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
1 May 2025

NITROGÉNMŰVEK ZRT.
(THE “ISSUER”)
ANNOUNCES THE TERMINATION OF ITS 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”)

The Issuer hereby announces the termination of its consent solicitation in relation to its outstanding Notes (the “Consent Solicitation”).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”).

Termination of the Consent Solicitation and Cancellation of the Meeting

The Issuer hereby announces that it has terminated the Consent Solicitation as a result of having received votes against the Proposals by more than 25% of the outstanding principal amount of the Notes. Consequently, the Proposal has been withdrawn and the Meeting has been cancelled and will no longer be held. Any Notes in respect of which Electronic Voting Instructions have been submitted prior to this announcement will be unblocked in the relevant Direct Participant’s Clearing System account. The Issuer’s primary objective remains successfully delivering a maturity extension transaction of the Notes that supports a sustainable capital structure and ensures operational stability for the benefit of the Issuer, its Noteholders, and its creditors as a whole. Moreover, the Issuer continues to work with its working capital facility provider and has successfully negotiated an extension to the working capital facility. The facility continues to be available to be drawn by the Issuer, subject however to reaching an agreement on the extension of the maturity of the Notes. In the meantime, under the terms of the existing facility agreement, the outstanding balances of approximately €15m that were drawn under this facility have been extinguished through an automatic debit of the Issuer’s bank accounts that are secured in favour of the working capital facility provider.

Following the termination of the Consent Solicitation and subsequent impact on the Issuer’s available working capital and business operations, the board of directors of the Issuer must assess holistically all options available to it. Notwithstanding, the Issuer’s current intention is to pursue a constructive approach with its Noteholders and other creditors with a view to finding a solution to its near-term maturities. As such, the Issuer remains open to identifying a resolution that is acceptable
to all stakeholders and intends to make further announcements in this regard as soon as practicable.

Questions and further information in connection with the above termination may be directed to the Financial Advisor and 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. None of the Financial Advisor, the Trustee, the Security Trustee, the Principal Paying Agent, the Registrar, or the Information and Tabulation Agent take any responsibility for the contents of this announcement. 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.

1 May 2025