Notice Of Redemption

December 05, 2023
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Notice Of Redemption

PUMA INTERNATIONAL FINANCING S.A.

Notes

5.125% U.S. dollar-denominated

Senior Notes due 2024

ISINs / Common Codes

Reg S Global Note: XS1696810669 / 169681066

144A Global Note: XS1696810743 / 169681074

This Notice of Redemption is Conditional

NOTICE IS HEREBY GIVEN by Puma International Financing S.A. (the “Issuer”) in accordance with Sections 3.03 of the senior notes indenture, dated as of October 6, 2017 (the “Indenture”), among, inter alios, Puma International Financing S.A. (the “Issuer”), Puma Energy Holdings Pte. Ltd. (the “Company”) and The Law Debenture Trust Corporation p.l.c., as trustee (the “Trustee”) governing the Issuer’s 5.125% U.S. dollar-denominated Senior Notes due 2024 (the “2024 Notes”), to the holders of the 2024 Notes that, pursuant to clause (d) of Section 3.07 (Optional Redemption) of the Indenture, the Issuer has exercised its right to redeem, and does hereby call for redemption and will redeem on the Redemption Date (as defined below), subject to the Condition (as defined below), the entire outstanding aggregate principal amount of the 2024 Notes at a redemption price of 100.000% of the principal amount of such 2024 Notes, plus accrued and unpaid interest thereon, to, but not including, the Redemption Date.

The terms and conditions of the redemption are as follows:

  1. The entire outstanding aggregate principal amount of the 2024 Notes will, subject to the satisfaction or waiver of the Condition (as defined below), be redeemed in accordance with clause (d) of Section 3.07 (Optional Redemption) of the Indenture.
  2. The redemption date, subject to the satisfaction or waiver of the Condition (as defined below), will be December 15,2023 (the “Redemption Date”) and the record date will be December 1, 2023.
  3. The redemption price is 100.000% of the principal amount of the 2024 Notes to be redeemed, plus accrued and unpaid interest from October 6, 2023 (the most recent Interest Payment Date) to, but not including, the Redemption Date.
  4. No Additional Amounts are expected to be payable in connection with the redemption of the 2024 Notes unless there occurs a Change in Tax Law after the date of this Notice of Redemption but prior to the Redemption Date requiring deduction or withholding of Taxes, in which case Additional Amounts (if any) will be payable in accordance with the terms of the Indenture.
  5. To collect the redemption price, plus accrued and unpaid interest, if any, and Additional Amounts, if any, the 2024 Notes called for redemption must be surrendered to Banque Internationale à Luxembourg as Paying Agent, at 69, Route D’Esch, L-2953 Luxembourg: Email: Agency.Services@bil.com, Attention: Agency Services.
  6. Unless the Issuer defaults in making the redemption payment, interest and Additional Amounts, if any, on the 2024 Notes will cease to accrue on and after the Redemption Date.
  7. The ISINs and Common Codes, as applicable, in relation to the 2024 Notes being redeemed are as set forth above. No representation is made as to the correctness or accuracy of such numbers listed in this Notice of Redemption or printed on the 2024 Notes.
  8. The Issuer’s obligation to redeem any of the 2024 Notes on the Redemption Date is conditioned upon no “Force Majeure Event” (as defined in the indenture, as amended and/or supplemented, governing the Issuer’s 5.00% Senior Notes due 2026) having occurred (the “Condition”) (or waiver by the Issuer of any such Force Majeure Event in its sole and absolute discretion). In the event that the Condition shall not have been satisfied (or waived by the Issuer in its sole and absolute discretion) on or by the Redemption Date, the redemption may not occur and the related notice of redemption may be rescinded. Accordingly, none of the 2024 Notes shall be deemed due and payable on the Redemption Date unless and until the Condition is satisfied or waived by the Issuer in its sole and absolute discretion. If the Condition is not satisfied or waived, any 2024 Notes previously surrendered to the Paying Agent shall be returned to the Holders thereof. The Issuer will provide notice to the Trustee and the Paying Agent of any such revocation of the Notice of Redemption on or before the Redemption Date.

All capitalized terms used and not otherwise defined in this Notice of Redemption have the meaning given to them in the Indenture.

This Notice of Redemption is given by:

PUMA INTERNATIONAL FINANCING S.A., the Issuer.

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