NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT OR THE INVITATION MEMORANDUM (AS DEFINED BELOW).

5 September 2024

THE REPUBLIC OF GHANA

LAUNCH OF AN EXCHANGE OFFER AND CONSENT SOLICITATION

IN RESPECT OF THE REPUBLIC OF GHANA'S EUROBONDS

The Republic of Ghana ("Ghana", the "Republic" or the "Issuer"), acting through its Ministry of Finance, is pleased to announce the launch of:

(i)         an invitation to Eligible Holders of each series of Notes listed in the Table A below (the "Existing Notes") to exchange any and all of their holdings of Existing Notes for either or a combination of the Par Menu and the Disco Menu, each as described in Table C below and consisting of a package of new notes of the Republic (as listed in Table D below, the "New Notes") (as further described below, the "Exchange Offer") and

(ii)         a solicitation of consents from Holders of the Existing Notes to consider and, if thought fit, consent to or vote in favour of extraordinary resolutions in connection with their respective Existing Notes (collectively, the "Extraordinary Resolutions") to approve, inter alia, mandatorily exchanging the Existing Notes that are not exchanged pursuant to the Exchange Offer for New Notes in accordance with the Invitation Memorandum and, in respect of the 2015 WB-Guaranteed Notes only, the amendment of the 2015 WB-Guaranteed Notes and the terms of guarantee of the World Bank with respect to such notes (the "World Bank Guarantee") so as to permit acceleration and termination of the World Bank Guarantee and the making of the World Bank Payment (as further described below, the "Consent Solicitation" and, together with the Exchange Offer, the "Invitation").

In addition, Holders may also be eligible to receive a Consent Fee and/or Special Consideration Payments in relation to the Invitation - see below for a description of the conditions under which holders may receive a Consent Fee and Special Consideration Payments.

The Invitation is made on the terms and subject to the conditions set forth in the Invitation Memorandum dated 5 September 2024 (the "Invitation Memorandum"), which is available to Holders by accessing the Transaction Website: https://projects.sodali.com/ghana, subject to eligibility confirmation and registration, or by contacting Sodali & Co (the "Information and Tabulation Agent"), the contact details for which are set out at the end of this announcement. Terms used in this announcement but not defined herein have the respective meanings given to them in the Invitation Memorandum.

Table A-Existing Notes

Summary of Procedures for Participating in the Invitation

Procedures for participating in the Invitation will differ depending on the type of Existing Notes and the applicable Clearing System, as described in Table B below (and as further described and subject to the Invitation Memorandum).

Table B - Participation Mechanisms

Eligible Holders electing for a combination of Par Menu and the Disco Menu must submit separate instructions (as applicable) for each menu.

Eligible Holders of the DTC Non-Aggregated CAC Notes should take action separately in respect of each of (i) the Exchange Offer and (ii) the Consent Solicitation. A vote in favour by way of Form of Sub-Proxy should be submitted prior to the Early Consent Deadline in order to be eligible for the Consent Fee. Such Eligible Holders must submit a valid Exchange Instruction prior to the Expiration Deadline if the wish to make an election of their preference between the Par Menu and the Disco Menu.

Eligible Holders who do not wish to tender their Existing Notes for exchange (or, where applicable, consent to the Extraordinary Resolution by submitting an Electronic Consent) should nevertheless submit an Eligibility Certification (at or prior to the Expiration Deadline) or a Holding Period Instruction (at or prior to the Holding Period Termination Deadline) in order to receive the New Notes on the Issue Date or the Holding Period Distribution Date, as applicable, should the relevant Extraordinary Resolutions be approved and implemented.

