NOT FOR RELEASE, PUBLICATION DISTRIBUTION OR USE, IN WHOLE OR IN PART, IN THE UNITED STATES OF AMERICA OR OTHERWISE BY, IN, INTO FROM OR TO ANY JURISDICTION OR PERSON WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF ANY LAW OR REGULATION

5 March 2025

ROEMER CAPITAL (EUROPE) LIMITED

Announcement of Invitation to Voluntary Tender

to the holders of Gaz Capital S.A. USD 4.950 per cent. Loan Participation Notes due 2027 (ISIN: XS1585190389, Bloomberg: GAZPRU 4.95 03/23/27 REGS) (“Notes”)

THIS INVITATION WILL EXPIRE AT 16:00 UTC ON 26 FEBRUARY 2025 (“EXPIRATION TIME”).

Roemer Capital (Europe) Limited (the “Purchaser”) is inviting certain holders of Notes to tender for the sale of up to USD 100,000,000 aggregate principal amount of Notes for cash at a purchase price of USD 720 (72%) for each USD 1,000 in principal amount (the “Purchase Price”), subject to the terms and conditions set out the Invitation to Voluntary Tender Memorandum (the “Memorandum”) and template tender instructions (the “Tender Instruction”) each available on the designated website (collectively, the “Tender Documents”). The Purchase Price shall be deemed to include any and all accrued but unpaid interest on any tendered Eligible Notes for any periods.

The Purchaser is a private company limited by shares, incorporated and registered in the Republic of Cyprus with company number HE 333287, whose registered office is at Georgiou Karaiskaki, 17, LIMASSOL BUSINESS CENTRE, Floor 4, Office 4, 3032 Limassol, Cyprus. The Purchaser is authorised and regulated by the Cyprus Securities and Exchange Commission of P.O. BOX 24996, 1306 Nicosia, Cyprus, CIF Licence Number 305/16. The Purchaser is not affiliated with and is not acting on behalf of Public Joint Stock Company Gazprom or its management.

TENDER DOCUMENTS

Memorandum:

Template Tender Instruction:

THE INFORMATION CONTAINED IN THE TENDER DOCUMENTS IS ADDRESSED EXCLUSIVELY TO ELIGIBLE SELLERS (AS DEFINED IN SECTION 3 OF THE MEMORANDUM) AND THEIR AUTHORISED REPRESENTATIVES AND AGENTS.

OR THE AVOIDANCE OF DOUBT, NOTES THAT ARE NOT AVAILABLE FOR SETTLEMENT THROUGH EUROCLEAR BANK SA/NV AND/OR CLEARSTREAM BANKING S.A. SETTLEMENT SYSTEMS (INCLUDING, WITHOUT LIMITATION, ANY NOTES HELD THROUGH DEPOSITARY TRUST COMPANY)  ARE NOT DEEMED ELIGIBLE NOTES FOR THE PURPOSE OF THE MEMORANDUM.

THE PURCHASER EXPRESSLY RESERVES ITS RIGHTS, IN ITS SOLE AND ABSOLUTE DISCRETION, TO REJECT ANY TENDER INSTRUCTIONS, NOT TO ACCEPT ANY TENDERED NOTES, NOT TO PURCHASE ANY ELIGIBLE NOTES OR TO EXTEND, RE-OPEN, WITHDRAW OR TERMINATE THE TENDER DOCUMENTS AND TO AMEND OR WAIVE ANY OF THE TERMS AND CONDITIONS OF THE TENDER DOCUMENTS IN ANY MANNER. THE PURCHASER WILL NOT IN ANY CIRCUMSTANCES BE LIABLE FOR ANY COSTS, EXPENDITURE, WORK OR EFFORT INCURRED BY ANY TENDERER IN CARRYING OUT ENQUIRIES IN RELATION TO, PROCEEDING WITH, OR PARTICIPATING IN, ANY TRANSACTION UNDER THE TENDER DOCUMENTS, INCLUDING IF THE TENDER DOCUMENTS ARE WITHDRAWN, TERMINATED OR AMENDED BY THE PURCHASER.

THE PURCHASER MAKES NO RECOMMENDATION AS TO WHETHER AN ELIGIBLE SELLER SHOULD OR SHOULD NOT TENDER ELIGIBLE NOTES PURSUANT TO THE TENDER DOCUMENTS. ALL ELIGIBLE SELLERS SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE.

THE PURCHASER SHALL NOT BE LIABLE IF THE SETTLEMENT OF ANY TRANSACTION ENTERED INTO IN ACCORDANCE TO THE TENDER DOCUMENTS COULD NOT BE COMPLETED FOR ANY REASON.

NEITHER THIS ANNOUNCEMENT NOR THE ELECTRONIC TRANSMISSION THEREOF CONSTITUTES AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL THE NOTES (AND TENDERS OF NOTES FOR PURCHASE PURSUANT TO THE INVITATION TO TENDER WILL NOT BE ACCEPTED FROM ELIGIBLE SELLERS) IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.

FOR FURTHER INFORMATION

Roemer Capital (Europe) Limited
Georgiou Karaiskaki, 17
LIMASSOL BUSINESS CENTRE, Floor 4, Office 4
3032 Limassol
Cyprus

Bloomberg EMSX ID: ROME