PT83 Rep Ghana 37a

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS NOTICE OR THE MEMORANDUM (AS DEFINED BELOW).

22 October 2024

THE REPUBLIC OF GHANA

NOTICE OF SETTLEMENT AND OF HOLDING PERIOD ARRANGEMENT AND CASH PROCEED ARRANGEMENT IN CONNECTION WITH GHANA'S EUROBOND EXCHANGE OFFER

The Republic of Ghana ("Ghana"), acting through its Ministry of Finance, announces the commencement on 22 October 2024 of the Holding Period (as defined below) related to its recently concluded Eurobond Exchange Offer and Consent Solicitation (together, the "Invitation") on the terms and subject to the conditions set forth in the Invitation Memorandum dated 5 September 2024 (the "Invitation Memorandum"), available by accessing the Transaction Website (https://projects.sodali.com/ghana), subject to eligibility confirmation and registration. Terms used in this announcement but not defined herein have the respective meanings given to them in the Invitation Memorandum.

Notice of Settlement of Exchange Offer

In connection with the Issue Date of 9 October 2024,

(i)         all of Ghana's Eurobonds covered by the Invitation as listed on Table A below  (the "Old Notes") were exchanged pursuant to the Exchange Offer and were subsequently cancelled,

(ii)        those Holders who submitted (and did not subsequently withdraw) valid Electronic Consents, Exchange Instructions or Proxy Instructions certifying their status as Eligible Holders by 5:00 p.m. (New York City time) on 30 September 2024 (the "Expiration Deadline") received Consideration pursuant to the terms of the Invitation Memorandum,

(iii)       the Custodian (as defined in the Invitation Memorandum) received the relevant portion of the Consideration and, where applicable, the Consent Fee regarding Holders of Old Notes that (a) failed to submit Consent Instructions, Exchange Instructions and/or Eligibility Certifications certifying their status as Eligible Holders by or before the Expiration Deadline ("Non-Participating Holders") or (b) did so submit by certifying their status as Ineligible Holders instead ("Ineligible Holders"),

(iv)       those Eligible Holders who submitted (and did not subsequently withdraw) valid Consent Instructions by the Early Consent Deadline received their applicable share of the Consent Fee, and

(v)        the World Bank Guarantee was accelerated in full and terminated, and the World Bank Payment was distributed to holders of the 2015 WB-Guaranteed Notes.

Further, on 11 October 2024, Ghana completed the First Amortisation Payment on the Down Payment New Notes and Post-Default Interest New Notes, and the First Special Consideration Payment on the Short-Term Disco New Notes, Long-Term Disco New Notes and Long-Term Par New Notes.

Eligibility to Receive Consideration Pursuant to Holding Period Arrangement

If any Non-Participating Holder submits a Holding Period Instruction certifying their status as Eligible Holder at or prior to 5:00 p.m. (New York City time) on 9 December 2024 (which is the first Business Day following 60 calendar days after the Issue Date) (the "Holding Period Termination Deadline" and the period from the Issue Date up to the Holding Period Termination Deadline, the "Holding Period"), the Consideration to which such Eligible Holders are entitled, which for purposes of the Holding Period Arrangement consist only of Par New Notes (see Table B below showing for indicative purposes only the Old Notes-to-Par New Notes exchange ratio pursuant to the Exchange Offer), together with any payments of principal and interest paid on the relevant New Notes since the Issue Date and held by the Custodian, will be delivered, subject to the terms and conditions of the Invitation Memorandum, to the relevant Direct Participants in the relevant Clearing System on behalf of such Holder on 16 December 2024 (which is the fifth Business Day following the Holding Period Termination Deadline) (the "New Notes Holding Period Distribution Date").

Requirements for Holding Period Instruction

Non-Participating Holders must submit (or arrange to have submitted on their behalf) Holding Period Instructions in accordance with the following requirements:

Euroclear / Clearstream New Notes

In order to submit a Holding Period Instruction, Direct Participants must submit (and not subsequently withdraw) an electronic instruction through the relevant Clearing System at or prior to the Holding Period Termination Deadline specifying that it is submitted on behalf of a beneficial owner who was an Eligible Holder of Old Notes as of the Issue Date and that is either (a) outside of the united states or (b) either accredited investors or QIBs, or, if located in the EEA, is a qualified investor as defined in the Prospectus Regulation or

DTC New Notes

In order to submit Holding Period Instructions, DTC Direct Participants must submit (and not subsequently withdraw) an Agent's Message through ATOP (each as defined in the Invitation Memorandum) at or prior to the Holding Period Termination Deadline specifying that it is submitted on behalf of a beneficial owner who was an Eligible Holder of Old Notes as of the Issue Date and that is (a) either an accredited investor or QIBs and (b) if located in the EEA, a qualified investor as defined in the Prospectus Regulation

Non-Participating Holders may only submit Holding Period Instructions in respect of principal amounts of the relevant minimum denomination of the relevant Series of Notes and the relevant integral multiple in excess thereof with respect to each Series of Notes. A separate Holding Period Instruction must be submitted on behalf of each individual beneficial owner of Old Notes that is subject to the Holding Period. The minimum denomination of the relevant Series of Old Notes is as per the Invitation Memorandum (see Table A below).

