Disclaimer

IMPORTANT NOTICE

THIS INVITATION TO EXCHANGE IS AVAILABLE ONLY TO REGISTERED HOLDERS OF ELIGIBLE BONDS (AS DEFINED BELOW) THAT ARE NOT PENSION FUNDS (AS DEFINED BELOW) (“ELIGIBLE HOLDERS”). IF YOU HAVE TENDERED ELIGIBLE BONDS IN EITHER OF THE TWO PRIOR GHS-DENOMINATED INVITATIONS TO EXCHANGE BY THE GOVERNMENT OF GHANA IN 2023 (I.E., IN FEBRUARY 2023 (THE “FEBRUARY EXCHANGE”) OR IN AUGUST 2023 WITH RESPECT TO PENSION FUNDS (THE “PENSION FUND ALTERNATIVE OFFER”, AND TOGETHER WITH THE FEBRUARY EXCHANGE, THE “PRIOR DOMESTIC CEDI EXCHANGES”)) YOU ARE NOT ELIGIBLE TO TENDER IN THIS INVITATION TO EXCHANGE AND ARE NO LONGER AN ELIGIBLE HOLDER.  THE PURPOSE OF THIS INVITATION TO EXCHANGE IS TO PROVIDE THOSE HOLDERS WHO DID NOT PARTICIPATE IN EITHER OF THE PRIOR DOMESTIC CEDI EXCHANGES WITH THE OPPORTUNITY TO EXCHANGE THEIR ELIGIBLE BONDS FOR NEW TRANCHES (AS DEFINED BELOW).

Upon voluntarily tendering Eligible Bonds, the exchange consideration you will receive (including which New Tranches (as defined below) and their allocation per amount of principal tendered) will depend upon the category of Eligible Holder applicable to you. “Category A Holders” consist of Eligible Holders that are Collective Investment Schemes (as defined below) or natural persons below the age of 59 years old as of 1^st January 2023. “Category B Holders” consist of Eligible Holders that are natural persons 59 years old or older as of 1^st January 2023. “General Category Holders” consist of Eligible Holders that are not Category A Holders or Category B Holders, which may include corporate entities and financial institutions not contained within the definition of Collective Investment Schemes, but may not include Pension Funds. For purposes of the Invitation to Exchange, a “natural person” is a natural person who, in respect of the Eligible Bonds being tendered by such person, is registered as such (or with an equivalent term) in the records of the CSD (as defined below).

Other than with respect to the dates set forth herein and the payment of interest that has accrued since the February Exchange, the terms of the Invitation to Exchange are identical to the terms of the February Exchange. Notwithstanding this, we are restating the exchange memorandum in connection with the February Exchange in full.

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached document following this page. You are advised to read this disclaimer carefully before accessing, reading or making any other use of the attached document. In accessing the attached document, you agree to be bound by the following terms and conditions, including any modifications to them, any time you receive any information from the Republic (as defined in the attached document) or Morrow Sodali Limited as Information and Coordination Agent, as a result of such access.

Nothing in this document constitutes an offer of securities for sale in any other jurisdiction apart from Ghana. Any securities to be offered or sold have not been, and will not be, registered under the securities laws of any state or other jurisdiction.

You are not authorised to, and may not, forward or deliver the attached document, electronically or otherwise, to any other person or reproduce such document in any manner whatsoever. Any forwarding, distribution or reproduction of the attached document in whole or in part is unauthorised. If you have gained access to this transmission contrary to any of the foregoing restrictions, you are not authorised to access the attached document.

This Exchange Memorandum has been reviewed by the Ghana SEC (as defined below) and the Ghana SEC has issued a no objection to the Invitation to Exchange (as defined below) and the Exchange Memorandum on the basis that pursuant to section 3 (k) of the Ghana Securities Industry Act (as defined below) and Regulation 1 of the Securities and Exchange Commission Regulations invitations to the public made by the Government are exempt from approval of the Ghana SEC.

The Ghana SEC assumes no responsibility for the correctness of any statements made or opinions expressed in this Exchange Memorandum. The Ghana SEC has not verified the accuracy and truth of the contents of this Exchange Memorandum nor any other documents submitted to it, and the Ghana SEC will not be liable for any claim of any kind whatsoever.

Confirmation of your representation: In order to be able to view the attached document or make an investment decision with respect to the Invitation to Exchange described therein, investors must be an Eligible Holder. The attached document is being sent at your request and you shall be deemed to have represented to the Republic of Ghana that (1) you and any customers you represent are Eligible Holders and (2) you consent to delivery of the attached document and any amendments or supplements thereto by electronic or other transmission.

You are reminded that the attached document has been delivered to you on the basis that you are a person into whose possession the attached document may be lawfully delivered and you may not nor are you authorised to deliver the attached document, electronically or otherwise, to any other person. If you receive the attached document by e–mail, you should not reply by e–mail to this announcement. Any reply e–mail communications, including those you generate by using the “Reply” function on your e–mail software, will be ignored or rejected. If you receive the attached document by e–mail, your use of the e–mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.