Aroundtown : Exchange offer / Tender offer

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO OR TO ANY PERSON RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

8 July 2024

Aroundtown SA announces offers to the holders of its EUR 700,000,000 1.00 per cent. Notes due 2025 (ISIN: XS1715306012), EUR 800,000,000 0.625 per cent. Notes due 2025 (ISIN: XS2023872174), EUR 500,000,000 1.875 per cent. Notes due 2026 (ISIN: XS1649193403) and EUR 600,000,000 1.500 per cent. Notes due 2026 (ISIN: XS1843435501) to tender such Notes for purchase for cash.

The Board of Directors of Aroundtown SA (the "Company") has decided to invite the holders of the

1. EUR 700,000,000 1.00 per cent. Notes due 2025 (ISIN: XS1715306012), issued by the Company (the "January 2025 Notes");
2. EUR 800,000,000 0.625 per cent. Notes due 2025 (ISIN: XS2023872174), issued by the Company (the "July 2025 Notes");
3. EUR 500,000,000 1.875 per cent. Notes due 2026 (ISIN: XS1649193403), issued by ATF Netherlands B.V. (the "January 2026 Notes"); and
4. EUR 600,000,000 1.500 per cent. Notes due 2026 (ISIN: XS1843435501), issued by the Company and originally issued by TLG IMMOBILIEN AG (the "May 2026 Notes" and, together with the January 2025 Notes, July 2025 Notes and the January 2026 Notes, the "Notes" and each a "Series")

to tender the Notes for purchase by the Company for cash (the "Offers" and each such invitation, an "Offer").

The Offers shall be subject to the satisfaction or waiver of the New Financing Condition and the other conditions set out in the tender offer memorandum dated 8 July 2024 (the "Tender Offer Memorandum") prepared by the Company.

The Offers begin today and will expire at 5:00 p.m. (CEST) on 15 July 2024 (the "Expiration Deadline"), unless extended, withdrawn, re-opened or terminated at the sole and absolute discretion of the Company as provided in the Tender Offer Memorandum.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Rationale for the Offers

The purpose of the Offers and the planned issuance of New Notes (as defined below) is, amongst other things, to proactively manage the debt redemptions and to extend the debt maturity profile of the Company.

Subject to the satisfaction or waiver of the New Financing Condition, the Company will accept any and all tender submissions for the January 2025 Notes. The amount of the July 2025 Notes, the January 2026 Notes and the May 2026 Notes repurchased under the Modified Dutch Auction Offers will be finalised after the Expiration Deadline and will be based on submissions received under the Modified Dutch Auction procedure. The final buyback size will therefore depend on the amount of tender submissions received and the outcome of the pricing of the Modified Dutch Auction. If the Company repurchases an amount that is lower than the

amount of New Notes issued, remaining proceeds will add to the Company's liquidity balance and be used for upcoming debt redemptions and other general corporate purposes.

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Material Pricing Terms

Fixed Price Offer

			First
		ISIN /	Optional				Amount Subject
Description of	Redemption		Outstanding
Common	Coupon	Fixed Purchase Price	to the Fixed
the Notes	Date /	principal amount
Code / WKN			Price Offer
		Maturity
			Date
			7 October
January 2025	XS171530601	2024 / 7	1.000 per cent.	EUR 478,900,000	98.65 per cent.	Any and all
Notes	2 / 171530601	January
			2025
		Modified Dutch Auction Offers (subject to the respective Series Acceptance Amounts*)
		ISIN /	First
		Common	Optional				Maximum Offer
Description of	Code / WKN	Redemption		Outstanding
Coupon	Benchmark Rate	Spread
the Notes		Date /	principal amount
			Maturity
			Date
July 2025 Notes	XS202387217	9 April 2025	0.625 per cent.	EUR 603,800,000	July 2025 Notes Mid-Swap	60 bps
4 / 202387217	/ 9 July 2025	Rate
			Not			January 2026
January 2026	XS164919340	Applicable /
1.875 per cent.	EUR 206,900,000	Notes Interpolated Mid-	110 bps
Notes	3 / 164919340	19 January
		Swap Rate
			2026
		XS184343550	28 February			May 2026 Notes
May 2026 Notes	2026 / 28	1.500 per cent.	EUR 519,500,000	125 bps
1 / 184343550	Interpolated Mid-Swap Rate
		May 2026

