NORSKE SKOG HOLDING AS ANNOUNCES EXCHANGE OFFERS AND CONSENT SOLICITATIONS FOR THE US$200,000, % SENIOR NOTES DUE 2015, 150,000,000 11

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1 NORSKE SKOG HOLDING AS ANNOUNCES EXCHANGE OFFERS AND CONSENT SOLICITATIONS FOR THE US$200,000, % SENIOR NOTES DUE 2015, 150,000, % SENIOR NOTES DUE 2016, 500,000, % SENIOR NOTES DUE 2017 AND US$200,000, % SENIOR NOTES DUE January 22, 2015 NORSKE SKOG HOLDING AS announces its invitation to holders (subject to the offer restrictions referred to below) of Norske Skogindustrier ASA s outstanding US$200,000, % senior notes due 2015 (the 2015 Notes ), 150,000, % senior notes due 2016 (the 2016 Notes ), 500,000, % senior notes due 2017 (the 2017 Notes ) and US$200,000, % senior notes due 2033 (the 2033 Notes, and together with the 2015 Notes, the 2016 Notes and the 2017 Notes, the Existing Notes ) to offer to exchange their Existing Notes for the applicable consideration, to be comprised of cash and of Euro-denominated senior notes due 2021 and United States dollar-denominated senior notes due 2033 (or United States dollar-denominated senior notes due 2023 under certain circumstances) (the Exchange Offers ). In addition to the Exchange Offers, Norske Skogindustrier ASA is seeking approval of certain amendments to each series of the Existing Notes (the Consent Solicitations, 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 22, 2015, (the Exchange Offers and Consent Solicitations Memorandum ) and will expire at 11:59 P.M., New York City Time, on February 19, 2015 (subject to the right of the Issuer to extend, re-open or terminate the Exchange Offers and Consent Solicitations) (the Expiration Deadline ). Concurrently with the Exchange Offers and Consent Solicitations, Norske Skogindustrier ASA is offering 250 million of senior secured notes due 2019 (the New Senior Secured Notes ) through one of its subsidiaries. Norske Skog Holding AS s ability to complete the Exchange Offers and Consent Solicitations is subject to, among other things, Norske Skogindustrier ASA s ability to successfully place the New Senior Secured Notes or find alternative sources of funding. Copies of the Exchange Offer and Consent Solicitation Memorandum are available 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 EXISTING NOTES Exchange Offer Consideration Existing Notes to be Exchanged ISIN Amount Outstanding (in millions) (2) Exchange Ratio Exchange Notes Consideration Cash Consideration Amount Early Instruction Fee US$200,000, % Senior Notes due 2015 Regulation S ISIN: USR80036AP26, CUSIP: R80036AP2 Rule 144A ISIN: US656533AB28, CUSIP: AB2 US$ % (1) An amount of Exchange Notes due 2021 (the Exchange Notes due 2021 ) equal to the Exchange Ratio multiplied by the aggregate nominal amount of 2015 Notes exchanged (Subject to an exchange rate of $1 = 0.864) US$ per aggregate nominal amount of US$1,000 of 2015 Notes (1) US$20.00 / $1, ,000, % Senior Notes due 2016 Regulation S ISIN: XS Rule 144A ISIN: XS % (1) An amount of Exchange Notes due 2021 equal to the Exchange Ratio multiplied by the aggregate nominal amount of 2016 Notes exchanged per aggregate nominal amount of 1,000 of 2016 Notes (1) / 1, ,000, % Senior Notes due 2017 ISIN: XS % (1) An amount of Exchange Notes due 2021 equal to the Exchange Ratio multiplied by the aggregate nominal amount of 2017 Notes exchanged per aggregate nominal amount of 1,000 of 2017 Notes (1) / 1,000 US$200,000, % Senior Notes due 2033 Regulation S ISIN: USR80036AQ09, CUSIP: R80036AQ0 Rule 144A ISIN: US656533AC01, CUSIP: AC0 US$ % if exchange for Exchange Notes due % if exchange for Exchange Notes due 2033 If the 2016 Notes Consent is obtained prior to the Expiration Deadline, an amount of new US dollardenominated 8.00% senior notes due 2023 (the Exchange Notes due 2023 ) equal to the applicable Exchange Ratio multiplied by the aggregate amount of 2033 Notes exchanged If the 2016 Notes Consent is not obtained prior to the Expiration Deadline, an amount of new US dollardenominated 8.00% senior notes due 2033 (the Exchange Notes due 2033 ) equal to the applicable Exchange Ratio None US$20.00 / $1,000 2

3 Exchange Offer Consideration Existing Notes to be Exchanged ISIN Amount Outstanding (in millions) (2) Exchange Ratio Exchange Notes Consideration Cash Consideration Amount Early Instruction Fee US$200,000, % Senior Notes due 2015 Regulation S ISIN: USR80036AP26, CUSIP: R80036AP2 Rule 144A ISIN: US656533AB28, CUSIP: AB2 US$ % (1) An amount of Exchange Notes due 2021 (the Exchange Notes due 2021 ) equal to the Exchange Ratio multiplied by the aggregate nominal amount of 2015 Notes exchanged (Subject to an exchange rate of $1 = 0.864) US$ per aggregate nominal amount of US$1,000 of 2015 Notes (1) US$20.00 / $1,000 multiplied by the aggregate amount of 2033 Notes exchanged. (1) If the gross proceeds from the New Senior Secured Notes offering exceed 225mm and 80% of the nominal amount of any series of the 2015 Notes, the 2016 Notes and the 2017 Notes elects to participate