THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE SUCH ANNOUNCEMENT

São Paulo, Brazil, Oct. 28, 2026 (GLOBE NEWSWIRE) — MC Brazil Downstream Trading S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at L-1855 Luxembourg, 46A, Avenue John F. Kennedy, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des sociétés, Luxembourg) under number B256773 (the “Issuer” or “we”), a wholly-owned subsidiary of Refinaria de Mataripe S.A., a corporation (sociedade por ações) organized and existing under the laws of Brazil (the “Guarantor”), announced today that it has terminated its previously announced offer to purchase for cash (the “Tender Offer”) any and all of its outstanding 7.250% Senior Secured Notes due 2031 (CUSIP Nos. 55292WAA8 / L626A6AA2; ISIN Nos. US55292WAA80 / USL626A6AA24) (the “Notes”) and the related solicitation of consents (the “Consents” and the “Consent Solicitation”) for the adoption of certain proposed amendments (the “Proposed Amendments”), as further described in the Statement (as defined below). Capitalized terms used but not defined in this press release have the meanings given to them in the offer to purchase and consent solicitation statement, dated October 7, 2026, as amended by the press release issued by the Issuer on October 19, 2026 (as so amended, the “Statement”).

The Tender Offer and the Consent Solicitation were being made concurrently with (i) an offering by the Issuer of new senior secured notes to be guaranteed by the Guarantor (the “New Notes Offering”), and (ii) a term loan facility granted by a syndicate of banks, financial institutions and other institutional lenders, including Citibank, N.A. (the “Loan Facility”). The Issuer has determined not to proceed with the New Notes Offering at this time, in light of current market conditions and, therefore, the Loan Facility as well.

Our obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offer was conditioned on the satisfaction or waiver of certain conditions (the “Conditions”), including, among other things, (i) the Requisite Consent Condition, (ii) the Supplemental Indenture Condition, (iii) the Other Consents Condition, (iv) the Financing Condition and (v) the General Conditions, each as defined and described in the Statement, which Conditions were to be tested at or prior to the applicable Settlement Date. As previously announced on October 22, 2026, the Issuer received the Requisite Consent and all of the Other Consents, and the Issuer and the Trustee entered into the Supplemental Indenture, dated as of October 21, 2026, as further described below. As of the time of this announcement, the Issuer has determined that the Financing Condition has not been satisfied and it does not expect the Financing Condition to be satisfied at or prior to the Early Settlement Date, which was expected to occur on or about October 29, 2026. In accordance with the terms and conditions of the Statement, the Issuer has taken the decision to terminate the Tender Offer and the Consent Solicitation, effective as of October 28, 2026. This press release confirms the termination of the Tender Offer and the Consent Solicitation.

As a result of the termination, none of the Total Consideration, the Early Tender Payment or the Tender Offer Consideration, nor any accrued interest, will be paid or become payable in respect of any Notes tendered or Consents delivered pursuant to the Tender Offer and the Consent Solicitation. All Notes tendered pursuant to the Tender Offer, including Notes tendered after the Early Tender Payment Deadline, will be promptly returned to the tendering Holders and will be credited to the accounts maintained at The Depository Trust Company from which such Notes were delivered, in each case without any action required on the part of such Holders. All Consents delivered pursuant to the Consent Solicitation will be rescinded without any action required on the part of the Holders that delivered such Consents.

Because the Tender Offer and the Consent Solicitation have been terminated prior to the Early Settlement Date, none of the Proposed Amendments will become operative, notwithstanding the execution of the Supplemental Indenture, and the provisions contained in the Indenture and the Notes will not be amended. None of the ICA Amendment, the LFA Amendment or the Shared Collateral Release Documents will become operative. The Notes remain outstanding and will continue to be governed by the existing terms of the Indenture, the ICA and the Accounts Agreement, will continue to be secured by the Shared Collateral and will continue to accrue interest in accordance with their terms. The Early Settlement Date, the Expiration Time and the Final Settlement Date will not occur.

Questions regarding the termination of the Tender Offer and the Consent Solicitation, including the return of tendered Notes, may be directed to D.F. King & Co., Inc., the information agent and the tender agent for the Tender Offer and the Consent Solicitation, in New York at +1 (646) 503-5595 (banks and brokers, collect) or +1 (800) 431-9645 (all others, toll-free) or by email at acelen@dfking.com.

Citigroup Global Markets Inc. acted as the exclusive dealer manager for the Tender Offer and the exclusive solicitation agent for the Consent Solicitation (the “Dealer Manager and Solicitation Agent”). Questions regarding the termination of the Tender Offer and the Consent Solicitation may also be directed to the Dealer Manager and Solicitation Agent at +1 (800) 558-3745 (toll-free) or +1 (212) 723-6106 (collect).

This press release is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell the Notes or any other securities, or a solicitation of Consents, in any jurisdiction.

Forward-Looking Statements

Disclosures in this press release contain forward-looking statements. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that management expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements regarding the termination of the Tender Offer and the Consent Solicitation, the return of tendered Notes and the timing thereof, the status of the Notes, the Indenture, the ICA, the Accounts Agreement and the collateral securing the Notes, and any future financing or liability management transactions. These statements are based on certain assumptions made by the Issuer based on the experience of the management of the Issuer and the Guarantor and their perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Issuer and the Guarantor, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. Any forward-looking statement applies only as of the date on which such statement is made and neither the Issuer nor the Guarantor shall correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

About the Company

Refinaria de Mataripe S.A., an affiliate of the Issuer, 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 Issuer 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).

Refinaria de Mataripe S.A.
Investor Relations
Av. das Nações Unidas, No. 14.171, 26th floor, Tower C
São Paulo, SP, Brazil

Tel: +55 (11) 5225 8900
E-mail: ir@acelen.com


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MC Brazil Downstream Trading S.À R.L.