NORSKE SKOGINDUSTRIER ASA ANNOUNCES NEW EXCHANGE OFFERS AND CONSENT SOLICITATIONS FOR THE EUR 121,421, % SENIOR NOTES DUE

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1 NORSKE SKOGINDUSTRIER ASA ANNOUNCES NEW EXCHANGE OFFERS AND CONSENT SOLICITATIONS FOR THE EUR 121,421, % SENIOR NOTES DUE 2016 (ISINs: XS AND XS ) AND EUR 218,106, % SENIOR NOTES DUE 2017 (ISIN: XS ). January 5, 2016 NORSKE SKOGINDUSTRIER ASA (the Parent ) and NORSKE SKOG AS (the QSF Exchange Notes Issuer ) announce their invitation to holders (subject to the offer restrictions referred to below) of the outstanding EUR 121,421, % senior notes due 2016 (the 2016 Notes ) and EUR 218,106, % senior notes due 2017 (the 2017 Notes and together with the 2016 Notes, the Relevant 2016/2017 Notes ) to offer to exchange their Relevant 2016/2017 Notes for the applicable consideration, to be comprised of, in the case of (i) the 2016 Notes, the QSF exchange notes due 2026 (the QSF Exchange Notes ), the exchange notes due 2019 (the Exchange Notes due 2019 ), the perpetual notes (the Perpetual Notes ) and the right to subscribe in cash for ordinary shares ( Ordinary Shares ) of the Parent (the Equity Subscription Rights ) (collectively, the 2016 Exchange Notes Consideration ) and (ii) the 2017 Notes, the QSF Exchange Notes, the exchange notes due 2026 (the Exchange Notes due 2026 ), the Perpetual Notes and the Equity Subscription Rights (collectively, the 2017 Exchange Notes Consideration and, together with the 2016 Exchange Notes Consideration, the Exchange Notes Consideration ). The offer to exchange the 2016 Notes for the consideration set forth herein is referred to as the 2016 Notes Exchange Offer and the offer to exchange the 2017 Notes for the consideration set forth herein is referred to as the 2017 Notes Exchange Offer (the 2016 Notes Exchange Offer and the 2017 Notes Exchange Offer are collectively referred to as the Exchange Offers ). In addition to the Exchange Offers, the Parent is seeking approval from Holders of the 2017 Notes to consent to certain amendments to the 2017 Notes (the Consent Solicitations and together with the Exchange Offers the Exchange Offers and Consent Solicitations ). The Exchange Offers and Consent Solicitations are made on the terms and subject to the conditions set out in the exchange offer and consent solicitation memorandum dated January 5, 2016, (the Exchange Offer and Consent Solicitation Memorandum ) and will expire at 12:00 noon, London Time, on February 3, 2016 (subject to the right of the Issuer to extend, re-open or terminate the Exchange Offers and Consent Solicitations) (the Expiration Deadline ). Copies of the Exchange Offer and Consent Solicitation Memorandum are available to Eligible Holders of the Relevant 2016/2017 Notes from the Exchange and Tabulation Agent as set out below. Capitalized terms used in this announcement but not defined have the meanings given to them in the Exchange Offer and Consent Solicitation Memorandum. This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. 1

2 RELEVANT 2016/2017 NOTES Relevant 2016/2017 Notes to be Exchanged ISIN Amount Outstanding as of December 31, Exchange 2015 (1) Ratio Exchange Offer Consideration 121,421, % Senior Notes due ,106, % Senior Notes due 2017 Regulation S ISIN: XS Rule 144A ISIN: XS ISIN: XS ,421, % 44.0% An amount of QSF Exchange Notes due 2026 of the QSF Exchange Notes Issuer equal to the Exchange Ratio multiplied by the aggregate nominal amount of 2016 Notes exchanged. An amount of Exchange Notes due 2019 of the Parent equal to the Exchange Ratio multiplied by the aggregate nominal amount of 2016 Notes exchanged. 10.0% An amount of Perpetual Notes of the Parent equal to the Exchange Ratio multiplied by the aggregate nominal amount of 2016 Notes exchanged % The right to subscribe in cash for ordinary shares of the Parent at a price of NOK 2.24 per share in an amount equal to the Exchange Ratio multiplied by the aggregate nominal amount of 2016 Notes exchanged. 218,106, % An amount of QSF Exchange Notes due 2026 of the QSF Exchange Notes Issuer equal to the Exchange Ratio multiplied by the aggregate nominal amount of 2017 Notes exchanged. 26.4% 36.2% An amount of Exchange Notes due 2026 of the Parent equal to the Exchange Ratio multiplied by the aggregate nominal amount of 2017 Notes exchanged, plus the 2017 Notes Accrued Interest Payment. An amount of Perpetual Notes of the Parent equal to the Exchange Ratio multiplied by the aggregate nominal amount of 2017 Notes exchanged % The right to subscribe in cash for ordinary shares of the Parent at a price of NOK 2.24 per share in an amount equal to the Exchange Ratio multiplied by the aggregate nominal amount of 2017 Notes exchanged. (1) As of the date of the Exchange Offer and Consent Solicitation Memorandum, the Parent holds 12,927,000 in aggregate principal amount of 2016 Notes and 5,620,000 in aggregate principal amount of 2017 Notes. The Parent is not entitled to vote any holdings of the 2017 Notes. As part of the Transactions, the Parent will sell its holdings of the 2016 Notes and 2017 Notes to certain holders for cash, which holders will tender such 2016 Notes and 2017 Notes in the Exchange Offers. 2

3 The times and dates below are indicative only. EXPECTED TIMETABLE OF EVENTS Events Times and Dates Commencement of the Exchange Offers and Consent Solicitations Exchange Offers and Consent Solicitations January 5, announced. The Exchange Offer and Consent Solicitation Memorandum available from the Exchange and Tabulation Agent. Announcement of Proposals and Notice of Meetings for the Meetings Notes given to Holders. Expiration Deadline Final deadline for receipt of valid Exchange 12:00 noon (London time) on February 3, Instructions or Electronic Voting Instructions by the Exchange and Tabulation Agent in order for Holders to participate in the Exchange Offers and/or the Consent Solicitations. Time and Date of Meeting Expected time and date of Meeting of Holders of 3:00 p.m. (London time) on February 5, the 2017 Notes. Announcement of Results Announcement by the Parent of whether the Parent As soon as reasonably practicable after the date of the will accept valid offers of Relevant 2016/2017 Meeting. Notes for exchange pursuant to each of the Exchange Offers and, if so accepted, (i) the final aggregate nominal amount of each series of Relevant 2016/2017 Notes accepted for exchange, (ii) the aggregate nominal amount of each series of Exchange Notes to be issued on the Settlement Date, (iii) the results of Meeting (or, if applicable, any adjourned Meeting) and (iv) the aggregate nominal amount of each series of Relevant 2016/2017 Notes that will be outstanding following the Settlement Date. Adoption of Extraordinary Resolution If an Extraordinary Resolution is passed at the first On or about February 5, Meeting in respect of the 2017 Notes, execution of documentation giving effect to such Extraordinary Resolution. Expected Settlement Date Expected settlement date for the Exchange Offers. On or about February 9, The above times and dates are subject to the right of the Parent to extend, re-open, amend, terminate and/or withdraw any one or all of the Exchange Offers and/or any one or all of the Consent Solicitations (subject to applicable law and as provided in the Exchange Offer and Consent Solicitation Memorandum). 3

