Tender Offer

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY OR A SOLICITATION OF AN OFFER TO TENDER OR SELL SECURITIES IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION IS UNLAWFUL. THE OFFER IS NOT BEING MADE, AND THIS ANNOUNCEMENT SHALL NOT BE DISTRIBUTED, IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT IN COMPLIANCE WITH THE LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIES AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018.

3 June 2025

EBN FINANCE COMPANY B.V.(the "Issuer")acting in conjunction with ECOBANK NIGERIA LIMITED (the "Bank")

COMMENCES A TENDER OFFER AND A CONSENT SOLICITATION (THE "OFFER") IN RELATION TO THE OUTSTANDING U.S.$300,000,000 7.125 per cent. Senior Note Participation Notes due 2026 (Rule 144A ISIN: US26824MAB63; Reg S ISIN: XS2297197266) (the "Notes") issued by, but with limited recourse to, the Issuer for the sole purpose of financing the purchase of the U.S.$300,000,000 7.125 per cent. Senior Note due 2026 (the "Senior Note") issued by the Bank

The Offer

The Offer begins on 3 June 2025 and will expire at 5:00 p.m. (New York City time) on 2 July 2025, unless the Offer is extended or earlier terminated, as described herein (the "Expiration Deadline").

In respect of the Offer, to be eligible to receive the Total Consideration (as defined below) (together with Accrued Interest) for Notes accepted for purchase, which comprises the Tender Offer Consideration (as defined below) plus the Early Tender Premium (as defined below), holders of Notes ("Noteholders") must validly tender their Notes and, in the case of Unrestricted Notes, concurrently consent to the Proposal at or prior to 5:00 p.m. (New York City time) on 17 June 2025 (the "Early Participation Deadline"). Noteholders who validly tender their Notes and, in the case of Unrestricted Notes, concurrently consent to the Proposal after the Early Participation Deadline but at or prior to the Expiration Deadline shall be eligible to receive only the Tender Offer Consideration (together with Accrued Interest) for Notes accepted for purchase, which equals the Total Consideration less the Early Tender Premium. Alternatively, to be eligible to receive an Early Consent Fee (as defined below) without tendering Notes, Noteholders must consent to the Proposal at or prior to the Early Participation Deadline. Noteholders who consent to the Proposal (without tendering Notes) after the Early Participation Deadline but at or prior to the Expiration Deadline shall not be eligible to receive the Early Consent Fee or any other consideration. Early Consent Fees will only be paid if the Extraordinary Resolution is approved at the Meeting. Noteholders that validly tender their Notes and concurrently consent to the Proposal in respect of such Notes at or prior to the Early Participation Deadline will also be eligible to receive the Early Consent Fee in respect of any portion of their tendered Notes which were not accepted for purchase pursuant to the Tender Offer. For the avoidance of doubt no Early Consent Fee will be paid to any Noteholder in respect of Notes purchased pursuant to the Tender Offer.

Pursuant to a tender offer and consent solicitation memorandum dated 3 June 2025 (the "Memorandum"), the Issuer, at the request of the Bank, is inviting Noteholders to (subject to certain offer and distribution restrictions set out herein under "Offer and Distribution Restrictions") tender Notes held by it up to an aggregate principal amount of U.S.$150,000,000, subject to increase or decrease at the sole and absolute discretion of the Issuer (or the Bank on behalf of the Issuer) (the "Maximum Acceptance Amount"), and to concurrently consent to an amendment related to the Senior Note, as more fully described herein (the "Proposal") by extraordinary resolution (the "Extraordinary Resolution") at a meeting of Noteholders to be held at 10:00 a.m. (London time) by way of teleconference on 7 July 2025 (the "Meeting"). The following table summarises key details of the Offer:

1 As at the date of the Memorandum.

2 Subject to applicable law, the Issuer (or the Bank on behalf of the Issuer) expressly reserves the right in its sole and absolute discretion to increase or decrease the Maximum Acceptance Amount.

3 Payable to Noteholders who tender and concurrently consent to the Proposal at or prior to the Early Participation Deadline.

4 Accrued Interest will be paid in addition to the Tender Offer Consideration or Total Consideration, as applicable, in the event the Settlement Date is not an interest payment date in respect of the Notes.

