KSG Agro S.A.
Société Anonyme
24, rue Astrid
L-1143 Luxembourg
R.C.S. B 156.864
ANNUAL ACCOUNTS
AND REPORT OF THE REVISEUR D'ENTREPRISES AGREE
FOR THE YEAR ENDED 31 DECEMBER 2022

Table of contents
Management report 1-15
Balance sheet 16-20
Profit and loss account 21-22
Notes to the annual accounts 23-26
Report of the Réviseur d’Entreprises Agréé 27-31

1
KSG Agro S. A.
Société anonyme
Registered address: 24, rue Astrid
L-1143 Luxembourg, Grand Duchy of Luxembourg
R.C.S. Luxembourg: B 156.864
(the Company)
MANAGEMENT REPORT 2022
of the Board of directors to the annual general meeting of Shareholders of the Company
Dear Shareholders,
The Board of directors of the Company (the Board) hereby presents the annual accounts, consisting of the
balance sheet, the profit and loss account and the notes to the annual accounts for the financial year started
from January 1
st
, 2022 and ended on December 31
st
, 2022 (the Annual Accounts) and submits for your
approval such Annual Accounts, which are established in accordance with the applicable Luxembourg law
provisions.
RESULTS
The Company has a balance sheet total of USD 124.186,66 (one hundred twenty-four thousand one
hundred eighty-six United States Dollars and sixty-six cents) as at 31 December 2022, showing a loss of
USD 22.454.750,24 (twenty-two million four hundred fifty-four thousand seven hundred fifty United States
Dollars and twenty-four cents) for the year ending 31 December 2022 and losses brought forward of USD
19.160.423,92 (nineteen million one hundred sixty thousand four hundred twenty-three United States Dollars
and ninety-two cents) as at 31 December 2022
The Board of Directors considers that the partial reversal of the impairment booked in the accounts ending
31.12.2021 against the shares held in KSG Agricultural and Industrial Holding Ltd is no more justified mainly
considering that the enterprise value of KSG Agricultural and Industrial Holding Ltd is negative as at 31
December 2022 so it has been decided to cancel it, consequently the shares in that company are valued
as at 31.12.2022 at USD 1 according to the prudence principle. We remind that the shares of KSG
Agricultural and Industrial Holding Ltd have been fully impaired for the first time in 2014 due to the impact
of weakening of the currency which was extremely adverse and due to the annexation of Crimea which
deprived KSG Agro of almost one third of its farming business.
For further information on the performance of the Group, we refer to the management report on the
consolidated financial statements as at December 31
st
, 2022.
Thus, we request your approval of the Annual Accounts and to carry forward the loss realized for the
financial year ended December 31
st
, 2022 to the next financial year.
Pursuant to Article 480-2 of the modified Law of August 10, 1915 on commercial companies, the Board of
Directors unanimously resolves to i) establish a special report, and ii) propose to continue the Company’s
activity despite the result of the losses recorded and losses brought forward from the prior financial years
resulting in the Company’s net assets falling below one-quarter of the share capital.
IMPACT OF THE WAR EVENTS IN UKRAINE
On 24 February 2022, Russia started a full-scale invasion of Ukraine. Because the Group’s key assets and
operations are in Ukraine, the Group might be significantly affected by these events. Management’s
analysis of the risks and uncertainties surrounding the Invasion, as well as management’s strategy and
actions to mitigate those risks, are outlined in Note 3 to the consolidated financial statements. The outcome
of the Invasion, however, is impossible to predict at this time.

2
Since the start of the Russian Invasion, no fighting occurred in close vicinity to the Group’s assets. And due
to the successful counter-offensive by the Ukrainian Armed Forces, by the end of 2022 the front lines have
moved even further away. The Group’s pig farm and its crop fields are located on the western bank of the
Dnipro river, which is now fully controlled by the Ukrainian government.
During 2022, the Group had successfully completed its sowing and harvesting campaigns, and does not
expect significant interruptions to its production cycle in the near future. As at the date of this report, the
Group's spring sowing campaign of 2023 has also started.
As presented in the consolidated financial statements as at and for the year ended 31 December 2022, the
Group has negative equity and net loss for the current period.
Despite the above, management believes that the Company will continue to operate as a going concern.
Where possible, the judgments and estimates used in the accompanying Annual Accounts were updated
to reflect the impact of the ongoing war events. However, adopting a more conservative approach,
management only considered the events that had an unfavourable effect on such judgments and estimates.
ACTIVITY IN THE FIELD OF RESEARCH AND DEVELOPMENT
The Company is not involved in any activity in the field of research and development.
BRANCHES
The Company has no branch.
OWN SHARES
No additional own shares were acquired during the year.
As at December 31
st
, 2022, the Company is the holder of thirty-two thousand one hundred seventy-two
(32,172) own shares.
DISCHARGE
We propose that you grant full discharge at the Meeting by special vote to the members of the Company’s
Board of Directors and to the Company’s independent auditor (réviseur d’entreprises agréé) on the
execution of their respective mandates.
INFORMATION WITH RESPECT TO ARTICLE 11 OF THE LAW OF 19 MAY 2006 ON TAKEOVER BIDS
Article 11 a) the structure of their capital, including securities which are not admitted to trading on
a regulated market in a Member State, where appropriate with an indication of the different classes
of shares and, for each class of shares, the rights and obligations attaching to it and the percentage
of total share capital that it represents.
According to article 5.1 of the articles of association of the Company (the “Articles”), the Company’s
subscribed share capital amounts to one hundred fifty thousand two hundred United States Dollars (USD
150,200.00) represented by fifteen million twenty thousand (15,020,000) shares having a nominal value of
one Cent (USD 0.01) each.
All the issued share capital of the Company is admitted to listing and trading on the main market of the
Warsaw Stock Exchange.
On May 23, 2013, the Company bought back thirty-two thousand one hundred and seventy-two (32,172)
own shares, representing 0.21% of share capital, that are accounted for as treasury shares.

3
Article 11 b) any restrictions on the transfer of securities, such as limitations on the holding of
securities or the need to obtain the approval of the Company or other holders of securities, without
prejudice to article 46 of Directive 2001/34/EC.
The shares of the Company are transferred in accordance with customary procedures for the transfer of
securities in book-entry form. Furthermore, there is no restriction in relation with the transfer of securities
pursuant to article 7.5 of the Articles. The sole requirement is that any transfer shall be recorded in the
register of shares of the Company.
In accordance with article 7.10 of the Articles, any shareholder, company or individual, who acquires or
sells shares, including certificates representing shares of the Company, shall notify to the Company the
percentage of the voting rights he/she/it will own pursuant to such acquisition or sale, in case such
percentage reaches the thresholds of 5%, 10%, 15%, 20%, 33 1/3%, 50% and 66 2/3% or supersedes or
falls under such thresholds. The shareholders shall also notify the Company should the percentage of their
respective voting rights reach the above mentioned thresholds or supersede them or fall under such
thresholds pursuant to certain events amending the voting rights repartition of the Company.
Those notification requirements apply also to certain situations as listed by article 9 of the law of 11 January
2008 on transparency obligations with respect to the information of companies which securities are listed
on a regulated market.
Article 11 c) significant direct and indirect shareholdings (including indirect shareholdings through
pyramid structures and cross-shareholdings) within the meaning of Directive 2004/109/EC.
The distribution of shares of the Company as at the reporting date is as follows:
- OLBIS Investments LTD S.A. holds eight million seven hundred and five thousand five hundred
(8,705,500) shares, representing 57.96% of the issued share capital of the Company.
- KSG Agro S.A holds thirty-two thousand one hundred seventy-two (32,172) shares, representing 0.21%
of the issued share capital of the Company.
- In free float there are six million two hundred and eighty-two thousand three hundred twenty-eight
(6,282,328) shares, representing 41.83% of the issued share capital of the Company.
Article 11 d) the holders of any securities with special control rights and a description of those
rights.
There are no special control rights.
Article 11 e) the system of control of any employee share scheme where the control rights are not
exercised directly by the employees.
There is no employee share scheme.
Article 11 f) any restrictions on voting rights, such as limitations of the voting rights of holders of a
given percentage or number of votes, deadlines for exercising voting rights, or systems whereby,
with the Company’s cooperation, the financial rights attaching to securities are separated from the
holding of securities.
Pursuant to article 7.10 of the Articles, if a shareholder breaches the thresholds mentioned in point b) and
fails to notify the Company within the period of four (4) listing days, as stated therein, the exercise of voting
rights attached to the new participation exceeding the relevant threshold will be suspended.
Article 11 g) any agreements between shareholders which are known to the Company and may
result in restrictions on the transfer of securities or voting rights within the meaning of Directive
2004/109/EC.