in the Exchange Offers, and then again for each additional 5% of the nominal amount of such series the Cash Consideration Amount for such series of the 2015 Notes, the 2016 Notes and the 2017 Notes will increase by /$10 per /$1,000 and the Exchange Ratio for such series of the 2015 Notes, the 2016 Notes and the 2017 Notes will decrease by 1.25% (the Cash Participation Incentive ). (2) Norske Skogindustrier ASA holds US$41,800,000 aggregate principal amount of the 2015 Notes, 20,400,000 aggregate principal amount of the 2016 Notes and 111,534,000 aggregate principal amount of the 2017 Notes. Norske Skogindustrier ASA intends to vote in favour of the 2015 Notes Proposal. Norske Skogindustrier ASA is not entitled to vote its 2016 Notes nor its 2017 Notes. 3

4 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 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. January 22, Early Exchange and Consent Deadline Deadline for receipt of valid Exchange Instructions by the Exchange and Tabulation Agent in order for Holders to be able to participate in the Exchange Offers and to be eligible to receive (in the circumstances in which it is payable) the applicable Early Instruction Fee. Deadline for receipt of valid Electronic Voting Instructions by the Exchange and Tabulation Agent in order for Holders participating in the Consent Solicitations (and not the Exchange Offers) to be eligible to receive (in the circumstances in which it is payable) the applicable Early Instruction Fee. 5:00 p.m. (New York time) on February 4, Announcement of Early 2016 Notes Consent Result Announcement as to whether the 2016 Notes Consent Threshold has been met as at the Early Exchange and Consent Deadline. If the 2016 Notes Consent Threshold has been met, execution of documentation amending the Existing 2016 Notes Security Conditions. As soon as reasonably practicable after the Early Exchange and Consent Deadline. Expiration Deadline Final deadline for receipt of valid Exchange 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 without receiving the Early Instruction Fee. 11:59 p.m. (New York time) on February 19, Time and Date of Meetings Expected time and date of Meeting of Holders of the 2015 Notes. Expected time and date of Meeting of Holders of the 2017 Notes. 10:00 a.m. (London time) on February 23, :15 a.m. (London time) on February 23,

5 Events Times and Dates Expected time and date of Meeting of Holders of the 2033 Notes. 10:30 a.m. (London time) on February 23, 2015 Announcement of Results Announcement by the Existing Notes Issuer and the Exchange Notes Issuer of whether the Exchange Notes Issuer will accept valid offers of Existing Notes for exchange pursuant to each of the Exchange Offers and, if so accepted, (i) the final aggregate nominal amount of each series of Existing 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 Meetings (or, if applicable, any adjourned Meeting), (iv) the result of the 2016 Notes Consent if the 2016 Notes Consent Threshold is not satisfied at the Early Exchange and Consent Deadline and (v) the aggregate nominal amount of each series of Existing Notes that will be outstanding following the Settlement Date. As soon as reasonably practicable after the date of the Meetings. Adoption of Extraordinary Resolutions If an Extraordinary Resolution is passed at the first Meeting in respect of a series of Meetings Notes and/or if the 2016 Notes Consent is achieved, execution of documentation amending the applicable Existing Security Conditions. On or about February 23, Expected Settlement Date Expected settlement date for the Exchange Offers and, with respect to Exchange Instructions received prior to the Early Exchange and Consent Deadline, payment of the applicable Early Instruction Fees. On or about February 24, For Holders who are unwilling or unable to offer their Existing Notes for exchange in any Exchange Offer but who deliver a valid Electronic Voting Instructions received prior to the Early Exchange and Consent Deadline, payment of the relevant Early Instruction Fees if (i) the 2016 Notes Consent is passed and/or (ii) the Extraordinary Resolution for each series of Meetings Notes is passed and implemented, as applicable. The above times and dates are subject to the right of the Existing Notes Issuer and/or the Exchange Notes Issuer 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 this Exchange Offer and Consent Solicitation Memorandum). 5

