th
Meeting of the 10
thSession of the Board of Directors
The 12
th Meeting of the 10
thSession of the Board of Directors of ADAMA Ltd.(hereinafter referred to as the “Company”) was held via circulation of the resolution onMay 27, 2025 (with the unanimous consent of all the directors, the notice time limit ofthis meeting was exempted). Six directors were entitled to participate in the circulationand six directors participated.The meeting complies with all relevant laws and regulations as well as the Articles ofAssociation of the Company. The following resolution was deliberated and adopted:
1. Proposal on Bonds Buyback Plan of the Company’s Overseas Wholly-ownedSubsidiaryTo improve the Company's debt structure and reduce the overall financing costs of theCompany, the Board of Directors approves a buyback plan to purchase certain bonds(“Bonds”) listed by ADAMA Agricultural Solutions Ltd. (the Company’s wholly-owned subsidiary, hereinafter referred to as “Solutions”) in the consideration of up toUSD 300 million (“Buyback Plan”) under which Solutions or its subsidiary adopts andperforms the buyback plan of part of the Bonds either on the Tel-Aviv Stock Exchangeor off-market based upon the market conditions.
The Company and all members of its board of directors hereby confirm that allinformation disclosed herein is true, accurate and complete with no false ormisleading statement or material omission.Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2025-22
The maximum price per Bond is ILS 1.466, and the term of bonds buyback shall be oneyear following the adoption of this resolution by the Board. The funding sources for thebonds buyback include internal sources and/or unutilized loans/credit facilities frombanks/related parties.The Board further agrees to authorize the management of Solutions to make decisionand enter into documents and arrangements in relation to such Buyback Plan performedthrough Solutions, as well as other matters relating to the management of the above-mentioned Bonds.This proposal was passed with 6 affirmative votes, 0 negative votes, and 0 abstentions.The Company’s Specialized Meeting of Independent Directors was held to considerthis proposal and issued approval opinion.It is hereby announced.
Board of Directors of ADAMA Ltd.
May 28, 2025