offers, including increasing or decreasing the Aggregate Cap and/or the Sub-Cap and
changing the Acceptance Priority Levels with respect to any of the series of Notes. In the event that
any Offer is terminated or otherwise not completed, the Total Consideration or the Late Tender Offer
Consideration, as applicable, and any Accrued Interest, relating to the Notes subject to such Offer will
not be paid or become payable pursuant to the Offers, without regard to whether Holders have validly
tendered their Notes (in which case such tendered Notes will be promptly returned to the Holders).
Holders of Notes are advised to read carefully the Offer to Purchase for full details of and
information on the procedures for participating in the Offers.
FURTHER INFORMATION
Holders of Notes may access the Offer to Purchase (subject to eligibility confirmation and
registration) at https://deals.is.kroll.com/anglogoldashanti.
Questions and requests for assistance in connection with the Offers may be directed to the Dealer
Managers:
Citigroup Global Markets Limited Goldman Sachs & Co. LLC
Citigroup Centre 200 West Street
Canada Square, Canary Wharf New York, New York 10282
London E14 5LB United States
United Kingdom Attention:
Attention: Liability Management Group
Liability Management Group Toll Free: +1 (800) 828-3182
In Europe: Europe: +44 207 7744836
+44 20 7986 8969 Email:
In the United States: Liabilitymanagement.eu@gs.com
Toll Free: +1 800 558 3745
Collect: +1 212 723 6106
Email:
liabilitymanagement.europe@citi.com
Questions and requests for assistance in connection with the tender of Notes including requests for a
copy of the Offer to Purchase may be directed to:
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INFORMATION & TENDER AGENT
Kroll Issuer Services Limited
The News Building
3 London Bridge Street
London SE1 9SG
United Kingdom
Attention: Owen Morris
Telephone: +44 20 7704 0880
E-mail: anglogoldashanti@is.kroll.com
Offer Website: https://deals.is.kroll.com/anglogoldashanti
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NOTICE AND DISCLAIMER
Subject to applicable law, the Offeror or any of its affiliates may, at any time and from time to time,
acquire Notes, other than pursuant to the Offers, through open market or privately negotiated
transactions, through tender offers, exchange offers, redemptions or otherwise, or the Offeror may
redeem Notes pursuant to their terms to the extent that such Notes then permit redemption. Any future
purchases of Notes may be on the same terms or on terms that are more or less favorable to Holders of
Notes than the terms of the Offers, and could be for cash or other consideration.
This announcement must be read in conjunction with the Offer to Purchase. This announcement and
the Offer to Purchase contain important information which must be read carefully before any decision
is made with respect to the Offers. If any Holder is in any doubt as to the action it should take or is
unsure of the impact of the Offers, it is recommended to seek its own financial and legal advice,
including as to any tax consequences, from its stockbroker, bank manager, attorney, accountant or
other independent financial or legal adviser. Any individual or company whose Notes are held on its
behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must
contact such entity if it wishes to tender Notes in the Offers (or to validly withdraw any such tender).
None of the Offeror, the Dealer Managers, the Information & Tender Agent or any person who
controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons,
makes any recommendation as to whether Holders of Notes should participate in the Offers.