6 Title NEW NOTES Issue Amount (in millions) Issue Price Exchange Notes due 2021 Up to % Exchange Notes due 2023 (1) Up to US$ % Exchange Notes due 2033 (1) Up to US$ % Interest 8.000% per annum 8.000% per annum 8.000% per annum Maturity Date February 24, 2021 February 24, 2023 October 15, 2033 (1) In the event of a 2016 Notes Consent being obtained, the 2033 Notes will be exchanged for the Exchange Notes due In the event of a 2016 Notes Consent not being obtained, the 2033 Notes will be exchanged for the Exchange Notes due Norske Skog Holding AS (the Exchange Notes Issuer ) is inviting Holders to offer to exchange their Existing Notes for the applicable Exchange Offer Consideration pursuant to the Exchange Offers. In addition to the Exchange Offers, pursuant to the Consent Solicitations, the Existing Notes Issuer is seeking approval of certain amendments to the Existing Notes. The Existing Notes will be structurally subordinated to the New Senior Secured Notes, the Exchange Notes and all of the creditors of any of the Parent s non- Guarantor subsidiaries. Holders wishing to participate in the Exchange Offers and/or Consent Solicitations, in each case, 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 Existing Notes of a particular series: (A) offer to exchange those Existing Notes for the applicable Exchange Offer Consideration, plus an amount in cash (in Euro or US$) equal to any Accrued Interest Payments, plus, in the case of an Exchange Instruction validly submitted and received by the Exchange and Tabulation Agent prior to the Early Exchange and Consent Deadline only, the relevant Early Instruction Fee regardless of whether any consents are received in connection with the Consent Solicitations; or (B) with respect to the 2015 Notes, the 2017 Notes and the 2033 Notes (the Meetings Notes ), deliver a valid Electronic Voting Instruction in respect of those Meetings Notes appointing the Exchange and Tabulation Agent (or its nominee) as proxy to vote in favor of the relevant Extraordinary Resolution at the Meeting in respect of the applicable series of Meetings Notes (including any adjournment thereof) and receive, in the case of an Electronic Voting Instruction validly submitted prior to the Early Exchange and Consent Deadline and where each of the Proposals is passed (and not subsequently revoked) and implemented, the relevant Early Instruction Fee; or (C) with respect to the 2016 Notes only, deliver a valid Electronic Voting Instruction in respect of those 2016 Notes voting in favor of the 2016 Notes Proposal and receive, in the case of an Electronic Voting Instruction validly submitted prior to the Early Exchange and Consent Deadline and where the 2016 Notes Consent Threshold has been satisfied, the relevant Early Instruction Fee. The submission of an Exchange Instruction will also constitute (i) with respect to the Meetings Notes, an instruction appointing the Exchange and Tabulation Agent (or its nominee) as proxy to attend the Meeting in respect of the relevant series of Meetings Notes (including any adjournment thereof) and vote in favor of the applicable Extraordinary Resolution in respect of such series of Meetings Notes or (ii) with respect to the 2016 Notes, a consent in favor of the 2016 Notes Proposal. It will not be possible to validly offer for exchange Existing Notes in the Exchange Offer without at the same time providing consent in connection with the Consent Solicitations. The Transactions Norske Skogindustrier ASA s (the Existing Notes Issuer ) outstanding Existing Notes mature in 2015, 2016, 2017 and As part of Norske Skogindustrier ASA s strategy to continue to actively manage its indebtedness, concurrently with the Exchange Offers, Norske Skogindustrier ASA is undertaking to offer up 6

7 to 250 million of New Senior Secured Notes. Norske Skogindustrier ASA intends to use a portion of the proceeds from the issuance of the New Senior Secured Notes to finance the Cash Consideration Amounts and Early Instruction Fees for the Exchange Offers and Consent Solicitations. Norske Skogindustrier ASA is offering the Eligible Holders of each series of the outstanding Existing Notes to exchange each series of Existing Notes for the applicable series of Exchange Notes and, if applicable to such series, cash, pursuant to the terms of each relevant Exchange Offer as described more fully in the Exchange Offer and Consent Solicitation Memorandum. Norske Skogindustrier ASA is also soliciting consents from the Eligible Holders of each series of the outstanding Existing Notes through the Consent Solicitation, as described in The Proposals, in the Exchange Offer and Consent Solicitation Memorandum. The offering of the New Senior Secured Notes is not contingent upon the completion of the Exchange Offers or the Consent Solicitations; however, Norske Skogindustrier ASA s ability to issue all of the 250 million of New Senior Secured Notes will require receipt of Requisite Consents pursuant to the Consent Solicitations. As of the date of the Exchange Offer and Consent Solicitation Memorandum, the proposed issuance of 250 million in aggregate principal amount of New Senior Secured Notes would exceed the amount of secured indebtedness permitted to be incurred under the Existing Notes Indenture and Agency Agreements which would have permitted a maximum of 179 million in aggregate principal amount of additional secured indebtedness to be incurred as of December 31, There can be no assurance that the Exchange Offers or the Consent Solicitations will be completed on the terms set forth in the Exchange Offer and Consent Solicitation Memorandum, if at all. 