NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (A) IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATED, ITS TERRITORIES AND POSSESIONS (THE “UNITED STATES”) 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

5 March 2025
Nitrogénművek Zrt
Park Tower
53 Alkotas Street
Budapest
Hungary

Nitrogénművek Zrt. announces further engagement with holders of its SUNs, delaying the launch of its proposed A&E transaction

Nitrogénművek Zrt. (the “Company”) announced on 27 February 2025 that it intended in the near-term (expected to be 5 March 2025) to launch a consent solicitation of eligible holders of its €200m 7.00 per cent Senior Unsecured Notes due May 2025 (the “SUNs”) to, among other things, extend the maturity date of its SUNs to 31 December 2028 in return for significant economic benefits and structural enhancements for holders of its SUNs.

The fair, and equitable terms of the A&E Transaction remains the only viable option to preserve value for the holders of the SUNs and its creditors as a whole; however, in-light of noteholder feedback received, the Company will postpone the launch of its consent solicitation to collect additional feedback from, and provide further details in respect of the terms of the A&E Transaction originally proposed to, the holders of the SUNs (and their advisers).

The Company remains focused on finding a solution to its near-term maturities and will make further announcements in respect of the proposed consent solicitation as soon as practicable.

For further information, please contact the Company’s financial adviser Lazard & Co., Ltd (project.nitrum@lazard.com) and its legal adviser Linklaters LLP (dlllnitrum@linklaters.com).

Nitrogénművek Zrt. is one of the leading nitrogen-based fertilizer producers and agricultural input-material distributor companies in Central European region, headquartered in Pétfürdő, Hungary. It represents the fertilizer production industry in Hungary which is an important EU industry in terms of turnover, employment and most importantly, its contribution to the agri-food sector.

Disclaimer
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 Company.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States. This announcement does not 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 Company or any other entity in the United States. The SUNs have not been, and will not be, registered under the United States Securities Act of 1933 (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.

Any decision to participate in any consent solicitation referred to in this announcement must be made solely and exclusively on the basis of the information (including any information incorporated by reference) in any consent solicitation memorandum (or other equivalent document) to be prepared by the Company (the “Memorandum”). The Memorandum will contain important information which should be read carefully before any decision is made with respect to any consent solicitation.

This announcement may contain “forward looking statements” as that term is defined by the U.S. federal securities laws, relating to the Company’s and its subsidiaries’ businesses, financial condition and results of operations. The words such as “may”, “will”, “expect”, “anticipate”, “believe”, “estimate”, “foresee”, “intend”, “plan”, “continue” or the negatives of these terms or variations of them and similar words identify forward-looking statements. Forward-looking statements are not guarantees of future performance and the actual results of operations, financial condition, liquidity, prospects, growth and the development of the Company or the industry in which the Company operates, may differ materially from those made in or suggested by the forward-looking statements set out in this announcement. By their nature, forward looking statements are subject to numerous assumptions, risks and uncertainties. Accordingly, actual results may differ materially from those expressed or implied by the forward-looking statements. The Company cautions you not to place undue reliance on the statements, which speak only as of the date of this announcement. Except to the extent required by law, neither the Company, nor any of its respective agents, employees or advisors intends or has any duty or obligation to supplement, amend, update or revise any of the forward-looking statements contained in this announcement.