Invitation Background

Since 2022, Ghana has faced a challenging economic situation amid an increasingly difficult global economic environment marked by the COVID-19 pandemic, the global economic shock created by the Russian invasion of Ukraine, and disruptions to global supply chains. These adverse developments exposed Ghana to a surge in inflation, significant exchange rate depreciation, and increased fiscal stress. To address the economic crisis, the Government of Ghana (the "Government") formally requested financial assistance from the International Monetary Fund (the "IMF"), leading to comprehensive engagement with the IMF, including a fact-finding mission that laid the groundwork for Ghana's financial support programme. Subsequently, the IMF approved a 36-month arrangement under the IMF's Extended Credit Facility for Ghana in May 2023, amounting to approximately U.S.$3 billion (the "IMF Programme"). Debt sustainability analyses conducted at the time, including those by the IMF, concluded that Ghana faced significant financing gaps and that its public debt was unsustainable. To alleviate the debt burden transparently and expediently, the Government initiated a programme to treat its public debt, both domestic and external, as part of a broader agenda to implement structural and fiscal reforms aimed at kickstarting growth and restoring fiscal and debt sustainability.

As part of the debt treatment associated with the IMF Programme, the Government has taken the following steps, inter alia:

•           In December 2022, it formally submitted a request for debt treatment under the G20 Common Framework for Debt Treatment Beyond the Debt Service Suspension Initiative (CF-DSSI) and announced the suspension of debt servicing on certain categories of its external debt shortly after. This suspension included payments on Eurobonds, commercial term loans, and most bilateral debt but excluded multilateral debt and new debts contracted after this date. This announcement triggered a sovereign default.

•           In December 2022,  Ghana launched a Domestic Debt Exchange Programme ("DDEP") to restructure its domestic debt. The DDEP achieved approximately 90% overall participation, and both the Government and the IMF concluded that it was successful in significantly contributing to managing public debt, stabilising the macroeconomic environment, and providing the Government with some relief through reduced coupon rates and lengthened maturities.

•           Ghana's official bilateral creditors, operating under the auspices of the Paris Club, established Ghana's Official Creditor Committee (the "OCC") on 12 May 2023. The OCC, co-chaired by France and China, is tasked with negotiating the restructuring Ghana's official bilateral debt. An agreement in principle regarding the restructuring parameters was reached on 12 January 2024, and a consensus on the content of a Memorandum of Understanding ("MoU") was reached on 11 June 2024. The MoU also aims to strengthen ongoing discussions with private creditors to secure comparable debt relief agreements.

•           On 24 June 2024, pursuant to the country's debt treatment programme, the Government reached an Agreement in Principle (the "AIP") with representatives of holders of approximately 55% of the Recognised Principal Amount of the Existing Notes on the restructuring terms of the Existing Notes. The AIP has been supported by the IMF and Ghana's Official Creditor Committee on the basis that it involves concessions from bondholders, including a reduction of claims and cash flow relief during the IMF Programme.

The AIP is reflected in the commercial terms of New Notes as described in the Invitation Memorandum including the menus of New Notes available to Eligible Holders, timelines, consent fees, special consideration payments and other commercial terms negotiated and agreed upon with representatives of a significant portion of the Existing Notes. The successful completion of the Consent Solicitation and Exchange Offer is a critical component of both Ghana's debt treatment programme for reducing public debt and the success of the IMF Programme. It is intended to contribute to unlocking international community support and, coupled with Ghana's implementation of economic reforms, to allow Ghana to achieve its medium term debt targets. As a result of the Consent Solicitation and Exchange Offer, Eligible Holders receive the opportunity to exchange out of their Existing Notes that are subject to the suspension on debt servicing, and into the New Notes with the interest and amortisation payment schedules detailed in the Invitation Memorandum.

Exchange Offer

Subject to the terms and conditions of the Invitation, Existing Notes will be exchanged for either or a combination of the Par Menu and the Disco Menu (each menu as described in Table C below), each consisting of a package of New Notes (the "Consideration").

The total Recognised Principal Amount of Existing Notes exchanged for the Par Menu may not exceed U.S.$1,600,000,000 (the "Par Menu Cap"). Subject to the Par Menu Cap, Eligible Holders who validly tender Existing Notes pursuant to the Exchange Offer will receive preference to elect into the Par Menu, and may elect between allocations of the Disco Menu and the Par Menu.