• The Company is not under any obligation to accept for purchase any Notes of a Modified Dutch Auction Series tendered pursuant to any Modified Dutch Auction Offer. The acceptance for purchase by the Company of Notes of a Modified Dutch Auction Series tendered pursuant to a Modified Dutch Auction Offer is at the sole and absolute discretion of the Company and tenders may be rejected by the Company for any reason. The Company will determine the aggregate principal amount of Notes accepted for purchase for each Modified Dutch Auction Series (each a "Series Acceptance Amount") in its sole and absolute discretion at or around the Pricing Time on the Pricing Date and announce such Series Acceptance Amounts as soon as reasonably practicable after the Pricing Time on the Pricing Date. The Company reserves the right to accept significantly more or less (or none) of the Notes of a Modified Dutch Auction Series as compared to the other Modified Dutch Auction Series.

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Purchase Price

The Company will pay, subject to satisfaction or waiver of the New Financing Condition, for Notes tendered in the Offers and accepted for purchase by the Company pursuant to the Offers, a cash purchase price (each a "Purchase Price") which will be determined as follows:

Fixed Price Offer

The fixed Purchase Price for the January 2025 Notes as set out in the table under Material Pricing Terms.

Modified Dutch Auction Offers

The applicable Purchase Price for the July 2025 Notes, the January 2026 Notes and the May 2026 Notes (together, the "Modified Dutch Auction Series") will be fixed by the Company in accordance with an auction procedure as follows (such auction procedure, the "Modified Dutch Auction"):

The applicable Purchase Price for each of the Modified Dutch Auction Offers will represent the highest spread (subject to the Maximum Offer Spread for the relevant Series as set in the table under Material Pricing Terms above) that will enable the Company to purchase an aggregate principal amount of Notes of the relevant Series which equals the relevant Series Acceptance Amount (the "Clearing Spread").

The applicable Purchase Price for each of the Modified Dutch Auction Offers will be determined in accordance with market convention and expressed as a percentage of the principal amount of the Notes of the relevant Series accepted for purchase pursuant to the relevant Offer and is intended to reflect a yield to the scheduled maturity date of such Notes on the Settlement Date based on the applicable Modified Dutch Auction Purchase Yield (calculated as the sum of the applicable Clearing Spread for the relevant Series of Notes and relevant Benchmark Rate for the Series as set out in the table under Material Pricing Terms above). Each such Purchase Price will equal (a) the value of all remaining payments of principal and interest on the relevant Notes up to and including the scheduled maturity date of such Notes, discounted to the Settlement Date at a discount rate equal to the applicable Modified Dutch Auction Purchase Yield, minus (b) Accrued Interest on the relevant Series of Notes.

If the Company decides to accept Notes of one Modified Dutch Auction Series for purchase pursuant to the relevant Offer, it will determine the applicable Clearing Spread for such Series in whole basis points in accordance with the modified Dutch auction procedure described herein. Such relevant Clearing Spread shall be the lower of (i) the Maximum Offer Spread for the Series as set out in the table under Material Pricing Terms above and (ii) a single spread specified in Competitive Tender Instructions for such Series by tendering Noteholders, such that (i) or (ii) will enable the Company to purchase its desired principal amount of Notes of the relevant Series. If no Competitive Tender Instructions for a Series are accepted for purchase, the Clearing Spread for such Series will be the Maximum Offer Spread for such Series as set out in the table under Material Pricing Terms above. On the Pricing Date and subject to the foregoing, the Company will determine the Clearing Spread for each relevant Series (if any) in its sole and absolute discretion, after consultation with the Dealer Managers.

The Clearing Spread for a Series will apply to all Notes of such Series accepted for purchase, irrespective of whether a Competitive Tender Instruction or Non-Competitive Tender Instruction is submitted in respect of the Notes of such Series.

Series Acceptance Amounts

The Company is not under any obligation to accept for purchase any Notes of a Modified Dutch Auction Series tendered pursuant to any Modified Dutch Auction Offer. The acceptance for purchase by the Company of Notes of a Modified Dutch Auction Series tendered pursuant to a Modified Dutch Auction Offer is at the sole and absolute discretion of the Company and tenders may be rejected by the Company for any reason. The Company will determine the aggregate principal amount of Notes accepted for purchase for each Modified Dutch Auction Series (each a "Series Acceptance Amount") in its sole and absolute discretion at or around the Pricing Time on the Pricing Date and announce such Series Acceptance Amounts as soon as reasonably practicable after the Pricing Time on the Pricing Date. The Company reserves the right to accept significantly more or less (or none) of the Notes of a Modified Dutch Auction Series as compared to the other Modified Dutch Auction Series.