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 Existing Notes Offered and Accepted for Exchange Holders of Existing Notes accepted by the Exchange Notes Issuer for exchange will receive, on the Settlement Date, which is expected to be February 24, 2015: (a) (b) (c) (d) with respect to the 2015 Notes, a combination of Exchange Notes due 2021 with an aggregate nominal amount equal to % (subject to any adjustment due to the Cash Participation Incentive Exchange Ratio) of the aggregate nominal amount of the 2015 Notes validly offered and accepted for exchange (less an aggregate principal amount equal to any Cash Rounding Amount and subject to the applicable exchange rate) and the 2015 Notes Cash Consideration Amount and, if applicable, the relevant Early Instruction Fee and Cash Rounding Amount. Such Holders will also be entitled to receive on the Settlement Date an amount in cash (in US$) equal to any Accrued Interest Payment; with respect to the 2016 Notes, a combination of Exchange Notes due 2021 with an aggregate nominal amount equal to % (subject to any adjustment due to the Cash Participation Incentive Exchange Ratio) of the aggregate nominal amount of the 2016 Notes validly offered and accepted for exchange (less an aggregate principal amount equal to any Cash Rounding Amount) and the 2016 Notes Cash Consideration Amount and, if applicable, the relevant Early Instruction Fee and Cash Rounding Amount. Such Holders will also be entitled to receive on the Settlement Date an amount in cash (in Euro) equal to any Accrued Interest Payment; with respect to the 2017 Notes, a combination of Exchange Notes due 2021 with an aggregate nominal amount equal to % (subject to any adjustment due to the Cash Participation Incentive Exchange Ratio) of the aggregate nominal amount of the 2017 Notes validly offered and accepted for exchange (less an aggregate principal amount equal to any Cash Rounding Amount) and the 2017 Notes Cash Consideration Amount and, if applicable, the relevant Early Instruction Fee and Cash Rounding Amount. Such Holders will also be entitled to receive on the Settlement Date an amount in cash (in Euro) equal to any Accrued Interest Payment; and with respect to the 2033 Notes, either: (i) Exchange Notes due 2033 with an aggregate nominal amount equal to % of the aggregate nominal amount of the 2033 Notes validly offered and accepted for exchange, or (ii) in the event of a 2016 Notes Consent being obtained, Exchange Notes due 2023 with an aggregate nominal amount equal to 68.75% of the aggregate nominal amount of the 7

8 2023 Notes validly offered and in both cases accepted for exchange, and, if relevant, the relevant Early Instruction Fee and Cash Rounding Amount. Such Holders will also be entitled to receive on the Settlement Date an amount in cash (in US$) equal to any Accrued Interest Payment. 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 Exchange Notes Issuer, receive Exchange Notes in a principal amount (rounded down to the nearest 1,000 or US$1,000, as applicable) equal to the product of (i) the aggregate principal amount of such Existing Notes accepted for exchange (and, in the case of the 2015 Notes, taking into account the applicable exchange rate) and (ii) the applicable Exchange Ratio. 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 Accrued Interest Payments and Cash Rounding Amounts (if applicable). Payment of the Cash Consideration Amounts, Accrued Interest Payments, Cash Rounding Amounts and Early Instruction Fees with respect to the Exchange Offers is conditional upon the Exchange Notes Issuer accepting valid offers of the relevant Existing Notes for exchange. The acceptance of Existing Notes under the Exchange Offers is not conditional on the success of the Consent Solicitations. However, if the Consent Solicitations are not successful, then the New Senior Secured Notes Issuer will only be permitted to issue up to 179 million of New Senior Secured Notes, the proceeds of which are being used to finance the Cash Consideration Amounts and the Early Instruction Fees for the Exchange Offers and Consent Solicitations. Form and Denomination of Exchange Notes The Exchange Notes will be issued pursuant to the Exchange Notes Indenture and will be issued in registered form and shall be in denominations of (i) 100,000 and integral multiples of 1,000 in excess thereof with respect to the Exchange Notes due 2021 and (ii) US$150,000 and integral multiples of US$1,000 in excess thereof with respect to the Exchange Notes due 2023 and the Exchange Notes due Participation in the Exchange Offers and Minimum Offer Amounts To participate in the Exchange Offers, Holders must validly offer for exchange Existing Notes with an aggregate nominal amount of: (i) US$238,000 in the case of the 2015 Notes, (ii) 187,000 in the case of the 2016 Notes, (iii) 162,000 in the case of the 2017 Notes, and (iv) US$219,000 in the case of the 2033 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 Existing Notes having an aggregate nominal amount less than the applicable Minimum Offer Amount must first acquire such further Existing Notes of that series as is necessary for that Holder to be able to offer for exchange the relevant Minimum Offer Amount. 