Donskaya Trastovaya Kompaniya LLC entered into a preliminary sale and purchase agreement to acquire 99.99% stake in Volgo-Agro LLC from Don Agro International Limited (Catalist:GRQ) for SGD 0.74 million on April 26, 2024. The consideration payable by DonTK to Tetra for the Proposed Volgo-Agro Disposal is RR 50,000,000 (equivalent to approximately SGD 738,2311). In 2023, Volgo-Agro LLC has SGD 0.00142 million revenue and Profit/loss before tax SGD 0.000594 million.

Subject to Closing under the DonTK Agreement is conditional upon certain conditions precedent having been satisfied, including but not limited to the following: (i) termination of all obligations of Volgo-Agro LLC and Agro 34 LLC (?Volgo-Agro Group?) owed to Tetra, the Company, other Affiliates of Tetra, except for obligations arising from the DonTK Agreement and the loan agreements entered into between any of the companies in the Volgo-Agro Group and Tetra after the signing of the DonTK Agreement; (ii) the shareholding restructuring of Volgo-Agro LLC such that Tetra holds 99.99% of its share capital and Agro 34 LLC holds the remaining 0.01% of its share capital; (iii) consent from the South-West Bank of PJSC SBERBANK for change of control/owners of Volgo-Agro LLC in relation to the credit facility agreement between the Volgo-Agro LLC as the borrower and South-West Bank of PJSC SBERBANK as the lender; and (iv) the Company obtaining Shareholders? approval for the Proposed Volgo-Agro Disposal at the extraordinary general meeting. The DonTK Agreement contains customary provisions relating to the Proposed Volgo-Agro Disposal, including representations and warranties and pre-closing covenants regarding the operation of the business, limitations of Tetra?s liabilities and other commercial terms. According to the terms of the DonTK Agreement: (i) the date of closing of the Proposed Volgo-Agro Disposal (?Volgo-Agro Closing?) shall be the date falling 10 business days after (and excluding) the date of the notification sent by Tetra to DonTK, notifying DonTK of the Volgo-Agro Closing date, or such other date agreed upon by Tetra and DonTK in writing (?Volgo-Agro Closing Date?); (ii) the parties to the DonTK Agreement undertake to make every effort to ensure that the Volgo-Agro Conditions Precedent are fulfilled on or before 9 August 2024.

The parties can separately agree in writing to a new deadline, failing which the DonTK Agreement shall automatically terminate; and (iii) at Volgo-Agro Closing, Tetra and DonTK shall enter into a sale and purchase agreement for the Volgo-Agro Shares (?Main Volgo-Agro Agreement?), according to which VolgoAgro Shares shall be transferred to DonTK.