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Announcement of Purchase Prices

The Purchases Prices in respect of the Modified Dutch Auction Series will be announced by the Company as soon as reasonably practicable after the Pricing Time on the Pricing Date. The determination of the Purchase Prices in respect of the Modified Dutch Auction Series will, in the absence of manifest error, be final and binding on all parties.

Accrued Interest

In addition to the respective Purchase Prices, the Company will also pay on the Settlement Date Accrued Interest on any Notes accepted for purchase pursuant to the Offers.

New Financing Condition

The Company announced on 8 July 2024 its intention to issue a new series of euro-denominated senior notes under its euro medium term note programme (the "EMTN Programme") (the "New Notes") subject to market conditions. Whether the Company will accept for purchase any Notes validly tendered in the Offers and complete the Offers is subject (unless the Company waives in its sole and absolute discretion such condition), without limitation, to the successful completion (in the sole determination of the Company) of the issue of the New Notes (the "New Financing Condition").

The Company is not under any obligation to accept for purchase any Notes tendered pursuant to the Offers. The acceptance for purchase by the Company of Notes tendered pursuant to the Offers is at the sole and absolute discretion of the Company and tenders may be rejected by the Company for any reason.

Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in the base prospectus relating to the EMTN Programme dated 31 May 2024 (the "Base Prospectus") and the final terms prepared in connection with the issue of the New Notes and their admission to the Official List and to trading on the Regulated Market of the Luxembourg Stock Exchange (the "Final Terms"), and no reliance is to be placed on any representations other than those contained in the Base Prospectus and the Final Terms. The Base Prospectus is available on the website of the Luxembourg Stock Exchange (www.luxse.com). Subject to compliance with all applicable securities laws and regulations, the Final Terms are expected to become available on request from the Dealer Managers, in their capacity as joint bookrunners of the issue of the New Notes.

The New Notes are not being, and will not be, offered or sold in the United States. Nothing in this announcement or the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (the "Securities Act"). The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act).

Allocation of the New Notes

The Company will, in connection with the allocation of the New Notes, consider among other factors whether or not the relevant investor seeking an allocation of the New Notes has, prior to such allocation, either validly tendered or indicated a firm intention to the Company or any of the Dealer Managers that it intends to tender Notes pursuant to the Offers and, if so, the aggregate principal amount of Notes tendered or intended to be tendered by such investor and, in the case of the Modified Dutch Auction Offers, the Offer Spread. Therefore, a Noteholder who wishes to subscribe for New Notes in addition to tendering its Notes for purchase pursuant to the Offers may be eligible to receive, at the sole and absolute discretion of the Company, priority in the allocation of the New Notes, subject to the issue of the New Notes and such Noteholder also making a separate application for the purchase of such New Notes to the Dealer Managers (in their capacity as joint bookrunners of the issue of the New Notes) in accordance with the standard new issue procedures of such manager. However, the Company is not obliged to allocate the New Notes to a Noteholder who has validly tendered or indicated a firm intention to tender the Notes pursuant to the Offers and, if New Notes are

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allocated, the principal amount thereof may be less or more than the principal amount of Notes tendered by such holder and accepted by the Company pursuant to the Offers. Any such allocation will also, among other factors, take into account the specified denomination of the New Notes (being EUR 100,000).

All allocations of the New Notes, while being considered by the Company as set out above, will be made in accordance with customary new issue allocation processes and procedures. In the event that a Noteholder validly tenders Notes pursuant to the Offers, such Notes will remain subject to such tender and to the conditions of the Offers as set out in the Tender Offer Memorandum, irrespective of whether that Noteholder receives all, part or none of any allocation of New Notes for which it has applied.

Noteholders should note that the pricing and allocation of the New Notes are expected to take place prior to the Expiration Deadline and each Noteholder therefore should provide, as soon as practicable, to the Company or any Dealer Manager any indications of a firm intention to tender Notes for purchase pursuant to the Offers, the quantum of Notes that it intends to tender, as well as the Offer Spread in relation to the Modified Dutch Auction Offers (if applicable), if it wishes to be eligible to receive such priority in the allocation of the New Notes on the terms and subject to the conditions set out in the Tender Offer Memorandum.

