Republic of Angola Announces Tender Offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

The Republic of Angola Announces an Invitation to Purchase for Cash its Existing Notes Listed Below

24 March 2026 - The Republic of Angola ("Angola" or the "Republic") announces that it has today launched an invitation to eligible holders (the "Noteholders") of its outstanding U.S.$1,750,000,000 8.25 per cent. Notes due 2028 (Reg. S ISIN: XS1819680288; Reg. S Common Code: 181968028; Rule 144A ISIN: US035198AB62; Rule 144A CUSIP number: 035198AB6; Rule 144A Common Code: 181968087) (the "Existing Notes") to tender such Existing Notes for purchase by the Republic for cash up to an amount such that the total Purchase Price (excluding Accrued Interest) (each as defined herein) is equal to the Maximum Aggregate Purchase Price (as defined below) (the "Offer"), on the terms and subject to the conditions set forth in the tender offer memorandum dated 24 March 2026 (the "Tender Offer Memorandum"). 

All documentation relating to the Offer including the Tender Offer Memorandum and any amendments or supplements thereto will be available to Noteholders via the website for the Tender Offer accessible at: https://debtxportal.issuerservices.citigroup.com. The Offer is subject to offer restrictions in, among other countries, the United Kingdom, Italy and France, as described below. Capitalized terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum. 

Summary of the Offer

1 The purchase price is presented per U.S.$1,000 of the original principal amount of the Existing Notes accepted for purchase. In addition to paying the applicable Purchase Price in respect of Existing Notes accepted for purchase, the Republic will also pay accrued and unpaid interest on such Existing Notes.

2 Subject to applicable law, the Republic expressly reserves the right, but is not obligated to, increase or decrease the Maximum Aggregate Purchase Price in its sole and absolute discretion without extending the Expiration Deadline (as defined herein) or otherwise providing withdrawal rights. The Republic also reserves the right not to accept any of the Existing Notes for purchase pursuant to any of the Offer.

The Republic is not under any obligation to accept for purchase any Existing Notes tendered 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.

Rationale for the Offer

The Republic is making the Offer (subject to the New Financing Condition and the other terms and conditions set out in the Tender Offer Memorandum) concurrently with the New Notes Offering (as defined herein) in order to proactively and efficiently manage its external liabilities.

The Republic reserves the right to reject or accept any Existing Notes validly tendered pursuant to the Tender Offer Memorandum in its sole and absolute discretion.

Tender Consideration Payable to Noteholders

The Republic will pay for the Existing Notes accepted by it for purchase pursuant to the Offer a tender consideration equal to (i) U.S.$1,020.00 per U.S.$1,000 in principal amount of Existing Notes (the "Purchase Price") plus (ii) Accrued Interest thereon (the "Tender Consideration").

The Republic will calculate any Accrued Interest with respect to Existing Notes accepted for purchase, and the calculation will be final and binding on all Noteholders whose Existing Notes were accepted for purchase, absent manifest error.

Maximum Aggregate Purchase Price and Proration

The Republic is offering to purchase its outstanding Existing Notes for cash up to an amount such that the total Purchase Price (excluding Accrued Interest) is equal to the Maximum Aggregate Purchase Price, subject to the conditions set forth in the Tender Offer Memorandum.

Subject to applicable law, the Republic expressly reserves the right, but is not obligated to, increase or decrease the Maximum Aggregate Purchase Price in its sole and absolute discretion without extending the Expiration Deadline or otherwise providing withdrawal rights.

In the event that proration with respect to tendered Existing Notes is required as a result of the Maximum Aggregate Purchase Price, such tenders will be subject to proration on the basis described in the Tender Offer Memorandum.

New Financing Condition

The Republic announced today its intention to issue one or more new series of US dollar-denominated notes (the "New Notes" and such offering, the "New Notes Offering"), subject to market conditions. Whether the Republic will accept for purchase Existing Notes validly tendered in the Offer is conditional (unless such condition is waived by the Republic in its sole and absolute discretion) upon the closing of the New Notes Offering on terms acceptable to the Republic (as determined by the Republic in its sole and absolute discretion) (the "New Financing Condition"). Even if the New Financing Condition is satisfied, the Republic is not under any obligation to accept for purchase any Existing Notes tendered pursuant to the Offer.

Existing Notes that are not tendered or accepted for purchase pursuant to the Offer will remain outstanding.

Priority in Allocation of New Notes

The Republic will, in connection with the allocation of potential New Notes, consider among other factors whether or not the relevant investor seeking an allocation of the New Notes has, prior to pricing and allocation of the New Notes, validly tendered or indicated a firm intention to tender their Existing Notes pursuant to the Offer. Therefore, a Noteholder that wishes to subscribe for any New Notes in addition to validly tendering Existing Notes or indicating a firm intention to tender their Existing Notes for purchase pursuant to the Offer may, at the sole discretion of the Republic, receive priority in the allocation of the New Notes, subject to (i) the terms set out in the Tender Offer Memorandum, (ii) the satisfaction of the New Financing Condition and (iii) such Noteholder also making a separate application for the purchase of such New Notes to a Dealer Manager (in its capacity as Joint Lead Manager of the issue of the New Notes) in accordance with the standard new issue procedures of such Joint Lead Manager and as set out below. The aggregate principal amount of New Notes for which a Noteholder may receive priority in allocation may be in an amount (determined at the sole discretion of the Republic) up to the aggregate principal amount of the Existing Notes validly tendered by such Noteholder in the Offer or the amount of the Existing Notes such Noteholder has indicated its firm intention to tender. However the Republic is not obliged to allocate any New Notes to a Noteholder who has validly tendered or indicated a firm intention to tender Existing Notes pursuant to the Offer; and if New Notes are allocated to a Noteholder, the principal amount thereof may be less (or more) than the aggregate principal amount of the Existing Notes validly tendered by such Noteholder in the Offer and accepted for purchase by the Republic. Any such priority allocation will also take into account (among other factors) the minimum denomination of the New Notes, being U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof.