5 Payable to Noteholders who consent on or prior to the Early Participation Deadline. Payable only in respect of Notes not purchased pursuant to the Tender Offer.

The Proposal has been formulated by the Bank and is being proposed by the Issuer at the request of the Bank. None of the Financial Adviser, the Issuer, the Information, Tabulation and Tender Agent, the Principal Paying Agent, the Registrar or the Trustee nor any of their affiliates has been involved in the formulation of the Proposal and none of them accepts any responsibility or liability for the sufficiency or adequacy of the Proposal or the legality, validity or enforceability of the Proposal. None of the Financial Adviser, the Issuer, the Trustee, the Information, Tabulation and Tender Agent, the Principal Paying Agent, the Registrar nor any of their affiliates makes any recommendation to Noteholders as to whether or not to tender or refrain from tendering Notes and/or to agree to the Proposal and to vote in favour of the Extraordinary Resolution as set out in the Proposal.

Neither the Tender Offer nor the Proposal is conditional upon the other being completed or approved, respectively.

Unless the context otherwise requires, capitalised terms used and not otherwise defined in this announcement have the meanings ascribed to them in the Memorandum, which is available, subject to eligibility confirmation and registration, on the Transaction Website: https://projects.sodali.com/ecobank.

Background to the Offer

Due to the significant devaluation of the Naira in the first quarter of 2024, which saw the Naira fall from ₦951.79 to the U.S. dollar as at 1 January 2024 to ₦1628.47 as at 31 July 2024, the total capital adequacy ratio of the Bank, as calculated in accordance with the BIS Guidelines, had fallen below 10 per cent as at 30 June 2024, leading to the Bank's capital adequacy ratio falling below the minimum levels required by condition 10(c) (Capital Adequacy) of the Senior Note. A material percentage of the Bank's Risk Weighted Assets were denominated in US dollars as at 30 June 2024, and with its shareholders' equity being denominated in Naira, the rapid devaluation of the Naira against the U.S. dollar caused an inflating effect on the Bank's Risk Weighted Assets, which caused the decline in its capital adequacy ratio.

The impact felt by the Bank on its capital adequacy ratio was equally felt across the Nigerian banking sector, with some banks impacted more than others. This prompted the Central Bank of Nigeria (the "CBN") to take a number of steps including requiring banks to take steps to increase their core capital based on certain specified metrics by April 2026. The Bank has since submitted and obtained the CBN's approval and support for its capital remediation plan to address its capital adequacy.

The steps that the Bank has agreed with the CBN and its shareholder, Ecobank Transnational Incorporated ("ETI"), to increase its capital adequacy include the following:

· In order to meet the CBN's new minimum capital of ₦200 billion, ETI injected U.S.$5 million (approximately ₦8.145 billion) to close the common equity gap and ensure compliance with the national bank minimum capital requirements in September 2024. Based on the Bank's audited (pending approval from the Central Bank of Nigeria) annual financial statements for 2024, the Share Capital and Share Premium are reported at ₦14.452 billion and ₦186.998 billion, totalling ₦201.449 billion, which is slightly in excess of the ₦200 billion minimum capital requirement.

· In order to restore the Bank's Capital Adequacy Ratio to the regulatory requirement of a National Bank, the Bank intends to:

o  issue approximately U.S.$200 million of AT-1 Bonds approved by the Bank's Board and the CBN, in four tranches of approximately U.S.$50 million each (subject to market conditions), which will enhance the Bank's Tier-1 Capital and improve its capital adequacy ratio;

o  work with ETI to redeem its U.S.$200 million Promissory Notes maturing in 2027 in tranches, which will further lower the Bank's Risk Weighted Assets and improve its capital adequacy ratio. The Bank has received U.S.$50 million and expects early redemption of the balance to occur prior to the contractual maturity of the Promissory Note;

o  drive a reduction of up to U.S.$300 million in the Bank's risk weighted assets through loan sales to eligible third-parties and prepayments by borrowers; and

o  convert up to U.S.$200 million in dollar-denominated loans to Naira and restructure them (when market conditions are favorable) to mitigate the impact of potential currency devaluation and translation issues.

These combined capital remediation efforts were projected to elevate the Bank's capital adequacy ratio to (i) above the levels required by condition 10(c) (Capital Adequacy) of the Senior Note by the Reversion Date (as defined below) and (ii) to 20.36 per cent. (calculated on a pro forma basis assuming all of the above remedial measures were completed as of 30 June 2024).

