IMC S.A.

Société anonyme

AUDITED ANNUAL ACCOUNTS

FOR THE FINANCIAL YEAR ENDED 31 ST DECEMBER 2022

AND THE REPORT OF THE R É VISEUR D’ENTREPRISES AGR ÉÉ

16, Rue Erasme

L-1468 Luxembourg

________________________

RCS Luxembourg : B157843

Tel. 352 45 123-1

www.bdo.lu

1, rue Jean Piret

Boîte Postale 351

L-2013 Luxembourg

BDO Audit, Société Anonyme

R.C.S. Luxembourg B 147.570

TVA LU 23425810

BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.

REPORT OF THE REVISEUR D’ENTREPRISES AGREE

To the Shareholders of

IMC S.A.

16, rue Erasme

L-1468 Luxembourg

Report on the audit of the annual accounts

Opinion

We have audited the annual accounts of IMC S.A (the “Company”), which comprise the balance sheet as at 31 December 2022, and the profit and loss account for the year then ended, and notes to the annual accounts, including a summary of significant accounting policies.

In our opinion, the accompanying annual accounts give a true and fair view of the financial position of the Company as at 31 December 2022, and of the results of its operations for the year then ended in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the annual accounts.

Basis for opinion

We conducted our audit in accordance with the EU Regulation N° 537/2014, Law of 23 July 2016 on the audit profession (Law of 23 July 2016) and with International Standards on Auditing (ISAs) as adopted for Luxembourg by the “ Commission de Surveillance du Secteur Financier ” (CSSF). Our responsibilities under the EU Regulation N° 537/2014, the law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the « Responsibilities of the “ réviseur d’entreprises agréé ” for the audit of the annual accounts » section of our report. We are also independent of the Company in accordance with the International Code of Ethics for Professional Accountants, including International Independence Standards, issued by the International Ethics Standards Board for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the annual accounts, and have fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 18 to the annual accounts, which indicates that since 24 February 2022, the Company’s direct and indirect subsidiaries operations are significantly affected by the ongoing military invasion of Ukraine and magnitude of the further developments or timing of cessation of those actions are uncertain. These events or conditions, along with other matters as set forth in Note 18, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified with respect of this matter.

Tel. 352 45 123-1

www.bdo.lu

1, rue Jean Piret

Boîte Postale 351

L-2013 Luxembourg

BDO Audit, Société Anonyme

R.C.S. Luxembourg B 147.570

TVA LU 23425810

BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the annual accounts of the current period. These matters were addressed in the context of the audit of the annual accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matter described in the section “Material Uncertainty Related to Going Concern” section above, we have determined the matter described below to be the key audit matter to be communicated in our report.

Valuation of shares in affiliated undertakings and amounts owed by affiliated undertakings (notes 3 and 4)

As at 31 December 2022, the situation is as follows:

Financial fixed assets:

- Shares in affiliated undertakings: EUR 14,920,882.19

Current assets:

- Amounts owed by affiliated undertakings: EUR 10,050,085.47

In total, these positions represent 98.03% of total assets as at 31 December 2022.

The accounting policies applied by the Company on shares in affiliated undertakings and amounts owed by affiliated undertakings are described in Note 2.2.1 and Note 2.2.2 in the annual accounts, respectively.

We have considered the valuation of the shares in affiliated undertakings and the amounts owed by affiliated undertakings to be a key audit matter due to the magnitude of the amounts in the annual accounts of the Company and the judgement required to assess the potential value adjustments. Our procedures in this respect included, but were not limited to:

- We gained an understanding of the control environment relating to the valuation of these assets;

- We obtained the financial information of the affiliated undertakings at year-end and based on this:

o We compared the carrying amount of the shares in affiliated undertakings in the annual accounts of the Company at year-end to the pro-rata net equity of the subsidiaries in the financial information;

o We assessed the recoverability of the amounts owed by affiliated undertakings considering the net equity and liquidity position of the affiliated undertakings.

Tel. 352 45 123-1

www.bdo.lu

1, rue Jean Piret

Boîte Postale 351

L-2013 Luxembourg

BDO Audit, Société Anonyme

R.C.S. Luxembourg B 147.570

TVA LU 23425810

BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.