4 EXCHANGE NOTES Title Issue Amount Issue Price Interest Maturity Date QSF Exchange Notes due Exchange Notes due Up to million 100% Up to 53.4 million 100% 6.0% cash/ 6.0% PIK per annum December 30, % cash/5.875% PIK per annum June 15, 2019 Exchange Notes due Up to 67.1 million 100% 3.5% cash/3.5% PIK per annum December 30, 2026 Perpetual Notes... Up to 91.1 million 100% 2.0% per annum December 30, 2115 Holders wishing to participate in the Exchange Offers or Consent Solicitations, on the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Memorandum, may, in respect of an aggregate nominal amount of applicable Relevant 2016/2017 Notes of a particular series offer to exchange those Relevant 2016/2017 Notes for the applicable Exchange Offer Consideration, plus, in the case of the 2016 Notes only, an amount in cash (in Euro) equal to the 2016 Notes Accrued Interest Payment. The submission of an Exchange Instruction will also automatically constitute with respect to the 2017 Notes an instruction appointing the Exchange and Tabulation Agent (or its nominee) as proxy to attend the Meeting in respect of the 2017 Notes (including any adjournment thereof) and vote in favor of the Extraordinary Resolution in respect of the 2017 Notes. It will not be possible to validly offer for exchange 2017 Notes in the 2017 Notes Exchange Offer without at the same time providing a consent in connection with the 2017 Notes Proposal. The Transactions Background to November Exchange Offer During the first quarter of 2015, we undertook a series of transactions in order to address the short term and medium term maturities of the Parent s then outstanding debt securities, which matured (or will mature) in October 2015, June 2016, June 2017 and The transactions were comprised of the issuance of 290 million of Senior Secured Notes and exchange offers for the Parent s existing notes for new 2021 Senior Subordinated Notes and 2023 Senior Subordinated Notes and cash. The exchange offers and related transactions completed in February 2015 resulted in an improved capital structure of the Group through enhanced liquidity, deleveraging and an extended maturity profile. During 2015, we experienced challenging trading conditions mainly due to depressed publication paper prices and volumes in Europe and challenging export markets in Asia, and EBITDA, net cash flow from operating activities and equity declined as compared to the prior year period. The Board of Directors of the Parent has monitored the situation and recognizes that financial leverage remains high and that the Group requires improved profitability and/or changes in its capital structure. The Board of Directors has focused on improving profitability and cash flow and has been considering several options to address the upcoming debt maturities and the high financial leverage of the Group. As part of the consideration of such options, we engaged in discussions with certain material holders of the 2016 Notes and the 2017 Notes (GSO and Cyrus) and their financial and legal advisors concerning the terms of a possible refinancing transaction in respect of some or all of the 2016 Notes and the 2017 Notes. On October 27, 2015, we announced that that the discussions with such material holders of the 2016 Notes and the 2017 Notes were concluded without any agreement being reached. We also engaged in preliminary discussions with the financial and legal advisors 4

5 to an ad hoc group of certain holders of the Senior Secured Notes regarding a comprehensive balance sheet restructuring of the Group. On November 17, 2015, the Parent commenced exchange offers and consent solicitations in respect of the 2016 Notes and 2017 Notes (the November Exchange Offer ). At the time of commencement, the November Exchange Offer did not receive a sufficient level of support from holders of the 2016 Notes or 2017 Notes. The Parent extended the expiration date of the November Exchange Offer on December 11, 2015 to January 12, The November Exchange Offer was formally terminated on January 5, December 2015 Stock Exchange Notices and Request for EGM On December 4, 2015, notices were provided to the Oslo Stock Exchange to the effect that GSO had acquired shareholdings in the Parent equivalent to 10.59% of the issued shares and voting rights of the Parent, and that Cyrus had acquired shareholdings in the Parent equivalent to 0.89% of the issued shares and voting rights of the Parent. As described in the Parent s filing with the Oslo Stock Exchange on December 8, 2015, GSO and Cyrus subsequently requested that an extraordinary general meeting ( EGM ) of the Parent be held, at which the following agenda items are included: election of new members of the Parent s Board of Directors to replace the current Board members Ms. Karin Bing Orgland, Ms. Siri Beate Hatlen and Mr. Ole Enger; election of new members of the Election and Remuneration Committee to replace certain of the current members; and GSO s and Cyrus s contemplated refinancing proposal for the Parent. The Parent s Board of Directors have called for an EGM to be held on January 6, The EGM notice noted that, as of the date of such notice, GSO and Cyrus have not proposed new members of the Board of Directors or proposals with respect to changes in the composition of the Election and Remuneration Committee. On January 5, 2016, the Parent announced via a notice to the Oslo Stock Exchange that GSO and Cyrus had proposed that Ms. Joanne Owen and Mr. Nils Ingemund Hoff be elected as new members of the Parent s Board of Directors to replace Ms. Karin Bing Orgland and Mr. Ole Enger, but that no changes be made to the Election and Remuneration Committee of the Parent. The Election and Remuneration Committee of the Parent has in its recommendation to the EGM recommended that Ms. Joanne Owen and Mr. Nils Ingemund Hoff be elected as new members of the Parent s Board of Directors. Recommencement of Discussions with Material Holders of 2016 Notes and 2017 Notes During December 2015, we recommenced discussions with GSO and Cyrus, in their capacity as material holders of the 2016 Notes and 2017 Notes, and their financial and legal advisors and reached an agreement with such holders, which agreement was approved by the Parent s Board of Directors on December 21, 2015, and a public announcement as to such agreement was made on December 22, Summary of Agreement with GSO and Cyrus The agreement among the Parent and GSO and Cyrus includes the following key provisions: the Parent will commence exchange offers and consent solicitations that contain the terms of the Exchange Offers set forth in the Exchange Offer and Consent Solicitation Memorandum, including (among other things) the terms of the Exchange Offer Consideration offered to the Holders of the 2016 Notes and the 2017 Notes, the minimum tender conditions and the 2017 Notes Proposals, and GSO and Cyrus each will tender their holdings of the 2016 Notes and 2017 Notes on that basis; Holders that elect to participate in the Exchange Offers will be able to subscribe, on a pro rata basis, for an aggregate amount of 15.0 million of Ordinary Shares of the Parent at a price of NOK 2.24 per Ordinary Share, and that GSO and Cyrus will subscribe for their pro rata portions of the Ordinary Shares on that basis; 5

