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

17 July 2025

NITROGÉNMŰVEK ZRT.
(THE “ISSUER”)

COMMENCES AN ELECTRONIC CONSENT 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 “SUNs”)

On 15 May 2025 the Issuer announced that it believes that an agreement has been reached with the ad hoc group (“AHG”) and certain other beneficial owners representing greater than 75 per cent. of the SUNs regarding the key commercial terms of a revised proposal to extend the maturity date of the SUNs (the “Revised Proposal”).

On 16 May 2025, the Issuer announced the commencement of an electronic consent in relation to its outstanding SUNs 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 SUNs 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 SUNs by a period of 60 days such that the SUNs 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 “First Interim Modifications and Waivers”).

On 30 May 2025, the Issuer announced the Extraordinary Resolution giving effect to the First Interim Modifications and Waivers had been passed by way of electronic consent on 30 May 2025. The First Interim Modifications and Waivers came into effect on 2 June 2025.

In order to provide the Issuer, its advisors and the AHG advisors with the additional time necessary to finalise the documentation required to implement the Revised Proposal, on 4 July 2025, the Issuer announced the commencement of an electronic consent in relation to its outstanding SUNs to, (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 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”) (together, the “Second Interim Modifications and Waivers”).

On 11 July 2025, the Issuer announced the Extraordinary Resolution giving effect to the Second Interim Modifications and Waivers had been passed by way of electronic consent on 11 July 2025. The Second Interim Modifications and Waivers came into effect on 11 July 2025.

Following further discussions with the AHG to fine tune the details of the Revised Proposal, the Issuer is pleased to announce the commencement of a consent solicitation in relation to its outstanding SUNs (the “Consent Solicitation”), where it is inviting Eligible Noteholders to consider and, if thought fit, approve certain modifications to the SUNs Conditions and related documents of the SUNs (together the “Modifications”), and in particular, to provide that the Noteholders direct the Trustee to (the “Proposals”):

• enter into a supplemental trust deed (the “Supplemental Trust Deed”) to implement the Modifications;
• waive any events of default that may arise as a result of a failure to repay the SUNs on the Second Extended Maturity Date, provided that the SUNs are redeemed in full in accordance with the Supplemental Trust Deed on the Redemption Date (as defined below) (the “Waiver”); and
• to do all such acts and things as may be necessary, desirable or expedient in its sole opinion to carry out and to give effect to the Proposals and the implementation of the Modifications and the Waiver.

If the Proposals are approved by Noteholders and implemented, the Issuer will be required to redeem the SUNs on the Second Extended Maturity Date and the consideration for such redemption including any accrued interest that would be payable on or prior to that date shall be satisfied by the Issuer redeeming the SUNs with:

• senior secured definitive notes (the “New Definitive Notes”) issued by the Issuer on the terms and conditions of the New Definitive Notes (the “New Definitive Notes Conditions”); and
• notes (the “SPV Notes”) issued by Nitrum Finance Designated Activity Company (the “SPV Issuer”) on the terms and conditions of the SPV Notes,

in an aggregate amount equal to the principal amount of all outstanding SUNs. 

Unless Noteholders elect to receive New Definitive Notes, as redemption consideration, they will receive SPV Notes as redemption consideration when the SUNs are redeemed on the Redemption Date with SPV Notes.

Only certain Eligible Noteholders will have the option to elect to receive New Definitive Notes instead of SPV Notes.

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 17 July 2025 prepared by the Issuer (the “Notice of Electronic Consent”), which shall be made available to Noteholders via Euroclear Bank SA/NV ("Euroclear") and/or Clearstream Banking S.A. ("Clearstream, Luxembourg") (the "Clearing Systems").

Rationale for the Proposals

The Issuer’s primary objective in connection with the Proposals is to implement the Revised Proposal. To this end, the Issuer proposes to amend the redemption provision contained in the SUNs Conditions in order to allow the Issuer to redeem all, but not some only, of the SUNs, on such date fixed for redemption (the "Redemption Date") for either New Definitive Notes or SPV Notes.

The overarching purpose is to successfully deliver a maturity extension of the Issuer’s existing debt that supports a sustainable capital structure and ensures operational stability for the benefit of the Issuer, its Noteholders, and its creditors as a whole.

Procedure for giving consent to the Proposals

A Noteholder wishing to consent to the Resolution (and as a result, give effect to the Proposals)  must request that Euroclear and/or Clearstream, Luxembourg block the SUNs credited to its account(s) whereupon such Noteholder may consent to the Resolution in accordance with the usual procedures of Euroclear and/or Clearstream, Luxembourg but must do so prior to 4.00 p.m. (London time) on 31 July 2025 (the “Expiration Time”). Noteholders may only submit electronic voting instructions in respect of no less than the minimum denomination of EUR100,000 and may thereafter be submitted in integral multiples of EUR1,000.