4
To the best of our knowledge there are no such agreements.
Article 11 h) the rules governing the appointment and replacement of board members and the
amendment of the articles of association.
Pursuant to article 8 of the Articles, the Directors of the Company (the “Directors” or the “Board”, as
applicable) are to be appointed by the general meeting of the shareholders of the Company (the “General
Meeting”) for a period not exceeding six (6) years and until their successors are elected. Moreover, the
decision to suspend or dismiss a Director must be adopted by the General Meeting with a majority of more
than one-half (1/2) of all voting rights present or represented. When a legal person is appointed as Director,
the legal entity must designate a permanent representative (representant permanent) in accordance with
article 441-3 of the Company Law.
In accordance with article 20 of the Articles, the Articles may be amended from time to time by a General
Meeting under the quorum and majority requirements provided for by the Company Law.
Article 11 i) the powers of board members, and in particular the power to issue or buy back shares.
With respect to the acquisition of own shares, article 6 of the Articles establishes that the Company may
acquire its own Shares to the extent permitted by law. To the extent permitted by Luxembourg law, the
Board is irrevocably authorized and empowered to take any and all steps to execute any and all documents
to do and perform any and all acts for and in the name and on behalf of the Company which may be
necessary or advisable in order to effectuate the acquisition of the shares and the accomplishment and
completion of all related actions.
According to article 11.2 of the Articles, the Board is vested with the broadest powers to perform all acts of
administration and disposition in the Company’s interests and within the objectives and purposes of the
Company. All powers not expressly reserved by law or by the Articles to the General Meeting fall within the
competence of the Board.
Article 11 j) any significant agreements to which the Company is a party and which take effect, alter
or terminate upon a change of control of the Company following a takeover bid, and the effects
thereof, except where their nature is such that their disclosure would be seriously prejudicial to the
Company; this exception shall not apply where the Company is specifically obliged to disclose such
information on the basis of other legal requirements.
To the extent of our knowledge there are no such agreements.
Article 11 k) any agreements between the Company and its board members or employees providing
for compensation if they resign or are made redundant without valid reason or if their employment
ceases because of a takeover bid.
To the extent of our knowledge there are no such agreements.
CORPORATE GOVERNANCE
The Board of Directors observes the corporate governance rules of the Warsaw Stock Exchange included
in the ”Code of Best Practice for WSE Listed Companies” in the form and to the extent determined by the
Resolution No. 19/1307/2012 of the Exchange Supervisory Board dated 21 November 2012. Code of Best
Practice for WSE Listed Companies is available at the official website of the Warsaw Stock Exchange.
The Board of Directors consists of five members, three of each hold an executive role (Directors A), and
two directors are non-executive ones (Directors B):

5
Name
Date of
Appointment
Renewal mandate
Date of
Resignation
Mr. Sergiy Kasianov – Director A
March 8, 2011
August 17, 2020
Mr. Andriy Skorokhod – Director A
October 2, 2017
August 17, 2020
Mr. Andrii Mudriievskyi – Director A
May 23, 2014
August 17, 2020
Mr. Xavier Soulard – Director B
May 26, 2014
August 17, 2020
Mr. Eric Tazzieri – Director B
May 26, 2014
August 17, 2020
Mr. Sergiy Kasianov, Chairman of the Board of Directors, has a significant indirect holding of securities in
the Company. No other person has a significant direct or indirect holding of securities in the Company. No
person has any special rights of control over the Company’s share capital.
There are no restrictions on voting rights.
Appointment and replacement of Directors and amendments to the Articles of Association
With regard to the appointment and replacement of Directors, its Articles of Association (hereinafter referred
to as the “Articles of Association”) and Luxembourg Law comprising the modified Law of August 10, 1915
on Commercial Companies (the “Company Law”) govern the Company. A general meeting of the
shareholders under the quorum may amend the Articles of Association from time to time and majority
requirement provided for by the Company Law.
Powers of Directors
The Board is responsible for managing the business affairs of the Company within the clauses of the Articles
of Association. The Directors may only act at duly convened meetings of the Board of Directors or by written
consent in accordance with article 9 of Articles of Association.
Rights of the shareholders
Articles of Association and national laws and regulation govern the operation of the shareholders meetings
and their key powers, description of their rights.
Transfer of shares
Transfer of shares is governed by Articles of Association of the Company.
Meetings of the Board of Directors
In this regard the Company is governed by Article 9 of the Articles of Association.
Mr. Sergiy Kasianov has been appointed as Chairman of the Board of Directors.
The Board of Directors shall meet upon call by the Chairman, or any two Directors at the place and time
indicated in the notice of meeting, the person(s) convening the meeting setting the agenda.
Written notice of any meeting of the Board of Directors shall be given to all Directors at least five (5) calendar
days in advance of the hour set for such meeting, except in circumstances of emergency where 24 hours
prior notice shall suffice which shall duly set out the reason for the urgency.

6
The Board of Directors may act validly and validly adopt resolutions if approved by the majority of Directors
including at least one class A and one class B Director at least a majority of the Directors are present or
represented at a meeting.
Audit Committee
The audit committee is composed of three members and is in charge of overseeing financial reporting and
disclosure.
Name
Class
Date of
Appointment
Renewal
mandate
Date of
Resignation
Mr. Andriy Skorokhod
Director A
October 2,
2017
August 17, 2020
-
Mr. Xavier Soulard
Director B
May 26, 2014
August 17, 2020
-
Mr. Eric Tazzieri
Director B
May 26, 2014
August 17, 2020
-
Internal Control
The Company’s management is responsible for establishing and maintaining adequate controls over
financial reporting process for KSG Agro S.A., which include the appropriate level of Board of Directors’
involvement.
KSG Agro S.A. maintains an effective internal control structure. It consists, in particular, of organizational
arrangements with clearly defined lines of responsibility and delegation of authority, and comprehensive
systems and control procedures. An important element of the control environment is an ongoing internal
audit program. KSG Agro S.A.’s internal control system also contains monitoring mechanisms, and actions
taken to correct deficiencies where they are identified.
To assure the effective administration of internal controls, KSG Agro S.A. carefully selects employees,
develops and disseminates oral and written policies and procedures, provides appropriate communication
channels and fosters an environment conducive to the effective functioning of controls.
The Company’s internal control over financial reporting includes those policies and procedures that:
- pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the Company;
- provide reasonable assurance that transactions are recorded as necessary to permit preparation
of annual accounts in accordance with Luxembourg generally adopted accounting principles;
- provide reasonable assurance that receipts and expenditures of the Company are being made only
in accordance with authorizations of management and directors of the Company;
- provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of the Company’s assets that could have a material effect on the annual
accounts.
We believe that it is essential for the Company to conduct its business affairs in accordance with the highest
ethical standards, as set forth in KSG Agro S.A.

