NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (A) IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE “UNITED STATES” OR THE “U.S.”) OR TO ANY “U.S. PERSON” AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OTHER THAN A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) 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.

Nitrogénművek Zrt.
LEI Number - 5493001ZER6R9IYAUY93

16 April 2025

NITROGÉNMŰVEK ZRT.
(THE “ISSUER”)

COMMENCES A CONSENT SOLICITATION IN RELATION TO ITS OUTSTANDING

EUR200,000,000 7.00 PER CENT. NOTES DUE 2025
(REGULATION S ISIN: XS1811852521 / REGULATION S COMMON CODE: 181185252 / RULE 144A ISIN: XS1811853172 / RULE 144A COMMON CODE: 181185317)

(THE “NOTES”)

Background and Rationale for the Consent Solicitation

Following its announcement on 14 April 2025, the Issuer is pleased to announce the commencement of a consent solicitation in relation to its outstanding Notes (the “Consent Solicitation”) to, among other things, consensually amend and extend its Notes due 14 May 2025 through to 30 June 2028.

Unless the context otherwise requires, capitalised terms used in this announcement shall bear the meanings given to them in the Consent Solicitation Memorandum dated 16 April 2025 prepared by the Issuer (the “Memorandum”). The Memorandum will be made available to Eligible Noteholders on the website operated by the Information and Tabulation Agent at https://clients.dfkingltd.com/nitrogenmuvek for Eligible Noteholders (the “Consent Website”). The Memorandum contains the full terms of the Proposal (as defined below), which is summarised in this announcement.

As stated in its announcement on 14 April 2025, discussions with the ad hoc group (the “AHG”) and certain other holders which the Issuer understands are aligned with the AHG and which hold in aggregate approximately 70 per cent. of its Notes, ceased without concluding on a specific agreement between the AHG and the Issuer.

The Issuer believes it has reached the limits of what it can reasonably and responsibly provide and, accordingly, has decided to proceed with the Consent Solicitation, which in the Issuer’s view, meets the key requests of the AHG, namely (i) reinstatement of the Notes at par; (ii) provision of security, subject to certain waivers being obtained; (iii) an extension of its Notes through to 30 June 2028; (iv) an increased interest rate and early bird consent fee; (v) tightened covenants, including enhanced governance, reporting and information provisions; (vi) inclusion of a cash sweep mechanism; and (vii) engagement with, and cost cover, for the AHG’s advisors as well as due diligence performed of the Issuer’s business plan, all as more fully described in the Extraordinary Resolution.

The Issuer’s recent financial performance and capital structure have been heavily impacted by the punitive ETS Taxation Measures imposed by the Hungarian Government, while the broader macroeconomic environment has not been supportive in managing the resulting financial pressure. The Issuer believes it is well positioned to take advantage of the expected market recovery with natural gas prices easing and fertiliser demand recovering, while it maintains its market leading position in Hungary and Central Eastern Europe. This is supported by recent trading performance, which has seen the Issuer generate volume and revenue sales materially ahead of its budget (by approximately 13 per cent.), leading to significant EBITDA generation during the first quarter of 2025 of approximately EUR25 million (including impact of punitive ETS Taxation Measures of approximately EUR10 million).

At the same time, the Issuer’s current management is well positioned to continue to pursue its legal claims against the ETS Taxation Measures, and the ultimate success of these claims will be key to business recovery. The Issuer has determined that the best implementable option to address its current capital structure is to extend the Notes through to June 2028. The Proposal would therefore provide the Issuer with sufficient maturity runway to continue its challenge of the ETS Taxation Measures through the Hungarian and European courts.

The Issuer believes that failure to implement the Proposal would put the Issuer into an unsustainably difficult financial position as it would not be able to meet its obligations to repay the Notes at maturity. There is a risk that this would, in turn, lead to an obligation to seek protection under the applicable insolvency regime, which the Issuer believes would be both value-destructive to the business and its prospects, as well as detrimental to the ability of the Noteholders to recover amounts owed to them. The highly uncertain outcome of a Hungarian insolvency process is further compounded by the strategic importance of the Issuer’s facilities to Hungary, which may lead the government to adopt special measures under the strategic company insolvency regime. See “Risk Factors—If the Proposal is rejected, the Issuer may be forced into an unpredictable and destructive insolvency process” in the Memorandum. 

The Issuer views the Proposal as a fair and equitable transaction with material movement by the Issuer towards the AHG, in particular given the provision of improved economics and security, which provides downside protection to the Noteholders.

The full rationale and related disclosure are included in the Memorandum.

