Notice is hereby given pursuant to Sections 3.1, 3.2, 3.3, 3.4 and 12.2 of the indenture dated as of May 17, 2021, as amended, supplemented or waived from time to time, by and among, inter alios, the Issuer, the guarantors party thereto, GLAS Trust Company LLC as trustee (the "Trustee"), paying agent (the "Paying Agent"), transfer agent and registrar, and GLAS Trust Corporation Limited as security agent (the "Indenture") relating to the Issuer's 10¼% Senior Secured Notes due 2026 (the "Existing Notes"), that the Issuer has elected to redeem (the "Redemption") $100,000,000.00 of the Existing Notes outstanding (the "Redeemed Existing Notes") in cash at par and on a pro rata basis for all Holders on April 23, 2026 pursuant to paragraph 6(b) of the Existing Notes and Section 3.8(b) of the Indenture, subject to the satisfaction or waiver by the Issuer (in its sole discretion) of the Conditions Precedent (as defined below). The terms and conditions of the Redemption are as follows (capitalized terms used but not defined herein have the meanings ascribed to them in the Indenture):
The redemption date of the Redeemed Existing Notes will be April 23, 2026 (or such later date to which the redemption date may be delayed in accordance with paragraph 8 hereof, the "Redemption Date") and the record date will be April 22, 2026 (or such later date to which the record date may be delayed in accordance with paragraph 8 hereof, the "Record Date").
The redemption price of the Redeemed Existing Notes is 100.000% of the principal amount of such Redeemed Existing Notes plus accrued and unpaid interest from (and including) November 15, 2025 (the last Interest Payment Date for which interest on such Existing Notes was paid) to (but excluding) the Redemption Date (the "Redemption Price"). Assuming a Redemption Date of April 23, 2026, the accrued and unpaid interest from and including November 15, 2025, to, but excluding, such assumed Redemption Date, will be $4,498,611.11 ($44.99 per $1,000 denomination) for the Redeemed Existing Notes. If the Conditions Precedent (as defined below) have not been satisfied or waived by the Issuer (in its sole discretion) on or before April 23, 2026 and the Redemption Date is delayed in accordance with paragraph 8 hereof, the Issuer will inform the Holders in writing on or prior to the original Redemption Date of the new amount of accrued and unpaid interest from (and including) November 15, 2025, to, but excluding, the new Redemption Date.
The Existing Notes called for redemption must be surrendered to GLAS Trust Company LLC as Paying Agent, at 3 Second Street, Suite 203, Jersey City, NJ 07311, United States of America, Attention: Corporate Trust Administration, to collect the Redemption Price.
Unless the Issuer defaults in making the redemption payment in the amount of the Redemption Price or the Paying Agent is prohibited from making such payment pursuant to the terms of the Indenture, interest on the Existing Notes called for redemption shall cease to accrue on and after the Redemption Date.
Existing Notes will be redeemed in accordance with paragraph 6(b) of the Existing Notes and Section 3.8(b) of the Indenture. Assuming a Redemption Date of April 23, 2026, the Redemption Price will be $104,498,611.11, and the aggregate principal amount of Existing Notes to be outstanding after the Redemption shall be $1,185,245,000.
The ISIN and CUSIP numbers in relation to the Existing Notes being redeemed are as set forth above. No representation is made as to the correctness or accuracy of such numbers listed in this Notice of Conditional Redemption or printed on the Existing Notes.
The Issuer's obligation to redeem any of the Existing Notes on the Redemption Date is conditional upon: (a) the expiration of the Consent Solicitation (as defined below) at 11:59
P.M. (New York City time), on April 21, 2026, being the consent solicitation announced by the Issuer on March 25, 2026 (the "Consent Solicitation"), pursuant to the consent solicitation statement of the same date (the "Consent Solicitation Statement") through which the Issuer has solicited consents from Holders to approve (i) certain amendments and waivers to the Indenture, (ii) certain amendments to the intercreditor agreement and (iii) the release of the Existing Notes and issuance of New Notes to all Holders (regardless of whether they participate in the Consent Solicitation) as a new series of notes under the Amended and Restated Indenture (in each case, as defined in the Consent Solicitation Statement) and (b) the execution by, inter alios, the Issuer, the Guarantors (as defined in the Consent Solicitation Statement) and the Trustee of the Implementation Deed (as described in the Consent Solicitation Statement) ((a) and (b) together, the "Conditions Precedent"). The Issuer may, in its sole discretion, terminate, extend or amend the Consent Solicitation at any time as described in the Consent Solicitation Statement.
In the Issuer's sole discretion, the Redemption Date and/or the Record Date may be delayed until such time as the Conditions Precedent shall be satisfied or, if applicable, waived, but in no case shall the Redemption Date be more than 60 days from the date hereof. Further, no Redemption may occur at all and this Notice of Conditional Redemption may be rescinded in the event that the Conditions Precedent have not been satisfied or, if applicable, waived by the original Redemption Date, or by the Redemption Date so delayed.
Accordingly, none of the Existing Notes shall be deemed due and payable on the Redemption Date, unless and until the Conditions Precedent are satisfied or waived by the Issuer in its sole discretion. If, in the sole discretion of the Issuer, the Conditions Precedent are not or will not be satisfied or waived on or prior to the Redemption Date, any Existing Notes previously surrendered to the Paying Agent shall be returned to the Holders thereof and the Redemption will be revoked. The Issuer will inform the Holders in writing on or prior to the Redemption Date as to whether the Conditions Precedent have been satisfied and whether the Redemption will be revoked stating the reasons therefor.
This Notice of Conditional Redemption and any non-contractual obligations arising out of or in connection with it are governed by New York law.
Any questions regarding this Notice of Conditional Redemption should be directed to the Issuer at:
Tullow Oil plc 9 Chiswick Park
566 Chiswick High Road London W4 5XT
United Kingdom Attention: Mike Walsh
Telephone: +44 (0) 20 3249 8801
E-mail: generalcounsel@tullowoil.com
Issued by: Tullow Oil plc
Dated: April 21, 2026
This announcement does not constitute an offer to sell by Tullow Oil plc as Issuer or the solicitation of an offer to buy securities in any jurisdiction. It may be unlawful to distribute this document in certain jurisdictions.
This announcement contains certain forward-looking statements with respect to certain of the Issuer's current expectations and projections about future events. These statements, which sometimes use words such as "intend," "proposed," "plan," "expect," and words of similar meaning, reflect management's beliefs and expectations and involve a number of risks, uncertainties and assumptions (including the completion of the transactions described in this announcement) that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, the Issuer assumes no responsibility or obligation to update publicly or review any of the forward-looking statements contained in it. Readers should not place undue reliance on forward-looking statements, which speak only as at the date of this announcement.