MC Brazil Downstream Trading S.À R.L. Announces 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

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(1) As of the Record Date, the Combined Exposure, which is used to calculate the ICA Special Majority Consent and the ICA Supermajority Consent, was equal to $1,644,291,191.97.

São Paulo, Brazil, Jan. 08, 2026 (GLOBE NEWSWIRE) -- MC Brazil Downstream Trading S.À R.L. (the “Company”) announced today that it has received, as of January 7, 2026 at 12:00 p.m. ET, All Hedge Providers Consent necessary to effect (i) the ICA-Related Proposed Amendments to the ICA and (ii) the Accounts Agreement-Related Proposed Amendments to the Accounts Agreement. Accordingly, the parties thereto have entered into the ICA Amendment and the Accounts Agreement Amendment, each dated as of January 8, 2026.

The Company previously announced on December 22, 2025 that it had received the Consents necessary to effect (i) the Indenture-Related Proposed Amendments to the Indenture, and (ii) the LFA-Related Proposed Amendments to the LFA. As a result, the Company has received all consents necessary to effect all Proposed Amendments (including, without limitation, of approx. 87.64% of the Outstanding Principal Amount of the Notes), all Waivable Conditions to the Consent Solicitation have been satisfied, and the Consent Date occurred on January 7, 2026 at 12:00 p.m. ET.

The Indenture-Related Proposed Amendments to the Indenture will become operative upon payment of the Consent Payment. The Consent Payment is expected to be paid no later than January 16, 2026.

Full details of the terms and conditions of the Consent Solicitation, including the Proposed Amendments, are included in the consent solicitation statement, dated December 9, 2025 (the “Consent Solicitation Statement”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Consent Solicitation Statement.

The Company has engaged HSBC Securities (USA) Inc. and Morgan Stanley & Co. LLC to act as solicitation agents and D.F. King & Co., Inc. to act as the information and tabulation agent in connection with the Consent Solicitation. Additional information concerning the terms and conditions of the Consent Solicitation may be obtained from HSBC Securities (USA) Inc. by calling +1 (212) 525-5552 (collect) or +1 (888) HSBC-4LM (U.S. toll free), and from Morgan Stanley & Co. LLC by calling + 1 (212) 357-1452 (collect) or +1 (800) 624-1808 (U.S. toll free). Requests for assistance in submitting consents or objections or requests for additional copies of the Consent Solicitation Statement and related documents should be directed to D.F. King & Co., Inc. by calling +1 (212) 596-7580 (banks and brokers collect) or +1 (800) 949-2583 (all others toll-free) or by email at acelen@dfking.com.

No Offer or Solicitation

This press release is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any Notes or any other securities. This press release is also not a solicitation of consents with respect to the Proposed Amendments or any securities. The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or “blue sky” laws.

Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this press release constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to: statements regarding (i) the Proposed Amendments and the execution of amendment agreements giving effect thereto and (ii) the expected payment of the Consent Payment. Words such as “could,” “expect,” “intend,” “may,” “seek,” “should,” “will,” and similar expressions are intended to help identify forward-looking statements. Forward-looking statements reflect management’s current expectations, are based on judgments, are inherently uncertain and are subject to risks, uncertainties and other factors, which could cause our actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied in those forward-looking statements. Undue reliance should not be placed on the forward-looking statements in this press release, which are based on information available to us on the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About the Company
Refinaria de Mataripe S.A., an affiliate of the Company, owns and operates the Landulpho Alves refinery, located in São Francisco do Conde in the Recôncavo Baiano region of Brazil, including its related logistic assets. The Company is a wholly owned subsidiary of Refinaria de Mataripe S.A. and organized under the laws of Luxembourg as a private limited liability company (société à responsabilité limitée).

Disclaimer

This press release must be read in conjunction with the Consent Solicitation Statement. None of the Company, the Trustee, the Solicitation Agents, the Information Agent and Tabulation Agent, the ICA Agent (as defined in the Consent Solicitation Statement), or the Offshore Collateral Agent (as defined in the Consent Solicitation Statement) makes any recommendation in respect of any matters related to the Consent Solicitation.

The distribution of this press release and the Consent Solicitation Statement may be restricted by law in certain jurisdictions. Persons into whose possession this announcement and the Consent Solicitation Statement comes are required by the Company, the Trustee, the Solicitation Agents and the Information Agent and Tabulation Agent to inform themselves about, and to observe, any such restrictions.

Neither the Consent Solicitation Statement nor any documents related to the Consent Solicitation have been filed with, and have not been approved or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Consent Solicitation Statement, or any documents related to the Consent Solicitation, and it is unlawful and may be a criminal offense to make any representation to the contrary.

This announcement is for informational purposes only, does not constitute a solicitation of consent with respect to any Notes, does not constitute an invitation to participate in the Consent Solicitation in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws or grant such consent and does not constitute an offer to sell or the solicitation of an offer to buy any securities. The Consent Solicitation is being made solely pursuant to the Consent Solicitation Statement and related documents, which set forth detailed statements of the terms of the Consent Solicitation.

The Consent Solicitation Statement should not be forwarded or distributed to any other person and should not be reproduced in any manner whatsoever.

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