Wintershall DEA Finance 2 B.V. - Votes without meeting - Launch

WINTERSHALL DEA FINANCE 2 B.V. ANNOUNCES VOTES WITHOUT MEETING - XS2286041517 -  XS2286041947

01 FEBRUARY 2024

Full announcement including disclaimers and offer/distribution restrictions available via Luxse

WINTERSHALL DEA FINANCE 2 B.V.

(incorporated as a limited liability company (besloten vennootschap met beperkte aansprakelijkheia) under the laws of the Netherlands and having its registered seat at Bogaardplein 47, 2284DP Rijswijk, The Netherlands) (as "Issuer'')

announces separate votes without meeting

(Abstimmungen ohne Versammlung)

relating to its

EUR 650,000,000 undated subordinated resettable 2.4985 per cent. Notes (ISIN XS2286041517)

(the "NC2026 Notes")

EUR 850,000,000 undated subordinated resettable 3.000 per cent. Notes (ISIN XS2286041947)

(the "NC2029 Notes")

(together the "Notes", each of which is a "Series of Notes").

The Issuer announces separate votes without a meeting (Abstimmungen ohne Versammlung) relating to each Series of Notes and solicits the consent of the holders of the Notes in relation to each Series of the Notes to adopt certain amendments of the terms and conditions of each Series of the Notes (the "Terms and Conditions").

The separate votes without a meeting for each Series of Notes (each a "Voting", together the "Votings") aim to substitute the current guarantor of the Notes Wintershall Dea AG, a stock corporation (Aktiengesellschaft) under the laws of Germany (the "Current Guarantor") with Harbour Energy plc, a public limited liability company registered in Scotland under Company No. SC234781, having its registered address at 4th Floor, Saltire Court, 20 Castle Terrace, Edinburgh EH1 2EN, Scotland (the "New Guarantor" or "Harbour Energy"), as the New Guarantor of the Notes for each Series of Notes, subject to the provision that the Current Guarantor will cease to be a guarantor of each Series of Notes, together with an amendment to the change of control clause in each Series of the Notes reflecting that the New Guarantor is a publicly listed company and together with certain other technical changes (the "Amendments").

This announcement highlights important information addressed in further detail in the Invitation to Vote without Meeting for the Notes (titled the "Consent Solicitation Memorandum"), dated 1 February 2024 (the "Invitation to Vote") which is available on a website of Kroll Issuer Services Limited (the "Tabulation Agent") at https://deals.is.kroll.com/harbourenergy and on the website of the Issuer at https://wintershalldea.com/en/investor-relations. The Consent Solicitation Memorandum will also be published in the German Federal Gazette (Bundesanzeiger).

Holders of each Series of the Notes (each a "Holder", together the "Holders") are advised to carefully read the Invitation to Vote, and in particular the section titled "Risk Factors related to the Consent Solicitation", in its entirety.

Holders should be aware that certain additional formalities need to be fulfilled prior to the voting period in order to validly pass votes (in addition to a timely registration). Holders should therefore carefully read the Invitation to Vote and the voting procedures described therein.

Holder should inform themselves and be aware that the deadlines set by any broker, custodian, intermediary, nominee or other person acting in a similar capacity for the Holder or any Clearing System may be earlier then the deadlines described herein and in the Invitation to Vote.

Subject to the terms and conditions set out in detail in the Invitation to Vote, the New Guarantor offers Holders who have validly delivered a vote (yes, no or abstention) in relation to the Voting for a Series of Notes during the Voting Period a resolution fee of EUR 250 per EUR 100,000 principal amount of such Series of Notes held by the Holder if and once the proposed Amendments to the Terms and Conditions are effective subject to the conditions as set out in the Consent Solicitation Memorandum.

Unless stated otherwise, capitalised terms used, but not defined, herein will have the same meanings as assigned to them in the Invitation to Vote.

Rationale and Background

The Business Combination

Wintershall Dea Finance 2 B.V., the Issuer, and Wintershall Dea Finance B.V., the issuer of three senior bonds (the "Senior Bonds"), are fully-owned indirect financing subsidiaries of the Current Guarantor (Wintershall Dea AG, formerly Wintershall Dea GmbH).

