IMPORTANT NOTICE

IMPORTANT: You must read the following disclaimer before continuing. The notice on this page applies to the Consent Solicitation Memorandum (the “Memorandum”) following this page, whether received by email or otherwise received as a result of electronic communication and you are therefore advised to read this page carefully before reading, accessing or making any other use of the Memorandum. In reading, accessing or making any other use of the Memorandum, you agree to be bound by the terms and conditions on this page, including any modifications to them from time to time and any information you receive from Lazard Frères SAS (the “Financial Advisor”), Morrow Sodali Limited (the “Information and Tabulation Agent”), Kondor Finance plc (the “Issuer”) or National Joint Stock Company “Naftogaz of Ukraine” (the “Borrower” or “Naftogaz”) at any time.

THIS DOCUMENT (WHICH EXPRESSION WHEN USED IN THIS NOTICE INCLUDES THE MEMORANDUM) IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the contents of the Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including in respect of any tax consequences.

Confirmation of your representations: You have been sent the Memorandum at your request and on the basis that you have confirmed to the Financial Advisor, the Information and Tabulation Agent, the Issuer and the Borrower that:

(a)        you are a holder or a beneficial owner of certain of the U.S.$335,000,000 7.375 per cent. Loan Participation Notes due 2022 (ISIN: XS2027393938) and/or U.S.$500,000,000 7.625 per cent. Loan Participation Notes due 2026 (Rule 144A ISIN: US50050MAB19; Reg S ISIN: XS2077601610), in each case issued by the Issuer for the sole purpose of financing a loan to the Borrower;

(b)        you shall not pass on the Memorandum to third parties or otherwise make the Memorandum publicly available;

(c)        you are not a person to whom it is unlawful to send the Memorandum or to solicit consents from in respect of the consent solicitation described herein (the “Consent Solicitation”) under any other applicable law or regulation;

(d)        you consent to delivery of the Memorandum and any amendments or supplements thereto by electronic transmission to you;

(e)        you have understood and agree to the terms set forth herein; and

(f)         you are not a Sanctions Restricted Person (as defined in the Memorandum).          

THE MEMORANDUM HAS NOT BEEN FILED WITH OR REVIEWED BY ANY SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENCE IN THE RELEVANT COUNTRY.

You are reminded that the Memorandum has been delivered to you on the basis that you are a person into whose possession the Memorandum may lawfully be delivered in accordance with the laws of the jurisdiction in which you are located and/or resident and you may not, nor are you authorised to, deliver the Memorandum, electronically or otherwise, to any other person.

The distribution of the Memorandum in certain jurisdictions may be restricted by law and persons into whose possession the Memorandum comes are requested to inform themselves about, and to observe, any such restrictions. No action has been or will be taken in any jurisdiction in relation to the Consent Solicitation that would permit a public offering of securities.

The materials relating to the Consent Solicitation do not constitute, and may not be used in connection with, an offer or consent solicitation in any place where offers or consent solicitations are not permitted by law. This document has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic communication and consequently none of the Financial Advisor, the Information and Tabulation Agent, the Borrower, the Issuer, the Principal Paying Agent, the Registrar or the Trustee (each as defined in the Memorandum) or any person who controls such person, or, in each case, any director, officer, employee or agent of any such person or any affiliate of any such person, accepts any liability or responsibility whatsoever in respect of any differences or discrepancies between the Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Information and Tabulation Agent.

THE MEMORANDUM MAY NOT BE DOWNLOADED, FORWARDED OR DISTRIBUTED, IN WHOLE OR IN PART, TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER THAT WOULD BE IN CONTRAVENTION OF ANY APPLICABLE LAWS. FAILURE TO COMPLY WITH THIS REQUIREMENT MAY RESULT IN A VIOLATION OF THE APPLICABLE LAWS AND REGULATIONS OF THE RELEVANT JURISDICTIONS.

Nothing in this electronic transmission constitutes or contemplates an offer to buy or the solicitation of an offer to sell securities in the United States or in any other jurisdiction.

The Memorandum contains important information which should be read carefully before any decision is made with respect to the Consent Solicitation. If any holder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant, independent financial adviser authorised under the Financial Services and Markets Act 2000 (the “FSMA”) (if in the United Kingdom) or other appropriately authorised financial adviser. 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 Consent Solicitation.

The communication of the Memorandum by the Issuer and any other documents or materials relating to the Consent Solicitation 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 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. Such documents and/or materials are only directed at and may only be communicated to (1) any person within Article 43(2) or Article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, which includes a creditor or member of the Issuer, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated in circumstances where section 21(1) of the FSMA does not apply.

Forward-Looking Statements

This document may contain “forward looking statements” as that term is defined by the U.S. federal securities laws, relating to the Borrower’s and its subsidiaries’ businesses, financial condition and results of operations. You can find many of these statements by looking for words such as “may”, “will”, “expect”, “anticipate”, “believe”, “estimate”, “foresee”, “intend”, “plan”, “continue” or the negatives of these terms or variations of them and similar words used in this Memorandum.

By their nature, forward looking statements are subject to numerous assumptions, risks and uncertainties. Accordingly, actual results may differ materially from those expressed or implied by the forward looking statements. The Borrower cautions readers not to place undue reliance on the statements, which speak only as of the date of this Memorandum.

The cautionary statements set forth above should be considered in connection with any subsequent written or oral forward looking statements that the Borrower or persons acting on the Borrower’s behalf may issue. The Borrower does not undertake any obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward looking statements to reflect events or circumstances after the date of this Memorandum. Such forward‑looking statements involve known and unknown risks, uncertainties and other important factors beyond the Borrower’s control that could cause the actual results, performance or achievements of the Borrower to be materially different from future results, performance or achievements expressed or implied by such forward‑looking statements. Such forward‑looking statements are based on numerous assumptions regarding the Borrower’s present and future business strategies and the environment in which the Borrower will operate in the future. The Borrower expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward‑looking statements contained herein to reflect any change in the Borrower’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.

All future written and verbal forward-looking statements attributable to the Borrower or any person acting on the Borrower’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. New risks and uncertainties arise from time to time, and it is impossible for the Borrower to predict these events or how they may affect us. Readers are cautioned not to place undue reliance on these forward-looking statements. Except to the extent required by law, neither the Borrower, nor any of its respective agents, employees or advisors intends or has any duty or obligation to supplement.

---