Nostrum Oil & Gas PLC
01 October 2026
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (A) IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, 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 AND THE DISTRICT OF COLUMBIA) (THE “UNITED STATES” OR THE “U.S.”) OR TO ANY “U.S. PERSON” AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OTHER THAN (I) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) THAT HOLDS OR IS ACTING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER THAT HOLDS NOTES OR (II) AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1), (2), (3), (7), (8), (9), (12) OR (13) OF REGULATION D UNDER THE SECURITIES ACT THAT HOLDS OR IS ACTING FOR THE ACCOUNT OF ANOTHER ACCREDITED INVESTOR THAT HOLDS NOTES OR (B) IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Nostrum Oil & Gas Finance B.V.
(incorporated under the laws of the Netherlands)
CONSENT SOLICITATION – RESULTS ANNOUNCEMENT
On 8 September 2026, Nostrum Oil & Gas Finance B.V. (the “Issuer”) announced invitations to Eligible Holders of the following Notes to approve, as a resolution in writing, or to the extent that is not achieved, at a meeting of the holders of the Notes (the “Meeting”), the relevant resolutions (the “Extraordinary Resolutions”) set out in the Notice of Meeting delivered to the Clearing System for communication to Direct Participants (the “Consent Solicitation”).
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Description of Notes |
Reg S CUSIP / ISIN; Private Placement CUSIP / ISIN |
Principal Amount on Issuance |
Principal Amount Outstanding
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Senior Unsecured Notes due 2026 (the “Notes”)
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N64884AE4/ USN64884AE41; 66978CAD4/ US66978CAD48 |
U.S.$345,078,171 |
U.S.$517,523,2731
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The Consent Solicitation Memorandum dated 8 September 2026 prepared by the Issuer (the “Consent Solicitation Memorandum”) and the Notice of Meeting are available to Eligible Holders from GLAS Trust Company LLC (the “Information and Tabulation Agent”) as set out below.
Capitalised terms used in this announcement but not defined have the meanings given to them in the Consent Solicitation Memorandum.
This announcement shall be incorporated into, and form part of, the Consent Solicitation Memorandum and shall therefore constitute Information Incorporated by Reference.
Important Update Regarding the Consent Solicitation
The Issuer hereby notifies holders of the Notes (the “Noteholders”) of the following developments relating to the Consent Solicitation:
Amended OFAC License
On 22 September 2026 the Issuer announced that it was no longer able to consummate the Consent Solicitation relying on the specific license that the Issuer had previously obtained from the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury in May 2026, as a result of OFAC designating VTB Bank Public Joint Stock Company (“VTB Bank”) pursuant to the Iran-related Executive Order 13902 (“E.O. 13902”) on 14 September 2026. On 29 September 2026, OFAC issued an amended specific license that now allows the Issuer to consummate the Consent Solicitation notwithstanding the designation of VTB Bank pursuant to E.O. 13902 (the “Amended License”).
Results of the Resolution in Writing
Following the issuance of the Amended License, and based on the Consent Instructions received by the Information and Tabulation Agent prior to the Expiration Deadline, the Issuer hereby announces that:
(i) the necessary number of votes from the Noteholders required to pass the Extraordinary Resolution as a resolution in writing was received; and
(ii) the Eligibility Condition was satisfied.
The Extraordinary Resolution has therefore been duly passed.
Accordingly, the Meeting to be held at the offices of Akin Gump LLP, 155 Bishopsgate, 12th Floor, London EC2M 3XY, United Kingdom, scheduled for 9:00 a.m. (London time) on 1 October 2026 will not be held.
Completion Consent Conditions
As set out in the Consent Solicitation Memorandum, the consummation of the waivers and the modifications proposed with respect to the Notes is conditional on each of the Completion Consent Conditions being satisfied. The only Completion Consent Conditions that now remain to be satisfied are: condition (iii) (the Initial Cash Amount being deposited with the Principal Paying Agent and/or being the subject of an Escrow Release Notice delivered to the Escrow Agent) and condition (iv) (Completion in respect of the Sale having occurred). The Issuer anticipates that, promptly after all the Completion Consent Conditions are satisfied, the Completion Consent Documents will be entered into by the parties thereto.
This announcement does not contain all information in relation to the Completion Consent Conditions. Noteholders should read carefully the Consent Solicitation Memorandum as it contains important information regarding the terms, conditions, risk factors and structure relating to the Transaction, which are not fully described in this announcement.
Further Information
Requests for copies of this announcement, the Consent Solicitation Memorandum or related documents and questions should be directed to:
INFORMATION AND TABULATION AGENT
GLAS Trust Company LLC
3 Second Street, Suite 203
Jersey City, New Jersey 07311
United States
Email: nostrum@glas.agency
Dated: 1 October 2026
LEI: 213800SGF6UKA42KSB50
Further Information
For further information please visit www.nostrumoilandgas.com
Further Enquiries
Nostrum Oil & Gas PLC
Yelena Zhuravleva, CFO
TEAM LEWIS
Galyna Kulachek
+ 44 (0) 20 7802 2664
About Nostrum Oil & Gas
Nostrum Oil & Gas PLC (the ultimate parent company of the Issuer) is an independent energy company with gas processing infrastructure and an export hub in north-west Kazakhstan. Its shares are listed on the London Stock Exchange (ticker symbol: NOG). The principal producing asset of Nostrum Oil & Gas PLC is the Chinarevskoye field which is operated by its wholly-owned subsidiary Zhaikmunai LLP, which is the sole holder of the subsoil use rights with respect to the development of the Chinarevskoye field. The Company also owns an 80% interest in Positiv Invest LLP, which holds the subsoil use rights for the "Kamenskoe" and "Kamensko-Teplovsko-Tokarevskoe" areas in the West Kazakhstan region (the Stepnoy Leopard fields).
Forward-Looking Statements
Some of the statements in this announcement are forward-looking. Forward-looking statements include statements regarding the intent, belief and current expectations of the Group or its officers with respect to various matters. When used in this announcement, the words "expects", "believes", "anticipates", "plans", "may", "will", "should" and similar expressions, and the negatives thereof, are intended to identify forward-looking statements. Such statements are not promises nor guarantees and are subject to risks and uncertainties that could cause actual outcomes to differ materially from those suggested by any such statements.
No part of this announcement constitutes, or shall be taken to constitute, an invitation or inducement to invest in the Group or any other entity, and shareholders of the Group are cautioned not to place undue reliance on the forward-looking statements. Save as required by the relevant listing rules and applicable law, the Group does not undertake to update or change any forward-looking statements to reflect events occurring after the date of this announcement.
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