Disclaimer

IMPORTANT NOTICE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (A) IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE “UNITED STATES” OR THE “U.S.”) OR TO ANY “U.S. PERSON” AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OTHER THAN A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) OR (B) IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

Confirmation of your representations: You have been sent the Consent Solicitation Memorandum (the “Memorandum”) at your request and on the basis that you have confirmed to the Lazard & Co. Ltd (the “Financial Advisor”), D.F. King Ltd. (the “Information and Tabulation Agent”) and Nitrogénművek Zrt. (the “Issuer”) that:

(a)            you are a holder or a beneficial owner of certain of the 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) issued by the Issuer (the “Notes”);

(b)           you shall not distribute or reproduce the Memorandum (in whole or in part) to third parties or otherwise make the Memorandum publicly available, and understand that failure to comply with this requirement may result in a violation of the laws and regulations of certain jurisdictions;

(c)            you are not a person to whom it is unlawful to send the Memorandum or to solicit consents from in respect of the consent solicitation described herein (the “Consent Solicitation”) under any other applicable law or regulation;

(d)           either: (i) you are a “Qualified Institutional Buyer” as defined in Rule 144A and are acting for your own account or for the account of another “Qualified Institutional Buyer” or (ii) you are not located or resident in the United States;

(e)            you are not, and any beneficial owner of any Notes you represent or are acting for the account or benefit of, in each case on a non-discretionary basis, is also not an EEA retail investor, where “EEA retail investor” means a person who is one (or both) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended or superseded, “MiFID II”) or (ii) a customer within the meaning of Directive 2016/97 (as amended or superseded, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II;

(f)             you are not, and any beneficial owner of any Notes you represent or are acting for the account or benefit of, in each case on a non-discretionary basis, is also not a UK retail investor, where “UK retail investor” means a person who is one (or both) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended (the “EUWA”) or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of United Kingdom domestic law by virtue of the EUWA;

(g)           you are not, and any beneficial owner of any Notes you represent or are acting for the account or benefit of, in each case on a non-discretionary basis, is also not resident and/or located in Belgium or, if resident and/or located in Belgium, are not a consumer within the meaning of Article I.1 of the Belgian Code of Economic Law (Wetboek van economisch recht/Code de droit économique), as amended;

(h)           you are not a Sanctions Restricted Person (as defined in the Memorandum); and

(i)             you consent to delivery of the Memorandum and any amendments or supplements thereto by electronic transmission to you.

This document has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic communication and consequently none of the Financial Advisor, the Information and Tabulation Agent, the Issuer, the Principal Paying Agent, the Registrar or the Trustee (each as defined in the Memorandum) or any person who controls such person, or, in each case, any director, officer, employee or agent of any such person or any affiliate of any such person, accepts any liability or responsibility whatsoever in respect of any differences or discrepancies between the Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Information and Tabulation Agent.