As a result of the Bank's capital adequacy ratio falling below the minimum levels required by condition 10(c) (Capital Adequacy) of the Senior Note, the Issuer, acting in conjunction with the Bank, launched a consent solicitation on 23 August 2024 requesting Noteholders approve the temporary suspension (the "Temporary Suspension") of condition 10(c) (Capital Adequacy) of the Senior Note until 30 September 2025 (the "Reversion Date"). The Temporary Suspension was approved by Noteholders by extraordinary resolution at a meeting of Noteholders held on 16 September 2024 and implemented by the Bank by way of an amendment to the Senior Note.

Rationale for the Offer

While the Bank is continuing to implement the steps agreed with the CBN and ETI to increase its capital adequacy, there can be no assurances that such steps will be completed, or that the Bank's capital adequacy ratio will be at or above the minimum levels required by condition 10(c) (Capital Adequacy) of the Senior Note, by the Reversion Date. Accordingly, as the Bank currently has surplus liquidity, it intends to use a portion of this surplus liquidity to fund the buy back of a portion of the Notes by the Issuer via the Tender Offer and combine the Tender Offer with an exit consent to remove condition 10(c) (Capital Adequacy) of the Senior Note altogether to prevent any event of default occurring under the Senior Note in the event the Bank's capital adequacy ratio does not meet the minimum levels required by condition 10(c) (Capital Adequacy) of the Senior Note by the Reversion Date.

Offer Fees

Total Consideration

Noteholders who validly tender their Notes and concurrently consent to the Proposal at or prior to 5:00 p.m. (New York City time) on 17 June 2025 (the "Early Participation Deadline"), shall, to the extent their Notes are accepted for purchase, receive consideration of U.S.$1,012.50 per U.S.$1,000 in principal amount of Notes (the "Total Consideration") (together with Accrued Interest) for such Notes, which comprises the Tender Offer Consideration (as defined below) plus the Early Tender Premium (as defined below). 

Tender Offer Consideration

Noteholders who validly tender their Notes and, in respect of Unrestricted Notes, concurrently consent to the Proposal after the Early Participation Deadline, but at or prior to 5:00 p.m. (New York City time) on 2 July 2025, unless the Offer is extended or earlier terminated, as described herein (the "Expiration Deadline"), shall, to the extent their Notes are accepted for purchase, receive consideration of U.S.$1,000 per U.S.$1,000 in principal amount of Notes (the "Tender Offer Consideration") (together with Accrued Interest) for such Notes, which equals the Total Consideration less the Early Tender Premium.

Early Tender Premium

Noteholders who validly tender their Notes and, in respect of Unrestricted Notes, concurrently consent to the Proposal at or prior to the Early Participation Deadline shall, to the extent their Notes are accepted for purchase, receive the Tender Offer Consideration plus consideration of U.S.$12.50 per U.S.$1,000 in principal amount of Notes (the "Early Tender Premium") (together with Accrued Interest) for Notes accepted for purchase. 

Early Consent Fee

If valid Voting Instructions in favour of the Extraordinary Resolution are received on or prior to the Early Participation Deadline, and are not withdrawn or revoked, subject to the Extraordinary Resolution being duly passed and being implemented in accordance with its terms, the Bank will pay to each such Noteholder who has delivered (and not withdrawn or revoked as aforesaid) such Voting Instruction a consent fee in the amount of U.S.$2.50 per U.S.$1,000 in principal amount of Notes the subject of such Voting Instruction (the "Early Consent Fee") on the Settlement Date. Noteholders that validly tender their Notes and concurrently consent to the Proposal in respect of such Notes at or prior to the Early Participation Deadline will also be eligible to receive the Early Consent Fee in respect of any portion of their tendered Notes which were not accepted for purchase pursuant to the Tender Offer. For the avoidance of doubt no Early Consent Fee will be paid to any Noteholder in respect of Notes purchased pursuant to the Tender Offer.

Payment for Notes validly tendered at or prior to the Expiration Deadline and accepted for purchase in the Offer will be made on the Settlement Date, which is expected to be on or about 8 July 2025, or such other date as the Issuer (or the Bank on behalf of the Issuer) may stipulate at its discretion. Subject to the Extraordinary Resolution being duly passed and being implemented in accordance with its terms, the Early Consent Fee for consents validly delivered at or prior to the Early Participation Deadline is expected to be made on the Settlement Date.