On December 21, 2023, Harbour Energy, BASF and LetterOne entered into a business combination agreement (the "Business Combination Agreement"). In the Business Combination Agreement, BASF and LetterOne, the shareholders of Wintershall Dea AG, agreed to sell substantially all of Wintershall Dea’s upstream assets (the "Target Portfolio") for $11.2 billion. The BCA Closing (as defined below) is currently estimated to occur in the fourth quarter of 2024.

The Target Portfolio includes all of Wintershall Dea’s upstream assets in Norway, Germany, Denmark (excluding the Ravn field), Argentina, Mexico, Egypt, Libya and Algeria as well as Wintershall Dea’s CO2 capture and storage licences in Europe. Wintershall Dea's Russian assets as well as the WIGA Transport Beteiligungs-GmbH & Co. KG transportation business, Wintershall Aktiengesellschaft and Wintershall Noordzee BV joint ventures and the financing of Nord Stream 1 and Nord Stream 2 financing were not included in the Target Portfolio.

The business combination is expected to transform Harbour Energy into one of the world’s largest and most geographically diverse independent oil and gas companies, adding material gas-weighted portfolios in Norway and Argentina and complementary growth projects in Mexico. Harbour Energy will also benefit from an increased reserve life and improved margins with lower operating costs and greenhouse gas intensity.

In order to reflect the new group structure and for the fact that the New Guarantor is a publicly listed company, the Issuer proposes the Amendments to the Terms and Conditions to (a) exchange the Current Guarantor with the New Guarantor, Harbour Energy plc., (b) modify the change of control clause of the Terms and Conditions in order to provide a market standard provision suitable for a publicly listed company, and (c) make technical amendments related to (a) and (b). While the Amendments are not conditional on the closing of the Business Combination Agreement (the "BCA Closing") and will become effective once the Conditions for Implementation (as set out in the Invitation to Vote) are fulfilled, the wording of the Amendments themselves stipulate that the two changes will not occur until the BCA Closing.

Exchange of Guarantee

The exchange of the Current Guarantor with the New Guarantor will result in the Holders of the Notes benefitting from a guarantee of the combined Harbour Energy group thus having a more solvent guarantor rather than only the Current Guarantor. The Business Combination Agreement, however, does not require that the exchange of the guarantee takes place.

For further information on the combined group, see the press release issued by the New Guarantor on 21 December 2023 in relation to the Business Combination Agreement available at https://deals.is.kroll.com/harbourenergy.

Consent Solicitation is not a BCA Closing Condition

The Business Combination Agreement does not include a condition to successfully effect the Amendments proposed by the Issuer. Should the consent solicitation to amend the Terms and Conditions of the Senior Bonds and/or the Subordinated Bonds not be successful, the original Terms and Conditions of the Notes will continue 3 to remain effective and the Issuer and Wintershall Dea Finance B.V. (the issuer of the Senior Bonds) will regardless become subsidiaries of Harbour Energy at the BCA Closing.

BCA Closing will not trigger a Put Event in relation to the Senior Bonds or an Interest-Rate Step-up in relation to the Subordinated Bonds under the Terms and Conditions

Irrespectively of the Amendments being successfully effected or not the BCA Closing will not trigger the Put Event (in the context of a Change of Control) as set out in the existing terms and conditions of the Senior Bonds nor the interest rate step up of 500 basis points per annum (in the context of a Change of Control) as set out in the existing terms and conditions of the Subordinated Bonds as no Change of Control Event will occur as a result of the BCA Closing. In addition, once the rating agencies’ preliminary view, which has been communicated to the New Guarantor, is confirmed, Harbour Energy is expected to receive a formal investment grade rating.

Ratings by Moody's, Fitch and S&P expected by Harbour Energy

Harbour Energy, as New Guarantor under the proposed Amendments, is committed to an investment grade rating following the BCA Closing. As of the date of this Consent Solicitation Memorandum, Harbour Energy expects that, as a result of the implementation of the business combination, the rating of the Senior Bonds, the Issuer and the New Guarantor will be Baa2 from Moody’s Investors Service, Inc. and BBB- from Fitch Ratings Ireland Limited. S&P Global Ratings announced that the New Guarantor is expected to be rated BBB- as a result of the implementation of the business combination.

A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the relevant rating agency at any time. Furthermore, the implementation of the Amendments is not conditional upon attaining a particular rating for the Notes."

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