IMC S.A.

Société anonyme

ANNUAL ACCOUNTS

FOR THE FINANCIAL YEAR ENDED 31 ST DECEMBER 2023

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

16, Rue Erasme

L-1468 Luxembourg

________________________

RCS Luxembourg : B157843

IMC S.A.

NOTES TO THE ANNUAL ACCOUNTS ON 31 ST DECEMBER 2023

Management Responsibility Statement .................................................................................. 16

Note 1 - GENERAL INFORMATION ....................................................................................... 17

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ....................................... 18

Note 2.1 - Basis of preparation ............................................................................................... 18

Note 2.2 - Significant accounting policies ............................................................................... 18

Note 2.2.1 - Financial assets .................................................................................................. 18

Note 2.2.2 - Debtors ............................................................................................................... 18

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

Note 2.2.4 - Provisions ........................................................................................................... 19

Note 2.2.5 - Creditors ............................................................................................................. 19

Note 3 - FINANCIAL FIXED ASSETS .................................................................................... 20

Note 4 - DEBTORS ................................................................................................................. 21

Note 5 - SUBSCRIBED CAPITAL ........................................................................................... 21

Note 6 - SHARE PREMIUM ACCOUNT ................................................................................. 22

Note 7 - RESERVES .............................................................................................................. 22

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

ITEMS ..................................................................................................................................... 22

Note 9 - CREDITORS ............................................................................................................. 23

Note 10 - STAFF ..................................................................................................................... 23

Note 11 - OTHER OPERATING CHARGES .......................................................................... 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 ............................................... 23

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

MANAGEMENT AND SUPERVISORY BODIES .................................................................... 24

Note 14 - TAXATION .............................................................................................................. 24

Note 15 - OFF-BALANCE SHEET COMMITMENTS .............................................................. 24

Note 16 - SUBSEQUENT EVENTS ........................................................................................ 24

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

Note 18 – OPERATING ENVIRONMENT AND GOING CONCERN ...................................... 25

IMC S.A.

Notes to the annual accounts as at 31 st December 2023

16

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 202 3 , 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 2023

17

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;

The Company is listed on Warsaw Stock Exchange.

IMC S.A.

Notes to the annual accounts as at 31 st December 2023

18

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.

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

IMC S.A.

Notes to the annual accounts as at 31 st December 2023

19

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 2023

20

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%

31/12/2022

202,489.73

21,522.12

IMC S.A.

Notes to the annual accounts as at 31 st December 2023

21

Note 4 - DEBTORS

Debtors are composed as follows :

2023

2022

EUR

Amounts owed by affiliated undertakings

becoming due and payable within one year

Other receivables

2,392,985.81

2,354,545.77

becoming due and payable after more than one year

Loans and advances

7,733,586.09

7,695,539.70

Total

10,126,571.90

10,050,085.47

The company granted a loan to a group company for an amount of EUR 7,429,094.96 (USD 8,200,000.00). The loan bears interest at a rate of 4% per annum and matures on December 31, 2024.

As at 31st December 2023, the Company has dividends receivable from Unigrain Holding Limited in the amount of EUR 2,392,985.81 (2022: 2,354,545.77). As at 1st January 2023, the balance of dividends receivable from Unigrain Holding Limited amounted to EUR 2,354,545.77 (USD 2,715,000.00). During the year, Unigrain Holding Limited declared additional dividend of EUR 661,264.79 (USD 710,000.00) to the Company and paid it during the year to the Company.

Note 5 - SUBSCRIBED CAPITAL

The subscribed capital amounts to EUR 44,375.58 and is divided into 35,500,464 shares without indication of nominal value.

2023

EUR

Subscribed capital - opening balance

44,375.58

Subscribed capital - closing balance

44,375.58

As of 31 st December 2023, there are no beneficial units, convertible bonds and similar securities or rights.

IMC S.A.

Notes to the annual accounts as at 31 st December 2023

22

Note 6 - SHARE PREMIUM ACCOUNT

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

Share premium

Total

2023

EUR

Share premium and similar premiums - opening balance

17,843,364.03

Share premium and similar premiums - closing balance

17,843,364.03

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.

