Stock Code: 000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2025-34

ADAMA Ltd.Announcement on Providing Guarantees by a

Wholly-owned Subsidiary to its Subsidiary

The Company and all members of the Company’s Board of Directors confirm that all

information disclosed herein is true accurate and complete with no false or misleading

statement or material omission.I. Overview

In order to hedge FX risks improve liquidity and to reduce finance costs of Adama Ukraine

LLC (hereinafter referred to as “Adama Ukraine”) an indirect wholly-owned subsidiary ofAdama Agricultural Solutions Ltd.（hereinafter referred to as “Solutions”) which is in turn awholly-owned subsidiary of ADAMA Ltd. (hereinafter referred to as the “Company”)

Solutions agrees to provide joint and several liability guarantees to two local banks that will

provide Adama Ukraine with the following financial accommodation:

1. in the amount not exceeding EUR 12 million from a local bank JSC “ING BankUkraine” (guarantee amount according to the bank’s requirements should be 15%

higher than the principal credit facility amount being EUR 13.8 million to cover

financial expenses e.g. accrued interests penalties);

2. in the amount not exceeding EUR 12 million from a local bank Raiffeisen Bank JSC

(due to the credit facility increase from EUR 7 million to EUR 12 million).According to the Guidelines of Shenzhen Stock Exchange on Self-discipline Supervision of

Listed Companies No.1: Standardized Operation of Main Board Listed Companies the

above guarantees are provided by the wholly-owned subsidiary of the Company for the legal

entity consolidated in the financial statements of the Company. Since the debt-to-assets ratio

of Adama Ukraine exceeds 70% the Company convened the 15th Meeting of the 10th

Session of the Board of Directors on October 28 2025 to review the Proposal on Providing

Guarantees by a Wholly-owned Subsidiary to its Subsidiary and agreed to further submit it

1to the Company's shareholders' meeting for approval.

II. Basic Information of the Warrantee

1. Basic Information of Adama Ukraine

Name of the Warrantee: Adama Ukraine LLC

Established Date: 25 June 2008

Registered Address: 13 Mykoly Pymonenka Street Office 4A/41 Shevchenkivskyi District

04050 Kyiv Ukraine

Legal Representative: Dmytro Kashpor

Business Scope: Purchase sale and distribution of agricultural chemicals

Relationship with the Company: Solutions is the Company’s wholly-owned subsidiary and

Adama Ukraine is an indirectly wholly-owned subsidiary (100%) of Solutions.Credit status: After searching the website of disclosure of enforcement information of China

Adama Ukraine is not a debtor subject to judicial enforcement.The most recent financial situation of Adama Ukraine is as follows:

Unit: ’000 USD

At Sep 30 2025 At Dec 312024

(unaudited) (audited)

Total Assets 51796 42198

Total Liabilities 50420 42795

Bank Loans 7745 -

Other Current Liabilities 42676 42792

Contingency - -

Net Assets 1376 -597

January to September 2024

2025 (unaudited) (audited)

Revenue 54041 69979

Gross Profit 12534 13908

Net Profit 1973 434

III. Main Contents of the Guarantees

In order to hedge FX risks improve liquidity and to reduce finance costs Adama Ukraine

intends to enter into bank loans with a local bank (JSC “ING Bank Ukraine”) in an amount

of no more than EUR 12 million (guarantee amount according to the bank’s requirements

2should be 15% higher than the principal credit facility amount being EUR 13.8 million to

cover financial expenses e.g. accrued interests penalties). At the same time Adama

Ukraine plans to increase the existing credit facility in Raiffeisen Bank JSC from EUR 7

million to EUR 12 million.To support the activities in Adama Ukraine Solutions intends to provide joint and several

liability guarantees to the abovementioned banks in a total amount of no more than EUR

25.8 million (approximately RMB 215.04 million) in connection with the credit facility and

financing activities between Adama Ukraine and such banks.Among them the guarantee amount for JSC “ING Bank Ukraine” is EUR 13.8 million

(approximately RMB 115.02 million) which is a continuing guarantee and shall remain in

full force and effect until all guarantee obligations have been paid; the guarantee amount for

Raiffeisen Bank JSC is EUR 12 million (approximately RMB 100.02 million) which shall

continue until Solutions issues a written notice revoking the limited guaranty letter.IV. Opinions of the Board of Directors

With regard to the guarantees to be provided by Solutions in favor of Adama Ukraine (the

Company’s indirect wholly-owned subsidiary) for its credit facility and financing activities

the Board of Directors is of the opinion that: (i) this serves to meet Adama Ukraine's

business development needs and aligns with the Company's overall interests; (ii) the

financial risk of the guarantees is under the Company’s control; and (iii) the guarantees

neither significantly impact the normal operation of the Company nor violate the relevant

provisions of the CSRC and the Articles of Association of the Company.V. Accumulated Quantity of External Guarantees and Overdue Guarantees

As of September 30 2025 the balance of the guarantees that have been provided by the

Company and/or its subsidiaries is approximately RMB 5064.94 million. After providing

the above guarantees the balance of the guarantees provided by the Company and its

subsidiaries will be approximately RMB 5279.98 million accounting for 27.8% of the latest

audited net assets of the Company.No guarantee is provided by the Company and/or its subsidiaries for the favor of entities not

consolidated in the Company’s financial statements.The Company and its controlled subsidiaries do not have overdue guarantees.

3VI. List of Reference Documents

1. The resolutions of the 15th Meeting of the 10th Session of the Board of Directors of the

Company.The Announcement is hereby made.The Board of Directors of ADAMA Ltd.October 30 2025

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