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

1 August 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 “SUNs”)

AND THE REDEMPTION OF THE SUNs

Background

On 17 July 2025, the Issuer announced the commencement of an electronic consent in relation to its outstanding SUNs (the “Consent Solicitation”) to, among other things, 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 4 August 2025 being the Second Extended Maturity Date, provided that the SUNs are redeemed in full in accordance with the Supplemental Trust Deed on the Redemption Date (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.

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”).

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 31 July 2025 by Noteholders holding 88.94 per cent. of the aggregate principal amount of SUNs (which represented 100 per cent. of all instructions received on the Consent Solicitation).

As such, the Issuer announces that it has executed the Supplemental Trust Deed in order to give effect to the Proposals. The Issuer hereby announces that it will redeem the SUNs on the Redemption 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; and
• notes (the “SPV Notes”) issued by Nitrum Finance Designated Activity Company on the terms and conditions of the SPV Notes,

in an aggregate amount equal to the principal amount of all outstanding SUNs. Subject to the satisfaction of certain eligibility criteria specified in the Notice of Electronic Consent as determined by the Issuer, the Issuer expects that the Noteholders holding approximately 40.7 per cent. in principal amount of outstanding SUNs will be allocated the New Definitive Notes. All other Noteholders who are not allocated the New Definitive Notes (which is expected to be Noteholders holding approximately 59.3 per cent. in principal amount of outstanding SUNs) will be allocated the SPV Notes.

Noteholders should note that the SUNs will remain blocked in the relevant Clearing System and that such Clearing Systems will close settlement flags accordingly for all positions under the SUNs, restricting transfers thereof, until the Implementation Date, all in accordance with the normal operating procedures of such Clearing System.

The redemption of the SUNs described above is expected to take place on 14 August 2025. Please refer to the Notice of Electronic Consent for further information.

The Tabulation Agent

Questions and requests for assistance in connection with the foregoing 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.                                                                                  

1 August 2025