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

EUR

As at 31/12/2022

4,148.40

1,072,594.84

6,269,133.74

Movements for the year:

-

Allocation of previous year’s profit or loss

0.00

6,269,133.74

-6,269,133.74

-

Profit or loss for the year

0.00

-261,277.75

As at 31/12/2023

4,148.40

7,341,728.58

-261,277.75

IMC S.A.

Notes to the annual accounts as at 31 st December 2023

23

Note 9 - CREDITORS

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

Within one year

Total

2023

Total

2022

EUR

Trade creditors

138,158.43

138,877.01

Tax debts

62,871.72

0.00

Other debts

125,646.88

99,411.20

Total

326,677.03

238,288.21

Note 10 - STAFF

There were no staff employed during the year.

Note 11 - OTHER OPERATING CHARGES

The other operating charges are composed as follows:

2023

2022

EUR

Software licences

3,600.00

0.00

Director's fees

607,501.14

483,806.27

Fines, sanctions and penalties

-59.80

0.00

Total

611,160.94

483,806.27

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 :

2023

2022

EUR

Emoluments

Management bodies

607,501.14

483,806.27

Total

607,501.14

483,806.27

IMC S.A.

Notes to the annual accounts as at 31 st December 2023

24

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 31.12.2023, USD

JSC Ukrsibbank

IMC S.A.

2017

10,000,000.00

7,898,000.00

JSC Raiffaisen Bank aval

IMC S.A.

2020

11,500,000.00

European Bank for Reconstruction and Development

IMC S.A.

2023

13,000,000.00

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.

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 approved audit firm (Crowe network)

Fees billed by other Luxembourg firms (BDO Audit, BDO Tax)

Fee Category

For the year ended 31/12/2023

For the year ended 31/12/2022

For the year ended 31/12/2023

For the year ended 31/12/2022

Audit fees

129,174.54

38,095.24

43,239.00

96,622.88

Audit related fees

18,427.50

0.00

21,222.00

19,304.83

Tax fees

0.00

6,303.60

2,627.13

147,602.04

38,095.24

70,764.60

118,554.84

IMC S.A.

Notes to the annual accounts as at 31 st December 2023

25

Note 18 – OPERATING ENVIRONMENT AND GOING CONCERN

Operating environment

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

Despite the war and continued Russian attacks on critical infrastructure facilities, in 2023 Ukraine's economy began to gradually recover.

In 2023, the real GDP of Ukraine grew, according to various estimates, by 5-5.5%. This is a recovery growth after a sharp decline of 30.4% in 2022. Despite the recovery, GDP is still about a quarter smaller than in 2021.

Inflation at the end of 2023 decreased to 5.1% in annual terms, while a year ago its value reached 26.6%.

Ukraine entered 2023 with the official exchange rate fixed at 36.6 UAH/USD, which was maintained by the NBU for most of the year. Since October, the National Bank switched to a managed flexibility regime, but due to the significant volume of currency interventions, exchange rate fluctuations were not significant and the average annual official exchange rate remained at the level of 36.6 UAH/USD, although at the end of the year the exchange rate increased to 38 UAH/USD. Overall, the banking system remains stable, sufficiently capitalized, liquid and profitable.

In 2023, Ukraine continued to receive foreign financial aid — more than in 2022 (USD 42.5 billion in 2023 versus USD 31.1 billion in 2022), and more regularly and predictably. Aid mostly came in the form of loans (63% of all financial aid) rather than grants; but these loans were very preferential and necessary for Ukraine, as they allowed to finance important budgetary needs already today. Foreign aid covered 71% of the needs of the state budget, the rest was financed mostly through the issuance of government bonds.

Thanks to foreign financial assistance, foreign exchange reserves in 2023 reached historically record levels of USD 40.5 billion. A high level of reserves is a kind of safety cushion in case of interruptions with further aid flows.

In 2023, Ukraine created its own Ukrainian maritime corridor to the Black Sea ports of Odesa region after Russia stopped fulfilling its agreements under the Grain Agreement (signed on 22 July 2022 in Istanbul). This made it possible to gradually increase not only the export of grain, but also to restore the sea export of other goods, as well as to renew the sea import.

