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Dec 22, 2025 12:00 PM

MC Brazil Downstream Trading S.À R.L. Announces Preliminary Results of Consent Solicitation Relating to Proposed Amendments to the Agreements Set Forth Below

THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE SUCH ANNOUNCEMENT

Agreement

CUSIP and ISIN Number(s) of Securities

Outstanding PrincipalAmount

Indenture

CUSIP Nos.: Rule 144A: 55292WAA8, Regulation S: L626A6AA2ISINs: Rule 144A: US55292WAA80, Regulation S: USL626A6AA24

1,641,975,914.00

ICA

N/A

N/A(1)

Accounts Agreement

N/A

N/A(1)

_________________________(1)   As of the Record Date, the Combined Exposure, which is used to calculate the ICA Special Majority Consent and the ICA Supermajority Consent, assuming that the Consent Date occurs prior to January 23, 2026, was equal to $1,644,291,191.97.

São Paulo, Brazil, Dec. 22, 2025 (GLOBE NEWSWIRE) -- MC Brazil Downstream Trading S.À R.L. (the "Company") announced today that it has received, on or prior to 12:00 p.m., New York City time, on December 19, 2025, the consents (including, without limitation, Consents of approx. 87.2% of the Outstanding Principal Amount of the Notes) necessary to effect (i) the Indenture-Related Proposed Amendments to the Indenture, and (ii) the LFA-Related Proposed Amendments to the LFA. As of such time and date, the Company was still in the process of obtaining the remaining consents (i.e., All Hedge Providers Consent) necessary to effect the ICA-Related Proposed Amendments to the ICA and the Accounts Agreement-Related Proposed Amendments to the Accounts Agreement.

As a result, (i) the Company and the Trustee have entered into the Supplemental Indenture, dated as of December 22, 2025, which effects the Indenture-Related Proposed Amendments in the Indenture, and (ii) the Guarantor, the LFA Agent, the LFA Offshore Collateral Agent, the LFA Onshore Collateral Agent and the LFA Participant Banks required for LFA Consent have entered into the LFA Amendment, dated as of December 19, 2025, which effects the LFA-Related Proposed Amendments. The Supplemental Indenture will become operative only upon the satisfaction or waiver, as applicable, of the Conditions, including payment of the Base Consent Payment or the Total Consent Payment, as applicable.  

Upon ...