Tender Instructions

In order to participate in, and be eligible to receive the relevant Purchase Price and the payment of Accrued Interest (if applicable) pursuant to, the Offers, Noteholders must validly tender their Notes for purchase by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 5:00 p.m. (CEST) on 15 July 2024, unless extended, re-opened, amended and/or terminated as provided in the Tender Offer Memorandum (the "Expiration Deadline").

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offers by the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and the Clearing Systems for the submission and revocation of Tender Instructions will be earlier than the relevant deadlines specified in the Tender Offer Memorandum.

Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum principal amount of Notes of no less than the Specified Denomination of the relevant Series. A separate Tender Instruction must be completed on behalf of each beneficial owner in respect of each Modified Dutch Auction Series.

The following specific procedure only applies to Tender Instructions relating to Notes of one of the Modified Dutch Auction Series:

Tender Instructions in respect of a Modified Dutch Auction Series

The Offers for the Modified Dutch Auction Series will be conducted pursuant to the modified Dutch auction procedure as described herein. Noteholders of a Modified Dutch Auction Series may participate in the form of a Competitive Tender Instruction or a Non-Competitive Tender Instruction with regard to any Notes of the relevant Series.

Competitive Tender Instructions

Noteholders may submit (subject to the Specified Denomination) one or more Competitive Tender Instructions in respect of an Offer up to the Expiration Deadline, provided that the aggregate principal amount of the Notes of the relevant Series that are the subject of such Competitive Tender Instruction does not exceed the aggregate principal amount of Notes of the relevant Series that such Noteholder holds.

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Competitive Tender Instructions must specify:

• the principal amount of Notes of the Series, in increments of EUR 100,000 (being the Specified Denomination of the Notes), that such Noteholder is tendering at the relevant Offer Spread; and
• a purchase spread (the relevant "Offer Spread") below the relevant Maximum Offer Spread for the Series (as set out in the table under Material Pricing Terms above) (in increments of 1 basis point below the relevant Maximum Offer Spread with any other amount rounded up to the nearest 1 basis point increment below the relevant Maximum Offer Spread (and such Competitive Tender Instruction shall be deemed to have specified such rounded figure for the purposes of the modified Dutch auction procedure)).

If the Company accepts a Competitive Tender Instruction (or Competitive Tender Instructions) the relevant Noteholder will receive the Purchase Price, resulting from the Clearing Spread for the relevant Series, as determined by the Company in its sole and absolute discretion, after consultation with the Dealer Managers.

The Company will pay the relevant Purchase Price, resulting from the Clearing Spread for the relevant Series to each Noteholder whose Competitive Tender Instruction for Notes of such Series is accepted, even if the relevant Clearing Spread is lower than the relevant Offer Spread specified by the tendering Noteholder in its Competitive Tender Instruction.

In the event that Competitive Tender Instructions for a Series submitted at the relevant Clearing Spread (following acceptance of all Non-Competitive Tender Instructions for such Series and Competitive Tender Instructions for such Series specifying an Offer Spread above the relevant Clearing Spread, as described further below) result in more Notes of the relevant Series being accepted than the Series Acceptance Amount for such Series, such Competitive Tender Instructions submitted at the relevant Clearing Spread will be accepted on a pro rata basis, as described in "Scaling of Tender Offers - Modified Dutch Auction Offers" below.

Non-Competitive Tender Instructions

Alternatively, prior to the Expiration Deadline, Noteholders may submit one or more Non-Competitive Tender Instructions in respect of an Offer which do not specify an Offer Spread or specify an Offer Spread equal to or greater than the Maximum Offer Spread for the relevant Series. Each Tender Instruction that does not specify an Offer Spread for the Notes of the relevant Series that are the subject of the Tender Instruction or that specifies an Offer Spread greater than the Maximum Offer Spread of the relevant Series, will be deemed to have specified an Offer Spread equal to the Maximum Offer Spread for the relevant Series.

