Notice of a Written Resolution
1. INTRODUCTION
Nordic Trustee AS acts as trustee (the "Bond Trustee") for the bondholders (the "Bondholders") in the above-mentioned bond issue with ISIN NO0013739110 and issued by Acerta Energy Ltd. as issuer (the "Issuer") pursuant to the bond terms dated 25 March 2026 ("Existing Bond Terms").
Capitalised terms used herein and not otherwise defined herein shall have the same meanings ascribed to such terms in the Existing Bond Terms.
The Bond Trustee has issued this notice of Written Resolution (the "Notice") pursuant to a request from the Issuer, in accordance with the terms of the Existing Bond Terms.
The information in this Notice regarding the Issuer and the Group and market conditions is provided by the Issuer, and the Bond Trustee expressly disclaims all liability whatsoever related to such information.
2. BACKGROUND
The Issuer is in the process of acquiring the entire share capital of an oil and gas company (this company being the "Tap Issue Target" and the acquisition thereof being the "Tap Issue Acquisition"), and where the Issuer intends for the payment of the purchase price to be in part financed through a new bond issue structured as a tap issue under the Existing Bond Terms. The Existing Bond Terms, however, do not include the option to do tap issues.
Based on the above, the Issuer is proposing certain changes to the Existing Bond Terms which can be summarised as follows:
(a) an increase of the issue amount by USD 105,000,000, from USD 175,000,000 to USD 280,000,000, and where the increased issue amount will be utilised as a tap issue (the "Tap Issue") to finance the Tap Issue Acquisition and, after the Tap Issue Acquisition has been completed, towards the general corporate purposes of the Group; and
(b) such other amendments to the Existing Bond Terms and other Finance Documents (as relevant) required to incorporate a tap issue option and the Tap Issue Acquisition, as further detailed in the term sheet (the "Term Sheet") attached hereto as Schedule 2.
The Term Sheet is a marked-up version of the term sheet for the original Bond Issue, and where the mark-ups show the amendments required to include the Tap Issue and the relevant conditions related to the Tap Issue Acquisition.
If the Proposal is approved by the Bondholders and the Tap Issue is completed, a consent fee of 1.00% of the Nominal Amount on each Bond (but not on any Additional Bonds, as defined in the Term Sheet) will be paid by the Issuer to the Bondholders no later than 10 Business Day after the completion of the Tap Issue.
Due to confidentiality issues, the name of the Tap Issue Target has been omitted from this Notice and also redacted in the Term Sheet. Bondholders who want to obtain the name of the Tap Issue Target may reach out to the manager of the tap issue, Pareto Securities AS, using the contact details below and will, by signing a non-disclosure agreement, get access to information regarding the Tap Issue Target.
Rolf Kristiansen: rolf.kristiansen@paretosec.com
Bjørn Aune: bjorn.aune@paretosec.com
3. PROPOSAL
Based on the above, and the further key terms and conditions set out below, the Issuer is proposing that the Bondholders resolve the following (the "Proposal"):
(a) The Bondholders approve the amendments to the Existing Bond Terms and the other Finance Documents required to reflect the amendments made to the Term Sheet.
(b) The Proposal will be documented in one or more amendment and/or amendment and restatement agreements and the coming into effect of the amendments set out in the Proposal will be subject to the satisfaction of customary conditions precedent as required by the Bond Trustee.
4. BONDHOLDER SUPPORT
The Issuer informs that the Proposal has received positive support from Bondholders holding more than 2/3 of the Voting Bonds. Further, the Issuer informs that the Tap Issue has already been fully subscribed (on the condition that the Proposal is adopted).
5. EVALUATION OF THE PROPOSAL
The Proposal is put forward to the Bondholders without further evaluation or recommendation from the Bond Trustee. Nothing herein shall constitute a recommendation to the Bondholders from the Bond Trustee. Each Bondholder should independently evaluate the Proposal and vote accordingly.
6. WRITTEN RESOLUTIONS
Based on the above, the Issuer has approached the Bond Trustee to request a Written Resolution. For the avoidance of doubt, no Bondholders meeting will be held.
It is proposed that the Bondholders resolve the following proposal by way of Written Resolution (the
"Proposed Resolution"):
"The Proposal as set out in Section 3 (Proposal) of the Notice is approved.
The Bondholders authorise and instruct the Bond Trustee to take such steps and complete such transactions on behalf of the Bondholders as may be necessary or desirable in connection with the Proposal, including without limitation to prepare, finalise and enter into the necessary amendment agreement and other documentation deemed appropriate, and for and behalf of the Bondholders, take such further actions and negotiate, agree, enter into, sign and execute such agreements and documents that are required to complete and give effect to the Proposal."
Voting Period: The Voting Period shall expire ten (10) Business Days after the date of this Notice, being on 8 September 2026 at 13:00 Oslo time. The Bond Trustee must have received all votes necessary in order for the Written Resolution to be passed with the requisite majority under the Existing Bond Terms prior to the expiration of the Voting Period.
How to vote: A duly completed and signed Voting Form (attached hereto as Schedule 1), together with proof of ownership/holdings must be received by the Bond Trustee no later than at the end of the Voting Period and must be submitted by scanned e-mail to mail@nordictrustee.com.
To approve the Proposal either 1) Bondholders representing at least 2/3 of the relevant Voting Bonds, must vote in favour of the Proposed Resolution prior to the expiry of the Voting Period, or 2) a quorum representing at least 50% of the total number of Voting Bonds must submit a timely response to the Summons and (ii) the votes cast in favour of the Proposed Resolution must represent at least a 2/3 majority of the Voting Bonds that timely responded to the Summons.
The Bondholders may vote "In Favour" of or "Against" the Proposed Resolution. A Written Resolution is passed when the requisite majority has been achieved for the Proposed Resolution, even if the Voting Period has not yet expired. The Written Resolution may also be passed if the sufficient number of negative votes is received prior to the expiry of the Voting Period, in which case the resolution is that the Proposed Resolution is not approved.
If no resolution is passed prior to the expiry of the Voting Period, the number of votes shall be calculated at the expiry of the Voting Period, and a decision will be made based on the quorum and majority requirements set out in Clause 15.1 (Authority of the Bondholders’ Meetings) of the Bond Terms.
The effective date of a Written Resolution passed prior to the expiry of the Voting Period is the date when the Proposed Resolution is approved by the last Bondholder that resulted in the necessary voting majority being achieved.
If the above resolution is not adopted as proposed herein, the Existing Bond Terms and other Finance Documents will remain unchanged.
Yours sincerely
Nordic Trustee AS