Summary of the Proposal

The following summary is provided solely for the convenience of Noteholders. This summary is not intended to be complete and is qualified in its entirety by the more detailed information contained in the Memorandum, including under the heading “The Consent Solicitation”, and in the Supplemental Trust Deed, the Supplemental Agency Agreement and the Security Documents. Noteholders should review the entire Memorandum, the Supplemental Trust Deed, the Supplemental Agency Agreement and the Security Documents, which are available for inspection, before making a decision whether to submit an Electronic Voting Instruction.

The Issuer is soliciting the consent of Eligible Noteholders on the terms and subject to the conditions set out in the Memorandum, by way of Extraordinary Resolution at a Meeting (including any adjourned Meeting), to, among other things:

• the inclusion of a new Condition 3 summarising the Security to be granted by the Issuer in favour of (i) the Security Trustee, on trust for and on behalf of itself, the Noteholders and the other Secured Creditors and (ii) the Security Trustee as parallel debt creditor, in each case on the terms of the Trust Deed and the Security Documents, as Security for the Secured Liabilities. The assets that will be secured in favour of Noteholders (subject to certain consents being obtained) are comprised of inventory, trade receivables and amounts standing to the credit of certain bank accounts of the Company. According to the Company’s management accounts prepared as at February 2025, the total approximate value of the Security is greater than €100,000,000;
• the modification of the current Condition 5(a) such that the Maturity Date be deferred from 14 May 2025 to 30 June 2028;
• the modification of the current Condition 4 such that the rate at which the Notes bear interest, from and including 14 May 2025, be increased from 7.00 per cent. per annum to 9.00 per cent. per annum, with interest payable on 31 December 2025 and semi-annually in arrear on 30 June and 31 December thereafter in each year and further that, from and including 14 May 2025, the payment of interest in respect of the Notes shall be satisfied by the Issuer by the payment of cash and/or payment-in-kind by increasing the Prevailing Principal Amount of each Note;
• the modification of the current Condition 3 to tighten the negative pledge and the other covenants, including the improvement of information provision to Noteholders;
• the modification of the current Condition 5(c) to permit the Issuer to redeem Notes pursuant to Condition 5(c) in part;
• the modification of the current Condition 5 to require the Issuer to carry out Mandatory Redemptions using any Excess Cash Amounts, provided that the Issuer shall not be required to apply Excess Cash Amounts in excess of EUR25 million in any financial year of the Issuer for such purposes; and
• consequential or related amendments to the transaction documents for the Notes and the entry into the Security Documents,

all as more fully described in the Extraordinary Resolution (the “Proposal”).

Consent Conditions

Notwithstanding anything else contained in this announcement or any other document in connection with the Consent Solicitation, the implementation of the Proposal and the Extraordinary Resolution is conditional on the following conditions:

• the Consent Solicitation not having been terminated in accordance with the provisions for such termination set out under the section headed “The Consent Solicitation – Amendment and Termination of the Consent Solicitation and the Proposal” in the Memorandum;
• the quorum required for, and the requisite majority of votes cast at, the Meeting (including any adjourned Meeting) being satisfied by Eligible Noteholders, irrespective of any participation at the Meeting (including any adjourned Meeting) by Ineligible Noteholders (the “Eligibility Condition”); and
• receipt by the Issuer of any required waivers under the Issuer’s Credit Facilities (defined in the terms and conditions set out in the Supplemental Trust Deed existing on 16 April 2025 to grant the Security,

the “Consent Conditions”.

Any determination by the Issuer concerning the conditions set forth above (including whether or not any such condition has been satisfied) will be final and binding upon all parties.

If passed, and subject to satisfaction of the Eligibility Condition and the other Consent Conditions, the Extraordinary Resolution shall be binding on all Noteholders, whether or not they participated or voted or abstained at the Meeting. If the Extraordinary Resolution is passed and the Eligibility Condition and other Consent Conditions are satisfied, the Issuer intends to implement the Proposal.

Early Consent Fee

A Noteholder will only be eligible to receive the Early Consent Fee (being an amount equal to 1.00 per cent. as a percentage of the principal amount of the Notes) if the Extraordinary Resolution is passed, the Consent Conditions have been satisfied and subject to receipt by the Information and Tabulation Agent of such Noteholder’s Electronic Voting Instruction through which they instructed the Registered Holder to appoint the Information and Tabulation Agent (or its representative) as its proxy to attend the Meeting (and any adjourned Meeting) and to vote in favour of the Extraordinary Resolution by the Early Voting Deadline, being 4.00 p.m. (London time) on 30 April 2025 (such time and date as the same may be extended or amended in the sole and absolute discretion of the Issuer, and subject to the right of the Issuer to amend, extend, re-open, withdraw and/or terminate the Consent Solicitation) and not having been subsequently revoked in the limited circumstances permitted as described in the Memorandum.

