Certain Ordinary Shares of ADNOC Gas plc are subject to a Lock-Up Agreement Ending on 14-MAR-2024. These Ordinary Shares will be under lockup for 377 days starting from 3-MAR-2023 to 14-MAR-2024.

Details:
Pursuant to the terms of an underwriting agreement among the Company, the Selling Shareholder and the Joint Bookrunners (the ?Underwriting Agreement?), we and the Selling Shareholder (in the case of the Selling Shareholder, subject to certain exceptions), which held approximately 95% of the Shares immediately prior to the Offering, have contractually agreed, for a period of twelve (12) months after the Closing Date, subject to certain exceptions: directly or indirectly, issue, offer, pledge, sell, contract to sell, sell or grant any option, right, warrant, or contract to purchase, exercise any option to sell, purchase any option or contract to sell, or lend or otherwise transfer or dispose of, directly or indirectly, any Offer Shares, or securities convertible or exchangeable into or exercisable for any Offer Shares or warrants or other rights to purchase Offer Shares or any security or financial product whose value is determined directly or indirectly by reference to the price of the Offer Shares, or file any registration statement under the Securities Act or any similar document with any other securities regulator, stock exchange, or listing authority with respect to any of the foregoing; (b) enter into any swap, or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Offer Shares, in each case, whether any such transaction is to be settled by delivery of Offer Shares or other securities, in cash or otherwise; or (c) publicly announce such an intention to effect any such transaction, in each case, without the prior written consent of the Joint Global Coordinators, such consent not to be unreasonably withheld or delayed. 40 46027748.1 Classification://Confidential Pursuant to a share transfer instrument between ADNOC and TAQA (the ?Share Transfer Instrument?), TAQA has agreed that, subject to certain exceptions, during a period from the date of the Share Transfer Instrument up to and including the date falling 12 months after the date of Listing, it will not, without the prior written consent of ADNOC, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce an offer of any Shares they have acquired under the Share Transfer Instrument (or any interest therein in respect thereof) or enter into any transaction with the same economic effect as any of the foregoing.