- We have obtained from the Board of Directors forecasts for those affiliated undertakings. We have assessed the financial position and liquidity position of these entities by challenging the key underlying assumptions used in the forecasts;

- We assessed the adequacy of the management’s disclosures in the relevant notes to the annual accounts.

Other information

The Board of Directors is responsible for the other information. The other information comprises the information stated in the single management report and the Corporate Governance Statement but does not include the annual accounts and our report of the “ réviseur d’entreprises agréé ” thereon.

Our opinion on the annual accounts does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the annual accounts, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the annual accounts or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report this fact. We have nothing to report in this regard.

Responsibilities of the Board of Directors and Those Charged with Governance for the annual accounts

The Board of Directors is responsible for the preparation and fair presentation of these annual accounts in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the annual accounts, and for such internal control as the Board of Directors determines is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error.

The Board of Directors is responsible for presenting the annual accounts in compliance with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format (“ESEF Regulation”).

In preparing the annual accounts, the Board of Directors is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Tel. 352 45 123-1

www.bdo.lu

1, rue Jean Piret

Boîte Postale 351

L-2013 Luxembourg

BDO Audit, Société Anonyme

R.C.S. Luxembourg B 147.570

TVA LU 23425810

BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.

Responsibilities of the “ réviseur d’entreprises agréé ” for the audit of the annual accounts

The objectives of our audit are to obtain reasonable assurance about whether the annual accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue a report of “ réviseur d’entreprises agréé ” that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual accounts.

Our responsibility is to assess whether the annual accounts have been prepared in all material respects in accordance with the requirements laid down in the ESEF Regulation.

As part of an audit in accordance with the EU Regulation N° 537/2014, the Law dated 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the annual accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.

• Conclude on the appropriateness of Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report of the “ réviseur d’entreprises agréé ” to the related disclosures in the annual accounts or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report of the “ réviseur d’entreprises agréé ”. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the annual accounts, including the disclosures, and whether the annual accounts represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Tel. 352 45 123-1

www.bdo.lu

1, rue Jean Piret

Boîte Postale 351

L-2013 Luxembourg

BDO Audit, Société Anonyme

R.C.S. Luxembourg B 147.570

TVA LU 23425810

BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate to them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the annual accounts of the current period and are therefore the key audit matters. We describe these matters in our report unless law or regulation precludes public disclosure about the matter.

Report on Other Legal and Regulatory Requirements

We have been appointed as “réviseur d’entreprises agréé” by the General Meeting of the Shareholders on 30 June 2022 and the duration of our uninterrupted engagement , including previous renewals and reappointments, is seven years.

The single management report is consistent with the annual accounts and has been prepared in accordance with applicable legal requirements.

The Corporate Governance Statement is presented on pages 35 to 39 of the annual report. T he information required by Article 68ter paragraph (1) letters c) and d) of the law of 19 December 2002 on the commercial and companies register and on the accounting records and annual accounts of undertakings, as amended, is consistent with the annual accounts and has been prepared in accordance with applicable legal requirements .

We confirm that the audit opinion is consistent with the additional report to the audit committee or equivalent.

We confirm that the prohibited non-audit services referred to in the EU Regulation N° 537/2014 were not provided and that we remained independent of the Company in conducting the audit.

We have checked the compliance of the annual accounts of the Company as at 31 December 2022 with relevant statutory requirements set out in the ESEF Regulation that are applicable to annual accounts.

For the company it relates to the requirement that annual accounts are prepared in a valid xHTML format.

In our opinion, the annual accounts of the Company as at 31 December 2022, have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation.

Luxembourg, 23 May 2023

BDO Audit

Cabinet de révision agréé

represented by

Jean-Philippe Barret

BDO Audit, Société Anonyme

R.C.S. Luxembourg B 147.570

TVA LU 23425810

BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.

BDO Audit, Société Anonyme

R.C.S. Luxembourg B 147.570

TVA LU 23425810

BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.

