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

16 May 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 “NOTES”)

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

As such, the Issuer is seeking the consent of the Noteholders to (i) waive any and all existing Events of Defaults 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 (the “Waiver”)  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 redeemed at their principal amount on 14 July 2025 (the “New Maturity Date”) in order to provide a stable platform for the Issuer to complete the discussions with the AHG, together with each of their advisors and implement a longer term maturity extension transaction, while minimising disruption to the Issuer's business operations.

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. The Issuer therefore continues to carry out discussions with the AHG to fine tune the details of the Revised Proposal.

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 16 May 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").

Procedure For Giving Consent

A Noteholder wishing to consent to the Resolution to implement the Waiver and the New Maturity Date must request that Euroclear and/or Clearstream, Luxembourg block the Notes credited to its account(s) whereupon such Noteholder may consent to the Resolution in accordance with the usual procedures of the Clearing Systems but must do so prior to 4.00 p.m. (London time) on 23 May 2025 (the “Expiration Time”).

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 Notes then outstanding in accordance with the procedures referred to herein, the Resolution shall be approved by way of Electronic Consent.

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:

D.F. KING LTD.
51 Lime Street
London EC3M 7DQ
United Kingdom

Email: Nitrogenmuvek@dfkingltd.com

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.

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.

16 May 2025