Final Tender Results Announcement

JSC NC KazMunayGas

22 December 2025

 

London, 22 December 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT

JSC NC "KAZMUNAYGAS" AND KAZMUNAIGAZ FINANCE SUB B.V. ANNOUNCE THE FINAL RESULTS OF CASH TENDER OFFERS FOR UP TO THE APPLICABLE MAXIMUM TENDER AMOUNT FOR EACH OF THE OUTSTANDING SERIES OF U.S.$1,250,000,000 5.75% NOTES DUE 2047 AND U.S.$1,500,000,000 6.375% NOTES DUE 2048

22 December 2025 - JSC NC "KazMunayGas" (the "Issuer"), KazMunaiGaz Finance Sub B.V. ("KMG Finance" and, together with the Issuer, the "Offerors") announce today the final results of their previously announced offers to purchase for cash the Issuer's outstanding: (i) 5.75% Notes due 2047; and (ii) 6.375% Notes due 2048 (collectively, the "Notes" and such offers, the "Tender Offers", and each, a "Tender Offer").

The Offerors made two separate Tender Offers, each on the terms and subject to the conditions set forth in the offer to purchase dated 21 November 2025 (the "Offer to Purchase"). Capitalized terms used in this announcement and not otherwise defined have the meanings ascribed to them in the Offer to Purchase.

As previously announced on 8 December 2025, at the Early Tender Time, the Offerors accepted for purchase U.S.$250,000,000 in aggregate principal amount of the 5.75% Notes due 2047 and U.S.$249,875,000 in aggregate principal amount of the 6.375% Notes due 2048 (together, the "Accepted Notes") after applying the relevant proration factors to the aggregate principal amount of the Notes tendered at the Early Tender Time. On the Early Settlement Date, the Offerors paid the applicable Total Consideration, which included the Early Tender Payment, plus Accrued Interest in respect of the Accepted Notes.

As the principal amount of Notes tendered at the Early Tender Time exceeded U.S.$500,000,000 (being the Total Maximum Tender Amount) in aggregate principal amount, none of the Notes tendered after the Early Tender Time but before 5:00 p.m., New York City time, on 19 December 2025 (the "Expiration Time") were accepted for purchase.

The Tender Offers expired on the Expiration Time. The Accepted Notes purchased by the Offerors pursuant to the Tender Offers were cancelled.

Citigroup Global Markets Limited, J.P. Morgan Securities plc and J.P. Morgan SE acted as the Dealer Managers for the Tender Offers, and Kroll Issuer Services Limited acted as the Tender and Information Agent for the Tender Offers.

This announcement is made by Diana Aryssova, Deputy Chairman of the Management Board, on behalf of JSC NC "KazMunayGas" and Mr. Otmar E. Carolus, Managing Director A in his capacity as attorney under the power of attorney, on behalf of KazMunaiGaz Finance Sub B.V. and constitutes a public disclosure of inside information under Regulation (EU) 596/2014, as amended (and including as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended) (22 December 2025).

This announcement is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security (including the Notes). No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by the Offerors, the Dealer Managers and the Information and Tender Agent to inform themselves about and to observe any such restrictions.

 

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