BDO Audit, Société Anonyme

R.C.S. Luxembourg B 147.570

TVA LU 23425810

BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.

BDO Audit, Société Anonyme

R.C.S. Luxembourg B 147.570

TVA LU 23425810

BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.

BDO Audit, Société Anonyme

R.C.S. Luxembourg B 147.570

TVA LU 23425810

BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.

BDO Audit, Société Anonyme

R.C.S. Luxembourg B 147.570

TVA LU 23425810

BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.

BDO Audit, Société Anonyme

R.C.S. Luxembourg B 147.570

TVA LU 23425810

BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.

IMC S.A.

Notes to the annual accounts on 31 st December 2022

Management responsibility statement .................................................................................... 15

Note 1 - GENERAL INFORMATION ............................................................................... 16

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ................................ 17

Note 2.1 - Basis of preparation ........................................................................................... 17

Note 2.2 - SIGNIFICANT ACCOUNTING POLICIES ......................................................... 17

Note 2.2.1 - Financial assets ................................................................................................. 17

Note 2.2.2 - Debtors ............................................................................................................. 17

Note 2.2.3 - Foreign currency translation .............................................................................. 18

Note 2.2.4 - Provisions ......................................................................................................... 18

Note 2.2.5 - Creditors ............................................................................................................ 18

Note 3 - FINANCIAL FIXED ASSETS ............................................................................. 19

Note 4 - DEBTORS ........................................................................................................ 20

Note 5 - SUBSCRIBED CAPITAL ................................................................................... 20

Note 6 - SHARE PREMIUM ACCOUNT .......................................................................... 21

Note 7 - RESERVES ....................................................................................................... 21

Note 7.1 - Legal Reserve .................................................................................................... 21

Note 8 - MOVEMENT FOR THE YEAR ON THE RESERVES AND PROFIT AND LOSS

ITEMS 22

7

Note 9 - CREDITORS ...................................................................................................... 22

Note 10 - STAFF ............................................................................................................... 22

Note 11 - OTHER OPERATING CHARGES ..................................................................... 22

Note 12 - EMOLUMENTS GRANTED TO THE MEMBERS OF THE MANAGEMENT AND

SUPERVISORY BODIES AND COMMITMENTS IN RESPECT OF

RETIREMENT PENSIONS FOR FORMER MEMBERS OF THOSE BODIES . 23

Note 13 - ADVANCES AND LOANS GRANTED TO THE MEMBERS OF THE

MANAGEMENT AND SUPERVISORY BODIES ............................................... 23

Note 14 - TAXATION ......................................................................................................... 23

Note 15 - OFF-BALANCE SHEET COMMITMENTS ........................................................ 23

Note 16 - SUBSEQUENT EVENTS ................................................................................... 23

Note 17 - AUDITOR'S FEES ............................................................................................. 24

Note 18 – OPERATING ENVIRONMENT AND GOING CONCERN ................................. 24

IMC S.A.

Notes to the annual accounts as at 31 st December 2022

15

Management Responsibility Statement

This statement is provided to confirm that, to the best of our knowledge, the annual accounts for the year ended 31 st December 2022, and the comparable information, have been prepared in compliance with the Luxembourg legal and regulatory requirements relating to the preparation of the annual accounts and give a true and fair view of the Company’s assets, liabilities, financial position and profit or loss of IMC S.A. and that the single management report includes a fair review of the development and performance of the business and the position of IMC S.A. with a description of the principal risks and uncertainties that it faces.

Signed Signed

Alex Lissitsa Dmytro Martyniuk

Director Director

IMC S.A.

Notes to the annual accounts as at 31 st December 2022

16

Note 1 - GENERAL INFORMATION

IMC S.A. (hereafter "the Company") was incorporated on 28 th December 2010 and is organized under the laws of Luxembourg as a Société anonyme for an unlimited period.

The registered office of the Company is established at 16, Rue Erasme L-1468 Luxembourg.

The Company's financial year starts on 1 st January and ends on 31 st December of each year.

The object of the Company is the direct and indirect acquisition and holding of participating interests, in any form whatsoever, in Luxembourg and/or in foreign undertakings, as well as the administration, development and management of such interests.