Maximum Acceptance Amount, Priority of Acceptance and Proration

The Issuer intends to accept Notes validly tendered for purchase pursuant to the Tender Offer up to the Maximum Acceptance Amount and in the following order of priority:

· firstly, all Notes validly tendered at or prior to the Early Participation Deadline; and

· secondly, all Notes validly tendered after the Early Participation Deadline but at or prior to the Expiration Deadline.

The Issuer (or the Bank on behalf of the Issuer) reserves the right, subject to applicable law, in its sole and absolute discretion to increase or decrease the Maximum Acceptance Amount without extending withdrawal rights.

If the purchase of all Notes validly tendered in the Tender Offer at or prior to the Early Participation Deadline would cause the aggregate principal amount of Notes purchased to exceed the Maximum Acceptance Amount, the Issuer will accept for purchase such Notes validly tendered at or prior to the Early Participation Deadline on a pro rata basis such that the aggregate principal amount of such Notes accepted for purchase is no greater than the Maximum Acceptance Amount and will not accept any Notes validly tendered after the Early Participation Deadline. In this case, each such tender of Notes will be scaled on a proration factor based on (x) the Maximum Acceptance Amount, divided by (y) the principal amount of Notes validly tendered at or prior to the Early Participation Deadline.

In the event the principal amount of Notes validly tendered at or prior to the Early Participation Deadline does not exceed the Maximum Acceptance Amount, but does exceed the Maximum Acceptance Amount when aggregated with the Notes validly tendered after the Early Participation Deadline but at or prior to the Expiration Deadline, all Notes validly tendered at or prior to the Early Participation Deadline will be accepted for purchase in full and the Issuer will accept for purchase such Notes validly tendered after the Early Participation Deadline but at or prior to the Expiration Deadline on a pro rata basis such that the aggregate principal amount of such Notes accepted for purchase is no greater than the Maximum Acceptance Amount. In this case, each such tender of additional Notes will be scaled by a proration factor based on (x) the Maximum Acceptance Amount less the aggregate principal amount of Notes validly tendered at or prior to the Early Participation Deadline, divided by (y) the aggregate nominal amount of the additional Notes validly tendered after the Early Participation Deadline, but at or prior to the Expiration Deadline. The aggregate principal amount of each Noteholder's validly tendered Notes accepted for purchase will be determined by multiplying each Noteholder's tender by such proration factor and rounding the product down to the nearest U.S.$1,000 principal amount.

In the event any tendered Notes are not accepted for purchase due to proration, they will be returned or credited to the relevant Noteholder's account on the Settlement Date.

In the event of any such proration, the principal amount of Notes otherwise due to be (i) accepted for purchase from a Noteholder or (ii) returned to a Noteholder as a result of proration pursuant to a Tender Instruction would be less than the minimum denomination of U.S.$200,000, the Issuer (or the Bank on behalf of the Issuer) may in its sole discretion choose to accept or reject the relevant Tender Instruction in its entirety. If proration of the Notes is required, the Issuer will determine the final proration factor as soon as practicable after the Early Participation Deadline or the Expiration Deadline, as the case may be.

A separate Tender Instruction must be submitted on behalf of each beneficial owner due to potential proration.

Expected Timetable

The following table sets forth certain key dates for the Offer, as described in the Memorandum, assuming that the Meeting is quorate on the date on which it is first convened and, accordingly, no adjourned Meeting is required. The actual timetable may differ significantly from the expected timetable set out below. 

Noteholders holding Notes in the Clearing Systems should take steps to inform themselves of and to comply with the particular practice and policy of the relevant Clearing System. Noteholders who are not Direct Participants in the Clearing Systems should read carefully the provisions set out under "Procedures for Participating in the Offer" below.

If the Meeting is adjourned, the relevant times and dates set out above will be modified accordingly and will be set out in the notice convening such adjourned Meeting.

Noteholders are advised to check with any broker, dealer, bank, custodian, trust company or other trustee through which they hold Notes whether such broker, dealer, bank, custodian, trust company or other trustee would require receipt of any notice or instructions prior to the deadlines set out above.

