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MLP Group S.A.

Annual Report Apr 30, 2020

5717_10-k_2020-04-30_4fb01f71-38e9-4636-8ae8-a4b7310cea70.pdf

Annual Report

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METALCORP GROUP ANNUAL REPORT

MANAGEMENT REPORT

  • Who we are
  • At a glance
  • Global presence
  • Strategy
  • Sustainable business
  • Our operations
  • Business performance
  • Outlook
  • Risks & uncertainties
  • 40 Corporate governance report

CONSOLIDATED FINANCIAL STATEMENTS

  • 44 Consolidated statement of profit or loss
  • Consolidated statement of other comprehensive income
  • 46 Consolidated statement of financial position
  • 47 Consolidated statement of cash flows
  • Consolidated statement of changes in equity
  • 49 Notes to the financial statements
  • 85 Signing of the financial statements

OTHER INFORMATION

REPORT OF THE RÉVISEUR D'ENTREPRISES AGRÉÉ

METALCORP GROUP MANAGEMENT REPORT

Who we are At a glance Global presence Strategy Business model Sustainable business Our operations Business performance Outlook Risks & uncertainties

Corporate governance report

4 . METALCORP GROUP ANNUAL REPORT 2019

01

01

METALCORP GROUP WHO WE ARE

Metalcorp Group S.A. is a diversified group of companies that processes, trades and markets metals and raw materials.

Established in 2006, the Metalcorp Group combines both production and processing units with trade and marketing operations to deliver costeffective metals, minerals and finished products to international customers. Headquartered in Luxembourg, the Group operates in 16 countries and across 5 continents.

Metalcorp Group employs a sustainable business approach focused on diversification, cost control and risk avoidance. With strong market knowledge, our diversified operations cover a variety of product categories enabling the group to operate in both established and niche sectors. As both producer and marketer, we bring together the capabilities of the group to provide value to our international customers and suppliers.

We produce ferrous and non-ferrous products in strategically located production sites and invest in energy-efficient facilities and technology enhancements. We create value through cost-competitive production methods, reducing stock held and minimising price and currency risks.

Our trading and marketing operations specialise in physical trade of metals, minerals and raw materials. We secure insured, back-to-back transactions, avoiding price and currency risks. Working with long-term off-take partners through a well-established trading and distribution network, we enable access to international markets.

With decades of production, trading and marketing experience in the ferrous and non-ferrous sectors we are able to consistently deliver value in changing market conditions.

METALCORP GROUP AT A GLANCE

KEY FIGURES

BUSINESS UNITS

Metalcorp Group is a diversified metals and minerals group with activities that span sourcing, production and processing, to marketing and trading.

Our business consists mainly of:

Aluminium, Base metals, Bulk & Ferrous and Raw materials.

ALUMINIUM

We are a leading European, independent producer of alloyed slabs. Production is based on the environmentally friendly recycling of aluminium scrap.

BAGR BERLINER ALUMINIUMWERK Germany

STOCKACH ALUMINIUM Germany

+90 years in operation

+55,000 mt production capacity p.a.

We process and trade a range of metals and minerals which includes copper, zinc, ferrochrome, chrome and steel products.

NIKOLAIDIS TH. BROS Greece

+50 years in operation

STEEL PRODUCTION COPPER PRODUCTION

CABLE RECYCLING INDUSTRIES Spain

+10 years in operation

+30,000 mt production capacity p.a.

TRADING & MARKETING

STEELCOM GROUP Luxembourg (HQ), Monaco, Germany, Austria, USA, Brazil, China, UAE, Spain, Serbia, and Switzerland.

+60 years in operation

11 Offices 4 Continents

TENNANT METALS GROUP Monaco, Australia, South Africa, Luxembourg.

+60 years in operation

4 Offices 3 Continents

RAW MATERIALS

Our raw materials business unit is currently focused on the development of our bauxite asset in the Republic of Guinea.

METALCORP GROUP KEY DATA

REVENUES

01

MANAGEMENT REPORT

541 M€

METALCORP GROUP ANNUAL REPORT 2019 . 9

GROSS PROFIT 50 M€

OPERATING PROFIT

34 M€

EQUITY

155 M€

EBITDA

36 M€

METALCORP GROUP GLOBAL PRESENCE

Metalcorp Group manages a strategic portfolio of assets across the world.