6 GSO and Cyrus will purchase for cash the Parent s treasury holdings of 12.9 million nominal amount of the 2016 Notes and 5.6 million nominal amount of the 2017 Notes for an aggregate purchase price of 10.3 million, and will tender such purchased 2016 Notes and 2017 Notes into the Exchange Offers; the Parent will reimburse up to 1.5 million of reasonable and properly documented expenses in connection with the transactions; and GSO and Cyrus will provide a new NOK 250 million receivables facility (the Norwegian Receivables Facility ) to Norske Skog Saugbrugs AS and Norske Skog Skogn AS and other parties as agreed, which facility will be secured by a first-priority pledge over Norwegian receivables, the proceeds of which will be used to repay and discharge the existing Sparebank 1 Gruppen Finans AS facility and to repay the fees and expenses associated with such new facility, including a commitment fee of 1.0%. The agreement further provides that the commitments of GSO and Cyrus under the agreement are several and not joint and are subject to satisfactory definitive documentation. The commitments of GSO and Cyrus will continue until implementation of the transactions contemplated by the agreement (or the abandonment of the transactions by the Parent). The agreement further acknowledges that the Parent, following the completion of the Transactions, in order to address the dilution effects of the Transactions, will commence a repair offering of Ordinary Shares to existing shareholders of the Parent at a price of NOK 2.24 per Ordinary Share (the Repair Offering ). The Exchange Offers and Transactions As of September 30, 2015, without giving pro forma effect to the Transactions (but giving effect to the repayment of the 2015 Notes on October 15, 2015), we had total interest bearing liabilities of NOK 8,946 million, including 108 million (NOK 1,033 million) of 2016 Notes and 212 million (NOK 2,024 million) of 2017 Notes. As of December 31, 2015, our cash balances included restricted cash of approximately NOK 250 million. A liquidity buffer of around NOK 200 million is prudent to allow for daily volatility in working capital. There is a very significant risk that, absent substantial material improvement in short and medium term trading conditions, our existing cash balances, together with our anticipated cash flow from operations and other capital resources, will be insufficient to allow us to satisfy the payments of principal on the 2016 Notes and the 2017 Notes as they become due in June 2016 and June 2017, respectively. Our ability to satisfy these obligations may accordingly depend, in part, on the successful completion of the Exchange Offers and the Consent Solicitations, or one or more alternative transactions, such as raising additional secured debt or making asset sales. However, the quantum of any new secured debt and the permitted use of proceeds from the issuance of such debt or from asset sales is significantly constrained by the terms of the Senior Secured Notes and Senior Subordinated Notes. In addition, the financial performance of the Group over recent quarters and the currency effects on the total financial leverage of the Group from the continuing weakening of the Norwegian kroner have together reduced the total equity of the Group from NOK 1,497 million as of December 31, 2014 (restated) to NOK 547 million as of September 30, There is a significant risk that the equity level of the Group will continue to be reduced by the net financial results of the Group, further depreciation of the Norwegian kroner and other negative one-off items. This situation is sought to be partly addressed by the expected effects of the Exchange Offers and the Consent Solicitations, which if completed, should materially improve the equity position of the Group. In the Exchange Offers, the Parent and the QSF Exchange Notes Issuer are offering the Eligible Holders of the Parent s 2016 Notes to exchange their 2016 Notes for newly issued QSF Exchange Notes, Exchange Notes due 2019 and Perpetual Notes and Equity Subscription Rights and to Eligible Holders of the 2017 Notes to exchange their 2017 Notes for newly issued QSF Exchange Notes, Exchange Notes due 2026 and Perpetual Notes and Equity Subscription Rights, pursuant to the terms of the relevant Exchange Offer. Pursuant to the Consent Solicitations, the Parent is soliciting consents from the Eligible Holders of the 6

7 Parent s outstanding 2017 Notes to amend the maturity, principal amount and interest rate on the 2017 Notes and to permit the redemption or mandatory exchange of the 2017 Notes for other debt securities. There is a minimum tender condition of 90% of the 2016 Notes and 75% of the 2017 Notes in the Exchange Offers. The Parent reserves the right to decrease or waive the minimum tender condition in its sole discretion without providing for an extension of the duration of the Exchange Offers and Consent Solicitations. Under the agreement among GSO, Cyrus and the Parent, GSO and Cyrus have committed to tender their holdings of the 2016 Notes and 2017 Notes in the Exchange Offers and Consent Solicitations, which holdings (together with the 2016 Notes and 2017 Notes that are being acquired from the Parent) represent 37.6% and 68.2%, respectively, of the outstanding 2016 Notes and 2017 Notes. If the minimum tender conditions are not satisfied (or waived) and the Exchange Offers and Consent Solicitations are not completed, the very material uncertainty surrounding the Group s liquidity position in 2016 and 2017 may cause and/or require the officers and directors of subsidiary operating companies in the Group to consider whether they can continue to provide monies to the Parent, which the Parent relies upon to satisfy its liabilities. The Parent s independent auditors may also issue an audit opinion on our December 31, 2015 consolidated financial statements on a qualified basis as to their assumption of our ability to continue as a going concern, which could raise concerns among our trade creditors and other finance providers. In such circumstances, the Parent would be forced to consider any and all available options, which may include a non-consensual comprehensive balance sheet restructuring of the Parent. There can be no assurance that the Exchange Offers and Consent Solicitations will be completed, or as to the aggregate principal amount of each series of Relevant 2016/2017 Notes that will be exchanged for Exchange Notes. We believe that the successful completion of the Exchange Offers and Consent Solicitations will protect value for all of our stakeholders and position us to take advantage of a cyclical improvement in the publication paper industry. The completion will also provide protection of the position of holders of the 2016 Notes and the 2017 Notes. After the completion of the Exchange Offers and Consent Solicitations, we will still have significant cash interest expense, high financial leverage and significant debt repayment obligations due in The Exchange Offers Before making a decision whether to participate in the Exchange Offers or the Consent Solicitations, Holders should carefully consider all of the information contained in the Exchange Offer and Consent Solicitation Memorandum and, in particular, the risk factors described in Risk Factors. Consideration for Relevant 2016/2017 Notes Offered and Accepted for Exchange Holders of Relevant 2016/2017 Notes who have validly submitted Exchange Instructions that are received by the Exchange and Tabulation Agent at or prior to the Expiration Deadline and which are accepted by the Parent for exchange will receive, on the Settlement Date, which is expected to be February 9, 2016: (a) (b) with respect to the 2016 Notes, a combination of QSF Exchange Notes due 2026 with an aggregate nominal amount equal to 54.0% of the aggregate nominal amount of the 2016 Notes validly offered and accepted for exchange, Exchange Notes due 2019 with an aggregate nominal amount equal to 44.0% of the aggregate nominal amount of the 2016 Notes validly offered and accepted for exchange and Perpetual Notes with an aggregate nominal amount equal to 10.0% of the aggregate nominal amount of the 2016 Notes validly offered and accepted for exchange. Such Holders will also be entitled to receive on the Settlement Date an amount in cash (in Euro) equal to any Accrued Interest Payment. Such Holders will further be entitled to subscribe for cash for Ordinary Shares of the Parent as described under The Exchange Offers and consent Solicitations The Exchange Offers Subscription for Ordinary Shares in the Exchange Offer and Consent Solicitation Memorandum; and with respect to the 2017 Notes, a combination of QSF Exchange Notes due 2026 with an aggregate nominal amount equal to 20.4% of the aggregate nominal amount of the 2017 Notes validly offered and accepted for exchange, Exchange Notes due 2026 with an aggregate nominal amount equal to 26.4% of the aggregate nominal amount of the 2017 Notes validly offered and accepted for exchange, plus the 2017 Notes Accrued Interest Payment, and Perpetual Notes with an aggregate 7