If the Par Menu Cap would be exceeded by virtue of exchanging Eligible Holders electing into that option in excess of the Par Menu Cap, then the Par New Notes will be allocated to those exchanging Eligible Holders on a pro rata basis across all Series of Existing Notes (with such proration to be applied pursuant to a specific approach and conditions as set forth in detail in the Invitation Memorandum) and thereafter the exchanging Eligible Holders will receive Disco New Notes in respect of the remaining balance of New Notes due to them pursuant to the Exchange Offer. If, on the contrary, the Par Menu Cap is not reached, any remaining portion of the Par Menu Cap that remains available will, at Ghana's sole discretion, be allocated successively (i) between non-exchanging Eligible Holders that certify their eligibility by the Expiration Deadline, and (ii) between Eligible Holders that certify their eligibility after the Expiration Deadline but before the Holding Period Termination Deadline, and as part of the Substitute Consideration to Ineligible Holders and Eligible Holders who did not participate in the Invitation.

Table C - New Notes Distribution

Holders of the Zero-Coupon Notes will not be eligible to receive the Post-Default Interest New Notes (as defined in Table D below), as accrued interest on the Zero-Coupon Notes is accounted for in the Recognised Principal Amount. Holders of the 2015 WB-Guaranteed Notes will also not be eligible to receive the Post-Default Interest New Notes given that accrued interest on 2015 WB-Guaranteed Notes since the most recent coupon payment date is to be covered by the World Bank Payment.

For the purpose of the Invitation, "Recognised Principal Amount" means (i) in respect of the Zero-Coupon Notes (as defined in Table A above), an amount equal to the initial proceeds at the issue date of the relevant amount of Zero-Coupon Notes plus accrued interest computed at the implicit yield at issuance of 6.309% up to (and including) 31 December 2023 (such amount being U.S.$485,192,766 in respect of the total U.S.$525,000,000 nominal amount); and (ii) for all other Series of Existing Notes, the aggregate outstanding principal amount of such Existing Notes.

Table D - New Notes

Consent Fee

In the event that all Extraordinary Resolutions with respect to all Series of Existing Notes are approved, they will be implemented by the Issuer (subject to the satisfaction or waiver of the Conditions), each in accordance with its terms (or, alternatively, if the Aggregated CAC Extraordinary Resolution is passed but any Extraordinary Resolution in respect of a Non-Aggregated CAC Notes does not pass, the Issuer may elect to implement all Extraordinary Resolutions that pass by electing to waive the Condition that all other Extraordinary Resolutions be passed (subject, in the case of the 2015 WB-Guaranteed Notes, to the satisfaction of the World Bank Condition)) and the Issuer (or its nominee) will pay a "Consent Fee" consisting of U.S.$10 per U.S.$1,000 of Recognised Principal Amount of Existing Notes in respect of the relevant Series to each Holder who has delivered (and has not validly withdrawn or revoked) a Consent Instruction consenting to or voting in favour of (as applicable) (i) an Extraordinary Resolution that has passed or (ii) an Extraordinary Resolution that has not passed (in the event such Eligible Holders' Existing Notes are accepted for exchange), in each case at or prior to the Early Consent Deadline and, in the case of the 2015 WB-Guaranteed Notes, subject to the satisfaction of the World Bank Condition.

Special Consideration Payments

Ghana will also make two special consideration payments in cash to holders of record (as further described in the Invitation Memorandum) of Short-Term Disco New Notes, Long-Term Disco New Notes and Long-Term Par New Notes (each as defined in Table D above) (i) on the First Amortisation Date of such New Note, equivalent to the interest that would have accrued on each such New Note from (and including) 3 January 2024 up to (but excluding) 3 July 2024 (the "First Special Consideration Payment"), and (ii) on the First Interest Payment Date of such New Note, equivalent to the interest that would have accrued on each such New Note from (and including) 3 July 2024 up to (but excluding) the Issue Date (the "Second Special Consideration Payment" and, together with the First Special Consideration Payment, the "Special Consideration Payments").

