NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (A) IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATED, ITS TERRITORIES AND POSSESIONS (THE “UNITED STATES”) OR (B) IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014

27 February 2025
Nitrogénművek Zrt.
Park Tower
53 Alkotas Street
Budapest
Hungary

Nitrogénművek Zrt. announces the terms of its proposed A&E transaction in respect of its SUNs due May-25

Noteholder Call
Further to the announcement by Nitrogénművek Zrt. (the “Company”) on 20 February 2025 that it will host a call with holders of its €200m 7.00 per cent Senior Unsecured Notes due May 2025 (the “SUNs”), the Company hereby announces that certain information that is intended to be provided to holders of the SUNs, to the extent not otherwise publicly available, including the terms of an amend and extend transaction (the “A&E Transaction”), is set out in the annex to this announcement and will shortly be published on the Company’s website at the following link.

A&E Transaction
Having carefully considered all available options, the Company intends in the near-term to solicit the consent of eligible holders of its SUNs to, among other things, extend the maturity date of its SUNs to 31 December 2028.

In return for an extension, holders of the SUNs will be compensated by:

- Receiving a 200 bpts coupon uplift, to be paid in kind;
- Receiving 100 bpts in consent fees (available to holders who approve by the relevant deadline stated in the Memorandum (as defined below));
- Eliminating restricted payments capacity and the tightening of the covenant package generally;
- The Company establishing a debt service reserve account to hold one interest payment in cash, such amount to be charged in favour of the holders of the SUNs, subject to required lender waivers; and
- Inclusion of a cash sweep mechanism.

The options available to the Company are materially limited due to the ongoing national punitive tax litigation, which is impacting the Company’s performance and necessitates the extension request by the Company.

The Company is awaiting a preliminary ruling from the CJEU on its ongoing litigation, which could have a material positive impact on its financial position.

The transaction as presented by the Company has significant upsides for all stakeholders through:

- Removing the near-term refinancing risk associated with the upcoming maturities of the SUNs;
- Providing sufficient maturity runway for the Company’s ongoing litigation to conclude;
- Creating a stable platform for the business to capitalise on improving macroeconomic fundamentals; and
- Positions the Company for growth, driven by improved product affordability and fertilizer demand.

The proposed A&E Transaction grants certainty to holders of the SUNs and the Company and should be seen as a credit-positive event. The Company requests the support of holders of its SUNs to consensually implement a comprehensive and value-preserving maturity extension.

For further information, please contact the Company’s financial adviser Lazard & Co., Ltd (project.nitrum@lazard.com) and its legal adviser Linklaters LLP (dlllnitrum@linklaters.com).

Nitrogénművek Zrt. is one of the leading nitrogen-based fertilizer producers and agricultural input-material distributor companies in Central European region, headquartered in Pétfürdő, Hungary. It represents the fertilizer production industry in Hungary which is an important EU industry in terms of turnover, employment and most importantly, its contribution to the agrifood sector.

_{Disclaimer
This announcement is made by Nitrogénművek Zrt. and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (“MAR”). For the purposes of MAR and the Implementing Technical Standards, this announcement is made by Zoltán Bige, Chief Strategy Officer and Member of the Board at the Company.}

_{This announcement is not for publication or distribution, directly or indirectly, in or into the United States. This announcement does not constitute or form part of, and should not be construed as, and may not be used in connection with, an offer for sale or subscription of, or a solicitation of any offer to buy or subscribe for, any securities of the Company or any other entity in the United States. The SUNs have not been, and will not be, registered under the United States Securities Act of 1933 (the “Securities Act”) and, accordingly may not be offered or sold, directly or indirectly, within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of securities is being made in the United States.}

_{Any decision to participate in any consent solicitation referred to in this announcement must be made solely and exclusively on the basis of the information (including any information incorporated by reference) in any consent solicitation memorandum (or other equivalent document) to be prepared by the Company (the “Memorandum”). The Memorandum will contain important information which should be read carefully before any decision is made with respect to any consent solicitation. This announcement may contain “forward looking statements” as that term is defined by the U.S. federal securities laws, relating to the Company’s and its subsidiaries’ businesses, financial condition and results of operations. The words such as “may”, “will”, “expect”, “anticipate”, “believe”, “estimate”, “foresee”, “intend”, “plan”, “continue” or the negatives of these terms or variations of them and similar words identify forward-looking statements. Forward-looking statements are not guarantees of future performance and the actual results of operations, financial condition, liquidity, prospects, growth and the development of the Company or the industry in which the Company operates, may differ materially from those made in or suggested by the forward-looking statements set out in this announcement. By their nature, forward looking statements are subject to numerous assumptions, risks and uncertainties. Accordingly, actual results may differ materially from those expressed or implied by the forward-looking statements. The Company cautions you not to place undue reliance on the statements, which speak only as of the date of this announcement. Except to the extent required by law, neither the Company, nor any of its respective agents, employees or advisors intends or has any duty or obligation to supplement, amend, update or revise any of the forward-looking statements contained in this announcement.}