Wintershall Dea successfully prices dual-tranche subordinated notes transaction

Wintershall Dea, Europe’s leading independent natural gas and oil company, has successfully priced its inaugural dual-tranche subordinated notes transaction comprising of Perpetual NC5.5 €650 million notes and Perpetual NC8.0 €850 million notes. The yields of the notes until the relevant first reset date are 2.5% and 3.0% per annum, respectively. The notes are expected to be rated Ba1 by Moody’s and BB+ by Fitch.

Net proceeds from the transaction will be used for repayment of senior debt and general corporate purposes.

Wintershall Dea CFO Paul Smith said:
„I am pleased with the outcome of our inaugural subordinated notes transaction. Following the unprecedented levels of volatility, the company continues to take prudent actions in its balance sheet management. This transaction allows us to de-lever and reaffirm our commitment to our financial policy framework.

Having a strong balance sheet is a core element of our strategy to deliver profitable growth in the energy transition going forward. I’d like to thank everyone who participated in our second successful capital markets transaction.”

Cautionary Statements

The securities referred to herein will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. State security laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the U.S. Securities Act.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, any securities to any person in Australia, Canada, Japan, or the United States of America or in any jurisdiction in which such offer or solicitation is unlawful. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or the United States of America or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or the United States of America. The offer and sale of the securities referred to herein has not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or the United States of America. There will be no public offer of the securities in any jurisdiction.

This announcement is an advertisement and does not, under any circumstances, constitute a public offering or an invitation to the public in connection with any offer within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”). The offer and sale of the securities were made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of securities.

Forward-looking statements and projections

Certain statements in this press release are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. No one undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. You should not place any undue reliance on forward-looking statements which speak only as of the date of this press release.

_{About Wintershall Dea}
_{Wintershall Dea is Europe’s leading independent natural gas and oil company with more than 120 years of experience as an operator and project partner along the entire E&P value chain. The company with German roots and headquarters in Kassel and Hamburg explores for and produces gas and oil in 13 countries worldwide in an efficient and responsible manner. With activities in Europe, Russia, Latin America and the MENA region (Middle East & North Africa), Wintershall Dea has a global upstream portfolio and, with its participation in natural gas transport, is also active in the midstream business.}

_{Wintershall Dea was formed from the merger of Wintershall Holding GmbH and DEA Deutsche Erdoel AG, in 2019. Today, the company employs around 2,800 people worldwide from over 60 nations.}