2015 WB-Guaranteed Notes and Amendment of the 2015 WB-Guaranteed Notes

The implementation of the Invitation in respect of the 2015 WB-Guaranteed Notes will also be subject to the satisfaction of the World Bank Condition, and the implementation of the Invitation in respect of the 2015 WB-Guaranteed Notes, and the World Bank Payment will be conditional on the passing of the Extraordinary Resolution in respect of the 2015 WB-Guaranteed Notes (the "2015 Extraordinary Resolution"), the satisfaction or waiver of all other Conditions and the New Notes being issued in exchange for the 2015 WB-Guaranteed Notes, subject to which the World Bank's obligations under the World Bank Guarantee will terminate effective upon both the New Notes being issued in exchange for the 2015 WB-Guaranteed Notes and the making of a cash payment in immediately available funds to Deutsche Bank AG, London Branch as paying agent (the "World Bank Payment") of an amount equivalent to the present value of the expected remaining cash payments under the guarantee scheduled between 14 October 2024 and 14 October 2026 (valued at a 5% discount rate) (which will be approximately U.S.$212,000,000, depending on the Issue Date and subject to adjustment in the event that prior to the Issue Date the World Bank makes a payment on the 2015 WB-Guaranteed Notes in connection with such notes' interest payment date scheduled for 14 October 2024). The World Bank Payment shall only be made following the receipt by the World Bank and Deutsche Bank AG, London Branch, as paying agent, of confirmation from Ghana that (i) all Conditions to the Invitation as relating to the 2015 WB-Guaranteed Notes have been satisfied (or waived, as applicable), (ii) Ghana has authorized the delivery of the New Notes to the Clearing Systems, (iii) all signatures to the documents to be executed by and on the Issue Date of the New Notes being issued in exchange for the 2015 WB-Guaranteed Notes have been released and (iv) the New Notes to be issued in exchange for the 2015 WB-Guaranteed Notes have been issued to the Clearing Systems, and, subject to the aforesaid, shall be made on the Issue Date of the New Notes being issued in exchange for the 2015 WB-Guaranteed Notes or as soon as practicable thereafter and, in any event, by the Invitation Longstop Date (the "World Bank Payment Date"); provided, that, should the Issue Date of the New Notes being issued in exchange for the 2015 WB-Guaranteed Notes coincide with the Invitation Longstop Date, the World Bank Payment shall not be due until five Business Days after the Invitation Longstop Date. The World Bank Payment is to be distributed and paid on a pro rata basis among all Holders of 2015 WB-Guaranteed Notes (whether Eligible Holders or Ineligible Holders) holding such 2015 WB-Guaranteed Notes on the date that is one Business Day before the Issue Date). For the avoidance of doubt, since it will be distributed on the Issue Date of the New Notes being issued in exchange for the 2015 WB-Guaranteed Notes or as soon as practicable thereafter (or as otherwise provided in the Invitation Memorandum), the World Bank Payment is not subject to the Holding Period Arrangement.

Meetings; Extraordinary Resolutions

Holders of 2013 Notes, 2014 Notes and 2015 WB-Guaranteed Notes (each as defined in Table A above; together the "Non-Aggregated CAC Notes") are convened to the respective Meetings to be held at the offices of Hogan Lovells International LLP at Atlantic House, 50 Holborn Viaduct, London, EC1A 2FG, England, United Kingdom, to consider the relevant Extraordinary Resolutions and, if thought fit, approve them. The notices convening such Meetings have been published on the date hereof in accordance with the relevant terms and conditions of the Existing Notes.

No meetings will be held in connection with any Series of Aggregated CAC Notes. Extraordinary Resolutions in respect thereof have been proposed to be passed via Electronic Consent, as described above and in the Invitation Memorandum. If the Issuer elects in its sole discretion, the Aggregation Agent may aggregate the votes cast in favour of the 2015 Extraordinary Resolution with the votes cast in favour of the Extraordinary Resolutions in respect of the Aggregated CAC Notes to determine whether the Aggregated Requisite Approvals have been met.

