THE DISTRIBUTION OF THIS NOTICE IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW AND PERSONS INTO WHOSE POSSESSION THIS NOTICE COMES ARE REQUIRED TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.

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

11 July 2025

NITROGÉNMŰVEK ZRT.
(THE “ISSUER”)

ANNOUNCES THE RESULTS OF THE ELECTRONIC CONSENT IN RELATION TO ITS OUTSTANDING

EUR 200,000,000 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

On 16 May 2025, the Issuer announced the commencement of an electronic consent in relation to its outstanding Notes (the “First Electronic Consent”) to, among other things, (i) waive any and all existing Events of Default or Potential Events of Default in relation to the non-payment of principal of the Notes which were due and payable on 14 May 2025 under the Trust Deed and the Conditions and (ii) assent to the extension of the maturity date of the Notes by a period of 60 days such that the Notes shall be due and payable at their principal amount together with accrued and unpaid interest on 14 July 2025 (the “First Extended Maturity Date”) (together, the “Interim Modifications and Waivers”).

On 30 May 2025, the Issuer announced the Extraordinary Resolutions giving effect to the Interim Modifications and Waivers came into effect on 2 June 2025.

On 4 July 2025, the Issuer announced the commencement of a second electronic consent in relation to its outstanding Notes (the “Second Electronic Consent”) to, among other things, (i) waive any and all existing Events of Default or Potential Events of Default in relation to the non-payment of principal of the Notes which were due and payable on the First Extended Maturity Date under the Trust Deed and the Conditions (the “Waiver”) and (ii) assent to the extension of the maturity date of the Notes by a period of 20 days such that the Notes shall be due and payable at their principal amount together with accrued and unpaid interest on 4 August 2025 (the “Second Extended Maturity Date”).

Unless the context otherwise requires, capitalised terms used in this announcement shall bear the meanings given to them in the Notice of Electronic Consent dated 4 July 2025 prepared by the Issuer (the “Notice of Electronic Consent”).

Results of the Electronic Consent

The Issuer announces that, pursuant to the Notice of Electronic Consent, the Extraordinary Resolution was passed by way of Electronic Consent on 11 July 2025.

As such, the Issuer announces that it shall execute an amendment deed, which amends the Terms and Conditions in respect of the Notes to provide for the Waiver and to implement the Second Extended Maturity Date.

Extension under the Transaction Support Agreement

On 28 May 2025, the Issuer announced that it had entered into a Transaction Support Agreement with, among others, the AHG.

In order to provide the Issuer, its advisors and the AHG advisors with the additional time necessary to implement the documentation required to implement the Revised Proposal, the Issuer has also agreed with the Super Majority Consenting Creditors to extend the “Long Stop Date” (each as defined therein) to 4 August 2025, or such other later date as may be agreed in writing (e-mail being sufficient) by each of the Issuer and the Super Majority Consenting Creditors.

The Tabulation Agent

Questions and requests for assistance in connection with the foregoing may be directed may be directed to the Tabulation Agent.

The Tabulation Agent is:

GLAS Specialist Services Limited

 55 Ludgate Hill Level 1 West London EC4M 7JW, United Kingdom

Email: nitrum@glas.agency

Disclaimers

This announcement must be read by Noteholders in conjunction with the Notice of Electronic Consent.

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.                                                                                  

11 July 2025