This includes but is not limited to, investment in, acquirement of, disposal of, granting or issuing of preferred equity certificates, whether convertible into shares or not, loans, bonds, notes debentures and other debt instruments, shares, warrants and other equity instruments or rights, including , but not limited to, shares of capital stock, limited partnership interests, limited liability company interests, preferred stock, convertible securities and swaps, and any combination of the foregoing, in each case whether readily marketable or not, and obligations (including but not limited to synthetic securities obligations) in any type of company, entity or other legal person

The Company may also use its funds to invest in real estate, in intellectual property rights or any other movable or immovable assets in any form or of any kind.

The Company may grant pledges, guarantees, liens, mortgages and any other form of securities as well as any form of indemnities, to Luxembourg or foreign entities, in respect of its own obligations and debts.

The Company may also provide assistance in any form (including but not limited to the granting of advances, loans, money deposits and credits as well as the providing of pledges, guarantees, liens, mortgages and any other form of securities, in any kind of form) to the Company's subsidiaries or companies in which the Company has a participating interest. On a more occasional basis and within the legal limits, the Company may provide the same kind of assistance to companies or undertakings which are part of the same group of companies to which the Company belongs to or to other persons or third parties, provided that doing so falls within the Company's best interest and does not trigger any license requirements.

In general the Company may carry out any commercial, industrial or financial operation and engage in such other activities as the Company deems necessary, advisable, convenient, incidental to, or not inconsistent with, the accomplishment and development of the foregoing.

Notwithstanding the above, the Company shall not enter into any transaction which would cause it to be engaged in any activity which would be considered as a regulated activity or that would require the Company to have any other license.

The Company and its subsidiaries is an integrated agricultural company in Ukraine. The main areas of the Group’s activities are:

- cultivation of grain and oilseeds crops, potato production;

- dairy farming.

The Company is listed on Warsaw Stock Exchange.

IMC S.A.

Notes to the annual accounts as at 31 st December 2022

17

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Note 2.1 - Basis of preparation

The annual accounts have been prepared in accordance with Luxembourg legal and regulatory requirements under the historical cost convention.

The accounting records and annual accounts are prepared in Euro.

Accounting policies and valuation rules are, besides the ones laid down by the law of 19 th December 2002 as amended, determined and applied by the Board of Directors.

The preparation of annual accounts requires the use of certain critical accounting estimates. It also requires the Board of Directors to exercise their judgment in the process of applying the accounting policies. Changes in assumptions may have a significant impact on the annual accounts in the period in which the assumptions changed. Management believes that the underlying assumptions are appropriate and that the annual accounts therefore present the financial position and results fairly.

The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities in the next financial year. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Company also prepares consolidated financial statements, which are published according to the provisions of the Luxembourg law.

The consolidated financial statements of the Company are available at its registered office or alternatively at

www.imcagro.com.ua

.

Note 2.2 - SIGNIFICANT ACCOUNTING POLICIES

The main valuation rules applied by the Company are the following:

Note 2.2.1 - Financial assets

Shares in affiliated undertakings and loans to these undertakings are valued at historical cost including the expenses incidental thereto.

In case of durable depreciation in value according to the opinion of Management, value adjustments are made in respect of financial assets, so that they are valued at the lower figure to be attributed to them at the balance sheet date. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.

Note 2.2.2 - Debtors

Debtors are valued at their nominal value. They are subject to value adjustments where their recovery is compromised. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.

IMC S.A.

Notes to the annual accounts as at 31 st December 2022

18

Note 2.2.3 - Foreign currency translation

Transactions expressed in currencies other than Euro are translated into Euro at the exchange rate effective at the time of the transaction. Formation expenses and long-term assets expressed in currencies other than Euro are translated into Euro at the exchange rate effective at the time of the transaction. At the balance sheet date, these assets remain translated at historical exchange rates.

Cash at bank is translated at the exchange rate effective at the balance sheet date. Exchange losses and gains are recorded in the profit and loss account of the year.

