OI European Group B.V.

IMPORTANT INFORMATION

The Offer is being made upon the terms and subject to the conditions set forth in this Offer to Purchase, and the accompanying notice of guaranteed delivery (the “Notice of Guaranteed Delivery” and, together with this Offer to Purchase, the “Tender Offer Documents”). This Offer to Purchase contains important information that holders of Notes (each, a “Holder” and, collectively, “Holders”) are urged to read before any decision is made with respect to the Offer. If you are in any doubt as to the action you should take, we recommend that you seek your own legal or financial advice, including as to any tax consequences, from your stockbroker, bank manager, attorney, solicitor, accountant or financial advisor. You are liable for your own taxes and have no recourse to the Company, the Trustee (as defined below), the Transfer Agent (as defined below), the Registrar (as defined below) or the Paying Agent (as defined below) with respect the Notes under the indenture, dated as of November 12, 2019, by and among OIEG, the guarantors party thereto, Deutsche Trustee Company Limited, as trustee (the “Trustee”), Deutsche Bank AG, London Branch, as principal paying agent (in such capacity, the “Paying Agent”) and transfer agent (in such capacity, the “Transfer Agent”), and Deutsche Bank Luxembourg S.A., as Luxembourg transfer agent and registrar (the “Registrar”) (as supplemented or amended to date, the “Indenture”), the Information Agent (as defined below), the Tender Agent (as defined below), the Dealer Managers (as defined below) or any of their respective affiliates, directors, officers, agents, attorneys or employees with respect to taxes arising in connection with the Offer. Any questions regarding procedures for tendering Notes or requests for additional copies of this Offer to Purchase and the Notice of Guaranteed Delivery should be directed to the Information Agent. Copies of this Offer to Purchase and the Notice of Guaranteed Delivery are available for Holders at the following Offer Website: https://www.dfkingltd.com/OI. 

Subject to applicable law and limitations described elsewhere in this Offer to Purchase, the Offer may be amended, extended or, upon failure of any condition described herein to be satisfied or waived, terminated individually at any time at or prior to the Expiration Date. We also reserve the right, in our sole discretion, subject to applicable law, to terminate the Offer at any time at or prior to the Expiration Date. The Offer is not is conditioned on any minimum amount of Notes being tendered. Notes that are accepted in the Offer will be purchased, retired and cancelled by us, and will no longer remain outstanding obligations of ours.

We will accept and pay for all validly tendered and not validly withdrawn Notes that are accepted for purchase by us. We reserve the right, in our sole discretion, to transfer or assign, in whole or from time to time in part, to one or more of our affiliates, the right to purchase all or any of the Notes tendered pursuant to the Offer, or to pay all or any portion of the Total Consideration and Accrued Coupon Payment for the Notes, or both of the foregoing, but any such transfer or assignment will in no way prejudice the rights of tendering Holders to receive payment for the Notes validly tendered and not validly withdrawn and accepted for purchase by us pursuant to the Offer or to receive the Total Consideration and Accrued Coupon Payment from us.