Congo (Republic of) - Tender Offer Launch Announcement

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 Invitation to Purchase for Cash Certain of its Existing Notes

February 9, 2026 - The Republic of Congo ("Congo" or the "Republic") announces that it has launched an invitation to purchase for cash the outstanding Existing Notes up to the Tender Cap (each as defined herein).

Invitation to Purchase the Existing Notes

The Republic announces that it has launched an invitation to eligible holders (the "Noteholders") of its outstanding 9.875% Amortising Notes due 2032 (ISIN: XS3223166409; Common Code: 322316640) (the "Existing Notes") to purchase for cash, on the terms and subject to the conditions set forth in the tender offer memorandum dated February 9, 2026 (the "Tender Offer Memorandum") its outstanding Existing Notes up to an aggregate tender consideration of $350,000,000, which includes accrued and unpaid interest (the "Tender Cap") (the "Offer") subject to the New Financing Condition described below and the satisfaction of certain other conditions as more fully described in the Tender Offer Memorandum.

The Existing Notes have an aggregate principal amount outstanding as set forth in the table below.

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 (as defined herein) or otherwise providing withdrawal rights, as further provided in the Tender Offer Memorandum.

In the event that the aggregate Tender Consideration (as defined herein) for the Existing Notes validly tendered (which includes accrued and unpaid interest thereon) would cause the Tender Cap to be exceeded, the Existing Notes validly tendered will be subject to the proration procedures described 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.

 Summary of the Offer

1       The Republic reserves the right not to accept any of the Existing Notes for purchase pursuant to the Offer. Subject to applicable law, the Republic also expressly reserves the right (but is not obligated) 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.

2       The purchase price shown in the table above is presented per $1,000 of the principal amount of the Existing Notes accepted for purchase (excluding any accrued and unpaid interest on the Existing Notes. The tender consideration received by Noteholders for their Existing Notes tendered in the Offer and accepted for purchase will be the aggregate of (x) an amount in cash calculated on the basis of the purchase price shown in the table above and the principal amount of their Existing Notes accepted for purchase and (y) an amount in cash equivalent to accrued and unpaid interest on their Existing Notes from (and including) the immediately preceding interest payment date of the Existing Notes to (but excluding) the Settlement Date (as defined herein).

3       The original aggregate principal amount of the Existing Notes issued was $670,000,000. Following the Republic's $260,000,000 reopening, the current aggregate outstanding principal amount of the Existing Notes is $930,000,000.

All documentation relating to the Offer, including the Tender Offer Memorandum and any amendments or supplements thereto, will be available to Noteholders via the tender offer website (the "Tender Offer Website"): 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.

Rationale for the Offer

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

Tender Consideration for Existing Notes

The Republic will pay for the Existing Notes accepted by it for purchase pursuant to the Offer a cash tender consideration equal to (i) $947.50 per $1,000 in principal amount of the Existing Notes (the "Purchase Price") plus (ii) Accrued Interest thereon (the "Tender Consideration").

Amounts Subject to the Offer

The Republic is offering to purchase for cash, subject to the conditions set forth in the Tender Offer Memorandum, the outstanding Existing Notes up to the Tender Cap. In the event that the aggregate Tender Consideration for the Existing Notes validly tendered (which includes accrued and unpaid interest thereon) would cause the Tender Cap to be exceeded, the Existing Notes will be subject to the proration procedures described in the Tender Offer Memorandum.

Proration

In the circumstances described in the Tender Offer Memorandum in which the Existing Notes validly tendered pursuant to the Offer are to be accepted on a pro rata basis as a result of the Tender Cap being reached, each such tender of Existing Notes will be scaled by a proration factor as described in the Tender Offer Memorandum (the "Proration Factor"). In the event that proration with respect to tendered Existing Notes is required as a result of the Tender Cap being reached, the sum of each Noteholder's validly tendered Existing Notes accepted for purchase will be determined by multiplying each Noteholder's tender of Existing Notes by the Proration Factor and rounding the product down to the nearest $1,000. Unpurchased Existing Notes will be returned to Noteholders. In no event shall the principal amount of Existing Notes returned to any Noteholder after the application of the proration be less than the Minimum Denomination (as defined herein).

To avoid purchases of Existing Notes in principal amounts other than in integral multiples of $1,000, the Republic will make appropriate adjustments downward to the nearest $1,000 principal amount with respect to each Noteholder validly tendering Existing Notes. Depending on the amount tendered and the Proration Factor applied, if the principal amount of validly tendered Existing Notes accepted for purchase or the principal amount of validly tendered Existing Notes that are not accepted and returned to a Noteholder as a result of proration would result in less than the Minimum Denomination being returned to such Noteholder, the Republic will either accept or reject all of such Noteholder's validly tendered Existing Notes.

If proration of Existing Notes is required, the Republic will determine the Proration Factor as soon as practicable after the Expiration Deadline and announce the results of such proration. Noteholders may obtain such information from the Information and Tender Agent and the Dealer Manager (as defined herein) and may be able to obtain such information from their brokers.