7
OPERATING ENVIRONMENT AND GOING CONCERN
In determining the appropriate basis for preparation of the Annual Accounts, the Board of Directors and
management are required to consider whether the Group can continue in business for the foreseeable
future. Those considerations are presented below.
Key risks and uncertainties
Financial performance of the Group is naturally dependent upon weather conditions in areas of operation
and the wider economic environment of Ukraine. To mitigate these risks, the Group continues to implement
its strategy of focusing on more profitable segments, crop farming and pig breeding, and of restructuring its
old and overdue liabilities.
On 24 February 2022, Russian forces began a large-scale military invasion of Ukraine. The ongoing military
attack has resulted, and continues to result, in significant causalities, dislocation of the population, damage
to infrastructure and disruption to economic activity in Ukraine. Multiple infrastructure and industrial facilities
of various businesses across Ukraine have already been damaged and the risk to employee wellbeing,
severe disruption to operations or plant and equipment in certain parts of Ukraine remains moderately high.
A material uncertainty still exists about the length, breadth and intensity of the war, its aftermath, and its
effect on the Group.
As at the date these Annual Accounts are being issued, except for the material uncertainty regarding the
outcome of the ongoing Russian Invasion, its impact on the security of the Group’s assets and its long-
lasting effects on Ukrainian economy, management are not aware of any other factors which might severely
jeopardize going concern.
Risks and uncertainties: Russia-Ukraine war
The Group’s operations are predominantly in Ukraine. Ukraine has been engaged in a lengthy war with
Russia since as early as February 2014, a war still ongoing as at the date these Annual Accounts are being
issued.
2014-2022: Euromaidan, Annexation of Crimea, and the War in Donbas
In February 2014, after a series of anti-government protests (called ‘Euromaidan’) swept the country, the
President of Ukraine fled, and the new Interim Government had been formed. In March 2014, using this
political instability, Russia annexed the Crimean Peninsula, and then provoked and began actively
supporting a continuing armed conflict between the Ukrainian army and Russian-backed separatists in the
Donbas region of Ukraine. In May 2014, a new, pro-European, President of Ukraine was elected, and the
country slowly started to recover.
The loss of Crimea, the conflict in Donbas, all resulted in radical market shifts for key export-oriented
sectors. The Ukrainian economy suffered a deep slump throughout the whole of 2014 – 2016. As part of
the government’s stabilisation measures, the National Bank of Ukraine (“NBU”) imposed numerous
restrictions, including those on international money transfers. The Group lost a substantial chunk of its
assets as a result of Russia’s annexation of Crimea in 2014 and NBU’s restrictions imposed significant
difficulties with timely repayment of loans to the Group’s international creditors.
Most of these loans also became immediately due, and so the Group had to negotiate restructuring of the
loans to be able to make payments in the new conditions. Restructuring eventually started in 2017, when
a letter of intent was signed with the Group’s largest creditors to confirm preliminary restructuring terms. By
summer of 2020, the Group had successfully settled all of its major loans.
By summer of 2021 the economy also mostly recovered. Overall macroeconomic stabilisation was
evidenced by a rise in domestic investment, revival in household consumption, increase in agricultural and
industrial production, construction activity and improved environment on external markets. Consumer price
inflation has slowed down to, and was expected to remain around, 5% in future years.

8
As of 23 February 2022, political and economic situation in Ukraine remained relatively stable.
2022: Russian Invasion
On 24 February 2022, Russia started a full-scale invasion of Ukraine. After an initial series of air strikes,
which targeted key military infrastructure, Russian ground troops moved in across the whole length of the
state border between Russia and Ukraine (north-east and east), as well as south from the annexed Crimea.
Facing heavy resistance from both the regular Ukrainian Armed Forces and government-supported
Territorial Defence Forces (which include civilians), Russian ground troops failed to gain a significant
foothold in Ukraine fast enough and, after two weeks, their ground progress has essentially stalled. For
details refer to Note 27.
Due to the slow progress of the Russian troops, and because the Group’s locations are in the very center
of Ukraine, management currently estimates the risk that any fighting will reach the Group’s pig farm to be
low.
Management’s Assessment of the Impact of the War
As at the date these Annual Accounts are being issued, the War has been going on for 9 years already.
But even amidst this war, Ukraine’s economy and army have only been getting stronger. From 2016 and
onwards, the exchange rates for the Ukraine’s national currency Hryvnya have stabilised (data below is
from NBU):
2021
2020
2019
2018
2017
2016
2015
2014
2013
UAH for 1 EUR
32.3
30.8
28.9
32.1
30.1
28.3
24.2
15.7
10.6
UAH for 1 USD
27.3
27.0
25.8
27.2
26.6
25.6
21.8
11.9
7.9
And key macro-economic indicators have also improved (data below is from World Bank):
2021
2020
2019
2018
2017
2016
2015
2014
2013
GDP, USD billion
200
156
154
131
112
93
91
134
190
Inflation, %
9.4
2.7
7.8
10.9
14.4
13.9
48.6
12.1
(0.2))
All of the Group’s major problems in the past 9 years were the result of the ongoing war, but despite the
difficulties, the Group still managed to overcome the odds and continues to do so.
Table 1. The Group’s total obligations under bank and other loans as at 31 December over the years
were as follows:
in USD million
2021
2020
2019
2018
2017
2016
2015
2014
2013
Non-current portion
24.9
24.5
17.5
20.5
22.5
20.9
17.5
11.1
43.6
Current portion
2.7
2.9
11.8
23.8
24.7
24.4
28.9
55.6
59.8
Total bank and other loans
27.6
27.4
29.3
44.3
47.2
45.3
46.4
66.7
103.4

9
Table 2. Improvements in the Group’s working capital as at 31 December over the years were as
follows:
in USD million
2021
2020
2019
2018
2017
2016
2015
2014
2013
Current Assets
23.3
18.4
20.4
22.4
17.5
13.9
20.3
20.6
88.0
Current Liabilities
(23.1))
(25.6))
(43.9))
(49.1))
(42.1))
(41.8))
(53.5))
(82.2))
(112.8))
Working Capital
0.2
(7.2))
(23.5))
(26.7))
(24.6))
(27.9))
(33.2))
(61.6))
(24.8))
Table 3. The Group’s annual revenue and EBITDA over the years were as follows:
in USD million
2021
2020
2019
2018
2017
2016
2015
2014
2013
Revenue
30.7
21.3
23.9
28.3
23.2
20.9
19.3
26.3
58.0
EBITDA
9.9
6.0
9.3
2.9
8.3
11.3
16.4
6.8
2.0
The above indicators suggest that the Group has an obvious track record of persevering through adversity.
And, from the improvement in macro-economic indicators, we may further derive that other Ukrainian
businesses exhibit the same trait. A trait that seems to be in the DNA of Ukrainian people, serving as a
testament that the victory will be eventually ours.
Ukraine already received overwhelming international support, both politically and economically. In addition
to receiving donations from sympathisers (major financial institutions and governments) across the globe,
the Government of Ukraine also issued several rounds of war bonds to finance its military. Other financial
aid packages from abroad are on their way. This aid should help the Government to stabilise and more or
less secure its pre-Invasion financial position, as well as keep key macro-economic projections at their pre-
Invasion levels.
For regions of Ukraine that are further away from the fighting, the current crisis feels in a way just like the
continuation of COVID, people got used to movement restrictions and business lockdowns.
And, drawing further comparisons with COVID, we believe that the expected financial aid packages would
serve as the much-needed vaccine booster shot, increasing the country's financial immunity against the
devastating effects of a war.
During 2022, the Group had successfully completed its sowing and harvesting campaigns, and does not
expect significant interruptions to its production cycle in the near future. As at the date these Annual
Accounts are being issued, the Group's spring sowing campaign of 2023 has also started.
As a result, both the July harvest of winter crops, as well as the planned harvest of summer crops due
around September, in addition to constant supply of pork, should maintain the Group's profitability at a
sufficient level to both support its operational needs, as well as funding any scheduled repairs and
maintenance of equipment, for at least the next twelve months from the date these Annual Accounts are
being issued.
Risks and uncertainties: long-term financing and cash gaps
The Group had very low liquidity indicators in the past which, to a considerable extent, were a result of
unpaid and overdue loans. By August 2020, those loans had been fully settled and the new loans attracted
from TASCOMBANK now have a reasonable repayment schedule. Refer to Table 1 above which shows
the gradual reduction in both, the overall balance of loans and their short-term portion.