A Noteholder that submits or delivers Electronic Voting Instructions which are received by the Information and Tabulation Agent after the Early Voting Deadline will not be eligible to receive any Early Consent Fee.

The Meeting

The Issuer has determined that the Meeting (and any adjourned Meeting) will be held electronically via video conference (or, in the event a video conference is unavailable, via telephone conference call) rather than physically and, in accordance with the provisions of the Trust Deed, has requested that the Trustee concur with the Issuer in prescribing appropriate regulations that have been determined by the Issuer regarding the holding of the Meeting (and any adjourned Meeting) via video conference (or, in the event a video conference is unavailable, via telephone conference call). Accordingly, the Meeting (and any adjourned Meeting) will not be convened at a physical location. Any Noteholder who requires information as to the applicable Virtual Meeting Regulations may contact the Information and Tabulation Agent using the contact details included herein.

None of the Trustee, Security Trustee, Principal Paying Agent or Registrar shall have any involvement in operating or monitoring the Virtual Meeting Regulations and has no responsibility for the security, efficacy, robustness or operation of any technology systems utilised by the Issuer to operate the meeting or for the safeguarding of any confidential or personal information supplied to the Issuer under or in connection with the Meeting and shall have no liability in respect thereof.

The notice convening the Meeting at 11:30 a.m. (London time) on 8 May 2025 at which the Extraordinary Resolution to approve the Proposal and its implementation will be considered and, if thought fit, approved, was delivered on 16 April 2025 to the Clearing Systems for communication to Noteholders. A copy of the notice is set out in Appendix A (Notice of Meeting) to the Memorandum.

Expected Timetable of Events

This is an indicative timetable showing possible outcomes for the timing of the Consent Solicitation based on the dates appearing in the Memorandum and which will depend, among other things, on timely receipt (and non-revocation, if relevant) of Electronic Voting Instructions, the rights of the Issuer (where applicable) to amend, extend, re-open, withdraw and/or terminate the Consent Solicitation as described in the Memorandum and the passing of the Extraordinary Resolution (and satisfaction of the Consent Conditions). Accordingly, the actual timetable may differ significantly from the indicative timetable below.

Event	Expected Dates and Times
Commencement of the Consent Solicitation Launch announcement is published on the website of Euronext Dublin and submitted to the Noteholders through the Clearing Systems, and the Consent Website, https://clients.dfkingltd.com/nitrogenmuvek. The notice convening the Meeting of Noteholders is published on the website of Euronext Dublin and submitted to the Noteholders through the Clearing Systems. Certain documents (including the Memorandum) are made available for inspection.	16 April 2025
Early Voting Deadline The deadline for receipt by the Information and Tabulation Agent of a valid Electronic Voting Instruction in favour of the Extraordinary Resolution in order for a Noteholder to be eligible to receive the Early Consent Fee is the Early Voting Deadline, being 4.00 p.m. (London time) on 30 April 2025 (such time and date as the same may be extended or amended in the sole and absolute discretion of the Issuer, and subject to the right of the Issuer to amend, extend, re-open, withdraw and/or terminate the Consent Solicitation). A Noteholder that submits or delivers Electronic Voting Instructions which are received by the Information and Tabulation Agent after the Early Voting Deadline will not be eligible to receive any Early Consent Fee. The payment of the Early Consent Fee is subject to the terms and conditions of the Memorandum, including the Extraordinary Resolution being passed and the Consent Conditions having been satisfied.	4:00 p.m. (London time) on 30 April 2025
Voting Deadline The deadline for receipt by the Information and Tabulation Agent of Electronic Voting Instructions to participate in the Consent Solicitation is the Voting Deadline, being 4:00 p.m. (London time) on 5 May 2025 (such time and date as the same may be extended or amended in the sole and absolute discretion of the Issuer, and subject to the right of the Issuer to amend, extend, re-open, withdraw and/or terminate the Consent Solicitation).	4:00 p.m. (London time) on 5 May 2025
Meeting The Meeting is expected to be held at 11:30 a.m. (London time) on 8 May 2025 (subject to the Consent Solicitation not having been terminated in accordance with the provisions for such termination set out under the section headed “The Consent Solicitation – Amendment and Termination of the Consent Solicitation and the Proposal” of the Memorandum) and will be held electronically via video conference (or, in the event a video conference is unavailable, via telephone conference call).	11:30 a.m. (London time) on 8 May 2025
Announcement of the results of the Meeting Announcement of the results of the Meeting, including whether the Extraordinary Resolution is passed and the Eligibility Condition and the other Consent Conditions have been satisfied published on the website of Euronext Dublin and submitted to the Noteholders through the Clearing Systems. A copy of the announcement will be made available on the Consent Website operated by the Information and Tabulation Agent at  , and the Consent Website, https://clients.dfkingltd.com/nitrogenmuvek  for Eligible Noteholders. If the Extraordinary Resolution is passed and the Consent Conditions satisfied, execution of the Supplemental Trust Deed, the Supplemental Agency Agreement and the Security Documents.	As soon as reasonably practicable after the Meeting
Payment of the Early Consent Fee Where payable, payment of the Early Consent Fee to the Noteholders.	No later than the fifth Business Day following the date on which the Supplemental Trust Deed is executed by the Issuer, the Trustee and the Security Trustee, the Supplemental Agency Agreement is executed by the Issuer, the Trustee, the Principal Paying Agent and the agents named therein and the Security Documents are executed.

