Century Aluminum Company Closes Private Offering of Convertible Senior Notes; Announces Full Exercise of Initial Purchasers’ Option to Purchase Additional Convertible Senior Notes - Seite 2

In addition, holders of Notes may require Century to repurchase for cash all or any portion of their Notes in the event a “fundamental change” (as defined in the indenture governing the Notes) at a purchase price of 100% of their principal amount plus any accrued and unpaid interest. In connection with certain corporate events or if the Company calls any Notes for redemption, the Company will, under certain circumstances, increase the conversion rate for noteholders who elect to convert their Notes in connection with any such corporate event or convert their Notes called for redemption.

The initial conversion rate will be 53.3547 shares of Century’s common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $18.74 per share of Century’s common stock). The Notes will be convertible into cash, shares of Century’s common stock or a combination of cash and shares of Century’s common stock, at Century’s election.

Holders may convert all or any portion of their Notes at their option at any time prior to the close of business on the business day immediately preceding February 1, 2028 only upon satisfaction of specified conditions and during certain periods. On or after February 1, 2028 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes, in multiples of $1,000 principal amount, at the option of the holder regardless of these conditions.

In connection with the pricing of the Notes and the full exercise by the initial purchasers of their option to purchase additional notes, Century entered into capped call transactions with the initial purchasers or their respective affiliates (the “Option Counterparties”). The capped call transactions are expected generally to reduce the potential dilution to Century’s common stock upon any conversion of Notes and/or offset any cash payments Century may be required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap based on a cap price initially equal to $22.95, subject to certain adjustments under the terms of the capped call transactions.