Tender Offer - Launch Announcement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (SEE "U.S. CONSIDERATIONS" AND "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW). PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE OFFEROR, THE DEALER MANAGERS AND THE INFORMATION AND TENDER AGENT TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS

Ecobank Transnational Incorporated Announces an Invitation to Purchase for Cash its Notes Listed Below

7 May 2026 - Ecobank Transnational Incorporated ("ETI" or the "Offeror") announces that it has today launched an invitation to eligible holders (the "Noteholders") of its outstanding U.S.$350,000,000 Fixed Rate Reset Tier 2 Sustainability Notes due 2031 (Rule 144A CUSIP: 27889PAB9; ISIN: US27889PAB94; Regulation S ISIN: XS2348420303) (the "Notes") to tender any and all of such Notes for purchase by the Offeror for cash (the "Offer"), on the terms and subject to the conditions set forth in the tender offer memorandum dated 7 May 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 Transaction Website accessible at: https://projects.sodali.com/ETI, subject to eligibility confirmation and registration. The Offer is subject to offer restrictions in, among other countries, the United Kingdom, Italy and France, as described below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The Offer will expire at 5:00 p.m. (New York City time) on 15 May 2026 (the "Expiration Deadline") unless extended, re-opened, withdrawn or terminated at the sole discretion of the Offeror.

Summary of the Offer

The Offeror is not under any obligation to accept for purchase any Notes tendered pursuant to the Offer.

Rationale for the Offer

The purpose of the Offer, in conjunction with the proposed issuance of New Notes, is to proactively manage the Offeror's regulatory capital structure and funding profile (subject to satisfaction of the New Financing Condition).

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

Tender Consideration Payable to Noteholders

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

Notes purchased by the Offeror pursuant to the Offer will be cancelled on the Tender Offer Settlement Date and/or Guaranteed Delivery Settlement Date (as applicable) and will not be re-issued or re-sold. Notes which have not been validly tendered and accepted for purchase pursuant to the Offer will remain outstanding after the Tender Offer Settlement Date (or the Guaranteed Delivery Settlement Date in the case of Notes tendered by guaranteed delivery procedures).

New Financing Condition

The Offeror announced today its intention to issue new U.S.$-denominated fixed rate reset tier 2 nature notes (the "New Notes"), subject to market conditions. Whether the Offeror will accept for purchase Notes validly tendered in the Offer is conditional (unless such condition is waived by the Offeror in its sole and absolute discretion) upon the successful pricing (in the determination of the Offeror) of the issue of the New Notes (the "New Financing Condition"). Even if the New Financing Condition is satisfied, the Offeror is not under any obligation to accept for purchase any Notes tendered pursuant to the Offer.

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

Priority in Allocation of New Notes

A Noteholder that has validly tendered, or indicated its firm intention to tender, its Notes for purchase pursuant to the Offer and wishes to subscribe for New Notes in addition to tendering Notes for purchase pursuant to the Offer may, after having made 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), at the sole and absolute discretion of the Offeror, receive priority in the allocation of the New Notes, subject to the issue of the New Notes. When considering allocation of the New Notes, the Offeror intends to give preference to those Noteholders who, prior to such allocation (which may be before the Expiration Deadline), have tendered, or indicated to the Offeror or any of the Dealer Managers their firm intention to tender Notes and subscribe for New Notes. Any allocation of the New Notes may, subject to the sole and absolute discretion of the Offeror, be less than, equal to or greater than the aggregate principal amount of the Notes tendered or firmly indicated to be tendered.

However, the Offeror is not obliged to allocate the New Notes to a Noteholder who has validly tendered or indicated its firm intention to tender its Notes pursuant to the Offer. Any allocation of the New Notes, while being considered by the Offeror as set out above, will be made in accordance with standard new issue procedures.

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 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 Notes pursuant to the Offer, such 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 Offeror in its sole and absolute discretion to extend, re-open, withdraw, terminate and/or amend 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 Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or 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 or delivery of a Notice of Guaranteed Delivery for Notes subject to the Offer 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 Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Information and Tender Agent by the Expiration Deadline.