8 nominal amount equal to 36.2% of the aggregate nominal amount of the 2017 Notes validly offered and accepted for exchange. Such Holders will also be entitled to subscribe for cash for Ordinary Shares of the Parent as described under The Exchange Offers and consent Solicitations The Exchange Offers Subscription for Ordinary Shares in the Exchange Offer and Consent Solicitation Memorandum. All Holders of 2017 Notes who tender pursuant to the Exchange Offers (including in the contemplated reopening) will further be entitled to receive, on or promptly following the Final Settlement Date, the Residual 2017 Exchange Notes Consideration. A Holder who validly submits an Exchange Instruction that is received by the Exchange and Tabulation Agent at or prior to the Expiration Deadline will, if their Exchange Instruction is accepted by the Parent, receive Exchange Notes in a principal amount (rounded down to the nearest 1) equal to the product of (i) the aggregate principal amount of such Relevant 2016/2017 Notes accepted for exchange and (ii) the applicable Exchange Ratio (and, in the case of the 2017 Notes, the 2017 Notes Accrued Interest Payment). No cash will be paid in lieu of the principal amount of Exchange Notes being rounded down. This will at all times be subject to the requirement that any such exchange relates to Exchange Instructions with a principal amount that is at least equal to the applicable Minimum Offer Amount. Such Holders will also receive the 2016 Notes Accrued Interest Payment (if applicable). Payment of the 2016 Notes Accrued Interest Payment with respect to the Exchange Offers is conditional upon the Parent accepting valid offers of the 2016 Notes for exchange. Form and Denomination of Exchange Notes The Exchange Notes due 2019, the Exchange Notes due 2026 and the Perpetual Notes will be issued pursuant to the Unsecured Exchange Notes Agency Agreement and will be issued in registered form and shall be in denominations of 100,000 and integral multiples of 1.00 in excess thereof. The QSF Exchange Notes will be issued pursuant to the QSF Exchange Notes Agency Agreement and will be issued in registered form and shall be in denominations of 100,000 and integral multiples of 1.00 in excess thereof. Participation in the Exchange Offers and Minimum Offer Amounts To participate in the Exchange Offers, Holders must validly offer for exchange: (i) 1,000, with respect to the 2016 Notes and (ii) 491, with respect to the 2017 Notes. In order to participate in the Exchange Offers, a Holder that, as of the date of the Exchange Offer and Consent Solicitation Memorandum, holds Relevant 2016/2017 Notes having an aggregate nominal amount less than the applicable Minimum Offer Amount must first acquire such further Relevant 2016/2017 Notes of that series as is necessary for that Holder to be able to offer for exchange the relevant Minimum Offer Amount. If a Holder holds at least 228,000 of the 2016 Notes (but less than 1,000,000) and does not acquire additional 2016 Notes to reach the Minimum Offer Amount, the Holder may nevertheless elect to participate in the 2016 Exchange Offer and receive only QSF Exchange Notes and Exchange Notes due 2019 at the applicable 2016 Notes Exchange Ratio (and will not receive any Perpetual Notes or any other consideration). Likewise, if a Holder holds at least 379,000 of the 2017 Notes (but less than 491,000) and does not acquire additional 2017 Notes to reach the Minimum Offer Amount, the Holder may nevertheless elect to participate in the 2017 Notes Exchange Offer and receive only Perpetual Notes and Exchange Notes due 2026 at the applicable 2017 Notes Exchange Ratio (and will not receive any QSF Exchange Notes or any other consideration). In order to participate in, and be eligible to receive the applicable Exchange Offer Consideration pursuant to the Exchange Offers, Holders must validly offer their Relevant 2016/2017 Notes for exchange by delivering, or arranging to have delivered on their behalf, a valid Exchange Instruction that is received by the Exchange and Tabulation Agent by the Expiration Deadline. See Procedures for Participating in the Exchange Offers and the Consent Solicitations in the Exchange Offer and Consent Solicitation Memorandum. Once submitted, Exchange Instructions may not be revoked (except in the limited circumstances described in Amendment and Termination in the Exchange Offer and Consent Solicitation Memorandum). Any Exchange Instruction received by the Exchange and Tabulation Agent representing an aggregate nominal 8