As soon as practicable after the Expiration Time, the Information and Tabulation Agent, will provide to the Issuer and BNY Mellon Corporate Trustee Services Limited (as Trustee), details of the Noteholder consents received as of the Expiration Time.

Subject to consent to the Resolution being obtained from Noteholders holding not less than 75 per cent. in nominal amount of the SUNs then outstanding in accordance with the procedures referred to herein, the Resolution shall be approved by way of Electronic Consent.

Consent Fee and Noteholder Fee

Consent Fee

Any Noteholder who submits a valid Electronic Consent on or before the Expiration Time may be eligible on the terms set out in the Notice of Electronic Consent (and to the extent permitted by applicable laws and regulations) to receive an amount in cash (Euro) equivalent to 1.00% of the principal amount of the SUNs in respect of which the relevant Noteholder submits an Electronic Consent in favour of the Resolution (as defined below) (the “Consent Fee”).

Noteholders that wish to be eligible to receive the Consent Fee must make the necessary arrangements on or before the Expiration Time to submit a valid Electronic Consent in respect of the Resolution (which is not subsequently revoked).

Noteholder Fee

Any Eligible Noteholder who elects to receive New Definitive Notes and is determined by the Issuer (solely based on the eligibility criteria specified in the section titled “The New Definitive Notes” in the Notice of Electronic Consent)) that they are eligible to receive the New Definitive Notes will be eligible on the terms set out in the Notice of Electronic Consent (and to the extent permitted by applicable laws and regulations) to receive a fee (payable in equal instalments) equal to 0.375 per cent. (the “Noteholder Fee”) of the principal amount of New Definitive Notes held by them on each of the Interest Payment Dates (as such term is defined in the New Definitive Notes Conditions) of the New Definitive Notes occurring on 31 December 2025, 30 June 2026, 31 December 2026 and 30 June 2027.

The Consent Fee and the Noteholder Fee shall only be payable if the Proposals are passed by the requisite number of Noteholders and the Proposals implemented.

Expected timetable

Event		Date
Launch of consent solicitation		17 July 2025
Expiration Time: Latest time and date Noteholders can confirm their acceptance of the terms of the Resolution		4.00 p.m. (London time) on 31 July 2025
Announcement of results in respect of the Proposals		On or shortly after 31 July 2025
Implementation Date and Redemption Date If the Extraordinary Resolution is passed, the redemption of the SUNs by the Issuer and the execution of the (i) Supplemental Trust Deed and (ii) the relevant bond documentation and security documents in relation to the New Definitive Notes and the SPV Notes.		As soon as reasonably practicable after the Extraordinary Resolution has been passed, expected to take place on 14 August 2025
Payment of the Consent Fee Where payable, payment of the Consent Fee to the eligible Noteholders.		No later than the fifth Business Day following the Implementation Date.
Payment of the Noteholder Fee Where payable, payment of the Noteholder Fee to the eligible Noteholders		On each of the Interest Payment Dates of the New Definitive Notes occurring on 31 December 2025, 30 June 2026, 31 December 2026 and 30 June 2027

The above times and dates are subject to the right of the Issuer (subject to applicable law and as provided in the Notice of Electronic Consent) to extend, re-open, amend, waive any condition of and/or terminate the Proposals.

The Information and Tabulation Agent

Questions and requests during the course of the Electronic Consent for assistance in connection with the delivery of electronic voting instructions or otherwise in connection with the voting process may be directed to the Information and Tabulation Agent.

The Information and 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 for Electronic Consent. This announcement and the Notice for Electronic Consent contain important information which should be read carefully before any decision is made with respect to the Electronic Consent.

In accordance with normal practice, neither BNY Mellon Corporate Trustee Services Limited (as Trustee) nor GLAS Trustees Limited (“GLAS”), as the proposed new trustee in respect of both the New Definitive Notes and the SPV Notes, expresses any opinion as to the merits of the Resolution, the Modifications, the Proposals or the Consent Solicitation (which neither of them have been involved in negotiating). Each of the Trustee and GLAS has, however, authorised it to be stated that, on the basis of the information set out in this announcement, neither of them has an objection to the Resolution, the Modifications and the Proposals being submitted to the Noteholders for their consideration. Neither the Trustee nor GLAS makes any representation that all relevant information has been disclosed to Noteholders in this announcement. Accordingly, each of the Trustee and GLAS urges Noteholders who are in any doubt as to the impact of the implementation of the Resolution to seek their own independent professional advice.

No responsibility or liability is or will be accepted by the Trustee or by GLAS in relation to the accuracy or completeness of this announcement or any other written or oral information made available to any person receiving this announcement or its advisers and any such liability is expressly disclaimed.

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.

17 July 2025