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 Existing 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. 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 Existing Notes for exchange pursuant to the Exchange Offers will not be accepted. Existing Notes not accepted for exchange in the Exchange Offers will remain outstanding on the basis of their current terms and conditions. The Minimum Offer Amounts do not apply to participation in the Consent Solicitations. Holders that are unable to participate in the Exchange Offers are still eligible to participate in the Consent Solicitations and receive the Early Instruction Fee. Exchange Instructions and Consent Solicitations The submission of an Exchange Instruction will also constitute (i) with respect to the Meetings Notes, an instruction appointing the Exchange and Tabulation Agent (or its nominee) as proxy to attend the Meeting in 8

9 respect of the relevant series of Meetings Notes (including any adjournment thereof) and vote in favor of the applicable Extraordinary Resolution in respect of such series of Meetings Notes or (ii) with respect to the 2016 Notes, a consent in favor of the 2016 Notes Consent. It will not be possible to validly offer for exchange Existing Notes in the Exchange Offers without at the same time providing consent in connection with the Consent Solicitations. The Consent Solicitations In addition to the Exchange Offers, the Existing Notes Issuer is seeking approval by means of Extraordinary Resolutions of the Holders to certain amendments to the Existing Notes Indenture and Agency Agreements and consents in favor of the 2016 Notes Consent, in each case, as described in the Exchange Offer and Consent Solicitation Memorandum under The Proposals. Subject to certain restrictions, the Existing Notes Issuer may elect, at any time prior to the Expiration Deadline, to amend or vary the terms of, and the procedures relating to, any or all of 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 Notices convening the meetings (the Meetings ) of the Holders of the Meetings Notes to be held at the offices of Linklaters LLP, One Silk Street, London, EC2Y 8HQ, United Kingdom on February 23, 2015, at the times specified in each such notice in respect of the Meetings Notes (the Notices ) have been published on the date of the Exchange Offer and Consent Solicitation Memorandum. If the required quorum is not satisfied at a Meeting, an adjourned meeting will be held in accordance with the relevant Existing Notes Indenture and Agency Agreements. The Notices and, if applicable, notice of any adjourned Meetings, will be published in accordance with the relevant Existing Security Conditions and disclosed through the Clearing Systems. Participation in the Consent Solicitations for Holders who are Unwilling or Unable to Exchange their Existing Notes Holders who are unwilling or unable to offer their Existing Notes for exchange in the Exchange Offers are nevertheless eligible to consider and to vote on the applicable Extraordinary Resolution or provide consents in respect of the 2016 Notes Consent, as the case may be, 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 Existing Notes that is received by the Exchange and Tabulation Agent prior to the Expiration Deadline. Holders who deliver, or arrange to have delivered on their behalf, prior to the Early Exchange and Consent Deadline, a valid Electronic Voting Instruction (i) with respect to the Meetings Notes, appointing the Exchange and Tabulation Agent (or its nominee) as proxy to vote in favor of the Extraordinary Resolution at the applicable Meeting with respect to the series of Meetings Notes which are the subject of the Electronic Voting Instruction (including any adjournment thereof) or (ii) with respect to the 2016 Notes, voting in favor of the 2016 Notes Consent, will be eligible, on the terms and subject to the exceptions mentioned below, to receive the relevant Early Instruction Fee. For Holders who do not wish to participate in the applicable Exchange Offer but who wish to deliver a consent to the applicable proposal, payment of the Early Instruction Fee in respect of each series of Existing Notes is conditional upon either (i) with respect to the Meetings Notes, each of the Proposals being duly passed, becoming effective in accordance with its terms and being implemented or (ii) with respect to the 2016 Notes, the 2016 Notes Consent being passed, and in each case provided the relevant Electronic Voting Instruction remains unrevoked either (i) with respect to the Meetings Notes, at the conclusion of the relevant Meeting or (ii) with respect to the 2016 Notes, at the Early Exchange and Consent Deadline or, if the 2016 Notes Consent Threshold has not been met at that time, the Expiration Deadline. For the avoidance of doubt, (i) no Early Instruction Fee will be payable in respect of the 2016 Notes unless the 2016 Notes Consent Threshold is satisfied on or prior to the Early Exchange and Consent Deadline and (ii) no Early Instruction Fee will be payable in respect of any series of Meetings Notes unless the Extraordinary Resolution for each of the proposals is duly passed and the 2016 Notes Consent Threshold satisfied and becomes effective in accordance with its terms. Holders who submit or deliver Electronic Voting Instructions after the Early Exchange and Consent Deadline or who vote on the Proposals pursuant to the Consent Solicitation in respect of their Existing 9