Cautionary Statement
Certain statements contained in this document, other than statements of historical fact, including,
without limitation, those concerning the economic outlook for the gold mining industry, expectations
regarding gold prices, production, mine life, total cash costs, all-in sustaining costs, cost savings and
other operating results, return on equity, productivity improvements, growth prospects, preliminary
financial and production metrics for in-process projects, the ability to convert mineral resource into
mineral reserve and replace mineral reserves net of depletion from production and outlook of AGA's
operations, individually or in the aggregate, including the achievement of project milestones,
commencement and completion of commercial operations of certain of AGA's exploration and
production projects and the completion of acquisitions, dispositions or joint venture transactions,
AGA's liquidity and capital resources and capital expenditures and the outcome and consequences of
any potential or pending litigation or regulatory proceedings or environmental health and safety
issues, are forward-looking statements regarding AGA's financial reports, operations, economic
performance and financial condition. These forward-looking statements or forecasts involve known
and unknown risks, uncertainties and other factors that may cause AGA's actual results, performance,
actions or achievements to differ materially from the anticipated results, performance, actions or
achievements expressed or implied in these forward-looking statements. Although AGA believes that
the expectations reflected in such forward-looking statements and forecasts are reasonable, no
assurance can be given that such expectations will prove to have been correct. Accordingly, results,
performance, actions or achievements could differ materially from those set out in the forward-
looking statements as a result of, among other factors, changes in economic, social, political and
market conditions, including related to inflation or international conflicts, the success of business and
operating initiatives, changes in the regulatory environment and other government actions, including
environmental approvals, fluctuations in gold prices and exchange rates, the outcome of pending or
future litigation proceedings, any supply chain disruptions, any public health crises, pandemics or
epidemics, the failure to maintain effective internal control over financial reporting or effective
disclosure controls and procedures, the inability to remediate one or more material weaknesses, or the
discovery of additional material weaknesses, in AGA's internal control over financial reporting, and
other business and operational risks and challenges and other factors, including mining accidents. For
a discussion of such risk factors, refer to AGA's annual report on Form 20-F for the year ended
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December 31, 2025, which has been filed with the United States Securities and Exchange
Commission (the "SEC"). These factors are not necessarily all of the important factors that could
cause AGA's actual results, performance, actions or achievements to differ materially from those
expressed in any forward-looking statements. Other unknown or unpredictable factors could also have
material adverse effects on AGA's future results, performance, actions or achievements.
Consequently, readers are cautioned not to place undue reliance on forward-looking statements. AGA
undertakes no obligation to update publicly or release any revisions to these forward-looking
statements to reflect events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events, except to the extent required by applicable law. All subsequent written or oral
forward-looking statements attributable to AGA or any person acting on its behalf are qualified by the
cautionary statements herein.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Offer to Purchase do not constitute an offer or an invitation to participate
in the Offers in any jurisdiction in which, or to any person to or from whom, it is unlawful to make
such offer or invitation or for there to be such participation under applicable laws. The distribution of
this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons
into whose possession this announcement or the Offer to Purchase comes are required by the Offeror,
the Dealer Managers and the Information & Tender Agent to inform themselves about and to observe
any such restrictions.
United Kingdom
The Offer to Purchase and any other documents or materials relating to the Offers are only addressed
to Holders where they would (if they were clients of the Offeror) be per se professional clients or per
se eligible counterparties of the Offeror within the meaning of the rules of the Financial Conduct
Authority ("FCA"). Neither the Offer to Purchase nor any other related documents or materials are
addressed to or directed at any persons who would be retail clients within the meaning of the FCA
rules and any such persons should not act or rely on them. Recipients of the Offer to Purchase and any
other documents or materials relating to the Offers should note that the Offeror is acting on its own
account in relation to the Offers and will not be responsible to any other person for providing the
protections which would be afforded to clients of the Offeror or for providing advice in relation to the
Offers.
This announcement, the Offer to Purchase and any other documents or materials relating to the Offers
are not being made and such documents have not been approved by an authorized person for the
purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents
and/or materials are not being distributed to, and must not be passed on to, the general public in the
United Kingdom. The communication of the Offer to Purchase, and any other documents or materials
relating to the Offers, is exempt from the restriction on financial promotions under section 21 of the
FSMA on the basis that it is only directed at and may only be communicated to persons falling within
the definition of investment professionals (as defined by Article 19(5) of the Financial Promotion
Order) or persons who are within Article 43 of the Financial Promotion Order, and any other persons
to whom they may otherwise lawfully be communicated under the Financial Promotion Order.
EEA
In the EEA, this announcement and the Offers will not, directly or indirectly, be made to, or for the
account of, any person other than to qualified investors within the meaning of Article 2(e) of the
Prospectus Regulation.