Non-Competitive Tender Instructions must specify the principal amount of Notes of the relevant Series, in increments of EUR 100,000 (being the Specified Denomination of the Notes), that a relevant Noteholder is offering pursuant to the relevant Non-Competitive Tender Instructions. If no Competitive Tender Instructions for a Modified Dutch Auction Series are accepted for purchase, the Clearing Spread for such Series will be the Maximum Offer Spread for the Series as set out in the table under Material Pricing Terms above.

The Company is obliged to accept all Non-Competitive Tender Instructions for a Modified Dutch Auction Series if it accepts any Competitive Tender Instructions in respect of such Series.

In the event that Non-Competitive Tender Instructions for a Series result in more Notes of such Series being accepted than the Series Acceptance Amount for such Series, the Non-Competitive Tender Instructions for such Series will be accepted on a pro rata basis, as described in "Scaling of Tender Offers- Modified Dutch Auction Offers" below.

Scaling of Modified Dutch Auction Offers

In the event of Non-Competitive Tender Instructions for a Modified Dutch Auction Series duly submitted (if any) result in an aggregate principal amount of Notes of such Series being offered pursuant to such Tender Instructions that is more than the Series Acceptance Amount of such Series, the Company intends to accept

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for purchase (A) Notes of such Series validly tendered pursuant to Non-Competitive Tender Instructions on a pro rata basis such that the aggregate principal amount of Notes of the relevant Series accepted for purchase is no greater than the Series Acceptance Amount of such Series and (B) no Notes of the relevant Series validly tendered pursuant to Competitive Tender Instructions.

In the event of Non-Competitive Tender Instructions for a Modified Dutch Auction Series duly submitted (if any) resulting in an aggregate principal amount of Notes of such Series being offered that is less than the Series Acceptance Amount of such Series, but where such Non-Competitive Tender Instructions for the relevant Series (if any) aggregated with Competitive Tender Instructions for such Series duly submitted at or above the Clearing Spread for the relevant Series result in an aggregate principal amount of Notes of the relevant Series being offered pursuant to such Tender Instructions that is more than the Series Acceptance Amount of such Series, the Company intends to accept for purchase (A) first, all Notes of the relevant Series validly tendered pursuant to Non-Competitive Tender Instructions in full, (B) second, all Notes of the relevant Series validly tendered pursuant to Competitive Tender Instructions that specify an Offer Spread above the Clearing Spread for such Series in full and (C) third, all Notes of the relevant Series validly tendered at the Clearing Spread for such Series on a pro rata basis such that the aggregate principal amount of Notes of the relevant Series accepted for purchase is no greater than the series Acceptance Amount of such Series.

In the circumstances described above in which Notes of a Modified Dutch Auction Series validly tendered pursuant to an Offer are to be accepted on a pro rata basis, each such tender of Notes will be scaled by a factor (a "Scaling Factor") derived from (i) the relevant Series Acceptance Amount of such Series less the aggregate principal amount of the Notes of the relevant Series that have been validly tendered and accepted for purchase and are not subject to acceptance on a pro rata basis (if any), divided by (ii) the aggregate principal amount of the Notes of the relevant Series that have been validly tendered and are subject to acceptance on a pro rata basis (subject to adjustment to allow for the aggregate principal amount of Notes of the relevant Series accepted for purchase, following the rounding of tenders as outlined under "Rounding" below, to equal the Series Acceptance Amount of such Series exactly).

Rounding

Each tender of Notes that is subject to scaling will be rounded down to the nearest EUR 100,000 (being the Specified Denomination of the Notes). In addition, in the event of any such scaling, the Company will use reasonable endeavours to apply pro rata scaling (to the extent practicable, and adjusted as may be applicable) to each valid tender of Notes of the relevant Series in such a manner as will result in both:

• the relevant Noteholder transferring to the Company an aggregate nominal amount of Notes of the relevant Series; and
• the relevant Noteholder's residual amount of Notes of the relevant Series (being the nominal amount of Notes of the relevant Series the subject of the relevant Tender Instruction that are not accepted for purchase by virtue of such scaling),

amounting, in each case, to either (i) at least EUR 100,000 or (ii) zero, and the Company therefore reserves the right (but shall not be obliged) to adjust the Scaling Factor for any Series applicable to any relevant Tender Instruction accordingly.

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Expected Timetable of Key Events

The following timetable sets forth the expected dates and times of the key events relating to the Offers. The times and dates below are indicative only and subject to changes.