Noteholders who have delivered a Notice of Guaranteed Delivery must tender their Notes at or prior to the Guaranteed Delivery Deadline, unless the Offer is extended or earlier terminated by the Offeror in its sole discretion, subject to applicable law.

Tender Instructions, once submitted, may be withdrawn at any time prior to the Expiration Deadline, but not thereafter (subject to any extension or re-opening of the Offer).

Tender Instructions must be submitted in respect of a principal amount of Notes no less than the Minimum Denomination of U.S.$200,000, and may be submitted in integral multiples of U.S.$1,000 in excess thereof.

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

Ecobank Development Corporation, Renaissance Capital Africa and Standard Chartered Bank (together, the "Dealer Managers") have been appointed by the Offeror to serve as dealer managers for the Offer. Sodali & Co Limited (the "Information and Tender Agent") has been appointed by the Offeror to act as the information and tender agent in connection with the Offer.

For additional information regarding the terms of the Offer, please contact Ecobank Development Corporation by email at [email protected], Renaissance Capital Africa by email at [email protected], and Standard Chartered Bank by email at [email protected] or by telephone at +44 20 7885 5739 / +1 212 667 0351 / +852 3983 8658 / +65 65578286. Requests for documents and questions regarding the tender of Notes may be directed to the Information and Tender Agent via email: [email protected] or telephone: London: +44 20 4513 6933 / Stamford: +1 203 658 9457 / Hong Kong: +852 2319 4130.

A copy of the Tender Offer Memorandum is available on the Transaction Website accessible at: https://projects.sodali.com/ETI.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If you are in any doubt as to the contents of this announcement, the Offer, the Tender Offer Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including tax advice relating to the tax consequences, immediately from your broker, bank manager, solicitor, accountant or other independent financial or legal advisor. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offer.

None of the Dealer Managers, the Information and Tender Agent, the Offeror or any of their respective directors, officers, employees or affiliates make any representation or recommendation whatsoever regarding the Tender Offer Memorandum, this announcement, the Offer or any recommendation as to whether Noteholders should tender Notes in the Offer or otherwise participate in the Offer or subscribe for New Notes.

None of the Dealer Managers or the Information and Tender Agent (or any of their respective directors, officers, employees, agents or affiliates) makes any representation or assumes any responsibility for: (a) the accuracy or completeness of the information concerning the Offer or the Offeror contained in this announcement or in the Tender Offer Memorandum or for any failure by the Offeror to disclose events that may have occurred and may affect the significance or accuracy of the information in this announcement or the Tender Offer Memorandum; or (b) any acts or omissions of the Offeror or any other person in connection with this announcement or the Tender Offer Memorandum, the Offer, the Notes or the New Notes. None of the Dealer Managers, the Offeror or the Information and Tender Agent (or any of their respective directors, officers, employees, agents or affiliates) has expressed any opinion as to whether the terms of the Offer are fair.

U.S. Considerations

This announcement does not contain or constitute an offer, or the solicitation of an offer, to buy, sell or subscribe for the Notes, the New Notes or other securities in the United States or any other jurisdiction. The Notes and the New Notes have not been, nor will they be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States. The New Notes may be offered and sold only to (1) qualified institutional buyers (within the meaning of Rule 144A under the Securities Act); or (2) non-U.S. persons within the meaning of Regulation S outside the United States.

Offer and Distribution Restrictions

Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Information and Tender Agent to inform themselves about and to observe any such restrictions.

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 authorised 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 Notes that are located in Italy can tender 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 Notes or the Offer or this announcement, the Tender Offer Memorandum.

General

Neither this announcement, the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and any Dealer Manager or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

Each Noteholder participating in the Offer will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in the Tender Offer Memorandum under the heading "Procedures for Participating in the Offer". Any tender of Notes for purchase pursuant to the Offer from a Noteholder that is unable to make these representations will not be accepted.

Each of the Offeror, the Dealer Managers and the Information and Tender Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender or submission may be rejected.