Other assets and liabilities are translated separately respectively at the lower or at the higher of the value converted at the historical exchange rate or the value determined on the basis of the exchange rates effective at the balance sheet date. The unrealized exchange losses are recorded in the profit and loss account. The exchange gains are recorded in the profit and loss account at the moment of their realization. Where there is an economic link between an asset and a liability, these are valued in total according to the method described above and the net unrealized losses are recorded in the profit and loss account whereas the net unrealized exchange gains are not recognized.

Note 2.2.4 - Provisions

Provisions are intended to cover charges or debts, the nature of which is clearly defined and which, at the date of the balance sheet, are either likely to be incurred or certain to be incurred but uncertain as to their amount or the date on which they will arise.

Provisions may also be created to cover charges that have originated in the financial year under review or in a previous financial year, the nature of which is clearly defined and which, at the date of the balance sheet, are either likely to be incurred or certain to be incurred but uncertain as to their amount or the date on which they will arise.

Provisions for taxation

Provisions for taxation corresponding to the tax liability estimated by the Company for the financial years for which the taxation has not yet been made by the tax authorities are recorded under the caption "Tax debts". The advance payments are shown in the assets of the balance sheet under the “Other receivables” item.

Note 2.2.5 - Creditors

Debts are recorded at their reimbursement value. Where the amount repayable on account is greater than the amount received, the difference is recorded in the profit and loss account when the debt is issued.

IMC S.A.

Notes to the annual accounts as at 31 st December 2022

19

Note 3 - FINANCIAL FIXED ASSETS

The movements for the year are as follows:

Affiliated undertakings

Total

Shares

EUR

Gross book value - opening balance

14,920,882.19

Gross book value - closing balance

14,920,882.19

Accumulated value adjustment - opening

0.00

Accumulated value adjustment - closing

0.00

Net book value - closing balance

14,920,882.19

Net book value - opening balance

14,920,882.19

The companies in which the Company holds at least 20% of the capital or in which it is jointly and severally liable are the following:

Company name

Registered address

Capital held fraction

Closure date last year

Net equity at closure date (USD)

Results from last year (USD)

Unigrain Holding Limited

6, loanni Stylianou, 2nd Floor, Flat 202, Nicosia 2003, Cyprus

100.00%

31/12/2022

59,986,142.00

11,956,657.00

Négoce Agricole S.à r.l.

16, rue Erasme, L- 1468 Luxembourg

100.00%

31/12/2021

180,967.61

39,265.36

IMC S.A.

Notes to the annual accounts as at 31 st December 2022

20

Note 4 - DEBTORS

Debtors are composed as follows :

2022

2021

EUR

Amounts owed by affiliated undertakings

becoming due and payable within one year

Other receivables

2,354,545.77

3,164,816.25

becoming due and payable after more than one year

Loans and advances

7,695,539.70

0.00

Other debtors

becoming due and payable within one year

Net wealth tax

0.00

20,560.00

Total

10,050,085.47

3,185,376.25

The company granted a loan to a group company for an amount of EUR 7,695,539.70 (USD 8,200,000.00). The loan bears interest at a rate of 4% per annum and matures on 31 st December 2024.

As at 31 st December 2022, the Company has dividends receivable from Unigrain Holding Limited in the amount of EUR 2,354,545.77 (2021: 3,164,816.25). As at 1st January 2022, the balance of dividends receivable from Unigrain Holding Limited amounted to EUR 3,164,545.77 (USD 3,690,000.00). During the year, Unigrain Holding Limited declared additional dividends of EUR 6,673,910.95 (USD 7,530,000.00) to the Company and repaid EUR 7,571,548.46 (USD 8,505,000.00) to the Company.

Note 5 - SUBSCRIBED CAPITAL

The subscribed capital amounts to EUR 44,375.58 (2021: EUR 41,4752.50) and is divided into 35,500,464 shares (2021: 33,178,000) with a nominal value of EUR 0.00 fully paid up.

2022

EUR

Subscribed capital - opening balance

41,472.50

Capital increase

2,903.08

Subscribed capital - closing balance

44,375.58

IMC S.A.