Only Direct Participants may submit Electronic Voting Instructions. Each Noteholder that is not a Direct Participant must arrange for the Direct Participant through which such Noteholder holds its Notes to submit an Electronic Voting Instruction on its behalf to the relevant Clearing System. The deadlines set by any broker, dealer, commercial bank, custodian, trust company, intermediary or Clearing System may be earlier than the deadlines specified in the Memorandum and each Noteholder should contact any such broker, dealer, commercial bank, custodian, trust company or intermediary through which it holds its Notes as soon as possible to ensure proper and timely delivery of Electronic Voting Instructions.

The Financial Advisor and the Information and Tabulation Agent

Questions and requests during the course of the Consent Solicitation for assistance in connection with (i) the Proposal and/or the Consent Solicitation may be directed to the Financial Advisor and (ii) the delivery of Electronic Voting Instructions or otherwise in connection with the voting process may be directed to the Information and Tabulation Agent, in each case the contact details for whom are set out below.

The Financial Advisor is:

LAZARD & CO. LTD
50 Stratton Street
London W1J 8LL
United Kingdom

Email: project.nitrum@lazard.com

The Information and Tabulation Agent is:

D.F. KING LTD.
51 Lime Street
London EC3M 7DQ
United Kingdom

Consent Website: https://clients.dfkingltd.com/nitrogenmuvek

Email: Nitrogenmuvek@dfkingltd.com

Disclaimers

This announcement must be read by Noteholders in conjunction with the Memorandum. This announcement and the Memorandum contain important information which should be read carefully before any decision is made with respect to the Proposal.

Noteholders must make their own decision with regard to submitting Electronic Voting Instructions. None of the Financial Advisor, the Trustee, the Security Trustee, the Principal Paying Agent, the Registrar or the Information and Tabulation Agent makes any recommendation in connection with the Consent Solicitation. None of the Financial Advisor, the Trustee, the Security Trustee, the Principal Paying Agent, the Registrar or the Information and Tabulation Agent expresses any views as to the merits of the Proposal or the Extraordinary Resolution.

In accordance with accepted and normal practice, none of the Financial Advisor, the Trustee, the Security Trustee, the Principal Paying Agent, the Registrar, or the Information and Tabulation Agent express any opinion on, and makes no representations as to the purpose or merits of the Proposal, the Consent Solicitation or the Extraordinary Resolution. Furthermore, the Trustee makes no assessment of the impact of the proposal presented to Noteholders on the interests of the Noteholders either as a class or as individuals and makes no recommendation as to whether consents to the Proposal should be given, but the Trustee does not object to the amendments and modifications referred to in the Extraordinary Resolution and Extraordinary Resolution itself being put to Noteholders for their consideration. Accordingly, any Noteholder who is in doubt as to the impact of the implementation of the Proposal, the Consent Solicitation or the Extraordinary Resolution should seek their own legal, tax and financial advice.

The Proposal has been formulated by the Issuer. None of the Information and Tabulation Agent, the Principal Paying Agent, the Registrar, the Trustee or the Security Trustee nor any of their affiliates has been involved in the formulation of the Proposal and none of them accepts any responsibility or liability for the sufficiency or adequacy of the Proposal (including that all relevant information and main risks have been disclosed to Noteholders in or pursuant to the Memorandum and/or the notice convening the Meeting of Noteholders) or the legality, validity or enforceability of the Proposal. None of the Financial Advisor, the Information and Tabulation Agent, the Principal Paying Agent, the Registrar, the Trustee or the Security Trustee nor any of their affiliates makes any recommendation to Noteholders as to whether or not to agree to the Proposal and to vote in favour of or against or abstain from the Extraordinary Resolution as set out in the Proposal.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States. Neither this announcement nor the Memorandum 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 Issuer or any other entity in the United States or elsewhere. The Notes have not been, and will not be, registered under 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. The distribution of the Memorandum may nonetheless be restricted by law in certain other jurisdictions. Persons into whose possession the Memorandum comes are required to inform themselves about, and to observe, any such restrictions.

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 Issuer.

This announcement is given by the Issuer.

16 April 2025