Purpose of the Procedure in Writing
The purpose of the Procedure in Writing is to amend the definition of the term “Change of Control” within the Offering Memorandum.
As previously announced (https://view.news.eu.nasdaq.com/view?id=1397801&lang=en, 31 October, 2025), the shareholders of the Issuer’s parent company CrossChem International SIA (hereinafter – CCI) are currently considering a potential rebalancing of their respective shareholdings, with Ričards Andersons potentially increasing the participation in CCI (without the involvement of any new shareholders).
The purpose of the proposed amendments is to permit the existing shareholders of CCI – Ričards Andersons and Jana Muzičenko – to acquire influence directly or indirectly in the Issuer that grants the right to cast or control the casting of more than 50% of the total votes exercisable at a general meeting of the Issuer’s shareholders, without such acquisition being deemed a “Change of Control” within the meaning of the Offering Memorandum.
Voting Conditions
The Issuer invites the Noteholders to support the proposed amendments to the Offering Document. Those Noteholders who are registered in Nasdaq CSD as Noteholders on 12 November 2025 are entitled to participate in the voting.
Noteholders are invited to submit duly completed and signed voting forms no later than 21 November 2025 at 17:00 (Riga time), by submitting them via e-mail to board@crosschem.lv, or delivering by post, courier, or by hand to the address Naftaluka, Olaines pag., Olaines nov., LV-2127, Latvia.
If, as a result of the voting, the proposed amendments to the Offering Memorandum are approved, the Issuer undertakes to pay, within ten (10) business days after the publication of the Issuer’s notice confirming the approval of the amendments, to each Noteholder who, according to the Nasdaq CSD list, is a Noteholder on 12 November 2025 and who has voted “FOR”, an amendment approval fee in the amount of 0.35% (zero point three five percent) of the total nominal value of the Notes held by the respective Noteholder. For tax purposes, the amendment approval fee shall be treated as interest income, and the Issuer shall make the payment net of applicable withholding taxes.
The Application for Receipt of Noteholders’ Consent, which includes detailed information regarding participation and voting deadlines, the proposed amendments to the Offering Memorandum, the voting form, and the power of attorney form, are available in the attachment.
CrossChem is a 100% Latvian company, which is part of CrossChem International - the world's largest, independent network of AdBlue® manufacturers. The company's business is based on the production and distribution of sustainable and environmentally friendly chemical products, as well as the provision of services related to the circulation and storage of chemical goods.