10
In December 2022, the Group negotiated new credit terms with TASCOMBANK which better reflect the
Group's financing needs during wartime (Note 16). The new terms are effective from the first quarter of
2023.
Under the new terms, the established total credit limit for TASCOMBANK loans remains at UAH 450 million,
interest rates for tranches in UAH are 25% per annum and allow for partial compensation of the rate by
state-funded programs, while interest rates for tranches in USD and EUR are fixed at 9% per annum.
Under the new terms, the bulk of the loan principal will be due in December 2025. While under the previous
terms, a total of USD 9,568 thousand was already due by the end of 2023.
In the first quarter of 2023, the Group repaid a total of 7,077 thousand of its existing TASCOMBANK loans
and received new tranches in the total amount of USD 6,033 thousand, which would take advantage of the
new terms (Note 27).
According to management’s five-year projections, the Group is expected to generate sufficient cash flow
from operations to ensure overall repayment of the loans both in the long-term and in the next twelve-month
period, while the unutilised loan capacity will be used to cover the occasional cash gaps. For their
projections, where practical, management adopted a more conservative scenario, in order to account for
various possible adverse effects of the Russian Invasion.
The forecasts in the model were based on the following key assumptions:
- further developments in Russia’s military invasion of Ukraine will not limit the full planned use of the
Group’s production and storage facilities, and of its land bank;
- all of the Group’s assets will remain safe and in good condition;
- remaining logistic routes (rail and road) will continue to be available;
- the Group will be able to procure sufficient levels of required volume of plant and animal protection
products, fuel and other inputs for crop farming and pig breeding;
- the Group will be able to successfully agree further postponements of debt servicing with its main lenders;
- the Group will be able to obtain, if necessary, additional financing from the servicing bank and/or negotiate
the extension of its existing lines of credit.
Development strategy: Continuing focus on crop farming and pig breeding
The Group continues to implement its simple strategy of focusing on three winter crops, two summer crops
and pigs of a single breed. The Group’s products, being basic food products, are always in demand, and
remained in especially high demand in 2022 and 2023, during war time.
Crop Farming
After careful deliberation, management decided not to adjust its crop mix in view of the probable future
shifts in both local and global demand for certain crops as a result of Russia’s invasion of Ukraine. The
Group shall preserve its current ratio of 60% winter crops (wheat, barley, rapeseed) and 40% summer crops
(sunflower, corn). In the long-term perspective, this had proven to be a more rational approach
agronomically.
The weather in 2022 was not as graceful to agricultural producers as last year, but the yields on crops were
no less than budgeted. Both the sowing and the harvesting campaigns were carried out as planned, without
major interruptions. This was achieved by forming sufficient strategic reserves of seeds, fertilisers and fuel
during March and April, and even earlier.

11
In March 2022, the Group also secured additional financing from TASCOMBANK, the Group’s main lender,
to prepay key production costs (fertiliser, fuel, feed components, and salaries) ahead of their anticipated
price increases, as well as to fund the wartime reserve of key production supplies.
Pig Breeding
As for pig breeding, pig production and sales were in line with the previous year:
Marketable Pigs, in units
2022
2021
As at 1 January
43,701
41,416
Additions
106,044
108,158
Disposals
(106,771)
(105,515)
Transfers (to) / from nucleus herd, net
(715)
(358)
As at 31 December
42,259
43,701
In 2021, the Group purchased 900 new sows as part of its herd rejuvenation efforts and started
reconstruction of the second stage of the pig-breeding complex, which will allow the Group to further
increase its production capacity. And in October 2022, the Group put into operation a new fattening shop
for 2,340 pigs.
To safeguard against the risk of temporary supply chain disruptions during wartime, the Group began to
maintain a strategic three-month supply of raw materials for the production of compound feeds at its feed
mill.
Overall, operational performance is considered satisfactory. As at the date these Annual Accounts are
being issued, management do not observe any internal or external indicators of events or circumstances
which might severely hinder or otherwise impede the Group’s progress in achieving its short-term
operational goals.
Development strategy: improving key financial ratios
The Group had very low liquidity indicators in the past which, to a considerable extent, were a result of
unpaid and overdue loans. As discussed above, by August 2020, those loans had been fully settled and
the new loans attracted from TASCOMBANK now have a reasonable repayment schedule.
Since September 2020, management have focused their efforts on further improving the Group’s key
financial ratios, specifically its negative net current assets. This goal was achieved by April of 2021, primarily
through disposal of several subsidiaries.

12
Net Current Assets
Improvements in the Group’s net current assets (i.e. working capital) over the years are presented in Table
2 above. The adjusted working capital in 2022 as compared to 2021 was as follows:
in USD million
31 December
2022
31 December
2021
Current Assets minus Current Liabilities
(10.9)
0.2
less: Other financial assets
(0.3)
(0.4)
less: Other financial liabilities
7.8
7.8
less: refinanced loans (i)
6.0
-
Adjusted Working Capital
2.6
7.6
In assessing day-to-day performance of the business, management excludes ‘other financial assets’ and
‘other financial liabilities’, as those mostly comprise old non-trade balances subject to restructuring, and
analyses the change in the resulting ‘adjusted working capital’. Based on management’s assessment, the
adjusted working capital as at the date these Annual Accounts are being issued is sufficient.
(i) As discussed above, in December 2022, the Group negotiated new credit terms with TASCOMBANK,
effective from the first quarter of 2023. While under the previous terms, a total of USD 9.5 million of loans
was already maturing by the end of 2023, under the new terms, the bulk of the loan principal will instead
be due in December 2025. Because during the first quarter of 2023, the Group already refinanced a total
of USD 6.0 million as long-term loans, management excludes them from their calculation of adjusted
working capital for 2022.
Shareholders’ Equity
The Group changed its approach to determining the fair value of productive swines (i.e. sows, which are
the main component of the Group's long-term biological assets) as at 31 December 2022 and 2021. And
the results of the prior-year valuation were revised due to an error in how the previous methodology was
applied. The adjusted fair value should more consistently resemble the market value of sows with similar
characteristics (such as weight, age and breed).
This change resulted in a significant decrease in the total value of the Group’s assets and in a negative
total equity of USD 12.4 million as at 31 December 2022. In addition, since maintaining a positive total
equity was one of the financial covenants under the Group’s loans with TASCOMBANK, this also resulted
in the breach of these covenants by the Group, giving the bank the right to impose sanctions – specifically,
to demand immediate repayment of all loans and to impose fines.
As at 31 December 2022, to mitigate the risk of sanctions being imposed on the Group due to breach of
financial covenants, the Group obtained a formal letter from TASCOMBANK, confirming that the bank
officially waives its rights to impose the above sanctions with regard to this breach.
Management has also negotiated an extension on repayment of the loan from OLBIS Investments S.A.,
including all interest, in the total amount of USD 15.5 million, until 2036. OLBIS Investments S.A., which is
owned and controlled by the Group’s UBO, additionally confirmed it is open to extend this date even further,
if it would be required to support future liquidity and solvency of the Group.
Based on management's five-year financial projections, the Group is expected to generate sufficient future
profits to ensure the increase of total equity to a positive value in the long-term. Additionally, when Russia’s

