Nostrum Oil&gas Regulatory News (NOG)

USD $250,000,000 5.00% Senior Secured Notes due 2026

Reg S: CUSIP: N64884AF1 / ISIN: USN64884AF16Private Placement: CUSIP: 66978CAF9 / ISIN: US66978CAF95

issued pursuant to a trust deed dated 9 February 2023

and

?

USD $362,648,402 1.00%/13.00% Senior Unsecured Notes due 2026

Reg S: CUSIP: N64884AE4 / ISIN: USN64884AE41Private Placement: CUSIP: 66978CAD4 / ISIN: US66978CAD48

issued pursuant to a trust deed dated 9 February 2023

of

Nostrum Oil & Gas Finance B.V.

incorporated under the laws of the Netherlands

ANNOUNCEMENT OF ADJOURNMENT

FOR THE CONSENT SOLICITATION IN RESPECT OF CERTAIN OUTSTANDING NOTES ISSUED BY Nostrum Oil & Gas Finance B.V. AND WARRANTS ISSUED BY NOSTRUM OIL & GAS PLC

London and the Netherlands, 12 December 2023 - Nostrum Oil & Gas Finance B.V. (the "Issuer"), a wholly-owned subsidiary of Nostrum Oil & Gas PLC (the "Parent"), announced on 21 November 2023 that it had commenced a consent solicitation (the "Consent Solicitation") in respect of its USD $250,000,000 5.00% Senior Secured Notes due 2026 (the "Senior Secured Notes") and USD $362,648,402 1.00%/13.00% Senior Unsecured Notes due 2026 (the "Senior Unsecured Notes", and together with the Senior Secured Notes, the "Notes"). Meetings of the holders of the Notes were held on 12 December 2023 (the "Meetings") for the purpose of considering and, if thought fit, approving the extraordinary resolutions that are the subject of the proposal being duly passed (the "Extraordinary Resolutions") set out in the consent solicitation memorandum dated 20 November 2023 (the "Consent Solicitation Memorandum"). The requisite quorum at each Meeting was not present and the Meetings were adjourned by the chair for a period not less than 7 nor more than 42 days in accordance with the terms of the trust deeds governing the Notes (the "Trust Deeds"). The deadline for Noteholders to deliver or procure delivery of a form of proxy to the Information and Tabulation Agent is 15 December 2023 (the "Adjourned Meeting Deadline").

The Issuer is soliciting the consents of the holders of the Notes and the warrants issued by the Parent (the "Warrants") (together the "Noteholders") for certain amendments to the Trust Deeds, the debenture dated 9 February 2023 relating to the Notes and the share warrant instrument dated 9 February 2023 (the "Warrant Instrument") in order to (i) to permit the investment of cash from the Parent into certain investment products approved by the board of directors of the Parent in order to give the Issuer greater flexibility to make investments in cash equivalents to receive higher returns and (ii) amend the Warrant Instrument such that the Parent would not require further consent from the warrant holders to delist its shares from the Astana International Exchange (AIX).

The terms and conditions of the Consent Solicitation are as set forth in the Consent Solicitation Memorandum distributed to all Noteholders. The Consent Solicitation Memorandum was made available to the Noteholders by GLAS Trust Company LLC, the Information and Tabulation Agent for the Consent Solicitation.

Condition to the Proposal

The consummation of the Consent Solicitation is conditional upon the approval of the Extraordinary Resolutions at each relevant adjourned meeting of Noteholders (each, an "Adjourned Meeting").

A Noteholder may vote in relation to the Consent Solicitation by submitting consent to The Depository Trust Company (the "Clearing System") in accordance with the requirements of the Clearing System. For the avoidance of doubt, the holders of the Senior Unsecured Notes are the ultimate beneficial holders of the Warrants. Therefore, votes by holders of the Senior Unsecured Notes to the proposed amendments will be a vote with respect to both of the Senior Unsecured Notes and the Warrants that they hold.

Each person who is shown in the records of DTC as a holder of the Notes wishing to submit a form of proxy must complete, sign and date the form of proxy in accordance with the instructions set forth herein and therein, and send a PDF version of the form of proxy by email to USReorg@GLAS.AGENCY.

By submitting a Consent Instruction prior to the Adjourned Meeting Deadline, each Noteholder will appoint one or more representatives of the Information and Tabulation Agent as its proxy to attend the Adjourned Meetings on its behalf and to vote in the manner specified or identified in such Consent Instruction in respect of the Extraordinary Resolutions.

Alternatively, Noteholders who wish to attend and vote at the Adjourned Meetings should contact the Information and Tabulation Agent to make arrangements for their attendance.

The Global Note certificate in respect of the Notes is deposited with a custodian for DTC and registered in the name of Cede & Co. as nominee. Each person who is the owner of a particular nominal amount of the Notes through the Clearing Systems or their respective accountholders, should note that such person will not be a Noteholder for the purposes of attending and voting at, or establishing the quorum for, the relevant Meeting and will only be entitled to attend and vote at the relevant Meeting or appoint a proxy to do so in accordance with the procedures set out below.

Meetings

The Adjourned Meetings are to be held at the offices of White & Case LLP, 5 Old Broad Street, London EC2N 1DW, United Kingdom, commencing at 9:00 a.m. (London time) on 19 December 2023. The initial Adjourned Meeting (in respect of the Senior Secured Notes) will commence at 9:00 a.m. (London time), for the purposes of considering and, if thought fit, passing the Extraordinary Resolutions in respect of the proposed amendments with a subsequent Adjourned Meeting in respect of the Senior Unsecured Notes being held 10 minutes thereafter (or, if later, after the conclusion of the immediately preceding Meeting).

The quorum at each Adjourned Meeting pursuant to the Trust Deeds is one or more voters representing or holding not less than 33.33% of the aggregate principal amount of the relevant Notes. To be passed at each Adjourned Meeting pursuant to the Trust Deeds, the Extraordinary Resolutions require a majority in favour consisting of not less than 75% of the votes cast at the relevant Adjourned Meeting.

For the avoidance of doubt, the quorum and approval requirements under the Warrant Instrument at the relevant Meeting are lower than that required by the Trust Deeds. The quorum required by the Warrant Instrument at the Adjourned Meetings is at least 25% of the principal amount of the relevant Notes. To be passed at the Adjourned Meetings pursuant to the Warrant Instrument, the Extraordinary Resolutions require a majority in favour consisting of not less than 66.66% of the votes cast at the relevant Adjourned Meeting.

Noteholders submitting consent instructions will not be required to attend the Adjourned Meetings in person in order to vote, and the Information and Tabulation Agent will vote on their behalf in accordance with the consent instructions.

Questions from holders of Notes regarding the Consent Solicitation or requests for additional copies of the Consent Solicitation Memorandum should be directed to GLAS Trust Company LLC, the Information and Tabulation Agent for the Consent Solicitation, Telephone: +1 (201) 839-2200, Email contact with respect to the Consent Solicitation in respect of the Notes: TMGUS@glas.agency and clientservices.usadcm@glas.agency.

Under no circumstances shall the Consent Solicitation constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for any Notes in any jurisdiction.

Cautionary Statement

This notice is for informational purposes only and the Consent Solicitation are only being made pursuant to the terms of the Consent Solicitation Memorandum. The Consent Solicitation are not made, and consents are not being solicited from, holders of Notes in any jurisdiction in which it is unlawful to make such Consent Solicitation or grant such consent.