9
Neither this announcement nor the Offer to Purchase, nor any other documentation or material
relating to the Offers, has been or will be submitted to a competent authority in the EEA for approval.
Therefore, neither the Offer to Purchase nor any other documentation or material relating to the Offers
qualify as an approved prospectus as meant in Article 6 of the Prospectus Regulation.
Accordingly, in the EEA, the Offers may not be made by way of an "offer of securities to the public"
within the meaning of Article 2(d) of the Prospectus Regulation and the Offers may not be promoted
and are not being made to, any person in the EEA (with the exception of "qualified investors" within
the meaning of Article 2(e) in conjunction with Article 1(4)(a) of the Prospectus Regulation). This
announcement, the Offer to Purchase and any other documentation or materials relating to the Offers
(including memoranda, information circulars, brochures or similar documents) have not been
forwarded or made available to, and are not being forwarded or made available to, directly or
indirectly, any such person.
With regard to the EEA, this announcement and the Offer to Purchase have been transmitted only for
personal use by the aforementioned qualified investors and only for the purpose of the Offers.
Accordingly, the information contained in this announcement and the Offer to Purchase may not be
used for any other purpose or be transmitted to any other person in the EEA.
Belgium
None of this announcement, the Offer to Purchase or any other documents or materials relating to the
Offers have been submitted to or will be submitted for approval or recognition to the Belgian
Financial Services and Markets Authority (Autorité des services marches financiers / Autoriteit voor
financiële diensten en markten) and, accordingly, the Offers may not be made in the Kingdom of
Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of April 1,
2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Offers may
not be advertised and the Offers will not be extended, and none of this announcement, the Offer to
Purchase or any other documents or materials relating to the Offers (including any memorandum,
information circular, brochure or any similar documents) has been or shall be distributed or made
available, directly or indirectly, to any person in the Kingdom of Belgium other than "qualified
investors" in the sense of Article 2(e) of the Prospectus Regulation, acting on their own account. This
announcement and/or the Offer to Purchase have been issued only for the personal use of the above
qualified investors and exclusively for the purpose of the Offers. Accordingly, the information
contained in this announcement and/or Offer to Purchase may not be used for any other purpose or
disclosed to any other person in the Kingdom of Belgium.
France
This announcement, the Offer to Purchase and any other documents or offering materials relating to
the Offers may not be distributed in the Republic of France except to qualified investors (investisseurs
qualifiés) as defined in Article L.411-2 1° of the French Code monétaire et financier Article 2(e) of
the Prospectus Regulation. The Offer to Purchase has not been and will not be submitted for clearance
to the Autorité des marchés financiers.
Italy
None of the Offers, this announcement, the Offer to Purchase or any other documents or materials
relating to the Offers have been or will be submitted to the clearance procedure of the Commissione
Nazionale per le Società e la Borsa ("CONSOB"), pursuant to applicable Italian laws and regulations.
The Offers are being carried out in the Republic of Italy as an exempted offer pursuant to article 101-
bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May
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14, 1999, as amended (the "Issuers' Regulation"). The Offers are also being carried out in
compliance with article 35-bis, paragraph 7 of the Issuers' Regulation.
Holders or beneficial owners of the Notes that are located in Italy can tender the Notes through
authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct
such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307
of February 15, 2018, as amended from time to time, and Legislative Decree No. 385 of September 1,
1993, as amended) and in compliance with applicable laws and regulations or with requirements
imposed by CONSOB or any other Italian authority.
General
This announcement is for informational purposes only and shall not constitute an offer to buy, a
solicitation to buy or an offer to sell any securities. The Offers are being made only pursuant to the
Offer to Purchase and only in such jurisdictions as is permitted under applicable law. Please see the
Offer to Purchase for certain important information on offer restrictions applicable to the Offers.
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Date: 30-03-2026 11:35:00
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