13
war in Ukraine eventually ends and the economy starts to recover, the fair value of the Group’s assets is
also expected to naturally increase.
In conclusion
Management forecasts, taking account of reasonably possible downsides, indicate that the Group has
adequate resources to continue in operational existence for the foreseeable future. The Board of Directors
has, therefore, concluded that it is appropriate to prepare these Annual Accounts on a going concern basis.
However, due to the currently unpredictable effects of the ongoing Russian Invasion of Ukraine on the
significant assumptions underlying management forecasts, a material uncertainty exists, which may cast
significant doubt on the Company’s ability to continue as a going concern.
BUSINESS AND FINANCIAL RISKS
For more details on this matter we refer to the section “Business and Financial Risk” of the consolidated
management report included in the consolidated financial statements as at December 31, 2022.
FINANCIAL INSTRUMENTS
The Company didn’t use any financial instruments during the years 2022.
RELATED PARTIES
The list of related parties identified by Management in accordance with the definition given in article 65.7
ter of the law of 19 December 2002 as modified regarding the Register of Commerce and Companies as
well as the accounting and annual accounts of undertakings (hereafter « law of 19 December 2002 » ) are
as follows:
Name of the related party
Nature of relationship
Sergiy KASIANOV
Director A and Chairman of the Board
Andriy SKOROKHOD
Director A
Andrii MUDRIIEVSKYI
Director A
Xavier SOULARD
Director B
Eric TAZZIERI
Director B
Olbis Investments LTD SA
Direct shareholder
KSG Agricultural and Industrial Holding LTD
Direct subsidiary
KSG Agro Polska
Indirect subsidiary
KSG Energy Group LTD (in liquidation)
Indirect subsidiary (50%)
Parisifia Trading LTD
Indirect subsidiary
Abbondanza SA
Indirect subsidiary (50%)
Enterprise n°2 of Ukrainian agricultural and
industrial holding LLC
Indirect subsidiary
Scorpio Agro LLC
Indirect subsidiary

14
Agro-Trade House Dniprovsky LLC
Indirect subsidiary
Agro Golden LLC
Disposed in 2022
SPE Promvok LLC
Indirect subsidiary
Hlebna Liga LLC
Disposed in 2022
Rantye LLC
Indirect subsidiary
Agroplaza LLC
Indirect subsidiary
Stepove LLC
Indirect subsidiary
Dzherelo LLC
Indirect subsidiary
Kolosyste LLC
Indirect subsidiary
Ukrzernoprom - Prudy LLC
Indirect subsidiary
Ukrzernoprom - Uyutne LLC
Indirect subsidiary
Ukrzernoprom - Kirovske LLC
Disposed in 2022
Ukrzernoprom - Yelizavetove LLC
Disposed in 2022
KSG Dnipro LLC
Indirect subsidiary
Strong-invest LLC
Indirect subsidiary
Modern Agricultural Investments LLC
Indirect subsidiary
The following significant related parties transactions have been identified:
The carrying amount of dividends payable to the Company by KSG Agricultural and Industrial Holding Ltd
is fully impaired as at December 31, 2022.

15
SUBSEQUENT EVENTS
Any relevant developments relating to the Russian Invasion of Ukraine have been disclosed here above.
Nothing else to be reported.
We invite you to approve this report following its lecture.
The Board remains at the full disposal of the shareholders for any further information in relation to the
above.
___________________________
___________________________
Name: Sergiy KASIANOV
Name: Andriy SKOROKHOD
Title: Chairman / A Director
Date: 07/06/2023
Title: A Director
Date: 07/06/2023
___________________________
Name: Andrii MUDRIIEVSKYI
Title: A Director
Date: 07/06/2023
___________________________
___________________________
Name: Xavier SOULARD
Name: Eric TAZZIERI
Title: B Director
Date: 07/06/2023
Title: B Director
Date: 07/06/2023

Page 1/5
The notes in the annex form an integral part of the annual accounts
Annual Accounts Helpdesk :
Tel. : (+352) 247 88 494
Email : centralebilans@statec.etat.lu
RCSL Nr. : Matricule :
BALANCE SHEET
Financial year from to
(in )
01 02
03
ASSETS
Reference(s) Current year Previous year
A. Subscribed capital unpaid
1101 101 102
I. Subscribed capital not called
1103 103 104
II. Subscribed capital called but
unpaid
1105 105 106
B. Formation expenses
1107 107 108
C. Fixed assets
1109 109 110
I. Intangible assets
1111 111 112
1. Costs of development
1113 113 114
2. Concessions, patents, licences,
trade marks and similar rights
and assets, if they were
1115 115 116
a) acquired for valuable
consideration and need not be
shown under C.I.3
1117 117 118
b) created by the undertaking
itself
1119 119 120
3. Goodwill, to the extent that it
was acquired for valuable
consideration
1121 121 122
4. Payments on account and
intangible assets under
development
1123 123 124
II. Tangible assets
1125 125 126
1. Land and buildings
1127 127 128
2. Plant and machinery
1129 129 130
B156864
20102228759
01/01/2022
31/12/2022
USD
KSG AGRO S.A.
Rue Astrid, 24
1143 LUXEMBOURG
1.00
22,294,001.00

Page 2/5
The notes in the annex form an integral part of the annual accounts
RCSL Nr. : Matricule :
Reference(s) Current year Previous year
3. Other fixtures and fittings, tools
and equipment
1131 131 132
4. Payments on account and
tangible assets in the course
of construction
1133 133 134
III. Financial assets
1135 135 136
1. Shares in affiliated undertakings
1137 137 138
2. Loans to affiliated undertakings
1139 139 140
3. Participating interests
1141 141 142
4. Loans to undertakings with
which the undertaking is linked
by virtue of participating
interests
1143 143 144
5. Investments held as fixed
assets
1145 145 146
6. Other loans
1147 147 148
D. Current assets
1151 151 152
I. Stocks
1153 153 154
1. Raw materials and consumables
1155 155 156
2. Work in progress
1157 157 158
3. Finished goods and goods
for resale
1159 159 160
4. Payments on account
1161 161 162
II. Debtors
1163 163 164
1. Trade debtors
1165 165 166
a) becoming due and payable
within one year
1167 167 168
b) becoming due and payable
after more than one year
1169 169 170
2. Amounts owed by affiliated
undertakings
1171 171 172
a) becoming due and payable
within one year
1173 173 174
b) becoming due and payable
after more than one year
1175 175 176
3. Amounts owed by undertakings
with which the undertaking is
linked by virtue of participating
interests
1177 177 178
a) becoming due and payable
within one year
1179 179 180
b) becoming due and payable
after more than one year
1181 181 182
4. Other debtors
1183 183 184
a) becoming due and payable
within one year
1185 185 186
b) becoming due and payable
after more than one year
1187 187 188
B156864
20102228759
3
1.00
22,294,001.00
1.00
22,294,001.00
124,185.66
126,513.23
4
11,745.49
12,165.17
302.93
313.98
302.93
313.98
1.00
1.00
1.00
1.00
11,441.56
11,850.19
11,441.56
11,850.19

Page 3/5
The notes in the annex form an integral part of the annual accounts
RCSL Nr. : Matricule :
Reference(s) Current year Previous year
III. Investments
1189 189 190
1. Shares in affiliated undertakings
1191 191 192
2. Own shares
1209 209 210
3. Other investments
1195 195 196
IV. Cash at bank and in hand
1197 197 198
E. Prepayments
1199 199 200
TOTAL (ASSETS)
201 202
B156864
20102228759
5
112,440.17
112,440.17
112,440.17
112,440.17
1,907.89
124,186.66
22,420,514.23

