• 21^stJune 2022

Jain Irrigation to merge International Irrigation Business with Rivulis to create a Global Irrigation and Climate Leader

• The combined entity with ~ US$ 750 million in revenues will have unparalleled market coverage spread across 6 continents and 35 countries driven by innovation, digital and sustainability.
• Global investment company Temasek previously acquired a majority stake in Rivulis in December 2020 and assumed full ownership in March 2022
• This landmark deal will reduce Jain Irrigation’s consolidated debt by around 45% i.e. by ~ INR 2,664 crs (INR 27 billion) on a consolidated level while allowing it to retain a significant minority stake in the merged company
• The transaction is the second step in Jain Irrigation’s quest to significantly deleverage its balance sheet Overseas & India and focusing on its rapidly growing India business

Jalgaon, India – 21 June 2022: Jain Irrigation Systems Limited., India ("Jain Irrigation") and Temasek-owned Rivulis Pte Ltd., Singapore ("Rivulis") are pleased to announce that Jain International Trading B.V. (a wholly owned subsidiary of Jain Irrigation) and Rivulis have entered into definitive transaction agreements. The International Irrigation Business ("IIB") of Jain Irrigation will now be merged with Rivulis and create a global Irrigation and Climate leader - being 2nd largest in the world with ~ US$ 750 million in revenues. By virtue of this cash & stock transaction, the following is being achieved.

• Cash proceeds will be utilised for reduction of consolidated debt of Jain Irrigation by ~45% which includes all the restructured overseas bonds to the tune of USD ~225 million and complete debt of overseas operating companies comprising of IIB.
• Jain International Business will continue to hold stake of ~22% in merged entity with Temasek holding the balance ~78%.
• Jain Irrigation will also get to release its corporate guarantee given by Jain Irrigation, India of INR 2,275 crs to bondholders & IIB lenders.
• Jain Irrigation will have a long-term supply agreement with the merged entity, which would drive revenues and profits
• The merged entity will continue to use and promote prominent JAIN Brands in markets where they have significant presence and value.
• In terms of governance, Jain will have representative directors and observer on the board of the Company and will be able to help its growth through its significant expertise in micro-irrigation.
• Jain Irrigation retains potential future value generation from the creation of this large global irrigation leader

Going forward Jain Irrigation will focus on further improving on the India business to drive higher growth and margin in one of the fastest growing irrigation markets in the world, and eventually aim to reduce debt on the standalone Indian business balance sheet as well – as agreed with the lenders in the recent restructuring.

Anil Jain, Managing Director of Jain Irrigation, commented: "We are very happy to enter this alliance with Temasek a globally recognised investment company with values that align with ours on creating sustainable and impactful Hi-tech agri businesses. We anticipate that the merger with Rivulis will create a world leading player ideally placed to serve its global customer base thanks to its geographic footprint, breadth of offerings as well as technological depth and expertise in micro irrigation. This will enable us all to address climate change and food security challenges with sustainable solutions and implement the critical knowledge transfer for water efficiency and productivity for growers. We look forward to this value accretive long-term relationship to create meaningful positive impact in the agri and food ecosystem. At the same time, we also look forward to jointly explore collaboration opportunities with Temasek in the future of food and agriculture, including areas relating to ESG, hi-tech agricultural inputs, technology innovation, as well as solutions to benefit small holder farmers."

Richard Klapholz, Rivulis CEO, added: "We are thrilled to have both companies join forces to better serve the growing needs of irrigation markets around the world. While benefitting from significant operational economies of scale and a dedicated, diverse employee base, we will ensure that all commitments to our grower community and to our combined business partners are maintained and further strengthened. Our goal is to ensure that all our customers will continue to be successful and benefit from a broader offering, leading industry brands, expanded manufacturing base and the support of leading irrigation services businesses. Rivulis, before the merger, represented the combination of four companies, and through this merger, several more companies from Jain Irrigation’s portfolio will be added, cementing our role as a market consolidator and leader across the globe and creating a single company with a much stronger financial foundation. Together with all Rivulis employees, I look forward to working closely with the Jain USA, AVI, IDC and global NaanDanJain teams. I am certain that we will all benefit from the vast experience and continued commitment and dedication of the combined teams."

The Company reflects the vision of both Rivulis and Jain Irrigation in building a long-lasting, purpose-led company that will spearhead the transformation of agricultural irrigation. The Company will lead the mass adoption of modern irrigation solutions and digital farming by growers and business partners globally through its focus on accessibility, innovation, and sustainability.