Notes to the annual accounts as at 31 st December 2022

21

Note 5 - SUBSCRIBED CAPITAL - continued

The Extraordinary General Meeting of Shareholders held on 18 th July 2022 (the “EGM”) decided to renew the authorised share capital in the amount of 17, 652.50 EUR for a period of 5 years from the date of the EGM and the related authorisation to the Board of Directors to issue new shares and to limit and cancel the existing shareholders’ preferential subscription rights of the Company within the limits of the authorised share capital.

The capital increase amounting to 2,903.09 EUR whereby 2,322,464 new shares without indication of nominal value were issued was confirmed in a statement issued by a notary on 29 th July 2022.

As of 31 st December 2022, there are no beneficial units, convertible bonds and similar securities or rights.

Note 6 - SHARE PREMIUM ACCOUNT

The movements on the "Share premium account" item during the year are as follows:

Share premium

Total

2022

EUR

Share premium and similar premiums - opening balance

17,823,042.48

Movements for the year

20,321.55

Share premium and similar premiums - closing balance

17,843,364.03

The movements for the year on the "Share premium and similar premiums" item corresponds to 20,321.55 EUR, following the decision taken by the Extraordinary General Meeting of Shareholders in the context of authorised capital) held on 18 th July 2022 (see note 5).

Note 7 - RESERVES

Note 7.1 - Legal Reserve

The Company is required to allocate a minimum of 5% of its annual net income to a legal reserve, until this reserve equals 10% of the subscribed share capital. This reserve may not be distributed.

IMC S.A.

Notes to the annual accounts as at 31 st December 2022

22

Note 8 - MOVEMENT FOR THE YEAR ON THE RESERVES AND PROFIT AND LOSS ITEMS

The movements for the year are as follows:

Legal reserve

Profit or loss brought forward

Profit or loss for the financial year

Interim dividends

EUR

As at 31/12/2021

4,148.40

1,164,246.84

25,787,188.00

-25,878,840.00

Movements for the year:

-

Allocation of previous year’s profit or loss

0.00

25,787,188.00

-25,787,188.00

25,878,840.00

-

Dividend / Interim dividend

0.00

-25,878,840.00

0.00

-

Profit or loss for the year

0.00

6,269,133.73

0.00

As at 31/12/2022

4,148.40

1,072,594.84

6,269,133.73

0.00

Note 9 - CREDITORS

Amounts due and payable for the accounts shown under “creditors” are as follows:

Within one year

Total

2022

Total

2021

EUR

Trade creditors

138,877.01

68,189.55

Tax debts

0.00

21,097.04

Other debts

99,411.20

84,388.14

Total

238,288.21

173,674.73

Note 10 - STAFF

There were no staff employed during the year.

Note 11 - OTHER OPERATING CHARGES

The other operating charges are composed as follows:

2022

2021

EUR

Director's fees

-483,806.27

-409,114.70

Total

-483,806.27

-409,114.70

IMC S.A.

Notes to the annual accounts as at 31 st December 2022

23

Note 12 - EMOLUMENTS GRANTED TO THE MEMBERS OF THE MANAGEMENT AND SUPERVISORY BODIES AND COMMITMENTS IN RESPECT OF RETIREMENT PENSIONS FOR FORMER MEMBERS OF THOSE BODIES

The emoluments granted to the members of the management and supervisory bodies in this capacity and the obligations arising or entered into in respect of retirement pensions for former members of those bodies for the financial year are broken down as follows :

2022

2021

EUR

Emoluments

Management bodies

483,806.27

409,114.70

Total

483,806.27

409,114.70

Note 13 - ADVANCES AND LOANS GRANTED TO THE MEMBERS OF THE MANAGEMENT AND SUPERVISORY BODIES

No commitment or guaranty has been taken on behalf of the members of the administrative, managerial and supervisory bodies.

Note 14 - TAXATION

The Company is subject to the general taxation rules applicable to commercial companies in Luxembourg.

Note 15 - OFF-BALANCE SHEET COMMITMENTS

The off-balance sheet commitments of the Company in relation to the bank loans taken by the subsidiaries are as follows:

Bank

Guarantor

Year of guarantee

Total amount of guarantee limit

USD

A mount of guarantee drawn as at 31.12.2022,

USD

JSC Ukrsibbank

IMC S.A.

