Noteholder voting 2021/2026 Notes

Disclosure of inside information pursuant to Art. 17 of Regulation (EU) No 596/2014

Bondholders approve all proposed resolutions by the company with the required majority

Luxembourg, 18 March 2024 – AGRI RESOURCES GROUP S.A. (the “Company”) announces that according to the notary public acting as chairman of the vote, the voting without meeting regarding the 2021/2026 Notes (ISIN: DE000A287088, WKN: A28708) (the “Notes”) within the period from 13 March (0:00 hours) until 15 March 2024 (24:00 hours) reached the required quorum of 50% of the outstanding Notes.

Notes with a nominal value of EUR 27,205,000 took part in the vote on the Company’s proposed resolutions (agenda items 1 – 5) at the voting without meeting, which corresponds to a presence of 54.41% which is above the required quorum of at least 50%. Participating noteholders passed the following resolutions with the required relevant majority of the votes cast:

• Item 1: Extension of the term of the Notes by two years until 17 March 2028 (approval of 95.96%);
• Item 2: Resolution on the retention of interest until repayment (approval of 95.83%);
• Item 3: Resolution on the adjustment of provisions for early redemption under the Notes (approval of 95.92%);
• Item 4: Resolution on the adjustment of events triggering an event of default (Section 10 (1) (1) and Section 10 (1) (d) of the terms and conditions of the Notes; deletion of the reason for cancellation pursuant to Section 10 (1) (f) of the terms and conditions of the Notes and adjustment of Section 10 (1) (g) of the terms and conditions of the Notes (approval of 95.87%); and
• Item 5: Resolution on the deletion of certain undertakings of the Issuer pursuant to Section 11 (1) and Section 11 (3) (1) and (2) of the terms and conditions of the Notes (approval of 95.88%).

Item 6, which was added to the agenda by supplemental motion of a noteholder and which comprised a resolution for the appointment of a noteholder’s representative reached a quorum of 52.65% (EUR 26,327,000 of notes present) but was not adopted as 97.57% voted against this supplemental motion.

The Company will now continue to facilitate its new business strategy going forward.

For further information:

AGRI RESOURCES GROUP S.A.

– Investor Relations –
28, Avenue Marie Thérèse, L-2132 Luxembourg,
Grand Duchy of Luxembourg
E-Mail: info@agri-resources.com

Upon request of any Noteholder, who participated in the vote without meeting of Agri Resources Group S.A. from 13 March 2024 to 15 March 2024, a copy of the notarial record on the vote without meeting along with its annexes, will be submitted to such Noteholder within the time period of one year after expiry of the voting period. Within the time period of one month after announcement of the resolutions of the vote without meeting, a copy of the list of participants of the vote without meeting will be submitted to such Noteholder, upon request of any Noteholder provided that an adequate proof of ownership in text form (§ 126b BGB) in the form of a confirmation of the depository bank confirming the requesting person’s ownership of one or more note(s) of the Bond of Agri Resources Group S.A. must be attached to the request.