If the Extraordinary Resolutions in respect of all Series of Existing Notes have passed (or, alternatively, if only some Extraordinary Resolutions (including, for the avoidance of doubt, the Aggregated CAC Extraordinary Resolution) have passed) and the Conditions have been satisfied or (to the extent capable of being waived) waived, Ghana will declare all such Extraordinary Resolutions that have passed to be effective and accept all offers to exchange pursuant to the Exchange Offer in respect of all Series of Existing Notes (including, for the avoidance of doubt, offers in respect of any Series of Non-Aggregated CAC Notes for which the relevant Extraordinary Resolution has not passed but subject in the case of the 2015 WB-Guaranteed Notes to the satisfaction of the World Bank Condition) as promptly as practicable after the relevant Meeting Date (for the Non-Aggregated CAC Notes) or the announcement of results (for the Aggregated CAC Notes).

Consequences for Failing to Participate in the Invitation by the Expiration Deadline

Holders who do not tender their Existing Notes by the Expiration Deadline, fail to certify their status as Eligible Holders, or certify themselves as Ineligible Holders will not receive on or following the Issue Date the Consideration or First Special Consideration Payment they would have otherwise received under the terms of the Invitation. Instead, if the Extraordinary Resolution relating to the relevant Series of Existing Notes is passed and becomes effective pursuant to the terms of the Invitation, the Consideration and First Special Consideration Payment in respect of any such Holders will be transferred on the Issue Date to a Custodian's account in the relevant Clearing System. Eligible Holders will nevertheless have the opportunity after the Expiration Deadline but no later than the Holding Period Termination Deadline to certify their status as such in order to receive their respective entitlements (including any principal and interest accrued on the New Notes since the Issue Date). As soon as reasonably practicable following the Holding Period Termination Deadline, the Custodian or Ghana will sell in one or more transactions the Consideration in respect of Ineligible Holders and those Holders who do not participate in the Invitation (the "Sale(s)"). The net cash proceeds from these Sales, along with any accrued principal, interest, and Special Consideration Payments (collectively, "Substitute Consideration"), will be distributed to such Holders on the Holding Period Distribution Date. For avoidance of doubt, Eligible Holders who do not tender their Existing Notes for exchange shall not be able to specify a preference between the Disco Menu and the Par Menu and shall be assigned between those menus as further detailed in the Invitation Memorandum.

Conditions of the Invitation

The Invitation is conditional upon satisfaction (as determined by Ghana) of the following conditions (the "Conditions"):

(a)        there not having been instituted any legal action, investigation or proceeding by or before any court or governmental, regulatory, arbitral or administrative body of competent jurisdiction which:

(1)           makes or seeks to make illegal the exchange of Existing Notes for New Notes pursuant to the Exchange Offer (other than by way of the implementation of, or changes to existing, applicable legislation);

(2)           would or might result in a delay in, or restrict, the ability of Ghana to issue or deliver the New Notes in exchange for Existing Notes, or take any action required (in Ghana's sole discretion, acting reasonably) in connection with all relevant Extraordinary Resolutions; or

(3)           imposes or seeks to impose limitations on the ability of Ghana to issue or deliver the New Notes in exchange for Existing Notes or take any action required (in Ghana's sole discretion, acting reasonably) in connection with all relevant Extraordinary Resolutions;

(b)        all government and other approvals necessary for the implementation of all relevant Extraordinary Resolutions and the other transactions contemplated by the Consent Solicitation and the Invitation, including the settlement of the Exchange, having been obtained and being in full force and effect;

(c)        there not having been any change or development that, in Ghana's sole discretion, acting reasonably,  materially reduces the anticipated benefits to Ghana of the Invitation or that could be likely to prejudice materially the success of the Invitation or that has had, or could reasonably be expected to have, a material adverse effect on Ghana or its economy;

(d)        each of the Extraordinary Resolutions in relation to the 2013 Notes, the 2014 Notes and the 2015 WB-Guaranteed Notes have passed;

(e)        the Aggregated CAC Extraordinary Resolution has passed;

(f)        satisfaction of the condition that, on or prior to the Issue Date and by the World Bank Longstop Date (including any extension thereto as described in the Invitation Memorandum), the Board of Directors of the World Bank will have consented to the modification of the 2015 WB-Guaranteed Notes and the Deed of Guarantee to permit the acceleration and termination of the World Bank Guarantee and the making of the World Bank Payment (the "World Bank Condition");

(g)       delivery to the Dealer Managers on the Issue Date of the legal opinions required under the Dealer Manager Agreement;

(h)        the Issue Date occurring by the Invitation Longstop Date; and

(i)         payment by Ghana on the Issue Date of the Committee Fees Payment and the Committee Fees Shortfall as provided in the Invitation Memorandum.