Procedures for Participating in the Offer

UNLESS NOTES BEING TENDERED ARE (I) IN RESPECT OF RESTRICTED NOTES, TRANSFERRED THROUGH DTC'S ATOP, FOLLOWING THE PROCEDURES SET FORTH BELOW, AND (II) IN RESPECT OF UNRESTRICTED NOTES, TRANSFERRED THROUGH A VALID TENDER INSTRUCTION IN THE FORM SPECIFIED IN THE CLEARING SYSTEM NOTICE, FOLLOWING THE PROCEDURES SET FORTH BELOW, IN EACH CASE, AT OR PRIOR TO THE EARLY PARTICIPATION DEADLINE OR THE EXPIRATION DEADLINE (AS THE CASE MAY BE), THE ISSUER WILL NOT ACCEPT THE TENDER.

Only registered Noteholders are authorised to tender Notes pursuant to the Tender Offer and consent to the Proposal. Accordingly, to properly tender Notes or cause Notes to be tendered and/or consent to the Proposal, the below procedures must be followed.

Noteholders who wish to vote must do so in accordance with the procedures of the relevant Clearing System. Noteholders should note that they must allow sufficient time for compliance with the standard operating procedures of the Clearing Systems in order to ensure delivery of their Tender Instructions or Voting Instructions to the Information, Tabulation and Tender Agent in advance of the Early Participation Deadline or Expiration Deadline, as applicable. For more information about how to participate in the Offer through the submission of Tender Instructions or Voting Instructions, Noteholders should read the "Procedures for Participating in the Offer" section of the Memorandum.

The quorum required at the Meeting shall be two or more persons validly (in accordance with the provisions of the Trust Deed) present (each a "voter") representing or holding more than 50 per cent. of the aggregate principal amount of the outstanding Notes, provided, however, that, so long as more than 50 per cent. of the aggregate principal amount of the outstanding Notes is represented by a Global Certificate (as defined in the Trust Deed), a single voter appointed in relation thereto or being the holder of the Notes represented thereby shall be deemed to be two voters for the purposes of forming a quorum.

To be passed in relation to the Notes, the Extraordinary Resolution must be passed at the Meeting or adjourned Meeting, as applicable, duly convened and held in accordance with the provisions of Schedule 5 (Provisions for Meetings of the Noteholders) to the Trust Deed by a majority of not less than 75 per cent. of the votes cast.

If within 15 minutes after the time fixed for the Meeting a quorum is not present, the Meeting may be adjourned for such period, being not less than 14 clear days nor more than 42 clear days, and to such time and place as may be appointed by the chairman (with the approval of the Trustee) either at or subsequent to the Meeting. 

If the Meeting is adjourned for lack of quorum, it is the intention of the Bank to arrange for a notice convening the adjourned Meeting to be sent to Beneficial Owners as soon as reasonably practicable following such adjournment.

Any Voting Instructions submitted in respect of the Meeting shall (unless revoked) apply to, and be valid for the purposes of, any adjourned Meeting and there shall be no need to submit new Voting Instructions in respect of any adjourned Meeting.

If passed, the Extraordinary Resolution shall be binding on all the Noteholders, whether or not present at the Meeting (or any adjourned such meeting), and each of them shall be bound to give effect to it accordingly.

The Financial Adviser and the Information, Tabulation and Tender Agent

Any questions regarding the terms of the Proposal or the Offer may be directed to the Financial Adviser at the email address and telephone numbers specified below and any questions or requests for assistance in connection with voting at the Meeting and/or the delivery of Tender Instructions or Voting Instructions and requests for additional copies of the Memorandum may be directed to the Information, Tabulation and Tender Agent at the address and telephone numbers specified below:

The Financial Adviser is:

RENAISSANCE CAPITAL AFRICA

(RENAISSANCE SECURITIES (NIGERIA) LIMITED)

6th floor, East Tower

The Wings Office Complex

17A Ozumba Mbadiwe Avenue

Victoria Island

Lagos, Nigeria

Email: [email protected]

Attention: Liability Management

Telephone: +44 7940766996; +234 706 406 4488

The Information, Tabulation and Tender Agent is:

SODALI & CO LIMITED

Offer and Distribution Restrictions

General

This announcement does not constitute an offer to purchase, or the solicitation of an offer to tender or sell, or to exercise any voting rights with respect to any, Notes to or from, or by, any person located or resident in any jurisdiction where such offer or solicitation is unlawful, and tenders of Notes by Noteholders originating from any jurisdiction in which such offer or solicitation is unlawful will not be accepted. The Offer is not being made, directly or indirectly, in any jurisdiction where to do so would impose any obligations on the Issuer or the Bank in such jurisdiction, including any requirement to qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction, file any general consent to service of process in any such jurisdiction, subject itself to taxation in any such jurisdiction if it is not otherwise so subject, make any filing with any regulatory body in any such jurisdiction or otherwise have any document approved by, or submitted to, any regulating body in such jurisdiction. Neither the delivery of this announcement nor the delivery of the Memorandum nor any purchase of Notes shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer or the Bank since the date hereof, or that the information herein is correct as of any time subsequent to the date hereof.

Each Noteholder participating in the Offer will be deemed to give certain representations in respect of the jurisdictions referred to below, and generally, on submission of Notes for tender in the Tender Offer and submission of consent to the Proposal. 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 Issuer, the Bank and the Information, Tabulation and Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Tender Offer, or submission of consent to the Proposal, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Issuer or the Bank determines (for any reason) that such representation is not correct, such tender will not be accepted.

United Kingdom

The communication of this announcement, the Memorandum and any other documents or materials relating to the Offer is not being made, and such documents and/or materials have not 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, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of the Issuer or other persons within Article 43(2) of the FSMA (Financial Promotion) Order 2005, as amended, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.

Italy

None of the Tender Offer, this announcement, the 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 Tender Offer is being carried out in Italy as exempted offers 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. Noteholders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase in the Tender 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 Tender Offer or the Memorandum.

France

The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France. Neither this announcement, the Memorandum nor any other documentation or material relating to the Offer has been or shall be distributed to the public in France and only qualified investors (Investisseurs Qualifiés), with the exception of individuals, within the meaning of Article 2(e) of the Regulation (EU) 2017/1129 (the "Prospectus Regulation") and in accordance with Articles L.411-1 and L.411-2 of the French Code Monétaire et Financier, are eligible to participate in the Tender Offer. This announcement and the Memorandum have not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Disclaimers

This announcement must be read by Noteholders in conjunction with the Memorandum. This announcement and the Memorandum contain important information which should be read carefully before any decision is made with respect to the Proposal and the Offer. Noteholders may obtain copies of the Memorandum and certain documents set out in the Memorandum (i) from the Transaction Website of the Information, Tabulation and Tender Agent at https://projects.sodali.com/ecobank and (ii) during the Meeting.

None of the Issuer, the Bank, the Financial Adviser, the Information, Tabulation and Tender Agent, the Trustee, the Principal Paying Agent or the Registrar (or their respective directors, officers, employees, agents or affiliates) makes any representations or recommendations whatsoever regarding the Memorandum, or any document prepared in connection with it, the Proposal, the Extraordinary Resolution or the Offer.

Each Noteholder should take its own independent advice and is solely responsible for making its own independent appraisal of all matters (including the Offer, the Extraordinary Resolution and the Proposal including, without limitation, the tax consequences thereof for the Noteholder) as such Noteholder deems appropriate in evaluating, and each Noteholder must make its own decision.

In accordance with normal practice, the Trustee has not been involved in the formulation of the Offer, the Proposal or the Extraordinary Resolution outlined in the Memorandum and the Trustee expresses no opinion on the merits of the Offer, the Proposal or the Extraordinary Resolution nor does it accept any responsibility for the accuracy, validity, correctness or completeness of the Memorandum, the Notice of Meeting or any other document prepared in connection with the Offer or omissions therefrom.

None of the Issuer, the Bank, the Financial Adviser, the Tabulation and Information Agent, the Trustee, the Principal Paying Agent or the Registrar or any director, officer, employee, agent or affiliate of any such person, is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offer (including the Proposal) or the Extraordinary Resolution, and accordingly none of the Issuer, the Bank, the Financial Adviser, the Tabulation and Information Agent, the Trustee, the Principal Paying Agent or the Registrar expresses any opinion about the terms of the Offer, the Proposal or the Extraordinary Resolution or makes any recommendation as to whether a Noteholder should tender or refrain from tendering Notes and/or agree to the Proposal and to vote in favour of the Extraordinary Resolution as set out in the Proposal.