Page 4/5
The notes in the annex form an integral part of the annual accounts
RCSL Nr. : Matricule :
CAPITAL, RESERVES AND LIABILITIES
Reference(s) Current year Previous year
A. Capital and reserves
1301 301 302
I. Subscribed capital
1303 303 304
II. Share premium account
1305 305 306
III. Revaluation reserve
1307 307 308
IV. Reserves
1309 309 310
1. Legal reserve
1311 311 312
2. Reserve for own shares
1313 313 314
3. Reserves provided for by the
articles of association
1315 315 316
4. Other reserves, including the
fair value reserve
1429 429 430
a) other available reserves
1431 431 432
b) other non available reserves
1433 433 434
V. Profit or loss brought forward
1319 319 320
VI. Profit or loss for the financial year
1321 321 322
VII. Interim dividends
1323 323 324
VIII. Capital investment subsidies
1325 325 326
B. Provisions
1331 331 332
1. Provisions for pensions and
similar obligations
1333 333 334
2. Provisions for taxation
1335 335 336
3. Other provisions
1337 337 338
C. Creditors
1435 435 436
1. Debenture loans
1437 437 438
a) Convertible loans
1439 439 440
i) becoming due and payable
within one year
1441 441 442
ii) becoming due and payable
after more than one year
1443 443 444
b) Non convertible loans
1445 445 446
i) becoming due and payable
within one year
1447 447 448
ii) becoming due and payable
after more than one year
1449 449 450
2. Amounts owed to credit
institutions
1355 355 356
a) becoming due and payable
within one year
1357 357 358
b) becoming due and payable
after more than one year
1359 359 360
B156864
20102228759
-1,025,134.28
21,429,615.96
6
150,200.00
150,200.00
7
40,318,256.87
40,318,256.87
9
-5,877.16
-5,877.16
9
127,460.17
126,650.17
15,020.00
14,210.00
112,440.17
112,440.17
9
-19,160,423.92
-41,429,661.65
9
-22,454,750.24
22,270,047.73
10
1,149,320.94
990,898.27
127.96
127.96

Page 5/5
The notes in the annex form an integral part of the annual accounts
RCSL Nr. : Matricule :
Reference(s) Current year Previous year
3. Payments received on account
of orders in so far as they are
not shown separately as
deductions from stocks
1361 361 362
a) becoming due and payable
within one year
1363 363 364
b) becoming due and payable
after more than one year
1365 365 366
4. Trade creditors
1367 367 368
a) becoming due and payable
within one year
1369 369 370
b) becoming due and payable
after more than one year
1371 371 372
5. Bills of exchange payable
1373 373 374
a) becoming due and payable
within one year
1375 375 376
b) becoming due and payable
after more than one year
1377 377 378
6. Amounts owed to affiliated
undertakings
1379 379 380
a) becoming due and payable
within one year
1381 381 382
b) becoming due and payable
after more than one year
1383 383 384
7. Amounts owed to undertakings
with which the undertaking is
linked by virtue of participating
interests
1385 385 386
a) becoming due and payable
within one year
1387 387 388
b) becoming due and payable
after more than one year
1389 389 390
8. Other creditors
1451 451 452
a) Tax authorities
1393 393 394
b) Social security authorities
1395 395 396
c) Other creditors
1397 397 398
i) becoming due and
payable within one year
1399 399 400
ii) becoming due and
payable after more than
one year
1401 401 402
D. Deferred income
1403 403 404
TOTAL (CAPITAL, RESERVES AND LIABILITIES)
405 406
B156864
20102228759
270,792.09
203,034.43
270,792.09
203,034.43
694,304.97
609,244.51
694,304.97
609,244.51
184,095.92
178,619.33
5,476.59
178,619.33
178,619.33
178,619.33
178,619.33
124,186.66
22,420,514.23

Page 1/2
The notes in the annex form an integral part of the annual accounts
Annual Accounts Helpdesk :
Tel. : (+352) 247 88 494
Email : centralebilans@statec.etat.lu
RCSL Nr. : Matricule :
PROFIT AND LOSS ACCOUNT
Financial year from to
(in )
01 02
03
Reference(s) Current year Previous year
1. Net turnover
1701 701 702
2. Variation in stocks of finished
goods and in work in progress
1703 703 704
3. Work performed by the undertaking
for its own purposes and capitalised
1705 705 706
4. Other operating income
1713 713 714
5. Raw materials and consumables and
other external expenses
1671 671 672
a) Raw materials and consumables
1601 601 602
b) Other external expenses
1603 603 604
6. Staff costs
1605 605 606
a) Wages and salaries
1607 607 608
b) Social security costs
1609 609 610
i) relating to pensions
1653 653 654
ii) other social security costs
1655 655 656
c) Other staff costs
1613 613 614
7. Value adjustments
1657 657 658
a) in respect of formation expenses
and of tangible and intangible
fixed assets
1659 659 660
b) in respect of current assets
1661 661 662
8. Other operating expenses
1621 621 622
9. Income from participating interests
1715 715 716
a) derived from affiliated undertakings
1717 717 718
b) other income from participating
interests
1719 719 720
B156864
20102228759
01/01/2022
31/12/2022
USD
KSG AGRO S.A.
Rue Astrid, 24
1143 LUXEMBOURG
4,289.15
-136,769.77
-147,336.10
-136,769.77
-147,336.10
11
-22,747.20
-23,435.94

Page 2/2
The notes in the annex form an integral part of the annual accounts
RCSL Nr. : Matricule :
Reference(s) Current year Previous year
10. Income from other investments and
loans forming part of the fixed assets
1721 721 722
a) derived from affiliated undertakings
1723 723 724
b) other income not included under a)
1725 725 726
11. Other interest receivable and similar
income
1727 727 728
a) derived from affiliated undertakings
1729 729 730
b) other interest and similar income
1731 731 732
12. Share of profit or loss of
undertakings accounted for under
the equity method
1663 663 664
13. Value adjustments in respect of
financial assets and of investments
held as current assets
1665 665 666
14. Interest payable and similar expenses
1627 627 628
a) concerning affiliated undertakings
1629 629 630
b) other interest and similar expenses
1631 631 632
15. Tax on profit or loss
1635 635 636
16. Profit or loss after taxation
1667 667 668
17. Other taxes not shown under items
1 to 16
1637 637 638
18. Profit or loss for the financial year
1669 669 670
B156864
20102228759
285.70
35,030.91
285.70
35,030.91
3-5
-22,294,000.00
22,406,439.17
-331.53
-331.53
-22,449,273.65
22,270,698.04
12
-5,476.59
-650.31
-22,454,750.24
22,270,047.73