Ghana may, in its sole and absolute discretion, acting reasonably, waive any of either paragraphs (a), (c) or (d) of the Conditions. Paragraphs (b), (e), (g), (h) and (i) of the Conditions may not to be waived. Paragraph (f) may not be waived with respect to the 2015 WB-Guaranteed Notes but may be waived with respect to all other Series of Existing Notes. If the Aggregated CAC Extraordinary Resolution is not duly passed and/or if paragraph (h) of the Conditions is not complied with, the Conditions will not be satisfied, the Invitation will not proceed and the Exchange will not be completed in respect of any Series of Existing Notes. Subject to the exceptions in this paragraph, if the Conditions are satisfied, the Exchange will be implemented in respect of all relevant Series of Existing Notes.

Expected Timetable of Events

The above times and dates are subject to the right of Ghana to extend, re-open, amend and/or terminate the Invitation or modify the deadlines and/or the Issue Date (subject to applicable law and the applicable Existing Agency Agreement and as provided in the Invitation Memorandum) with respect to the Existing Notes; provided that any delay in settling the Invitation that extends beyond the Invitation Longstop Date will result in Ghana's termination of the Invitation.

Holders of Existing Notes are advised to check with any bank, securities broker or other intermediary through which they hold Existing Notes when such intermediary would need to receive instructions from a Holder in order for that Holder to be able to participate in the Invitation before the deadlines set out above. The deadlines set by any such intermediary and the Clearing System for the submission of Consent Instructions may be earlier than the relevant deadlines above. See "The Invitation-Procedures for Participating in the Invitation".

This announcement is released by The Republic of Ghana, represented by its Ministry of Finance, and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of Regulation (EU) 596/2014, including as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, encompassing information relating to the Exchange Offer and the Consent Solicitation described above.

This notice only includes certain terms of the Exchange Offer and Consent Solicitation and a complete description of the terms and conditions of the Exchange Offer and the Consent Solicitation is set out in the Invitation Memorandum. Holders must refer to the Invitation Memorandum for further details on the Exchange Offer and the Consent Solicitation and for details regarding how to participate.

Any questions regarding the terms of the Invitation may be directed to the Dealer Managers or to the Information and Tabulation Agent at the addresses and telephone numbers specified below:

Dealer Managers

Disclaimer

This announcement must be read in conjunction with the Invitation Memorandum. No offer or invitation to acquire or sell any securities is being made pursuant to this announcement. The Dealer Managers do not take responsibility for the contents of this announcement.

United Kingdom

This announcement and the Invitation Memorandum is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any New Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). This announcement and the Invitation Memorandum is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which the Invitation Memorandum relates is permitted only by Relevant Persons and will be engaged in only with Relevant Persons.

France

The Exchange Offer is not being made, directly or indirectly, to the public in the Republic of France ("France").  Neither the Invitation Memorandum nor any other document or material relating to the Exchange Offer (including this announcement) has been or shall be distributed to the public in France and only qualified investors (Investisseurs Qualifiés), with the exception of individuals, within the meaning of Article 2(e) of the Prospectus Regulation and in accordance with Articles L.411-1 and L.411-2 of the French Code Monétaire et Financier, are eligible to participate in the Exchange Offer.  The Invitation Memorandum has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Italy

None of the Invitation Memorandum or any other document or materials relating to the Exchange Offer (including this announcement)  have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.

The Exchange Offer is being carried out in the Republic of Italy ("Italy") as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.  Accordingly, Holders of the Existing Notes that are located in Italy can tender Existing Notes for exchange pursuant to the Exchange Offer through authorised 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 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended from time to time) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB, Bank of Italy or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Existing Notes or the Exchange Offer.

MANUFACTURER TARGET MARKET (UK MIFIR PRODUCT GOVERNANCE) IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY (ALL DISTRIBUTION CHANNELS).