9 amount of Relevant 2016/2017 Notes of less than the applicable Minimum Offer Amount will not be accepted by the Exchange and Tabulation Agent as a valid Exchange Instruction. Where a Holder is unable to make the representations set forth in Offer and Distribution Restrictions in the Exchange Offer and Consent Solicitation Memorandum, such Holder s offer of Relevant 2016/2017 Notes for exchange pursuant to the Exchange Offers will not be accepted. Relevant 2016/2017 Notes not accepted for exchange in the Exchange Offers will remain outstanding on the basis of their current terms and conditions (subject to, in the case of the 2017 Notes, the terms of any amendments adopted pursuant to the Consent Solicitations). The Minimum Offer Amounts do not apply to participation in the Consent Solicitations. Holders of 2017 Notes that are unable to participate in the 2017 Notes Exchange Offer are still eligible to participate in the Consent Solicitations. Acceptance, No Scaling of Any Series of Relevant 2016/2017 Notes If the Parent decides to accept valid offers of a series of Relevant 2016/2017 Notes for exchange pursuant to the Exchange Offers, the Parent intends to accept for exchange all of the Relevant 2016/2017 Notes of such series that are validly offered for exchange under the relevant Exchange Offer and the Parent expects that there will be no scaling of any offers of the Relevant 2016/2017 Notes of such series for exchange. Relevant 2016/2017 Notes that are not exchanged pursuant to the Exchange Offers will remain outstanding. See Risk Factors Risks Related to the Exchange Offers The effects of the Exchange Offers and Consent Solicitations on the 2016 Notes and the 2017 Notes could materially and adversely affect the 2016 Notes and the 2017 Notes not validly tendered and accepted pursuant to the Exchange Offers in the Exchange Offer and Consent Solicitation Memorandum. Delivery of Exchange Notes and Payment of Accrued Interest Payments If Relevant 2016/2017 Notes validly offered for exchange pursuant to the Exchange Offers are accepted for exchange by the Parent, the corresponding Exchange Notes will be delivered (where applicable), and the aggregate amounts of any 2016 Notes Accrued Interest Payment (if applicable) will be paid by or on behalf of the Parent to the relevant Clearing System, in immediately available funds, on the Settlement Date. The Exchange Notes will be delivered and cash payments made by the relevant Clearing System to the relevant Clearing System accounts in which the Relevant 2016/2017 Notes are held. The delivery of such Exchange Notes and payment of such aggregate amounts to the relevant Clearing System will discharge the obligation of the Parent to all such Holders in respect of the delivery of the Exchange Notes and payment of any 2016 Notes Accrued Interest Payment (if applicable). All 2016 Notes Accrued Interest Payments will be paid without deduction for or on account of any withholding taxes. Provided the Parent delivers the Exchange Notes, and makes, or has made on its behalf, full payment of any 2016 Notes Accrued Interest Payments for all Relevant 2016/2017 Notes accepted for exchange pursuant to the Exchange Offers to the relevant Clearing System, on or prior to the Settlement Date, under no circumstances will any additional distribution or interest be payable to a Holder because of any delay in the delivery of the Exchange Notes by, or transmission of funds from, the relevant Clearing System or any other intermediary with respect to such Relevant 2016/2017 Notes of that Holder. Exchange Instructions and Consent Solicitations The submission of an Exchange Instruction will also automatically constitute with respect to the 2017 Notes an instruction appointing the Exchange and Tabulation Agent (or its nominee) as proxy to attend the Meeting in respect of the 2017 Notes (including any adjournment thereof) and vote in favor of the Extraordinary Resolution in respect of such 2017 Notes. 9

10 It will not be possible to validly offer for exchange any 2017 Notes in the 2017 Notes Exchange Offer without at the same time providing consent in connection with the Consent Solicitations for the 2017 Notes. Subscription for Ordinary Shares Holders of the Relevant 2016/2017 Notes that desire to elect to subscribe for Ordinary Shares of the Parent must tender their Relevant 2016/2017 Notes in the Exchange Offers in order to be eligible to do so, and may only subscribe for up to their pro rata share of the aggregate amount of Ordinary Shares available for subscription, as determined using the applicable Exchange Ratio at a price of NOK 2.24 per share (rounded down to the nearest whole number of Ordinary Shares). Electing Holders must subscribe for at least 100,000 of Ordinary Shares. Holders whose allocation of Equity Subscription Rights is less than 100,000 will not be eligible to subscribe for Ordinary Shares. Holders may combine their holdings of 2016 Notes and 2017 Notes in order to subscribe for Ordinary Shares. Holders may also combine different holdings of the same series of the Relevant 2016/2017 Notes. Eligible Holders must indicate on their Exchange Instructions their election to subscribe for Ordinary Shares. Electing Holders must request further documentation from the Exchange and Tabulation Agent in order to complete their subscription election and will be required to deposit the subscription price for the Ordinary Shares to a specified bank account in Norway prior to the Expiration Date. Delivery of the Ordinary Shares to Electing Holders is expected to occur on or about the Equity Settlement Date. Subscriptions must be in a minimum amount of 100,000 equivalent. Electing Holders must provide such other information or complete such other documentation required by the Parent (or its agents) in order to complete the subscription and be issued Ordinary Shares. The right for Holders to elect to subscribe for Ordinary Shares is not transferable to any other party. If as of the Expiration Deadline, the Parent has not received paid subscriptions for 10.0 million of Ordinary Shares, the Parent reserves the right to place the remaining Ordinary Shares with other Holders of the 2016/2017 Notes or other investors in its sole discretion. The right to elect to subscribe for Ordinary Shares will not be available to Non-Participating Holders of the 2017 Notes. If on the Equity Settlement Date a listing prospectus for the Ordinary Shares to be issued pursuant to the Exchange Offers has not been approved, then those Ordinary Shares will be delivered as non-listed shares on an ISIN separate from existing Ordinary Shares pending completion and approval of the listing prospectus. The Consent Solicitations In addition to the Exchange Offers, the Parent is seeking approval by means of an Extraordinary Resolution of the Holders to certain amendments to the 2017 Notes Agency Agreement as described in the Exchange Offer and Consent Solicitation Memorandum under The Proposals. The 2017 Notes Proposal, if passed, will amend the 2017 Notes (including the Permanent Global Note, Coupons and 2017 Notes Agency Agreement) to extend the maturity date from June 26, 2017 to December 30, 2026 (the Maturity Extension ), convert all outstanding 2017 Notes to registered form, reduce the principal amount of each 1,000 principal amount of 2017 Notes to 100, change the interest rate from 7.00% in cash to a combination of 3.5% in cash and 3.5% in PIK interest and change the interest payment date from an annual payment of interest on July 27 to two semi-annual payments of interest on June 30 and December 30, commencing on June 30, The 2017 Notes Proposal, if passed, will also amend the 2017 Notes (including the Permanent Global Note and 2017 Notes Agency Agreement) to add an optional redemption and mandatory exchange option to provide that the 2017 Notes shall be, at the option of the Parent, redeemable at a redemption price in an amount equal to, the 2017 Notes Redemption/Exchange Consideration or mandatorily exchangeable for the 2017 Notes Redemption/Exchange Consideration and to delete the requirement that that 2017 Notes be redeemed upon a change of control at the option of noteholders. Subject to certain restrictions, the Parent may elect, at any time prior to the Expiration Deadline, to amend or vary the terms of, and the procedures relating to, the Consent Solicitations and any or all of the Proposals (as more fully described in the Exchange Offer and Consent Solicitation Memorandum). Procedures Relating to Meetings of Holders 10