Cash Proceeds Arrangement for Ineligible Holders and those that Fail to Certify Eligibility during Holding Period

In respect of:

(i)         Ineligible Holders that submitted (or arranged to have submitted on their behalf) a valid Consent Instruction at or prior to the Expiration Deadline and which certified that they are Ineligible Holders, and

(ii)        Non-Participating Holders that fail to submit (or arrange to have submitted on their behalf) a Holding Period Instruction certifying that they are Eligible Holders at or prior to the Holding Period Termination Deadline,

the New Notes that such holders would have otherwise received pursuant to the Exchange Offer had they participated in the Exchange Offer and certified their eligibility, will be sold by the Custodian or Ghana, as the case may be, in one or more transactions (each, a "Sale") as soon as reasonably practicable following the Holding Period Termination Deadline and expected on the fifth Business Day following the completion of all relevant Sales (the "Substitute Consideration Distribution Date"). Such Non-Participating Holders and Ineligible Holders will be subject to the Cash Proceeds Arrangement.

Relevant Ineligible Holders will also receive on the Substitute Consideration Distribution Date any Consent Fees to which they are entitled if they submitted a valid Consent Instruction before the Early Consent Deadline pursuant to the Invitation and that is held by the Custodian. Such Consent Fees will be delivered through the relevant Clearing Systems to the Direct Participants on behalf of the relevant Ineligible Holders.

The sale of the New Notes pursuant to the Cash Proceed Arrangement will be conducted on the best terms reasonably available in the open market at the time of the sale. The proceeds from these sales will be in cash, and while Non-Participating Holders that failed to certify their eligibility during the Holding Period and Ineligible Holders (the "Cash Proceed Arrangement Holders") will not receive the Second Special Consideration Payment, the value of the sale proceeds is expected to reflect the accrued value of that payment. The proceeds of these Sales, net of any costs, fees, and taxes (the "Net Cash Proceeds"), will be held for the benefit of such holders until all relevant Sales are completed after the Holding Period Termination Deadline.

On the Substitute Consideration Distribution Date each Cash Proceed Arrangement Holder will receive its pro rata share of the Net Cash Proceeds of the Sale of the Consideration and the First Special Consideration Payment (on the Long-Term Par New Notes) that such holders would have otherwise received pursuant to the Invitation, together with any payments of principal and interest paid on the New Notes subject to such Sales since the Issue Date and held by the Custodian (the "Substitute Consideration"). Cash Proceed Arrangement Holders will also receive on the Substitute Consideration Distribution Date any Consent Fee to which they may be entitled pursuant to the Invitation and held by the Custodian. The Substitute Consideration and the applicable Consent Fee will be delivered through the relevant Clearing Systems to the Direct Participants on behalf of the Cash Proceed Arrangement Holders.

The Net Cash Proceeds may be less than the nominal value of the New Notes due to market conditions and the volume of New Notes sold. Ghana will have no obligation to make any payments beyond the Substitute Consideration (and any Consent Fee, if applicable), and payment of this amount will fully satisfy Ghana's obligations under the Exchange Offer.

Neither Ghana, the Custodian, nor the Information and Tabulation Agent will be liable for any errors or delays in the delivery of the New Notes, the Substitute Consideration or the Consent Fee (if applicable) by any Direct Participant in the Clearing System, or any intermediary responsible for the delivery thereof. No additional payments will be made in the event of any delay.

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Table A-Old Notes

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Table B - The Par Menu Exchange Ratio

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This announcement is released by the Republic of Ghana, represented by its Ministry of Finance, and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of Regulation (EU) 596/2014, including as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, encompassing information relating to the Exchange Offer and the Consent Solicitation described above.

This notice only includes certain terms of the Exchange Offer and Consent Solicitation and a complete description of the terms and conditions of the Exchange Offer and the Consent Solicitation is set out in the Invitation Memorandum. Holders must refer to the Invitation Memorandum for further details on the Exchange Offer and the Consent Solicitation and for details regarding their participation, the New Notes and settlement.

Any questions regarding the terms of the Invitation may be directed to the Dealer Managers or to the Information and Tabulation Agent at the addresses and telephone numbers specified below:

Dealer Managers

Disclaimer

This announcement must be read in conjunction with the Invitation Memorandum. No offer or invitation to acquire or sell any securities is being made pursuant to this announcement. The Dealer Managers do not take responsibility for the contents of this announcement.