Events	Times and Dates
	(all times are CEST)
Commencement of the Offers
Announcement of the Offers. Tender Offer Memorandum	8 July 2024
available from the Tender Agent. Commencement of the tender
offer period.
Expiration Deadline
Final deadline for receipt of valid Tender Instructions by the	5:00 p.m. on 15 July 2024
Tender Agent in order for Noteholders to be able to participate in
the Offers.
Announcement of Indicative Results
Announcement of whether the Company intends to accept (subject	As	soon	as	reasonably
to satisfaction or waiver of the New Financing Condition and the	practicable on the business day
other conditions described in the Tender Offer Memorandum)	following	the	Expiration
valid tenders of Notes pursuant to the Offers and, if so accepted,	Deadline (expected to be on 16
details of (i) the indicative Series Acceptance Amount for each	July 2024)
Modified Dutch Auction Series, (ii) the indicative Clearing Spread
(if any) for each Modified Dutch Auction Series and (iii) any
indicative Scaling Factor, if applicable.
Pricing Date and Pricing Time for the Modified Dutch Auction
Offers
Determination in respect of the Modified Dutch Auction Series of	16 July 2024 at or around 11.00
(i) each Series Acceptance Amount, (ii) each Benchmark Rate, (iii)	a.m.
each Clearing Spread (if any), (iv) each Purchase Yield, (v) each
Purchase Price and (vi) any Scaling Factors, if applicable.
Announcement of Final Results
Announcement of whether the Company will accept (subject to	As	soon	as	reasonably
satisfaction or waiver of the New Financing Condition and the	practicable	after	the Pricing
other conditions described in the Tender Offer Memorandum)	Time on the Pricing Date for the
valid tenders of Notes for purchase pursuant to the Offers and, if	Modified Dutch Auction Offers
so accepted, (i) the Total Amount Payable (as defined and further
described in the Tender Offer Memorandum), (ii) the amount of
January 2025 Notes accepted for purchase in the Fixed Price Offer,
and for each Modified Dutch Auction Series, (iii) the Series
Acceptance Amount, (iv) the Benchmark Rate (as defined and
further described in the Tender Offer Memorandum), (v) the
Clearing Spread (if any), (vi) the Purchase Yield, (vii) the Purchase
Price and (viii) any Scaling Factor, if applicable.

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Events	Times and Dates
	(all times are CEST)
Settlement Date	Expected to be on 18 July 2024
Subject to satisfaction or waiver of the New Financing Condition
and the other conditions described in the Tender Offer
Memorandum, expected Settlement Date for the Offers.

The Company may, subject to applicable laws, at its option and in its sole and absolute discretion, at any time before any acceptance by it of any Notes tendered for purchase in the Offers extend each of the dates above, or re-open the Offers (in which case all references in the Tender Offer Memorandum to such extended date will, unless the context otherwise requires, be to the latest time and date to which such date has been so extended, or the Offers re-opened).

General

The Company is not under any obligation to accept any tender of Notes for purchase pursuant to the Offers.

Tenders of Notes for purchase may be rejected in the sole and absolute discretion of the Company for any reason, and the Company is not under any obligation to Noteholders to furnish any reason or justification for refusing to accept a tender of Notes for purchase.

For example, tenders of Notes for purchase may be rejected if the Offers are withdrawn or terminated, if the New Financing Condition is not satisfied (and is not waived), if the Offers do not comply with the relevant requirements of a particular jurisdiction or for any other reason. For example, tenders of Notes for purchase may be rejected if the relevant Offer is terminated, if the relevant Offer does not comply with the relevant requirements of a particular jurisdiction or for any other reason.

Notes that are not successfully tendered for purchase pursuant to the Offers will remain outstanding.

Noteholders are advised that the Company may, in its sole and absolute discretion, accept tenders of Notes pursuant to the relevant Offer on more than one date if such Offer is extended or re-opened.

The Company has retained Citigroup Global Markets Limited and Goldman Sachs International to act as dealer managers (the "Dealer Managers") and Kroll Issuer Services Limited to act as the tender agent (the "Tender Agent"). Questions or requests for assistance concerning the terms of the Offers should be directed to the Dealer Managers or the Tender Agent at:

Contact Details:

THE DEALER MANAGERS

CITIGROUP GLOBAL MARKETS LIMITED

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

Attention:	Liability Management Group
Telephone:	[phone]
Email:	[e-mail]

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