11 The Notice convening the meeting (the Meeting ) of the Holders of the 2017 Notes to be held at the offices of Linklaters LLP, One Silk Street, London, EC2Y 8HQ, United Kingdom on February 5, 2016 at the time specified in such notice in respect of the 2017 Notes (the Notice ) has been published on the date of the Exchange Offer and Consent Solicitation Memorandum. If the required quorum is not satisfied at the Meeting, an adjourned meeting will be held in accordance with the 2017 Notes Agency Agreement. The Notice and, if applicable, notice of any adjourned Meeting, will be published in accordance with the relevant 2017 Notes Agency Agreement and disclosed through the Clearing Systems. The Meeting for the 2017 Notes shall be entitled to pass the Extraordinary Resolution if two or more persons holding or representing in the aggregate not less than 75% in aggregate principal amount of outstanding 2017 Notes are present, and the Extraordinary Resolution shall be passed if a majority consisting of not less than 75% of the votes cast at such quorate Meeting are in favor of the Extraordinary Resolution. In the event that two or more persons holding or representing in the aggregate not less than 75% in aggregate principal amount of outstanding 2017 Notes are not present within 15 minutes from the time initially fixed for the Meeting, an adjourned Meeting may be convened to be held not less than 14 days nor more than 42 days following the first Meeting, and will be validly constituted if two or more persons holding or representing in the aggregate not less than 25% in aggregate principal amount of the 2017 Notes for the time being outstanding are present at the adjourned Meeting, and the Extraordinary Resolution may be passed if a majority of at least 75% of the votes cast at the Meeting are in favor of the Extraordinary Resolution. Participation in the Consent Solicitations for Holders Who are Unwilling or Unable to Exchange their 2017 Notes Holders of the 2017 Notes who are unwilling or unable to offer their 2017 Notes for exchange in the 2017 Notes Exchange Offer are nevertheless eligible to consider and to vote on the Extraordinary Resolution by inter alia delivering, or arranging to have delivered on their behalf via the relevant Clearing System, a valid Electronic Voting Instruction in respect of such 2017 Notes that is received by the Exchange and Tabulation Agent prior to the Expiration Deadline. Holders who have submitted Exchange Instructions cannot submit an Electronic Voting Instruction in respect of the 2017 Notes that are the subject of such Exchange Instruction. Only Direct Participants in the Clearing Systems may deliver Electronic Voting Instructions. Holders who are not Direct Participants in the Clearing Systems should arrange for the account holder through which they hold their Relevant 2016/2017 Notes to deliver an Electronic Voting Instruction on their behalf to the Clearing Systems as more particularly described in the Exchange Offer and Consent Solicitation Memorandum under Procedures for Participating in the Exchange Offers and the Consent Solicitations. Holders who have not submitted or delivered or arranged for the submission or delivery of an Electronic Voting Instruction as provided above, but who wish to attend and vote at the Meeting, may do so in accordance with the voting procedures set forth in the Notice and the 2017 Notes Agency Agreement. Holders of the 2017 Notes wishing to vote in favor of Extraordinary Resolution, but not offer to exchange their 2017 Notes pursuant to the 2017 Notes Exchange Offer, are urged to deliver valid Electronic Voting Instructions to the effect described above through the Clearing Systems in accordance with the procedures of and within the time limit specified by the relevant Clearing System. Holders should note that Electronic Voting Instructions will remain valid for any adjourned Meeting unless validly revoked, only in the circumstances provided under Amendment and Termination in the Exchange Offer and Consent Solicitation Memorandum. Except in each case under the conditions and in accordance with the procedures set forth in the Exchange Offer and Consent Solicitation Memorandum, Holders who submit Electronic Voting Instructions prior to the Expiration Deadline will not be able to revoke or amend such instructions (and any such instruction will be irrevocable in the period up to (and including) an adjourned Meeting, if any). In all cases these restrictions are subject to the rights of Holders under the 2017 Notes Agency Agreement. Electronic Voting Instructions must be submitted in respect of no less than 50,000 with respect to the 2017 Notes, and may be submitted in integral multiples of 1,000 in excess thereof. The effectiveness of the Extraordinary Resolution is conditional on the acceptance by the Parent of the 2017 Notes of the applicable series that have been validly offered for exchange in the 2017 Notes Exchange Offer. 11

12 The Parent reserves the right, in its sole discretion, to not (i) accept any 2017 Notes for exchange and (ii) adopt the Extraordinary Resolutions for any reason, including if, between the date of the Exchange Offer and Consent Solicitation Memorandum and the Settlement Date, there shall have been, in the Parent s opinion, any change in national or international monetary, financial, political or economic conditions or currency exchange rates or foreign exchange controls such as would, in their view, be likely to prejudice materially the Exchange Offers and/or the Consent Solicitations. Conditions to the Exchange Offers and Consent Solicitations In addition to the Parent s right to terminate or withdraw the Exchange Offers and Consent Solicitations (whether before or after submission of an Exchange Instruction or Electronic Voting Instruction by any Holder of Relevant 2016/2017 Notes) and notwithstanding any other provisions of the Exchange Offers and Consent Solicitations, or any extension of the Expiration Deadline of the Exchange Offers and Consent Solicitations, the Parent will not be required to issue Exchange Notes, will not be required to pay any cash amounts (if applicable) and may terminate the Exchange Offers and Consent Solicitations or modify, extend or otherwise amend the Exchange Offers and Consent Solicitations, if any of the following conditions have not been satisfied or amended or waived on or prior to the Expiration Deadline: (1) at least 90% of the aggregate principal amount of the 2016 Notes and 75% of the aggregate principal amount of the 2017 Notes outstanding (excluding any Relevant 2016/2017 Notes held by the Parent) being validly offered by Eligible Holders for exchange in the Exchange Offers; (2) the Parent is satisfied that the Parent and/or the QSF Exchange Notes Issuer will receive, on or before February 29, 2016 (the Equity Settlement Date ), not less than 10.0 million in aggregate gross proceeds from subscriptions to the Parent s Ordinary Shares; (3) the Parent is satisfied that the effectiveness of, and the initial funding under, the Norwegian Receivables Facility will be implemented on or before the Settlement Date; (4) no action or event shall have occurred or been threatened, no action shall have been taken, and no statute, rule, regulation, judgment, order, stay, decree or injunction shall have been promulgated, enacted, entered, enforced or deemed to be applicable to the Exchange Offers and Consent Solicitations or the exchange of Relevant 2016/2017 Notes for the Exchange Offer Consideration under the Exchange Offers by or before any court or governmental regulatory or administrative agency, authority or tribunal, including, without limitation, taxing authorities, that either: (a) (b) challenges the making of the Exchange Offers and Consent Solicitations or the exchange of Relevant 2016/2017 Notes for the Exchange Offer Consideration under the Exchange Offers and Consent Solicitations or might, directly or indirectly, prohibit, prevent, restrict or delay consummation of, or might otherwise adversely affect in any material manner, the Exchange Offers and Consent Solicitations or the exchange of Relevant 2016/2017 Notes for Exchange Notes and cash pursuant to the Exchange Offers; or in their reasonable judgment, could materially adversely affect the Parent s business, condition (financial or otherwise), income, operations, properties, assets, liabilities or prospects or materially impair the contemplated benefits to the Parent of the Exchange Offers and Consent Solicitations; and (5) nothing has occurred or may occur that would or might, in the Parent s reasonable judgment, prohibit, prevent or delay the Exchange Offers and Consent Solicitations or impair it or the Parent from realizing the anticipated benefits of the Exchange Offers and Consent Solicitations. The foregoing conditions are for the Parent s sole benefit and may be amended or waived by the Parent, in whole or in part, at its absolute discretion. Any determination made by the Parent concerning an event, development or circumstance described or referred to above will be conclusive and binding. 12

