MHP SE

Parent's Separate

Financial Statements

31 December 2023

MHP SE

Contents

BOARD OF DIRECTORS AND OTHER OFFICERS

1

MANAGEMENT REPORT

2

BOARD OF DIRECTORS' RESPONSIBILITY STATEMENT

5

INDEPENDENT AUDITOR'S REPORT

6

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

12

STATEMENT OF FINANCIAL POSITION

13

STATEMENT OF CHANGES IN EQUITY

14

STATEMENT OF CASH FLOWS

15

NOTES TO THE FINANCIAL STATEMENTS

16

1.

Incorporation and principal activities

16

2.

Material accounting policies

16

3.

Financial risk factors

26

4.

Critical accounting estimates and judgements

35

5.

Revenue

38

6.

Administrative expenses

38

7.

Finance cost, net

38

8.

Other income

39

9.

Taxation

39

10.

Dividends

40

11.

Investments in subsidiaries

40

12.

Investments in associates

41

13.

Loans receivable

42

14.

Other receivables

43

15.

Cash at bank

43

16.

Other financial assets measured at amortized cost

43

17.

Financial assets at fair value through profit and loss

44

18.

Property, plant and equipment

44

19.

Shareholder's equity

45

20.

Bonds issued (Note 3.8)

45

21.

Loans payable (Note 3.8)

47

22.

Interest payable

47

23.

Financial guarantees

47

24.

Related party transactions

49

25.

Operating environment of the Group

51

26.

Commitments and contingent liabilities

52

27.

Events after the reporting period

53

MHP SE

BOARD OF DIRECTORS AND OTHER OFFICERS

Board of Directors:

John Grant (appointed 27 December 2017)

Viktoria Kapelyushnaya (appointed 27 December

2017)

Yuriy Kosyuk (appointed 27 December 2017)

Andriy Bulakh (appointed 28 December 2021)

John Clifford Rich (appointed 27 December 2017)

Christakis Taoushanis (appointed 26 August 2018)

Philip J Wilkinson (appointed 24 March 2020)

Oscar Chemerinski (appointed 7 March 2023)

Company Secretary:

Confitrust Limited

Independent Auditors:

Ernst & Young Cyprus Limited

Registered office:

16-18 Zinas Kanther Street

Ayia Triada

3035 Limassol

Cyprus

1

MHP SE

MANAGEMENT REPORT

The Board of Directors presents its report and audited separate financial statements of MHP SE ("the Company") for the year ended 31 December 2023.

Incorporation

The Company is registered under the laws of Cyprus, was formed in Luxembourg on 30 May 2006 under the name MHP S.A. It was converted from a public limited liability company ("Société anonyme") into a European company ("Societas Europaea") with effect from 7 August 2017.

On 27 December 2017, the Company transferred its registered office (the "Seat Transfer") under the provisions of the Cyprus Companies Law, Cap. 113, from 5, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg, to 16-18 Zinas Kanther Street, Ayia Triada, 3035 Limassol, Cyprus.

Principal activity

The principal activities of the Company, which are unchanged from last year, are holding of participations in any form in foreign companies, acquisition by purchase, subscription, and exchange of stock, bonds, debentures, deposits and provision of finance to group companies as well as consultancy services. The principal business activities of the Company and its subsidiaries (the "Group") are mainly in Ukraine and Europe and are in poultry and related operations, grain growing, as well as other agricultural operations (meat processing and meat products ready for consumption).

Review of current position, future developments and significant risks

In 2023, the Company realized a total comprehensive income for the year of US$ 16,458,078 compared to a total comprehensive income of US$23,257,586 in 2022. The financial position of the Company as presented in the financial statements is a net asset position of US$ 504,277,697 (2022: US$ 487,819,619) and net current asset position of US$ 145,962,022 * (2022: in a net current asset US$111,807,275). Furthermore, out of the total current liabilities of the Company as at 31 December 2023 of US$ 560,482,701, amount of US$ 278,757,445 related to amount due to related parties (Note 24.5 to the separate financial statements). The Company's development to date, financial results and position as presented in the financial statements are considered satisfactory.

Management has considered the Company's cash flow forecasts for the foreseeable future, which take into account the current and expected economic situation in Ukraine (Note 4 and 25 to the separate financial statements), the Company's financial position, available borrowing facilities and loan covenant compliance.

Despite the single material uncertainty relating to the war in Ukraine, management is continuing taking actions to minimise the impact on the Company and its subsidiaries and believes that application of the going concern assumption for the preparation of these parent separate financial statements is appropriate (Note 4 to the separate financial statements).

There were no changes during the financial year in the nature of the operations of the Company.

The Company is exposed to market risk, credit risk and liquidity risk. The Company's senior management oversees the management of these risks. The Board of Directors reviews and agrees policies for managing each of these risks.

The principal financial risks and uncertainties faced by the Company are disclosed in Note 3 to the separate financial statements.

  • Current assets less current liabilities

2

MHP SE

MANAGEMENT REPORT (continued)

Results and Dividends

The Company's results for the year are set on page 12.

No dividends have been approved during 2023 by the Board of Directors of the Company (US$2022:nil).

Significant events after the reporting date

Any significant events that occurred after the reporting date are described in Note 26 to the separate financial statements.

Branches

During the year ended 31 December 2023 the Company did not operate any branches.

Share capital

As of 31 December 2023 and 31 December 2022, the authorised share capital of the Company was EUR 221,540,000 divided into 110,770,000 ordinary shares, each having a nominal value of EUR 2 each. The authorised share capital of the Company is fully issued and all the shares are fully paid up.

As at 31 December 2023 and 31 December 2022, the Company has a direct holding of treasury shares(ordinary shares, represented by an equal amount of global depositary receipts "GDRs") in the amount of 3,731,792 shares .The amount of 3,564,568 shares were held directly by the Company and 167,244 shares were held by the Company's subsidiary PrJSC MHP.

There were no changes in the share capital of the Company during the year ended 31 December 2023.

Significant shareholders and related party transactions

Significant shareholders and related party transactions are disclosed in Note 24 to the separate financial statements.

Board of Directors

The members of the Company's Board of Directors as at 31 December 2023 and at the date of this report are presented on page1.Oscar Chemerinski was appointed on 7 March 2023.

There were no other changes and up to the date of this report. More information on the Board of Directors is stated in the Governance section of the Annual Report.

Key management personnel compensation is disclosed in Note 24 to the separate financial statements .

Independent auditors

The Independent Auditors, Ernst & Young Cyprus Limited, have expressed their willingness to continue in office. A resolution giving authority to the Board of Directors to fix their remuneration will be proposed at the Annual General Meeting of the Company.

3

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Disclaimer

MHP SE published this content on 02 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 May 2024 11:52:04 UTC.