10 Notes other than by submission or delivery of an Electronic Voting Instruction to the effect described above will not be eligible to receive the applicable Early Instruction Fee (even if voting in favor). Holders who have submitted Exchange Instructions cannot submit an Electronic Voting Instruction in respect of the Existing Notes that are the subject of such Exchange Instruction. The Early Instruction Fees will, if payable, be paid by or on behalf of the Existing Notes Issuer and the Exchange Notes Issuer on the Settlement Date. The Exchange Offer Consideration and/or the Early Instruction Fee are being paid to Holders as consideration for validly delivering (and not subsequently revoking) a consent in respect of the Proposals. Only Direct Participants in the Clearing Systems may deliver Electronic Voting Instructions and thereby be eligible to receive an Early Instruction Fee in respect of the Existing Notes (subject to each of the Proposals being duly passed or the 2016 Notes Consent being achieved, as applicable). Holders who are not Direct Participants in the Clearing Systems should arrange for the account holder through which they hold their Existing 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 Offer and the Consent Solicitation. 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 applicable Meeting, may do so in accordance with the voting procedures set forth in the applicable Notice and the applicable Agency Agreement. Such Holders will not, however, be eligible to receive any Early Instruction Fee. Holders of the Existing Notes wishing to vote in favor of either (i) with respect to the Meetings Notes, the relevant Extraordinary Resolution or (ii) with respect to the 2016 Notes, the 2016 Notes Consent, but not offer to exchange their Existing Notes pursuant to the applicable 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, on or prior to the Early Exchange and Consent Deadline in order to be eligible to receive the applicable Early Instruction Fee in the circumstances in which it is payable. Holders should note that, with respect to the Meetings Notes only, Electronic Voting Instructions will remain valid for any adjourned Meeting unless validly revoked, in the limited circumstances provided in the Exchange Offer and Consent Solicitation Memorandum. Except in each case in the limited circumstances set forth in the Exchange Offer and Consent Solicitation Memorandum, (i) Holders who submit Electronic Voting Instructions prior to the Early Exchange and Consent Deadline will not be able to revoke or amend such instructions at any time after the Early Exchange and Consent Deadline and (ii) Holders who submit Electronic Voting Instructions after the Early Exchange and Consent Deadline but prior to the Expiration Deadline will not be able to revoke or amend such instructions at any time (in each case, with respect to the Meetings Notes only, 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 applicable Agency Agreement. Electronic Voting Instructions must be submitted in respect of no less than 100,000 with respect to the 2016 Notes, 50,000 with respect to the 2017 Notes and US$1,000 with respect to the 2015 Notes and the 2033 Notes, being the applicable minimum denominations of the Existing Notes, and may be submitted in integral multiples of 1,000, 1,000 and US$1,000, respectively in excess thereof. The effectiveness of each of the Extraordinary Resolutions and the 2016 Notes Consent is conditional on the acceptance by the Exchange Notes Issuer of the Existing Notes of the applicable series that have been validly offered for exchange in the relevant Exchange Offer. General Both the Existing Notes Issuer and the Exchange Notes Issuer may, in their sole discretion or acting jointly, 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 Existing Notes Issuer, the Exchange Offers relating to the applicable series of Existing Notes may, but will not necessarily, be terminated by the Exchange Notes Issuer. 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. 10