With this merger, the Company will be:

• Driven by Customers: The Company will have unparalleled market coverage with 25 factories and 3,300 employees across six continents and 35 countries. The Company will continue to fully support the brands that growers and business partners have come to rely upon season after season: Rivulis, Jain, NaanDanJain and Eurodrip.
• Driven by Innovation: Growers and business partners will benefit from an extensive product and solution offering, consisting of trusted industry brands such as D5000 PC, Amnon, T-Tape, Chapin, RoDrip, Top, Excel, Compact, 5035 and Mamkad. Eight decades of R&D and product engineering will be combined into a perpetual innovation engine, addressing the current and future needs of growers worldwide.
• Driven by Digital: With digital farming services such as Jain Logic, Manna and ReelView, the Company is poised to become a robust ag-tech solution provider with the most extensive market coverage. Through its wide-ranging digital farming offering, growers will be able to finetune their irrigation operations in real-time, while increasing yields and reducing agri-inputs resulting in improved livelihoods and safeguarding of their land.
• Driven by Sustainability: Beyond the known micro irrigation benefits of water conservation and soil protection, the Company will continue its purpose led ESG journey. Following the completion of the transaction, the Company will commit to tangible carbon emission targets and launch its global program to help growers and business partners reduce their carbon emissions and increase their carbon sequestration. The Company aims not only to make micro irrigation accessible to growers and to feed the planet, but also to enable a more sustainable and climate resilient future for all.

The Company will be dual headquartered in Singapore and Israel and will continue to be named Rivulis Pte. Ltd. For the purposes of corporate branding, the company will be represented as "Rivulis (In alliance with Jain International)". Richard Klapholz, the current Rivulis CEO, will continue to lead the Company. Top senior associates from the IIB are expected to continue in leadership roles across the Company.

The transaction is subject to required regulatory approvals and other customary closing conditions and is expected to be completed by early 2023. Goldman Sachs acted as financial advisor, Baker McKenzie acted as legal advisor and PWC acted as tax and diligence advisor to JITBV for the transaction.

About Jain Irrigation:
Jain Irrigation Systems Limited ("JISL") with its motto ‘Small Ideas, Big Revolutions’ with more than 10,500+ associates worldwide and revenue of ~USD 1 Billion, is an Indian multinational company with manufacturing plants in 30 locations across the globe. JISL, its subsidiaries and associates are engaged in providing solutions in agriculture, water and food sector through manufacturing of Micro Irrigation Systems, PVC Pipes, HDPE Pipes, Plastic Sheets, Agro Processed Products, Renewable Energy Solutions, Tissue Culture Plants, Financial Services, and other agricultural inputs since more than 34 years. It has pioneered a silent Productivity Revolution with modern irrigation systems and innovative technologies to save precious water and has helped farmers to get significant increase in crop yields, especially for more than 6 million small farmers. It has also ushered in a new concept of large-scale Integrated Irrigation Projects ("IIP"). ‘More Crop Per Drop™’ is the company’s approach to water security and food security. JISL is an early pioneer for IOT in the agri-sector and is leading efforts to create global solutions with precision agriculture. Its food brand ‘Jain FarmFresh’ is well known all over the world for quality and consistency. All the products and services of JISL help create a sustainable future while fulfilling its vision to ‘Leave this world better than you found it’. JISL is listed in NSE—Mumbai at JISLJALEQS and in BSE at code 500219

About Temasek:
Temasek is a global investment company with a net portfolio value of US$381 billion (US$283b) as at 31 March 2021. Headquartered in Singapore, it has 13 offices in 9 countries around the world.
The Temasek Charter defines Temasek’s three roles as an Investor, Institution and Steward, which shape its ethos to do well, do right, and do good.
As a provider of catalytic capital, it seeks to enable solutions to key global challenges.
With sustainability at the core of all Temasek does, it actively seeks sustainable solutions to address present and future challenges, as it captures investible opportunities to bring about a sustainable future for all.

About Rivulis:
Rivulis is a global micro irrigation leader focused on enabling and promoting a sustainable agri-food supply chain to not only feed our planet but also save it from the perils of climate change.
Rivulis offers the most innovative irrigation solutions for seasonal, permanent, and protected crop environments, through its three product and service portfolio brands: Rivulis, Eurodrip and Manna. Established in 1966, Rivulis has 16 large-scale manufacturing sites located across six continents, three R&D Centers (Israel, California, and Greece) and multiple Irrigation Project Design Centers around the globe.
Leading the mass adoption of micro irrigation globally, Rivulis is committed to increasing accessibility to all growers everywhere through simple, affordable, and smart technology covering the full cycle from design to harvest. To learn how Rivulis can help you GROW BEYOND your highest expectations season after season, visit www.rivulis.com.