Disclaimer

IMPORTANT NOTICE

NOT FOR DISTRIBUTION INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (TOGETHER, THE “UNITED STATES”) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) (“U.S. PERSON”) OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached Consent Solicitation Memorandum (the “Consent Solicitation Memorandum”) and you are therefore required to read this disclaimer carefully before accessing, reading or making any other use of the Consent Solicitation Memorandum. By accessing the Consent Solicitation Memorandum, you agree (in addition to giving the representations below) to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from BofA Securities Europe SA or J.P. Morgan SE (together the “Solicitation Agents”) or D.F. King Ltd (the “Information and Tabulation Agent”) as a result of such access. Capitalised terms used but not otherwise defined in this disclaimer shall have the meaning given to them in the attached Consent Solicitation Memorandum.

NOTHING IN THE CONSENT SOLICITATION MEMORANDUM OR THE ELECTRONIC TRANSMISSION THEREOF CONSTITUTES OR CONTEMPLATES AN OFFER OF, AN OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO SELL SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION. THE NOTES (AS DEFINED BELOW), HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE NOTES MAY NOT BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.

THE CONSENT SOLICITATION MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED, IN WHOLE OR IN PART, TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE CONSENT SOLICITATION MEMORANDUM MAY ONLY BE DISTRIBUTED OUTSIDE THE UNITED STATES AND TO PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO SEND THE CONSENT SOLICITATION MEMORANDUM AND, IN PARTICULAR, SHOULD NOT BE FORWARDED INTO THE UNITED STATES, TO ANY U.S. PERSON (AS DEFINED ABOVE) OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE CONSENT SOLICITATION MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF APPLICABLE LAWS AND REGULATIONS OF THE UNITED STATES OR OTHER JURISDICTIONS.

Confirmation of your representation:

In order to be eligible to view the Consent Solicitation Memorandum or make an investment decision in respect of any of the Proposals (as defined below), you must be: (1) not a U.S. person; (2) located and resident outside the United States; and (3) otherwise able to participate lawfully in the invitation by Viterra Finance B.V. (the “Existing Issuer”) to holders of its outstanding (i) €700,000,000 1.00% notes due 24 September 2028 notes (ISIN: XS2389688875) (the “2028 Notes”) or (ii) 500,000,000 0.375% notes due 24 September 2025 (ISIN: XS2389688107) (the “2025 Notes” and, together with the 2028 Notes, the “Notes” and each series of Notes a “Series”) under a €5,000,000,000 Euro Medium Term Note Programme (the “Programme”) to receive and make use of this Consent Solicitation, on the terms and conditions set out in the attached Consent Solicitation Memorandum. The Consent Solicitation Memorandum was sent at your request and by accessing the Consent Solicitation Memorandum you represent to the Existing Issuer, the Solicitation Agents and the Information and Tabulation Agent that:

(i)                  you are a holder or a beneficial owner of Notes;

(ii)                the electronic mail address that you have given to us and to which the Consent Solicitation Memorandum has been delivered is not located in the United States;

(iii)              you are a person to whom it is lawful to send the Consent Solicitation Memorandum under applicable laws;

(iv)              you are not, and are not acting for the account or benefit of, a U.S. person or a person resident or located in the United States;

(v)                you are not a Sanctions Restricted Person (as defined in the Consent Solicitation Memorandum);

(vi)              you shall not pass on the Consent Solicitation Memorandum to any other person or otherwise make the Consent Solicitation Memorandum publicly available;

(vii)            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;

(viii)           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 UK domestic law by virtue of the EUWA;

(ix)              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 nondiscretionary basis, is also not a Swiss retail investor, where “Swiss retail investor” means a person who is a retail client as defined in Article 4(2) of the Swiss Financial Services Act;

(x)                you consent to delivery of the Consent Solicitation Memorandum to you by electronic transmission; and

(xi)              you have understood and agreed to the terms set forth in this disclaimer.

The Consent Solicitation Memorandum has been sent or otherwise delivered to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Existing Issuer, the Solicitation Agents nor the Information and Tabulation Agent (or any person who controls, or any director, officer, employee, agent or affiliate of, any such person) accepts any liability or responsibility whatsoever in respect of any difference between the Consent Solicitation Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Information and Tabulation Agent.

The communication of the Consent Solicitation Memorandum by the Existing Issuer and any other documents or materials relating to the Consent Solicitations is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of FSMA. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. Such documents and/or materials are only directed at and may only be communicated to (1) any person within Article 43(2) or Article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, which includes a creditor or member of the Existing Issuer, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated in circumstances where section 21(1) of FSMA does not apply.

You are otherwise reminded that the Consent Solicitation Memorandum has been delivered to you on the basis of the above representations and that you are a person into whose possession the Consent Solicitation Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located or resident and you may not, nor are you authorised to, deliver the Consent Solicitation Memorandum to any other person.

If you have recently sold or otherwise transferred your entire holding of the Notes, you should inform the Information and Tabulation Agent accordingly.

Restrictions: Nothing in this electronic transmission constitutes an offer to buy or the solicitation of an offer to sell securities in any jurisdiction.

The distribution of the Consent Solicitation Memorandum and the making of the Proposals in certain jurisdictions may be restricted by law. Persons into whose possession the Consent Solicitation Memorandum comes are required by the Existing Issuer, the Solicitation Agents and the Information and Tabulation Agent to inform themselves about, and to observe, any such restrictions.