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MESSAGE _ENGLISH VERSION_
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Signing of a brokerage agreement for the sale of urea and fertilizers in
the ANZ markets.The Management Board of MBF Group SA, with its
registered office in Warsaw _"the Company", "the Issuer"_, hereby
announces that on April 9, 2026, the Company entered into an agreement
titled the Broker Representation and Market Development Agreement _"the
Agreement"_ with Eclipse Trading Pty Ltd, with its registered office in
Australia _"Eclipse"_.
The subject matter of the Agreement is to establish a framework for
cooperation between the Issuer and Eclipse regarding the development of
commercial activities in the Australian and New Zealand markets,
particularly in the area of sales of urea and other fertilizers offered
by the Company. Under the Agreement, Eclipse acts as a broker and market
representative responsible for identifying, establishing, and managing
relationships with potential end customers, while the Issuer remains the
exclusive supplier, contracting party, and recipient of payments under
the transactions carried out.
The Agreement precisely defines the division of roles between the
parties, excluding the possibility of Eclipse acting as a seller or
intermediary in a manner that would result in taking control of the
transaction. All deliveries will be made directly by the Issuer under
separate sales agreements concluded with end customers, while the Issuer
retains full control over commercial terms, logistics, and payment
structures.
Pursuant to the provisions of the Agreement, Eclipse may exercise
operational exclusivity in the designated territory; however, this
exclusivity is conditional and contingent upon the achievement of
specific business results, including, in particular, the number of
clients introduced and the conclusion and execution of sales
transactions. In the event that certain criteria are not met, the
Agreement provides for the automatic conversion of the cooperation into
a non-exclusive model.
Eclipse's compensation model is based on a transaction commission,
determined individually for each transaction, whereby this commission is
paid directly by the end customer, and the Issuer is not liable for its
payment. The Agreement also introduces a mechanism for the formal
registration of clients referred by Eclipse and sets forth rules for
protecting such relationships for a limited period, which allows for a
balance between protecting the broker's interests and the Issuer's
operational flexibility.
The Agreement also contains provisions regarding regulatory compliance,
including KYC and AML obligations, as well as extensive
non-circumvention clauses covering both relationships with clients and
suppliers. The Agreement also confirms that the Issuer operates in
accordance with the rigorous compliance procedures applicable to a
public company and retains the full right to refuse to execute
transactions for regulatory reasons or due to operational risk.
The conclusion of the above Agreement follows the signing on April 8,
2026, between the same parties of a Mutual Non-Disclosure Agreement, the
purpose of which is to safeguard the exchange of commercial, technical,
and operational information during the course of the cooperation.
This Agreement specifically covers the protection of information
regarding customers, suppliers, transaction structures, and commercial
terms, as well as establishes mutual obligations not to bypass the
parties in business relations.
The conclusion of the Agreement is in line with the Issuer's strategy of
developing international commercial operations and building a sales
structure based on local operational partners, which, in the Management
Board's assessment, may translate into an expansion of the Company's
operations in non-European markets, including in particular the
Australia and New Zealand region.
The Issuer's Management Board deemed the above information material due
to the Agreement's potential impact on the Company's future revenues and
the development of its operations.
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RB_ASO: Zawarcie umowy brokerskiej na sprzedaż mocznika i nawozów na rynkach ANZ