However, due to the currently unpredictable effects of the ongoing Russian Invasion of Ukraine on the significant assumptions underlying management forecasts, a material uncertainty exists,
which may cast significant doubt on the Company’s ability to continue as a going concern.
The annual accounts have been a prepared on a going concern basis and the Board estimates that it will continue to operate.
• Impact of the war events in Ukraine
The Russian Invasion of Ukraine had started in late February 2022 and is ongoing as at the date of this report. Because the Group’s key assets and operations are in Ukraine, the Group might be
significantly affected by these events. Management’s analysis of the risks and uncertainties surrounding the Invasion, as well as management’s strategy and actions to mitigate those risks, are
outlined in Note 3 to the consolidated financial statements. The outcome of the Invasion, however, is impossible to predict at this time.
As at the date of this report, management, therefore, does not expect significant interruptions to both its spring sowing campaign and its harvesting of winter crops shortly after.
Its registered office is established at 24, rue Astrid, L-1143 Luxembourg.
The Company's financial year starts on 1 January and ends on 31 December of each year.
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 unrealised exchange losses are recorded in the profit and loss account. The realized exchange gains are recorded in the profit and loss
account at the moment of their realisation.
The annual accounts are expressed in USD.
KSG Agro S.A.
Société Anonyme
R.C.S. B 156.864
Notes to the annual accounts as at 31 December 2022
Note 1 – General Information
KSG Agro S.A. ''the Company'' was incorporated on 16 November 2010 under the name *Borquest S.A.* and organised under the laws of Luxembourg in the form of a Société Anonyme for an
unlimited period. On 8 March 2011, the Company's name was changed into its current denomination.
2.2 Significant accounting policies and valuation rules
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.
The purpose of the Company shall be the acquisition of ownership interests, in Luxembourg or abroad, in any companies or enterprises in any form whatsoever and the management of such
ownership interests. The Company may in particular acquire by way of subscription, purchase and exchange or in any other manner any stock, shares and securities of whatever nature, including
bonds, debentures, certificates of deposit and other debt instruments and more generally any securities and financial instruments issued by any public or private entity whatsoever. It may
participate in the creation, development and control of any company or enterprise. It may further invest in the acquisition and management of a portfolio of patents and other intellectual
property rights.
Note 2 – Significant accounting policies and valuation rules
2.1 General principles
The Company also prepares consolidated annual accounts, which are published according to the Luxembourg legal requirements.
These annual accounts were approved by the Board of Directors on 7 June 2023.
KSG Agro S.A., separately referred to as “KSG Agro” or the “Company” and together with its subsidiaries referred to as the “Group”, remains among the largest vertically integrated agricultural
groups in the Dnipropetrovsk region of Ukraine, present in all major sectors of the agricultural market, including production, storage, processing and sale of agricultural products. Its key
operating activities are breeding of pigs, processing of pork and production of wheat and sunflower.
The annual accounts are prepared in accordance with Luxembourg legal and regulatory requirements under the historical cost convention and the going concern assumption. Accounting policies
and valuation rules are, besides the ones laid down by the amended Law of 19 December 2002 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 judgement 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 fairly the financial position and results.
The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities in the next financial year. Estimates and judgements are continually assessed and are
based on historical experience and other factors, including expectations of futures events that are believed to be reasonable under the circumstances.
Cash is valued at its nominal value.
Shares in affiliated undertakings are valued at acquisition cost including the expenses incidental thereto.
Fixed assets expressed in currencies other than USD are translated into USD at the exchange rate effective at the time of the transaction. At the balance sheet date, these assets remain
translated at historic exchange rates.
2.2.4 Foreign currency translation
2.2.1 Financial assets
Since the start of the Russian Invasion, no fighting occurred in close vicinity to the Group’s assets. The Group’s pig farm and its crop fields are located in the center of Ukraine, which hasn’t seen
any fighting yet.
The Company is listed on the Warsaw stock exchange.
Transactions expressed in currencies other than USD are translated into USD at the exchange rate effective at the time of the transaction.
In the case of a durable depreciation in value according to the opinion of the Board of the Directors, 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.
The main accounting policies and valuation rules applied by the Company are the following, in accordance with the principles described above:
Debts are valued at their reimbursement value.
2.2.3 Cash at bank and in hand
2.2.5 Debts
Where the amount repayable on account is greater than the amount received, the difference is shown in the profit and loss account when the debt is issued.
22

KSG Agro S.A.
Société Anonyme
R.C.S. B 156.864
Notes to the annual accounts as at 31 December 2022
The movements of the year are as follows:
Shares in
affiliated
underta-
kings
Loans to
affiliated
underta-
kings
Participating
interests
Loans to
underta-
kings with
which the
undertaking is
linked by
virtue of
participa-
ting
interests
Investments held
as fixed assets
Other loans Total
USD USD USD USD USD USD USD
36,002,800.00 - - - - - 36,002,800.00
- - - - - - -
- - - - - - -
- - - - - - -
36,002,800.00 - - - - - 36,002,800.00
(13,708,799.00) - - - - - (13,708,799.00)
(22,294,000.00) - - - - - (22,294,000.00)
- - - - - - -
- - - - - - -
(36,002,799.00) - - - - - (36,002,799.00)
22,294,001.00 - - - - - 22,294,001.00
1.00 - - - - - 1.00
Ownership
%
Last
balance
sheet date
100% 31/12/2022
Within one year
After more than
one year
Total
2022
Total
2021
USD USD
302.93 - 302.93 313.98
- Dividends receivable 1.00 - 1.00 1.00
- Other loan - - - -
- - - -
- Tax advances 11,440.56 - 11,440.56 11,849.19
- Other receivables 1.00 - 1.00 1.00
11,745.49 - 11,745.49 12,165.17
Own shares
Total
USD USD
Gross book value- opening balance 112,440.17 112,440.17
- -
- -
- -
Gross book value - closing balance 112,440.17 112,440.17
Accumulated value adjustment- opening balance (112,439.17) (112,439.17)
- -
- -
- -
Accumulated value adjustment- closing balance (112,439.17) (112,439.17)
Net book value- opening balance 1.00 1.00
Net book value- closing balance 1.00 1.00
The Company's financial asset shown in the above table above has been impaired following the assessment made by the Board of Directors. Consequently, the Board of Directors has recorded a
durable depreciation of USD 22,294,000 according to the prudence principle.
Note 5 - Investment securities
Disposals for the year
Transfers for the year
KSG Agricultural and Industrial Holding LTD
The dividends receivable (before 2021) from the subsidiary KSG Agricultural and Industrial Holding Ltd with a gross value of USD 2 020 328,54 as at 31 December 2022 (USD 2 020 328,54 as at
31 December 2021) are impaired to a net book value of USD 1,- as at 31 December 2022 (USD 1,- as at 31 December 2021).
Transfers for the year
Allocations for the year
Reversals for the year
2. Amounts owed by affiliated undertakings
3. Amounts owed by undertakings with which the company is linked by virtue of participating interests
4. Other debtors
Total
Note 4 - Debtors
Additions for the year
The movements for the year are as follows:
(19,337,839.00)
Accumulated value adjustment - closing balance
Net book value - opening balance
Net book value - closing balance
Transfers for 2022
Additions for 2022
Disposals for 2022
Accumulated value adjustment - opening balance
Allocations for 2022
Note 3 – Financial assets
Reversals for 2022
Transfers for 2022
Gross book value - closing balance
Gross book value - opening balance
Name of undertakings (legal
form)
Registered office
Net equity at
the balance
sheet date of
the company
concerned
Profit or loss
of the last
financial year
USD
USD
1. Trade receivables
Debtors are composed as follows :
Cyprus
(2,420,287.00)
23