13 General The Parent may, in its sole discretion, extend, re-open, amend or waive any condition of, or terminate, any one or all of the Exchange Offers at any time and amend or withdraw any one or all of the Proposals being sought pursuant to the Consent Solicitations at any time (in each case subject to applicable law and as provided in the Exchange Offer and Consent Solicitation Memorandum). If any or all of the Proposals being sought pursuant to the Consent Solicitations are withdrawn by the Parent, the Exchange Offer relating to the Relevant 2016/2017 Notes may, but will not necessarily, be terminated by the Parent. Details of any such extension, re-opening, amendment, waiver, termination or withdrawal will be announced as provided in the Exchange Offer and Consent Solicitation Memorandum as soon as reasonably practicable after the relevant decision is made. The Parent undertakes that if the Extraordinary Resolution in respect of the 2017 Notes is passed, then it will allow, for a period of 10 Business Days, any Non-Participating Holder that qualified as a Specified Eligible Holder to tender their 2017 Notes in exchange for the 2017 Notes Exchange Offer Consideration that would have been payable to such Non-Participating Holder on the Settlement Date had such Non-Participating Holder validly tendered their 2017 Notes for exchange prior to the Expiration Deadline (but not elected to subscribe in cash for Ordinary Shares). The Parent will not give effect to the 2017 Notes Proposals (other than the Maturity Extension which will occur on the Settlement Date) until after the settlement of any exchanges of relevant Non-Participating Holders 2017 Notes. Following any reopening of the Exchange Offer relating to the 2017 Notes for Non-Participating Holders, any participating Holders of the 2017 Notes will be further entitled to receive on or promptly following the Final Settlement Date, the Residual 2017 Exchange Notes Consideration (as defined below). Holders are advised to check with any bank, securities broker or other intermediary through which they hold Relevant 2016/2017 Notes when such intermediary needs to receive instructions from a Holder in order for that Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Exchange Offers or the Consent Solicitations before the deadlines specified in the Exchange Offer and Consent Solicitation Memorandum. The deadlines set by each Clearing System for the submission and withdrawal of Exchange Instructions or Electronic Voting Instructions will also be earlier than the relevant deadlines specified in the Exchange Offer and Consent Solicitation Memorandum. Questions and requests for assistance in connection with the (a) Exchange Offers and/or the Proposals under the Consent Solicitations may be directed to the Parent, and (b) delivery of Exchange Instructions or Electronic Voting Instructions may be directed to the Exchange and Tabulation Agent. Announcements Unless stated otherwise, announcements in relation to the Exchange Offers and Consent Solicitations will be found on the relevant Reuters International Insider Screen and the websites of the Irish Stock Exchange and the Luxembourg Stock Exchange and be made by (i) the issue of a press release to a Notifying News Service and (ii) the delivery of Notices to the Clearing Systems for communication to Direct Participants. Copies of all such announcements, press releases and Notices can also be obtained from the Exchange and Tabulation Agent. Significant delays may be experienced where Notices are delivered to the Clearing Systems and Holders are urged to contact the Exchange and Tabulation Agent for the relevant announcements during the course of the Exchange Offer and Consent Solicitation. Securityholders are advised to read carefully the Exchange Offer and Consent Solicitation Memorandum for full details of and information on the procedures for participating in the Exchange Offers and the Consent Solicitations. Lucid Issuer Services Limited is acting as Exchange and Tabulation Agent. Questions and requests for assistance in connection with the Exchange Offers and the Consent Solicitations may be directed to the Parent. 13

14 Norske Skog Norske Skog media Vice President Corporate Communication Carsten Dybevig Norske Skog financial markets Vice President Investor Relations Tom Rogn Questions and requests for assistance in connection with the delivery of Exchange Instructions may be directed to the Exchange Agent and Tabulation Agent. Exchange and Tabulation Agent Lucid Issuer Services Limited Tankerton Works 12 Argyle Walk London WC1H 8HA United Kingdom For information by telephone: Attention: Thomas Choquet/Yves Theis DISCLAIMER This announcement must be read in conjunction with the Exchange Offer and Consent Solicitation Memorandum. This announcement and the Exchange Offer and Consent Solicitation Memorandum contain important information which should be read carefully before any decision is made with respect to the Exchange Offers and Consent Solicitations. If you are in any doubt as to the contents of this announcement or the Exchange Offer and Consent Solicitation Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Relevant 2016/2017 Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to offer Relevant 2016/2017 Notes for exchange pursuant to the Exchange Offers. Neither the Exchange and Tabulation Agent, nor the Parent makes any recommendation as to whether Noteholders should offer Relevant 2016/2017 Notes for exchange pursuant to the Exchange Offers. OFFER AND DISTRIBUTION RESTRICTIONS Neither this announcement, nor the Exchange Offer and Consent Solicitation Memorandum constitutes an invitation to participate in the Exchange Offers and Consent Solicitations in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Exchange Offer and Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Exchange Offer and Consent Solicitation Memorandum comes are required by the Parent and the Exchange and Tabulation Agent to inform themselves about, and to observe, any such restrictions. No action has been or will be taken in any jurisdiction by the Parent or the Exchange and Tabulation Agent in relation to the Exchange Offers that would permit a public offering of securities. United States Neither the Exchange Offers nor the Exchange Notes has been registered under the United States Securities Act of 1933, as amended (the Securities Act ) or any other securities laws and the Exchange Offers are only directed at, and the Exchange Notes are only being offered and will only be issued to, holders of record of Relevant 2016/2017 Notes who can represent that they are either (i) qualified institutional buyers ( QIBs ) (as defined in Rule 144A ( Rule 144A ) under the Securities Act) or (ii) outside the United States and not US persons (as defined in Regulation S under the Securities Act ( Regulation S )) and are lawfully able to participate in the Exchange Offers in compliance with applicable laws of applicable jurisdictions (each such person, an Eligible Holder ). Only Eligible Holders are authorized to receive or review the Exchange Offer and Consent Solicitation Memorandum or to participate in the Exchange Offers and the Consent Solicitations. For a description of restrictions on transfer of the Exchange Notes, see Transfer Restrictions in the Exchange Offer and Consent Solicitation Memorandum. United Kingdom The communication of the Exchange Offer and Consent Solicitation Memorandum by the Parent and any other documents or materials relating to the Exchange Offers is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the FSMA ). Accordingly, such documents 14