Going concern

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

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.

Ukraine continues to face the ongoing full-scale Russian invasion since 24 February 2022, with significant war operations in the south and east of the country and drone and rocket attacks against civilian infrastructure throughout the whole territory of Ukraine. War affected

IMC S.A.

Notes to the annual accounts as at 31 st December 2023

26

the economic and social life of the country and 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:

- As of 31 December 31 2023, 94 employees of IMC are currently serving in the Armed Forces of Ukraine. All our enterprises have received the status of critically important enterprises for the functioning of the economy and ensuring the livelihood of the population in a special period. During 2023 more than 500 employees have had official deferment from service to perform their official duties. 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.

- It was sown 100% of the land bank in 2023 (73% in 2022) . The structure of crops was changed in the direction of decreasing areas under corn in favor of sunflower and wheat in 2023 - corn 40%, sunflower 28%, wheat 27% (58%, 22% and 18% in 2022 respectively).

- There was temporary instability of work of the Group due to electricity outages in Ukraine caused by Russia's attacks on Ukrainian power generation and distribution infrastructure. In order to avoid downtime, the companies of the Group were provided with heat and power units.

- In July 2023 Russia terminated The Black Sea Grain Initiative (“Grain deal”), that has led to the temporary suspension of shipping routes for the export of grain from Ukraine. However, from the second half of August 2023 the temporary humanitarian Black Sea corridor started to operate with no regular schedule, and with vessels moving whenever the security conditions allow. The Group successfully exports through the Black Sea corridor and also uses alternative logistics routes.

- To ensure the necessary financing of the Group in 2023, the management was actively negotiated with banks. As a result, the volume of short-term loans aimed at replenishing working capital remained almost at the previous level, while new long-term investment loans were attracted. All loan payments, both interest repayments and principal payments, are made according to the schedules approved by the contracts. The Group has committed to comply with loans covenants. As at 31 December 2023 some of covenants on long-term loans for total amount USD 17 847 thousand was violated by the Group. The Group received from the banks waiver of rights to require compliance with the breached covenant as at 31 December 2023, but after the end of reporting period. As a result, the laons in full amount was reclassified as current portion of long-term loans.

In response to abovementioned impacts, the Group has taken the following actions:

o The safety and well-being of our employees have been the utmost priority amid military actions in Ukraine resulting from russia’s invasion. IMC has been providing extensive support to its employees. The business processes have been reorganized to adjust to the existing challenges and to provide continuity to the Group’s activities.

o It is planned to sow all 100% of the land. For the 2024 season, the traditional group seeding structure has returned - corn 60%, sunflower 22%, wheat 18% (corn 40%, sunflower 28%, wheat 27% for 2023).

o To reduce the risk of loss of stocks from destruction due to missile attacks, stocks are placed in different regions and different locations. To reduce the risk of damage of stocks from long-term storage, alternative shipping routes are being developed to prevent

IMC S.A.

Notes to the annual accounts as at 31 st December 2023

27

accumulation of stocks in warehouses, and plastic sleeves are used for storing crops in order to ensure the most correct storage conditions outside the elevator.

o The Group successfully exports through the Black Sea corridor and also uses alternative logistics routes - by rail across the western borders of Ukraine and river navigation through the Danube. To strengthen logistical autonomy, a fleet of grain trucks was purchased, which will help improve operational efficiency and increase IMC's export capabilities.

o The Group is fully provided with agricultural materials for the upcoming sowing season 2024, as well as machineries for the field works.

o The Group has sufficient working capital and access to financing. The Group has balanced proportions between the volume of renewable short-term credit lines and long- term investment programs.

o The Group is fully compliant with all sanction’s rules and regulations against Russia and Belarus. IMC 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.

o 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 Groups budget for the next 12 months with the following assumptions:

• 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 terms;

• availability of sea export routes via Black Sea;

• availability of railway and transport infrastructure within the country.

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

Based on forecast 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.