Yara International ASA

Credit Investor Presentation

1 November 2021

Disclaimer (1/2)

  • This presentation, together with its enclosures and any related oral presentations (the "Presentation"), are confidential and have been prepared by Yara International ASA (the "Company") with assistance of Danske Bank, Norwegian Branch (the "Manager") solely for use in connection with the contemplated offering of bonds by the Company. This Presentation has not been reviewed by or registered with any public authority or stock exchange and does not constitute a prospectus. Only the Company and the Manager are entitled to provide information in respect of matters described in this Presentation. Information obtained from other sources is not relevant to the content of this Presentation and should not be relied upon. By attending or receiving this presentation, you are agreeing to be bound by these restrictions. Any failure to comply with these restrictions may constitute a violation of applicable laws.
  • The Presentation and the information contained in this Presentation (the "Information") are confidential and may not be reproduced or redistributed in whole or in part, to any other person. The Presentation is for information purposes only and does not in itself constitute an offer to sell or issue or a solicitation of an offer to buy or acquire any of the securities described herein in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction.
  • The Information has been provided by the Company or obtained from publicly available sources or third party consultant reports and has not been independently verified. No representation or warranty express or implied is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the Information or any opinions contained herein. It is not the intention to provide, and you may not rely on these materials as providing, a complete or comprehensive analysis of the Company's financial or trading position or prospects. This Presentation speaks as of 1 November 2021. The Information and any opinions in this Presentation are provided as at the date of this Presentation and are subject to change without notice. Neither the delivery of this Presentation nor any further discussions of the Company with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date. None of the Company, the Manager or any of their respective affiliates, financial or other advisors or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of these materials or its contents or otherwise arising in connection with this Presentation.
  • An investment in the Company and the securities involves significant risk, and several factors could adversely affect the business, legal or financial position of the Company or the value of its securities. The recipient should carefully review the chapter "Risk Factors" in the Presentation for a description of certain of the risk factors that will apply to an investment in the Company's securities.
  • The distribution of this Presentation and any related oral presentation in other jurisdictions may be restricted by law and persons into whose possession this Presentation or any related oral presentation comes should inform themselves about, and observe, any such restriction. Any failure to comply with these restrictions may constitute a violation of the laws of any such other jurisdiction. The Information contained herein does not constitute investment, legal, accounting, regulatory, taxation or other advice.
  • Neither this Presentation nor any copy of it nor the Information is being issued, and nor may this Presentation nor any copy of it nor the Information be distributed directly or indirectly to or into Canada, Australia, Hong Kong, Japan or the United States of America, absent applicable exemptions from relevant registration requirements, or any other jurisdiction in which such distribution would be unlawful. These materials are not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation or which would require any registration or licensing within such jurisdiction.

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Disclaimer (2/2)

  • Neither the Company nor the Manager has authorised any offer to the public of securities or has undertaken or plans to undertake any action to make an offer of securities to the public requiring the publication of an offering prospectus, in any member state of the European Economic Area. This Presentation is only addressed to and directed at persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2 (E) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended) ("Qualified Investors"). in addition, in the United Kingdom, this Presentation is only communicated to persons who have professional experience, knowledge and expertise in matters relating to investments and are "investment professionals" for the purposes of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and only in circumstances where, in accordance with section 86(1) of the Financial and Services Markets Act 2000 ("FSMA") the requirement to provide an approved prospectus in accordance with the requirement under section 85 FSMA does not apply. Consequently, the recipient understands that the securities described herein (if any) may be offered only to "qualified investors" for the purposes of sections 86(1) and 86(7) FSMA, or to limited numbers of UK investors, or only where minima are placed on the consideration or denomination of securities that can be made available (all such persons being referred to as "Relevant Persons"). This Presentation must not be acted on or relied on in (i) the United Kingdom, by persons who are not Relevant Persons, nor (ii) in any member state of the European Economic Area, by persons who are not Qualified Investors.
  • IN RELATION TO THE UNITED STATES AND U.S. PERSONS, THIS PRESENTATION IS STRICTLY CONFIDENTIAL AND IS BEING FURNISHED SOLELY IN RELIANCE ON APPLICABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES DESCRIBED HEREIN (IF ANY) HAVE NOT AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS, UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT IS AVAILABLE. ACCORDINGLY, ANY OFFER OR SALE OF THE SECURITIES DESCRIBED HEREIN (IF ANY) WILL ONLY BE OFFERED OR SOLD (I) WITHIN THE UNITED STATES, OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS, ONLY TO QUALIFIED INSTITUTIONAL BUYERS ("QIBs") IN OFFERING TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING AND (II) OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN ACCORDANCE WITH REGULATION S. ANY PURCHASER OF SECURITIES IN THE UNITED STATES, OR TO OR FOR THE ACCOUNT OF U.S. PERSONS, WILL BE DEEMED TO HAVE MADE CERTAIN REPRESENTATIONS AND ACKNOWLEDGEMENTS, INCLUDING WITHOUT LIMITATION THAT THE PURCHASER IS A QIB.
  • The securities described herein may not be purchased by, or for the benefit of, persons resident in Canada. The securities described herein may not, subject to applicable Canadian laws, be traded in Canada for a period of four months and a day from the date such securities were originally issued.
  • This Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of Norwegian courts with Oslo district court (Nw: Oslo tingrett) as exclusive venue.

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Forward looking statements

  • Certain statements in this Presentation are forward-looking.Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes", "expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", and similar expressions. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions which could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements (including those described in the chapter "Risk Factors" in this Presentation). These include, among other factors, changing economic, business or other market conditions, changing political conditions and the prospects for growth anticipated by the Company's management. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. Statements contained in this presentation regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Presentation.

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1.3 Financial risks
I. Currency risk
II. Commodity risk, interest-raterisk and credit risk
1.4 HESQ risks
I. Health and safety
II. Personnel security risk III. Natural disasters

Summary of Risk Factors

Investing in bonds issued by Yara International ASA (the "Issuer") involves inherent risks. The risk factors below are a non-exhaustive summary of the risk factors included on pages 32-35 of this presentation.

RISKS RELATED TO THE ISSUER 1.1 Strategic risks

I. Nitrogen commodity fertilizer prices

II. Natural gas and other raw materials prices and availability

  1. Regulatory framework on production/application of nitrogen fertilizer

IV. Investments and integration

V. Political risk

1.2 Operational risks

  1. Production reliability

II.

Human capital

1.5 Sanctions and regulatory risks

I.

Business activities in various countries

III.

Supply chain

II.

Climate change legislation may have a material adverse effect on the Issuer's

IV.

Cyber risk / Information Security; Production Environment

industry

  1. Cyber risk / Information Security; Office Environment VI. Covid-19

RISK RELATED TO THE BONDS

  1. Liquidity risk
  1. Interest rate risk
  1. Market risk

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Disclaimer

Yara International ASA published this content on 01 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 November 2021 08:36:02 UTC.