15 and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of the Parent or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated. The Grand Duchy of Luxembourg Neither this announcement nor the Exchange Offer and Consent Solicitation Memorandum have been approved by and will not be submitted for approval to the Luxembourg Financial Services Authority (Commission de Surveillance du Secteur Financier) (the CSSF ) for purposes of public offering or sale in the Grand Duchy of Luxembourg. Accordingly, the Exchange Notes may not be offered to the public in the Grand Duchy of Luxembourg, directly or indirectly, and neither the Exchange Offer and Consent Solicitation Memorandum nor any other offering circular, prospectus, form of application, advertisement or other material related to the Exchange Offers may be distributed, or otherwise be made available in or from, or published in, the Grand Duchy of Luxembourg except if a prospectus has been duly approved by the CSSF in accordance with the law of 10 July 2005, on prospectuses for securities, as amended (the Prospectus Law ) or the offer benefits from an exemption to or constitutes a transaction otherwise not subject to the requirement to publish a prospectus for the purpose of the Prospectus Law. Norway The Exchange Offer and Consent Solicitation Memorandum has not been and will not be registered with the Financial Supervisory Authority of Norway. Accordingly, the Exchange Offer and Consent Solicitation Memorandum may not be made available, nor may Exchange Notes otherwise be marketed, in Norway other than in circumstances that are exempted from the prospectus requirements under the Norwegian Securities Trading Act (2007) chapter 7. France The Exchange Offers are not being made, directly or indirectly, to the public in the Republic of France ( France ). Neither the Exchange Offer and Consent Solicitation Memorandum nor any other documents or offering materials relating to the Exchange Offers have been or shall be distributed to the public in France and only (a) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d investissement de gestion de portefeuille pour compte de tiers), as defined in, and in accordance with, Articles L II-1 and D of the French Code monétaire et financier and/or (b) qualified investors (investisseurs qualifiés) acting for their own account, other than individuals, as defined in, and in accordance with, Articles L II-2, D D.744-1, D and D of the French Code monétaire et financier are eligible to participate in the Exchange Offers. Neither this announcement nor the Exchange Offer and Consent Solicitation Memorandum have been and will be submitted for clearance to nor approved by the Autorité des marchés financiers ( AMF ). Pursuant to Article of the General Regulation of the AMF, Holders and any Direct Participant are informed that the Exchange Notes cannot be distributed (directly or indirectly) to the public in France otherwise than in accordance with Articles L.411-1, L.411-2, L and L to L of the French Code monétaire et financier. Australia No prospectus or other disclosure document (as defined in the Corporations Act 2001 of Australia (the Australian Corporations Act )) in relation to the Exchange Notes has been or will be lodged with the Australian Securities and Investments Commission ( ASIC ). Exchange Notes may not (directly or indirectly) be offered for issue, nor may applications for the issue or subscription of the Exchange Notes be invited, in, to or from Australia (including an offer or invitation which is received by a person in Australia) and no offering memorandum, advertisement or other offering material relating to the Exchange Notes may be distributed or published in Australia unless (i) the aggregate consideration payable by each offeree or invitee is at least AUD 500,000 (or its equivalent in other currencies, disregarding moneys lent by the offeror or its associates) or the offer or invitation otherwise does not require disclosure to investors in accordance with Parts 6D.2 or 7.9 of the Australian Corporations Act, (ii) the offer or invitation does not constitute an offer to a retail client as defined under and for the purposes of Section 761G of the Australian Corporations Act, (iii) such action complies with all applicable laws, regulations and directives and (iv) such action does not require any document to be lodged with ASIC. Credit ratings in respect of the Exchange Notes and the Parent are for distribution to persons who are not a retail client within the meaning of section 761G of the Australian Corporations Act and are also sophisticated investors, professional investors or other investors in respect of whom disclosure is not required under Part 6D.2 or 7.9 of the Australian Corporations Act and in all cases in such circumstances as may be permitted by applicable laws in any jurisdiction in which an investor may be located. Anyone who is not such a person is not entitled to receive the Exchange Offer and Consent Solicitation Memorandum and anyone who receives the Exchange Offer and Consent Solicitation Memorandum must not distribute it to any person who is not entitled to receive it. Switzerland Neither this announcement, nor the Exchange Offer and Consent Solicitation Memorandum constitute a public offering prospectus as that term is understood pursuant to Article 652a of the Swiss Code of Obligations. We have not applied for a listing of the Exchange Notes on the SWX Swiss Exchange and consequently the information presented in the Exchange Offer and Consent Solicitation Memorandum does not necessarily comply with the information standards set out in the relevant listing rules. The Exchange Notes may not be publicly offered in Switzerland. The Exchange Notes may be offered only to a selected number of individual investors in Switzerland, under circumstances which will not result in the Exchange Notes being a public offering within the meaning of Article 652a of the Swiss Code of Obligations. Each copy of the Exchange Offer and Consent Solicitation memorandum is addressed to a specifically named recipient and shall not be passed to a third party. General Neither this announcement, nor the Exchange Offer and Consent Solicitation Memorandum constitute an offer to sell or buy or the solicitation of an offer to sell or buy the Relevant 2016/2017 Notes and/or Exchange Notes, as applicable, (and offers of Relevant 2016/2017 Notes for exchange pursuant to the Exchange Offers will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. 15

16 Each Holder participating in an Exchange Offer or a Consent Solicitation will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set forth in Procedures for Participating in the Exchange Offers and the Consent Solicitations in the Exchange Offer and Consent Solicitation Memorandum. Any offer of Relevant 2016/2017 Notes for exchange pursuant to the Exchange Offers from a Holder that is unable to make these representations will not be accepted. Each of the Parent and the Exchange and Tabulation Agent reserves the right, in its absolute discretion, to investigate, in relation to the offer of Relevant 2016/2017 Notes for exchange pursuant to the Exchange Offers, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Parent determines (for any reason) that such representation is not correct, such offer shall not be accepted. 16