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Yara prices debut US dollar green notes offering

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Oslo, 8 November 2022: Yara International ASA today priced its debut offering of USD 600 million 7.378% Green Notes due 2032 (the “Notes”). The Notes will be issued pursuant to Rule 144A/Regulation S.

Yara intends to allocate an amount equivalent to the net proceeds from this offering to finance, or refinance in whole or in part, one or more, new or existing, green investments or assets in accordance with Yara’s green financing framework. Yara’s green financing framework and a second party opinion thereon issued by CICERO Shades of Green are available at Yara’s webpage at the following link: https://www.yara.com/investor-relations/reports-presentations/.

The expected ratings of the notes from Moody's and Standard & Poor's are Baa2 and BBB, respectively.

Contact

Nina Kleiv, Head of Finance, Treasury & Insurance
Mobile: (+47) 414 40 067
E-mail: nina.kleiv@yara.com

Liv Bergh, Head of Funding
Mobile: (+47) 414 02 153
E-mail: liv.bergh@yara.com

Anika Jovik, Head of Investor Relations
Mobile: (+47) 472 24 959
E-mail: anika.jovik@yara.com

Cautionarystatement

This communication does not constitute an offer to sell or the solicitation of an offer to buy these securities or any other security and shall not constitute an offer, solicitation or sale to any person to whom it is unlawful to make such offer, solicitation or sale in such country, state or jurisdiction.

These securities have not been registered under the U.S. Securities Act of 1933 (as amended, the “Securities Act”) or the securities laws of any other jurisdiction, and may not be offered or sold within the United States or to U.S. persons (as defined in Regulation S of the Securities Act) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the securities will be offered only to (1) qualified institutional buyers within the meaning of Rule 144A of the Securities Act or (2) non-U.S. persons outside the United States (and, if investors are resident in a member state of the European Economic Area (the “EEA”) or the United Kingdom (the “UK”), a qualified investor) in offshore transactions in accordance with Regulation S under the Securities Act.

No securities are intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to the public in the European Economic Area (the “EEA”) within the meaning of Regulation (EU) 2017/1129 (as amended, the “EU Prospectus Regulation”). In member states of the EEA, this communication is directed only at persons who are “qualified investors” within the meaning of the EU Prospectus Regulation. This communication must not be acted on or relied on in any member state of the EEA by persons who are not qualified investors. Any investment or investment activity to which this communication relates is available only to qualified investors in any member state of the EEA.

No securities are intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to the public in the United Kingdom (the “UK”) within the meaning of the EU Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) (the “UK Prospectus Regulation”). In addition, in the UK this communication is being distributed only to, and is directed at persons who are “qualified investors” within the meaning of the UK Prospectus Regulation who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) (Financial Promotion) Order2005 (as amended) of the UK (as amended, the “Order”), (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, (iii) are outside the UK or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). The communication is directed only at persons who are Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons.

No securities are intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor in the EEA means a person who is one (or more) of: (i) a retail client as defined in Article 4(1) of Directive 2014/65/EU (as amended, “EU MiFID II”), (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II or (iii) not a qualified investor as defined in the Article 2 of Regulation (EU) 2017/1129. No key information document required by Regulation (EU) No 1286/2014 (as amended, the “EU PRIIPs Regulation”) for offering or selling the securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPS Regulation.

No securities are intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a retail investor in the UK means a person who is one (or more) of: (a) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA or (b) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of the Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by the EU PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the securities or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

Manufacturer target market (MiFID II product governance / UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels).

Ratings are not a recommendation to purchase, hold or sell debt securities, inasmuch as the ratings do not comment as to market price or suitability for a particular investor. The ratings are based upon current information furnished to the rating agencies by Yara and information obtained by the rating agencies from other sources. The ratings are only accurate as of the date thereof and may be changed, superseded or withdrawn as a result of changes in, or unavailability of, such information. Each rating should be evaluated independently of any other rating.

Neither the content of Yara’s website nor any website accessible by hyperlinks on Yara’s website is incorporated in, or forms part of, this communication. The distribution of this communication into certain jurisdictions may be restricted by law. Persons into whose possession this communication comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The information contained in this announcement constitutes inside information for purposes of Regulation (EU) No 596/2014.

Forward-looking statements

This communication may include projections and other “forward-looking” statements within the meaning of applicable securities laws. Any such projections or statements reflect the current views of Yara about future events and financial performance. The use of any of the words “expect,” “anticipate,” “continue,” “will,” “project,” “should,” “believe,” “plans,” “intends” and similar expressions are intended to identify forward-looking information or statements. Although Yara believes that the expectations and assumptions on which such forward-looking statements and information are reasonable, undue reliance should not be placed on the forward-looking statements and information because Yara can give no assurance that such statements and information will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties.

The forward-looking statements and information contained in this communication are made as of the date hereof and Yara undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

About Yara

Yara grows knowledge to responsibly feed the world and protect the planet. Supporting our vision of a world without hunger and a planet respected, we pursue a strategy of sustainable value growth, promoting climate-friendly crop nutrition and zero-emission energy solutions. Yara’s ambition is focused on growing a nature positive food future that creates value for our customers, shareholders and society at large and delivers a more sustainable food value chain.

To achieve our ambition, we have taken the lead in developing digital farming tools for precision farming and work closely with partners throughout the food value chain to improve the efficiency and sustainability of food production. Through our focus on clean ammonia production, we aim to enable the hydrogen economy, driving a green transition of shipping, fertilizer production and other energy intensive industries.

Founded in 1905 to solve the emerging famine in Europe, Yara has established a unique position as the industry’s only global crop nutrition company. We operate an integrated business model with around 17,000 employees and operations in over 60 countries, with a proven track record of strong returns. In 2021, Yara reported revenues of USD 16.6 billion.

www.yara.com

This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.


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