2017

10,000,000.00

JSC Raiffaisen Bank aval

IMC S.A.

2020

13,000,000.00

11,500,000.00

Note 16 - SUBSEQUENT EVENTS

There were no other material events after the end of the reporting date, which have a bearing on the understanding of the

annual accounts.

IMC S.A.

Notes to the annual accounts as at 31 st December 2022

24

Note 17 - AUDITOR'S FEES

All fees paid and payable for the current fiscal year by the Company to the auditor are as follows :

Fees billed by Luxembourg approved audit firm (BDO Audit SA)

Other fees billed by BDO Luxembourg (BDO)

Fees billed by other audit firms

Fee Category

For the year ended 31/12/2022

For the year ended 31/12/2021

For the year ended 31/12/2022

For the year ended 31/12/2021

For the year ended 31/12/2022

For the year ended 31/12/2021

Audit fees

96,622.88

57,850.00

0.00

Audit related fees

19,304.83

23,137.92

0.00

38,095.24

34,309.96

Tax fees

0.00

2,627.13

2,410.00

0.00

115,927.71

80,987.92

2,627.13

2,410.00

38,095.24

34,309.96

Note 18 – OPERATING ENVIRONMENT AND GOING CONCERN

Operating environment

With a start of full-scale invasion of Ukraine by Russian Federation on 24 th February 2022, the further stable development of Ukrainian economy became a challenge and the operating environment remains risky and with high levels of uncertainty.

During 2022, the economy of Ukraine suffered the greatest losses and damages in the entire history of independence caused by the Russian Federation as a result of the invasion. In 2022, Ukraine's GDP decreased by 30.30% (according to the Ministry of Economy of Ukraine), and consumer inflation amounted to 26.60% (according to the State Statistics Service of Ukraine).

The Ukrainian economy experienced significant challenges and the government heavily relied on international financial support. The Ukrainian government received financing and donations from international organizations and various countries to support financial stability and to finance social related payments and military needs (International Monetary Fund, European Union, and directly from numerous countries).

The National Bank of Ukraine has imposed certain restrictions regarding withdrawals hryvnia by customers and since 24 th February 2022 switched from a flexible to a fixed exchange rate regime at UAH 29.25 for 1.00 USD (UAH 36.57 for 1.00 USD starting from 21 st July 2022) on the foreign currency exchange market to ensure the sound and stable operation of the country’s financial system.

Till August 2022 Black Sea ports in Ukraine remained blocked for export activities. It results in low export volumes of grain since 24 th February 2022. On 22 nd July 2022, Ukraine, the Russian Federation, Turkey and the United Nations signed the Istanbul Grain Agreement and the full launch of regular sea trade through the deep-sea ports has been renewed. As of the date of publication of this Report, the Agreement which was valid until mid-May has been extended.

The Group is developing additional shipping routes – there are contracts for shipment by rail across the Western borders of Ukraine, as well as across the Danube. The work of the Grain agreement in 2023 allowed the Group to increase the sales volume to almost pre-war levels – in the period January to April 2023, 328,000 tons of grain were shipped.

IMC S.A.

Notes to the annual accounts as at 31 st December 2022

25

Going concern

IMC S.A. and its subsidiaries (the “Group”) is an integrated agricultural company in Ukraine.

As mentioned above, IMC S.A. is the direct shareholder of Unigrain Holding Limited (Cyprus) and of Négoce Agricole S.A. (Luxembourg) and is a pure holding company.

Unigrain Holding Limited owns various agricultural companies operating in Ukraine, and Négoce Agricole S.A. trades the cereals produced.

IMC S.A. therefore depends on the dividend income from these subsidiaries. Going concern at the level of IMC S.A. is as a consequence highly dependent on the going concern of the underlying operating companies.

On 24 th February 2022 the Russian Federation launched a full-scale military invasion of Ukraine, which not only affected the economic and social life of the country, but also posed a number of operational issues for the Company. At the time of publication of this Report the war is ongoing and the significant general uncertainties inherent to the continued war exist.

