12th Feb 2026 09:50
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

The Republic of Congo Announces an Increase in the Tender Cap for its Existing Notes
February 12, 2026 - The Republic of Congo (the "Republic") announces today, with respect to its previously announced invitation to eligible holders of its outstanding 9.875% Amortising Notes due 2032 (ISIN: XS3223166409; Common Code: 322316640) (the "Existing Notes") to purchase for cash such Existing Notes (the "Offer"), an increase in the maximum aggregate tender consideration (which includes accrued and unpaid interest) the Republic may pay for Existing Notes validly tendered (the "Tender Cap") from $350,000,000 to $390,000,000.
References to the Tender Cap in the tender offer memorandum dated February 9, 2026 (the "Tender Offer Memorandum") should be read to refer to the increased Tender Cap set forth in this announcement. The remaining terms and conditions of the Tender Offer, including the Expiration Deadline, are unchanged and are as set forth in the Tender Offer Memorandum.
Noteholders are advised to carefully read the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Offer, as amended by this announcement. Capitalized terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer Memorandum. Copies of the Tender Offer Memorandum are available on the Tender Offer Website accessible at https://debtxportal.issuerservices.citigroup.com.
Subject to applicable law, the Republic expressly reserves the right (but is not obligated) to amend or terminate the Offer at any time, including to increase or decrease the Tender Cap, in its sole and absolute discretion without extending the Expiration Deadline or otherwise providing withdrawal rights, as further provided in the Tender Offer Memorandum.
The Republic also reserves the right not to accept any of the Existing Notes for purchase pursuant to the Offer. The acceptance for purchase by the Republic of Existing Notes tendered pursuant to the Offer is at the sole and absolute discretion of the Republic and tenders may be rejected by the Republic for any reason.
Disclaimer
This announcement does not contain the full terms and conditions of the Offer. The terms and conditions of the Offer are contained in the Tender Offer Memorandum, and are subject to the offer restrictions set out below and more fully described therein.
Further Information
Citigroup Global Markets Limited has been appointed by the Republic to serve as dealer manager (the "Dealer Manager") for the Offer. Citibank, N.A., London Branch (the "Information and Tender Agent") has been appointed by the Republic to act as the Information and Tender Agent in connection with the Offer.
For additional information regarding the terms of the Offer, please contact Citigroup Global Markets Limited by email at [email protected] or by telephone, in Europe at +44 20 7986 8969 or, in the United States, toll free at +1 800 558 3745 or collect at +1 212 723 6106. Requests for documents and questions regarding the tender of Existing Notes may be directed to the Information and Tender Agent via email: [email protected].
The Tender Consideration, if paid by the Republic with respect to validly tendered Existing Notes accepted for purchase, will not necessarily reflect the actual value of such Existing Notes. None of the Republic, the Dealer Manager or the Information and Tender Agent has or will express any opinion as to whether the terms of the Offer are fair.
Important Information
This communication is not for public distribution, directly or indirectly, in or into any jurisdiction where to do so would be unlawful. Nothing in this communication shall constitute an offer to sell or the solicitation of an offer to buy securities in the United States, or any jurisdiction in which such offer or sale would be unlawful. The Offer and the distribution of this communication and other information in connection with the transaction referred to herein may be restricted by law and persons into whose possession this communication or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
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United Kingdom
Neither this communication, the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been made by or approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, such documents and/or materials relating to the Offer are only being distributed to and are directed at and may only be communicated to: (1) persons who are outside of the United Kingdom; (2) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (3) those persons who are within Article 43(2) of the Order; or (4) any other persons to whom they may lawfully be communicated under the Order (all such persons together being referred to as "relevant persons").
This communication and any other documents or materials relating to the Offer are only available to relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Italy
None of the Offer, this communication, the Tender Offer Memorandum or any other document or materials relating to the Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Offer is being carried out in the Republic of Italy ("Italy") as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4, letter b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the Existing Notes that are located in Italy can tender Existing Notes for purchase through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Existing Notes or the Offer.
France
The Offer is not being made, directly or indirectly, and neither this communication, the Tender Offer Memorandum nor any other document or material relating to the Offer has been or shall be distributed in the Republic of France other than to qualified investors (investisseurs qualifiés), as referred to in Article L.411-2 of the French Code monétaire et financier and defined in, and in accordance with, Article 2(e) of Regulation (EU) 2017/1129, as amended. Neither this communication, the Tender Offer Memorandum nor any other document or material relating to the Offer has been or will be approved, filed or reviewed by the Autorité des Marchés Financiers.
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