Conditions to the Offer

The Republic reserves the right, in its sole discretion, to instruct the Information and Tender Agent not to accept any Tender Instructions for any reason. In addition, notwithstanding any other provisions of the Offer, the Offer is conditioned upon there not having been threatened, instituted or pending any action or proceeding before any court or governmental, regulatory or administrative body that: (1) makes or seeks to make illegal the tender and/or purchase of Existing Notes pursuant to the Offer; (2) would or might result in a delay in, or restrict, the ability of the Republic to purchase or pay for the Existing Notes and/or issue the New Notes; or (3) imposes or seeks to impose limitations on the ability of the Republic to issue and/or price the New Notes in an amount, with pricing and on terms and conditions acceptable to the Republic.

New Financing Condition

The Republic separately announced today its intention to issue a new series of U.S. dollar-denominated notes (the "New Notes" and such offering, the "New Notes Offering"). Whether the Republic will accept and settle the purchase of Existing Notes validly tendered in the Offer is conditioned upon (unless such condition is waived by the Republic in its sole and absolute discretion), without limitation, the closing of the offering of the New Notes 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, however, the Republic is not under any obligation to accept for purchase any Existing Notes tendered pursuant to the Offer.

Each of the foregoing conditions is for the sole benefit of the Republic and may only be waived by the Republic, in whole or in part, at any time and from time to time, in its discretion. Any determination by the Republic concerning the conditions set forth above (including whether or not any such condition has been satisfied or waived) will be final and binding upon the Information and Tender Agent and all other persons. Existing Notes that are not tendered or accepted for purchase pursuant to the Offer will remain outstanding. There can be no assurance that any New Notes will be issued at all.

Priority in Allocation of the New Notes

The Republic intends, in connection with the allocation of the New Notes to investors, to consider among other factors whether the relevant investor seeking an allocation of New Notes has also validly tendered or indicated a firm intention to tender Existing Notes pursuant to the Offer, and, if so, the aggregate principal amount of Existing Notes tendered or intended to be tendered by such investor. When considering allocations of New Notes, the Republic intends to look favorably upon those Noteholders subscribing for New Notes that, prior to such allocations, have validly tendered or indicated their firm intention to the Republic or the Dealer Manager to tender their Existing Notes.

However, allocation of the New Notes in the New Notes Offering will be at the sole and absolute discretion of the Republic. Any allocation of the New Notes, while being considered by the Republic as set out above, will be made in accordance with customary new issue allocation processes and procedures. The Republic is not obligated to allocate the New Notes to a Noteholder who has validly tendered or indicated a firm intention to tender its Existing Notes pursuant to the Offer and made the relevant application. Any amount allocated may be more or less than the aggregate principal amount of Existing Notes validly tendered or in respect of which a firm intention to tender has been indicated by a Noteholder.

The deadline for investors to seek an allocation of any New Notes will precede the Expiration Deadline as the pricing and allocation of the New Notes are expected to take place prior to the Expiration Deadline. As such, each Noteholder should provide, as soon as practicable, to the Republic or the Dealer Manager any indications of a firm intention to tender Existing Notes pursuant to the Offer and the quantum of such Existing Notes that it intends to tender if it wishes to be eligible to receive a preferential allocation of New Notes (on the terms and subject to the conditions set out in the Tender Offer Memorandum).

Noteholders who have validly tendered, or indicated a firm intention to tender, their Existing Notes and who wish to receive a preferential allocation of New Notes (a "New Priority") should contact the Dealer Manager using the contact details indicated below and must make a separate application to subscribe for the New Notes to the lead manager in respect of the New Notes Offering, in accordance with the standard new issue procedures of the lead manager of the New Notes Offering. In the event that a Noteholder validly tenders Existing Notes pursuant to the Offer, then such Tender Instruction will still remain valid in respect of the tendering of such Existing Notes irrespective of whether such Noteholder receives all, part of or none of any allocation of the 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 Information and Tender Agent by 5:00 p.m., Central European Time on February 16, 2026 (the "Expiration Deadline"). An indicative timetable of the Offer is set out above.

If a Noteholder holds its Existing Notes through a custodian or other intermediary, such Holder may not submit a Tender Instruction directly. It should therefore contact its custodian or other intermediary to instruct its custodian or intermediary to submit a Tender Instruction on its behalf. 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.

Tenders of Existing Notes pursuant to the Offer will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

Tender Instructions must be submitted in a minimum denomination based on principal amounts for Existing Notes equal to $200,000 in principal amount and integral multiples of $1,000 in principal amount thereafter (a "Minimum Denomination"). Existing Notes may be tendered and accepted for purchase only in principal amounts no less than the Minimum Denomination. Noteholders who do not tender all of their Existing Notes must ensure that they retain a principal amount of Existing Notes amounting to at least the Minimum Denomination.

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 liabilitymanagement.europe@citi.com or by telephone at Europe: +44 20 7986 8969 / U.S. Toll Free: +1 800 558 3745 / U.S. Collect: +1 212 723 6106. Requests for documents and questions regarding the tender of Notes may be directed to the Information and Tender Agent via email: citiexchanges@citi.com.

The Tender Offer Memorandum is expected to be available for distribution 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 accepted for purchase, 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 Manager or the Information and 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.

Capitalized terms used and not defined herein have the meanings ascribed to them in the Tender Offer Memorandum.

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, including the New Notes, 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

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 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 thereto 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.

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 as 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.

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. The New Notes will be offered and sold only outside the United States in accordance with Regulation S under the Securities Act.

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The target market for the New Notes is (i) eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended), and (ii) eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, and all channels for distribution of the New Notes to eligible counterparties and professional clients are appropriate.