The Group’s management has analyzed the observable impact of the War on its business as described below, but not limited to:

- The Group does not have a labor shortage and has managed to retain its staff. All of the staff at the enterprises returned to work in the office or in production.

- No critical assets preventing the Group to continue operations are damaged or located in the uncontrolled territories. All of the Group’s inventories are in good condition and are in safe storage.

- Till August 2022 Black Sea ports in Ukraine remained blocked for export activities. It results in low export volumes of grain since 24 th February 2022. On 22 nd July 2022, Ukraine, the Russian Federation, Turkey and the United Nations signed the Istanbul Grain Agreement and the full launch of regular sea trade through the deep-sea ports has been renewed. As of the date of publication of this Report, the Grain Agreement is valid until mid-July and may be extended. The Group is developing additional shipping routes - there are contracts for shipment by rail across the western borders of Ukraine, as well as across the Danube. The work of the Grain agreement in 2023 allowed the Group to increase the sales volume to almost pre-war levels - in the period January to April 2023, 328,000 tons of grain were shipped.

- Due to temporary occupation of the part of the land where the Group operates, the sowing areas in 2022 was reduced to 73.00% of all Group's land. It is planned to sow all 100.00% of the land in 2023. The structure of crops has changed in the direction of decreasing areas under corn in favor of sunflower and wheat - corn 42.00%, sunflower 29.00%, wheat 29.00% (58.00%, 22.00% and 18.00% in 2022 respectively). The Group is fully provided with agricultural materials for the upcoming sowing season 2023, as well as machineries for the field works.

- To ensure the necessary financing of the Group in 2022, the management has actively negotiated with banks. As a result, the term of renewal of the short-term credit line was extended and payments on investment loans were postponed. Also, credit limits on existing short-term credit lines have not yet been fully reached. The Group participated in the state program of preferential lending to agricultural companies and received a loan of UAH 50 Million (about USD 1,7 Million). To provide Ukrainian companies with working capital, the authorized capital of two operating subsidiaries of the Group was increased in the total amount of about USD 5.5 Million.

- The Group has sufficient working capital and access to financing in 2023. Negotiations were held with banks and the validity of short-term credit lines was extended, a short-term loan was repaid with the condition of its refinancing at the end of spring.

IMC S.A.

Notes to the annual accounts as at 31 st December 2022

26

- The Group is fully compliant with all sanction’s rules and regulations against Russia and Belarus. The Group does not cooperate with any company, organization or bank that cooperates or has any business relations with companies, organizations or banks in Russia and Belarus.

- The Group's companies continue to pay all taxes required by law and to comply with all business rules, regardless of martial law.

Management prepared two scenarios of Groups budget for the next 12 months, assuming full operation of the Grain Agreement and its suspension from mid-May 2023. The following assumptions were used in the scenarios:

• the impact of the war on business will continue for the next 12 months;

• further development of the war will not severely affect the Group's assets;

• all of the Group’s assets remain safe and in good condition;

• spring sowing and harvesting campaigns will be successful;

• repayment of the loans principal occurs according to the renegotiated terms;

• availability of alternative export routes via land borders and Danube;

• availability of railway roads and roads;

• in the first scenario the Grain Agreement will continue to be in force until the end of 2023 and in the second - will be terminated in mid-May 2023. Respectively, sales volume in the second scenario will decrease.

Based on these forecasts, Management concluded that it is appropriate to prepare the consolidated financial statements on a going concern basis.

Based on two scenario of forecasts for Group, the forecast budgets for IMC S.A. was prepared. The model does not provide for the receipt of new income from dividends, but cash inflow from existing receivables on dividends is sufficient to cover the company's costs.

Based on these forecasts, Management concluded that it is appropriate to prepare the standalone financial statements on a going concern basis. However, due to the currently unpredictable effects of the ongoing War on the significant assumptions underlying forecasts, Management concluded that a material uncertainty exists, which may cast significant doubt about the Group’s and the Company’s ability to continue as a going concern and, therefore, the Group and the Company may be unable to realize its assets and discharge its liabilities in the normal course of business

.