Gaz Capital S.A. announces Consent Solicitation

10 November 2022. Gaz Capital S.A. announces Consent Solicitation for its outstanding Series 12 U.S.$1,250,000,000 7.288 per cent. Loan Participation Notes due 2037 (the "Series 12 Notes”), Series 29 U.S.$900,000,000 4.950 per cent. Loan Participation Notes due 2028 (the "Series 29 Notes”) and Series 48 U.S.$1,250,000,000 5.150 per cent. Loan Participation Notes due 2026 (the “Series 48 Notes” and, collectively with Series 12 Notes and Series 29 Notes, the “Notes” and each of them, a “Series of Notes”).

Full announcement available via EURONEXT.

"Gaz Capital S.A. (the “Issuer”) today announces a solicitation (the “Consent Solicitation”) to consider and, if thought fit, pass the Extraordinary Resolutions in favour of the Proposals (as defined in the Consent Solicitation Memorandum) on the terms and subject to the conditions set forth in the Consent Solicitation Memorandum dated 10 November 2022 (the “Consent Solicitation Memorandum”). The Consent Solicitation begins on the date of the Consent Solicitation Memorandum. The Voting Deadline (as defined below) for Consent Solicitation is 4:00 p.m. (London time) on 30 November 2022 (as may be extended).

Rationale for the Consent Solicitation

From February 2022 onwards the United States of America, the European Union, the United Kingdom and other nations have imposed additional sanctions against the Russian Federation and Russian persons in connection with events in Ukraine. The sanctions, among other things, significantly disrupted the existing framework and infrastructure for delivery and settlement of securities, including the formal process of cancelling securities that are purchased by issuers in the market.

On 9 May 2022, the Trustee informed the Issuer of its decision to resign as trustee in connection with the Notes citing sanctions introduced by the European Union as the rationale for its action.

In light of such circumstances and to ensure that investors are able to benefit from having a trustee that is able to act in the interests of the Noteholders, the Issuer is, in particular, soliciting consents of the

Noteholders in respect of each Series of Notes:

(i) to remove the Trustee and replace it with the New Trustee in respect of each relevant Series of Notes;

(ii) to amend the procedure for retirement of trustees by allowing the trustee, the Issuer or the Company to appoint a co-trustee in the event of introduction of, or changes in, legislation or regulations or imposition of any applicable sanctions or other restrictions resulting in an inability of the trustee to act in respect of each relevant Series of Notes;

(iii) to amend provisions of the Trust Deed (including the Terms and Conditions) and the Loan Agreement to permit a reduction of liability under the Trust Deed and the Loan Agreement if the Company or its Subsidiary surrenders Notes for cancellation and such Notes are cancelled (the “Surrendered and Cancelled Notes”) or if the Company gives notice of designation of Notes held by the Company or its Subsidiary as cancelled irrespective of whether they are actually cancelled (the “Designated Notes”), and

(iv) to change the grace period applicable to payments under the Loan Agreement to 14 calendar days in order to make provision for longer cash transfer periods caused by operational and technical disruptions outside the Company’s control.

The Company believes that such modifications would afford a greater flexibility to adapt the existing structure of Notes to the unpredictable regulatory and sanctions environment and avoid any obstacles in servicing the Issuer’s obligations under the Notes and the Company’s obligations under the Loan Agreement and, therefore, would be in the best interests of the Noteholders."