BG Energy - Notice of Adjourned Meeting (2029 N...

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTE HOLDERS. IF ANY NOTE HOLDER I S IN ANY DOUBT AS TO THE ACTION IT SHOULD TAKE OR IS UNSURE OF THE IMPACT OF THE IMPLEMENTATION OF THE EXTRAORDINARY RESOLUTION SET OUT IN THE NOTICE OF ADJOURNED MEETING (AS DEFINED BELOW ) , IT SHOULD SEEK ITS OWN FINANCIAL AND LEGAL ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM ITS BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.

BG ENERGY CAPITAL PLC
(incorporated with limited liability in England and Wales, with registered number 4222391 ;
LEI Number: S2M8QDKEE05NZN8JD460 )

(the “Issuer”)

NOTICE

to the holders of its outstanding

€ 800 ,000,000 2.250 per cent. Fixed Rate Notes due 21 November 2029

guaranteed by BG Energy Holdings Limited (the “Existing Guarantor”)

(the “Notes”)

ISIN / Common Code	Outstanding Principal Amount
XS1140054526 / 114005452	€800,000,000

The Issuer and the Existing Guarantor have today given notice (the “Notice of Adjourned Meeting”) that an adjourned meeting (the “AdjournedMeeting”) of the holders (the “Noteholders”) of the Notes convened by the Issuer and the Existing Guarantor will be held via teleconference on 11 January 2023 for the purpose of considering and, if thought fit, passing the resolution set out in the Notice of Adjourned Meeting.

The Notice of Adjourned Meeting (which sets out, among other things, the form of the resolution to be considered by the Noteholders at the Adjourned Meeting, background to the Adjourned Meeting and the related consent solicitation, and information in respect of voting at and the quorum requirements for the Adjourned Meeting) is attached.

This Notice is given by the Issuer and the Existing Guarantor.

Noteholders should contact the following for further information:

The Solicitation Agents

Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom Telephone: [phone] Attention: Liability Management Group Email: [e-mail]

RBC Europe Limited 100 Bishopsgate London EC2N 4AA United Kingdom Telephone: [phone] Attention: Liability Management Email: [e-mail]

The Tabulation Agent

Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom

Telephone: [phone]
Attention: Owen Morris
Email: [e-mail]
Website: https://deals.is.kroll.com/shell

Dated: 20 December 2022

Attachment

• BG Energy - Notice of Adjourned Meeting (2029 Notes)