KSG Agro S.A.
Société Anonyme
R.C.S. B 156.864
Notes to the annual accounts as at 31 December 2022
Share premium
Other
premiums
2022
USD USD USD
Share premium account - opening balance 40,318,256.87 - 40,318,256.87
- - -
Share premium account - closing balance 40,318,256.87 - 40,318,256.87
Legal
reserve
Reserves
for own
shares
Reserves
provided for
by the
Articles of
Association
Other
reserves
Profit or
loss brought
forward
Result for the
financial
year
Dividends
payment
Total
USD USD USD USD USD USD USD USD
14,210.00 112,440.17 - (5,877.16) (41,429,661.65) 22,270,047.73 - (19,038,840.91)
-
-
810.00 - - - 22,269,237.73 (22,270,047.73) - -
-
- - - - (22,454,750.24) - (22,454,750.24)
-
- - - - - - - -
15,020.00 112,440.17 - (5,877.16) (19,160,423.92) (22,454,750.24) - (41,493,591.15)
After less than
one year
After more than
one year
Total
2022
Total
2021
USD USD USD USD
- - - -
- - - -
- - - -
-
127.96 - 127.96 -
- -
- - - -
270,792.09 - 270,792.09 203,034.43
- - - -
694,304.97 - 694,304.97 609,244.51
- - - -
5,476.59 - 5,476.59 -
- - - -
178,619.33 - 178,619.33 178,619.33
1,149,320.94 - 1,149,320.94 990,898.27
2022 2021
USD USD
Tax expense for the financial year :
-
Net wealth tax 5,476.59 650.31
5,476.59 650.31
01-Jan-22
Movement for the year 2022
Allocation of prior year's profit or loss
Profit or loss of the year
Note 12 – Other taxes
The allocation of the loss for the year 2021 was approved by the General Shareholders' meeting of 21 November 2022.
Amounts owed to affiliated undertakings consist of an interest free advance from KSG Agricultural and Industrial Holding Ltd (due to invoice payments made on behalf of the Company).
3. Payments received on account of orders in so far they are not shown separately as deductions from stocks
As at
Note 11 - Staff
The Company had no employees in 2022.
Total
Total
The tax expense of the Company for the financial year is broken down as follows :
Other creditors are mainly composed of a Promissory Note of USD 159 756,93 repayable to GEM Global Yield Fund Limited.
5. Bills of exchange payable
4. Trade creditors
b) Social security
6. Amounts owed to affiliated undertakings
9. Other creditors
b) Non-convertible loan
a) Convertible loans
Movements of the year
Note 8 – Legal reserve
In accordance with article 461-1 of the modified law of 10 August 1915 on commercial companies, Luxembourg companies are required to allocate to a legal reserve a minimum of 5% of the
annual net income, until this reserve equals 10% of the subscribed share capital. This reserve cannot be distributed.
1. Convertible debenture loans
31-Dec-22
a) Tax
Note 10 – Creditors
Amounts due and payable for the accounts shown under “creditors” are as follows:
7. Amounts owed to undertakings with which the company is linked by virtue of participating interests.
8. Tax and social security debts
2. Amounts owed to credit institutions
The movements on the “Share premium account” item during the year are as follows:
The subscribed capital amounts to USD 150 200,- and is divided into 15 020 000 shares fully paid-up with a nominal value per unit of USD 0,01.
Other movements
Note 7 – Share premium account
Note 9 – Movements for the year on the reserves and profit/loss items
The movements for the year are as follows:
As at
Note 6 – Subscribed capital
24

KSG Agro S.A.
Société Anonyme
R.C.S. B 156.864
Notes to the annual accounts as at 31 December 2022
Creditors
Amount (excluding
interests)
Interest % Comments
EKF Denmark's Export
Credit Agency
1,604,013.00 EUR
5,5 following
default event
There are no significant subsequent events after 31 December 2022.
This amount in overdue corresponds to the sum of the 18 bills received initially by KSH AIH from Breeders of
Denmark based on the agreement n°01.40.2012 signed on 18/10/2012. During 2015, collection of this debt
was assigned to EKF. On June 19, 2019, KSH AIH was offered a Settlement agreement which has not been
respected. As a consequence the total outstanding amount of € 1.604.013,- is due by KSG AIH as at
31.12.2021, at a rate of 5,5 per year. The Company was initially acting as guarantor and is still a guarantor
following the transfer to EKF.
As at 31 December 2022, the following guarantee agreements are still applicable:
Note 17 - Subsequent events
Note 13 - Off balance sheet commitments
Note 15 - Emoluments granted to the members of the managing and supervisory bodies and commitments in respect of retirement pensions for
former members of those bodies
Note 16 - Advances and loans granted to the members of the managing and supervisory bodies
In 2022 the Directors of the Company received no remuneration (2021: nil).
There are no advances, loans or commitments given on their behalf by way of guarantee of any kind granted to the members of the management and supervisory bodies during the financial year
(2021: nil).
25

PKF Audit & Conseil Sàrl
Cabinet de révision agréé - RC B222994
37, rue d’Anvers L-1130 Luxembourg +352 28 80 12
PKF Audit & Conseil is a member of PKF Global, the network of member firms of PKF International Limited, each of which is a separate and independent legal entity and does not accept any
responsibility or liability for the actions or inactions of any individual member or correspondent firm(s).
INDEPENDENT AUDITOR’S REPORT
To the Shareholders of
KSG Agro S.A.
24, Rue Astrid
L-1143 Luxembourg
Report on the audit of the annual accounts
Opinion
We have audited the annual accounts of KSG Agro 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 present fairly, in all material respects, the financial
position of the Company as at 31 December 2022, and its financial performance 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, the 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
o
537/2014, the Law of 23 July 2016 and ISAs as adopted for
Luxembourg by the CSSF are further described in the « Responsibilities of “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 2.1 of the annual accounts which describes the military conflict in Ukraine and
any adverse economic, political and military developments that may adversely affect the operations,
profitability and liquidity of the Company. However, these developments cannot be determined with
certainty at this stage. In addition, the Company has a negative equity and net loss for the current period
due to the impairment of the financial asset.

The above conditions indicate the existence of material uncertainty that may cast significant doubt on the
Company’s ability to continue its operations as a going concern.
Our opinion is not modified in respect of these matters.
Other matter
The audit of the annual accounts for the financial year ended 31 December 2021 was performed by
another auditor who issued an unmodified audit opinion on those annual accounts on 13 October 2022.
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. We have determined the matters described below to be the key audit
matters to be communicated in our report.
Valuation of shares in affiliated undertakings
We refer to the accounting policies disclosed in Note 2.2.1 and Note 3 Financial Assets in the annual
accounts. The shares in affiliated undertakings amount to USD 1 on 31 December 2022.
Value adjustments on shares in affiliated undertakings are recorded in the case of a durable depreciation
so that they are valued at the lower of cost and recovery values. The measurement of necessary value
adjustments requires significant judgment applied by the management in assessing the recovery value of
the financial assets and the durable nature of any applicable impairment.
How our audit addressed the key audit matter
We performed audit procedures to identify if triggers of impairment exist in relation to the valuation of
the shares in affiliated undertakings by gathering and inspecting the following information:
o We obtained the last audited annual accounts from the affiliated undertaking;
o We assessed whether there is a need and objective evidence for impairment and compared our
results with the assessment made by management.
Based on the above information, we verified whether the judgments and decisions made by the
management in making the accounting estimates included in the annual accounts were appropriate and
reasonable.

Other information
The Board of Directors is responsible for the other information. The other information comprises the
information stated in the annual report including the management report and the 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 the annual accounts in
accordance with Luxembourg legal and regulatory requirements relating to the preparation of the annual
accounts and for such internal control as it determines is necessary to enable the preparation of annual
accounts that are free from material misstatement, whether due to fraud or error.
In preparing the annual accounts, the Board of Directors is responsible for assessing the Company's ability
to continue as a going concern, disclosing any going concern issues and applying the going concern basis
of accounting unless the Board of Directors intends to liquidate the Company or to cease operations, or if
there is no realistic alternative.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
The Executive Board is responsible for the presentation of the annual accounts in accordance with the
requirements set forth in the EU Regulation No. 2019/815 on the Single European Electronic Format ("
ESEF Regulation ").
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 the
“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.
As part of an audit 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, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:

o 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.
o 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.
o Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Board of Directors.
o 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.
o 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.
Our responsibility is to obtain sufficient appropriate evidence to conclude on whether the format and
mark-up of the digital consolidated financial statements comply, in all material respects, with the
requirements set out in the ESEF Regulation.
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.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with 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.