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

14 April 2025

Nitrogénművek Zrt.

Park Tower

53 Alkotas Street

Budapest

Hungary

Nitrogénművek Zrt. announces update in respect of its proposed A&E Transaction

Recently, Nitrogénművek Zrt. (the “Company”) engaged in discussions with an ad hoc group (the “AHG”) representing approximately 70 per cent. of its EUR200,000,000 7.00 per cent. Notes due 2025 (the “Notes”) regarding the possible amendment of the Notes to, among other things, extend the maturity date of the Notes to 2028 (the “A&E Transaction”). The negotiations included the Company providing the AHG with an updated proposal which included the following terms:

• Reinstatement of the Notes at par;
• Collateral over ~€100m receivables and inventory, subject to certain waivers being obtained;
• An extension of the Notes’ maturity date to 30 June 2028;
• Coupon of 7.00 per cent. in cash and 2.00 per cent. PIK and early bird consent fee of 1.00 per cent.;
• Tightened restricted payments basket and improved information provision, including quarterly reporting and independent review of affiliate transactions;
• Cash Sweep to return capital to Bondholders from the earlier to occur of the (i) the conclusion of the CO2 tax litigation and (ii) 18 months after implementation of the A&E Transaction; and
• Cost coverage for AHG advisors and due diligence performed of the Company’s business plan.

As at today, those discussions have now ceased without concluding on a specific agreement between the AHG and the Company.

The Company’s preliminary estimates as to its performance for the quarter ending 31 March 2025 include that the Company witnessed strong demand for its product as revenue generated was ~13 per cent. ahead of budget and EBITDA before CO2 Taxes increased materially quarter on quarter to ~€35m.

The Company believes it has reached the limits of what it can reasonably and responsibly offer. Accordingly, it has decided to proceed with the consent solicitation to seek approval from the holders of the Notes for the A&E Transaction on such terms (including the terms mentioned above) as set forth in the consent solicitation memorandum in relation to such consent solicitation, allowing bondholders to independently assess the proposal and make their final decision.

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 agri-food 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 Notes 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.