Noteholders are advised that the pricing and allocation of the New Notes will likely take place prior to the Expiration Deadline and, as such, Noteholders who wish to subscribe for New Notes in addition to tendering Existing Notes for purchase in the Offer are advised to contact a Dealer Manager, in its capacity as a Joint Lead Manager, as soon as possible prior to the allocation of the New Notes in order to request priority in the allocation of the New Notes.

In the event that a Noteholder validly tenders Existing Notes pursuant to the Offer, such Existing Notes will remain subject to such tender and the conditions set out in the Tender Offer Memorandum irrespective of whether that Noteholder receives all, part or none of any allocation of any New Notes for which it has applied.

Expected Timetable of Events

The times and dates below are indicative only.

The above times and dates are subject to the right of the Republic in its sole and absolute discretion to extend, re-open, amend, and/or terminate the Offer (subject to applicable law and as provided in the Tender Offer Memorandum). Noteholders are advised to check with any bank, securities broker, custodian or other intermediary through which they hold Existing Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer before the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above.

Tender Instructions

In order to participate in and be eligible to receive the Tender Consideration pursuant to the Offer, Noteholders must validly tender their Existing Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by the Expiration Deadline.

Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum at "Further Information and Terms and Conditions-Amendment and Termination".

Noteholders are advised to check with any bank, securities broker, custodian or other intermediary through which they hold Existing Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer by the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified in the Tender Offer Memorandum.

Tender Instructions must be submitted in the Minimum Denomination based on original principal amounts of Existing Notes equal to U.S.$200,000 in principal amount and integral multiples of U.S.$1,000 in principal amount thereafter.

A separate Tender Instruction must be completed on behalf of each beneficial owner of Existing Notes.

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, Deutsche Bank AG, London Branch, J.P. Morgan Securities plc and Standard Chartered Bank (together, the "Dealer Managers") have been appointed by the Republic to serve as dealer managers for the Offer. Citibank N.A., London Branch (the "Tender Agent") has been appointed by the Republic to act as the 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 at +44 20 7986 8969 (Europe) / +1 (800) 558 3745 (U.S. Toll Free) / +1 (212) 723 6106 (U.S.), Deutsche Bank AG, London Branch by telephone at +44 20 7545 8011, J.P. Morgan Securities plc by email at [email protected] or by telephone at +44 20 7134 2468 and Standard Chartered Bank by email at [email protected] or by telephone at +44 20 7885 5739. Requests for documents and questions regarding the tender of Notes may be directed to the Tender Agent via email: [email protected] or telephone: London: +44 20 7508 3867.

The Tender Offer Memorandum is expected to be distributed to Noteholders beginning today. A copy of the Tender Offer Memorandum is available on the tender offer website accessible at: https://debtxportal.issuerservices.citigroup.com.

The Tender Consideration, if paid by the Republic with respect to the Existing Notes, will not necessarily reflect the actual value of such Existing Notes. Noteholders should analyze the value of the Existing Notes and make an independent assessment of the terms of the Offer. None of the Republic, the Dealer Managers or the Tender Agent or any of their respective affiliates makes any recommendation as to whether any holder of the Existing Notes should tender or refrain from tendering all or any portion of the principal amount of the Existing Notes and no one has been authorized by any of them to make any such recommendation.

Important Information

This communication is not for public distribution, directly or indirectly, in or into, the United States, or any other 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 transactions 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

None of this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offer has been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, none of this announcement, the Tender Offer Memorandum nor any such documents and/or materials are being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of this announcement, the Tender Offer Memorandum and/or such documents and/or materials is exempt from the restriction on financial promotions under section 21(1) of the FSMA on the basis that they are only 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 (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 announcement, the Tender Offer Memorandum 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.

France

The Offer is not being made, directly or indirectly, to the general public in the Republic of France. Neither this announcement, the Tender Offer Memorandum nor any other documentation or material relating to the Offer (including memorandums, information circulars, brochures or similar documents) has been distributed to, or is being distributed to, the general public in the Republic of France and only qualified investors (investisseurs qualifiés), within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation") are eligible to participate in the Offer. This announcement, the Tender Offer Memorandum and any other document or material related to the Offer have not been and will not be submitted to the clearance procedures of the Autorité des marchés financiers.

Italy

None of the Offer, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offer have been 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 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 "Italian Financial Services Act") and article 35-bis, paragraph 4 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 in the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Italian Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended from time to time) 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 or this announcement, the Tender Offer Memorandum.

United States

This communication is not an offer of New Notes for sale in the United States. The New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Notes may not be offered or sold in the United States, or to or for the account or benefit of, U.S. persons absent registration under, or pursuant to an applicable exemption from, the registration requirements of the Securities Act and in compliance with any relevant state securities laws. There will be no public offer of New Notes in the United States.