11 Holders are advised to check with any bank, securities broker or other intermediary through which they hold Existing 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. For further information on the Exchange Offers and the Consent Solicitations and the further terms and conditions on which the Exchange Offers and the Consent Solicitations are made, Holders should refer to Further Information and Terms and Conditions 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 Dealer Managers, and (b) delivery of Exchange Instructions or Electronic Voting Instructions may be directed to the Exchange and Tabulation Agent, the contact details for all of which are on the last page of the Exchange Offer and Consent Solicitation Memorandum. Announcements Unless stated otherwise, announcements in relation to the Exchange Offers and Consent Solicitations will be made on the relevant Reuters International Insider Screen and the websites of both 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, notices and press releases can also be obtained from the Exchange and Tabulation Agent, the contact details for which are on the last page of the Exchange Offer and Consent Solicitation Memorandum. 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 Offer and the Consent Solicitation. Goldman Sachs International and Citigroup Global Markets Limited are acting as Dealer Managers and 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 either Dealer Manager. Dealer Managers Goldman Sachs International Citigroup Global Markets Limited Peterborough Court 133 Fleet Street London EC4A 2BB United Kingdom +44 (0) (Europe) (US toll free) (US collect) liabilitymanagement.eu@gs.com Citigroup Centre Canada Square London E14 5LB United Kingdom (Europe) (US toll free) (US collect) liabilitymanagement.europe@citi.com Questions and requests for assistance in connection with the delivery of Exchange Instructions may be directed to the Exchange Agent and Tabulation Agent. 11

12 Exchange and Tabulation Agent Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP 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 Existing 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 Existing Notes for exchange pursuant to the Exchange Offer. None of the Dealer Managers, the Exchange Agent or the Issuer makes any recommendation as to whether Noteholders should offer Existing 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 Offer 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 Issuer, the Dealer Managers 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 Issuer, the Dealer Managers 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 New 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 New Notes are only being offered and will only be issued to, holders of record of Existing 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 New 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 Existing Notes Issuer and the New Notes Issuer 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 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 Existing Notes Issuer or the New Notes Issuer 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 New 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 12

13 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 New 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 New 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 New Notes has been or will be lodged with the Australian Securities and Investments Commission ( ASIC ). New Notes may not (directly or indirectly) be offered for issue, nor may applications for the issue or subscription of the New 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 New Notes may be distributed or published in Australia unless (i) the aggregate consideration payable by each offeree or invitee is at least AU$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 New Notes or the New Notes Issuer 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 New 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 New Notes may not be publicly offered in Switzerland. The New Notes may be offered only to a selected number of individual investors in Switzerland, under circumstances which will not result in the New 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 Existing Notes and/or New Notes, as applicable, (and offers of Existing 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. In those jurisdictions where the securities, blue sky or other laws require the Exchange Offers or the Consent Solicitations to be made by a licensed broker or dealer and either of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, that Exchange Offer or Consent Solicitation, as the case may be, shall be deemed to be made by such Dealer Manager or such affiliate (as the case may be) on behalf of the Existing Notes Issuer and/or the New Notes Issuer in such jurisdiction. 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. Any offer of Existing 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 Existing Notes Issuer, the New Notes Issuer, the Dealer Managers and the Exchange and Tabulation Agent reserves the right, in its absolute discretion, to investigate, in relation to the offer of Existing 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 New Notes Issuer determines (for any reason) that such representation is not correct, such offer shall not be accepted. 13