TRADING DESKS & ASSETS

Australia
Austria
China
Germany
Greece
Republic of Guinea
Luxembourg, HQ
Monaco
Netherlands
Serbia
South Africa
Spain
Switzerland
UAE - Dubai
UK
USA

METALCORP GROUP STRATEGY

Our strategy is based on five key success factors

01 Risk Averse

We avoid risk within our business model. Operating a risk averse trading strategy, we secure long-term offtake agreements and avoid price and currency risks. Our production programs are governed by customerled demand and we procure raw materials on orders, minimising waste and enabling cost effective planning.

02 Diversification

Our diversified model and wide product range reduce our exposure to changes in demand or reliance on a single service offering. We conduct business in both large and niche markets and operate between large trading houses and local small sized players.

Infrastructure 03

We have a broad asset base including production, processing and recycling facilities in strategic locations. Our trading and marketing divisions benefit from a sophisticated logistics and distribution network.

Partnerships 04

We maintain long term partnerships with customers and suppliers. We offer services such as logistics and transport and fulfil the needs of suppliers and customers who do not have the equivalent internal capability, thereby making us a preferred partner and strengthening our long-term relationships.

Know-how 05

We have significant execution capabilities including production facilities, sector knowledge and resources. Leveraging our network enables us to take advantage of changing demand and supply opportunities. Our scale and global reach gives us insight into market flows that yield competitive advantage.

METALCORP GROUP SUSTAINABLE BUSINESS

Environmental, social and governance principles are at the heart of our business. We believe that we are responsible for delivering products, services and methods that respect the natural and social environment. We invest in the latest equipment, technology, and our processing and recycling plants ensure energy efficiency and reduced impact on the environment.

ENVIRONMENT

Metalcorp Group plants in Berlin, Bilbao and Stockach recycle scrap and waste metal into high grade products that can be used for a wide variety of applications.

Our approach saves on energy consumption, using less energy than primary production methods and also plays a vital role in the conservation of raw materials.

Our operational plants and mills have implemented energy management systems and we invest in technology to maximise the efficiency of our operations.

HEALTH & SAFETY

Metalcorp Group takes a proactive approach to Health and Safety.

  • Our production sites comply with national and international health and safety laws and hold relevant certifications.
  • Our staff are trained to meet specific requirements.
  • We focus on risk management and share good practice across the Group.

SOCIAL

We work with national and local governments to manage our corporate social responsibility.

We invest significantly in supporting the communities near our operations in different areas including:

  • Health
  • Infrastructure
  • Education & Training

MANAGEMENT REPORT

01 METALCORP GROUP MANAGEMENT REPORT

METALCORP GROUP OUR OPERATIONS ALUMINIUM

16 . METALCORP GROUP ANNUAL REPORT 2019

ALUMINIUM PRODUCTION

BAGR BERLINER ALUMINIUMWERK "BAGR"

Producing since:

1981

Location:

Germany

Capacity: 90,000 mts

BAGR is one of the leading independent aluminium slab producers in Europe.

The plant is an integral partner for its clients in the toll conversion of secondary aluminium into alloyed slabs for rolling mills and precision plate manufacturers.

01

STOCKACH ALUMINIUM

Producing since:

1921

Location:

Germany

Capacity: 50,000 mts

Stockach Aluminium is a secondary aluminium slab producer which history begins in the early 1900s

Stockach Aluminium provides toll-conversion services for various scrap materials offering cost- efficient and environmentally conscious solutions.

METALCORP GROUP 01 MANAGEMENT REPORT

METALCORP GROUP OUR OPERATIONS BASE METALS, BULK & FERROUS

20 . METALCORP GROUP ANNUAL REPORT 2019

NIKOLAIDIS TH. BROS S.A. "NIKOLAÏDIS"

Founded in:

1963

Location:

Greece

Capacity: 100,000 mts

Nikolaïdis produces a diversified range of high-quality steel pipes and tubes from a strategically positioned location near one of the largest ports in the Aegean Sea.

Nikolaïdis has built on long standing production experience; it boasts a new and efficient machine park, its own galvanizing facilities and two production lines from "VAI SEUTHE", one of the world's leading welded pipe line manufacturers.

CORE PRODUCTS

01

COPPER PRODUCTION

CABLE RECYCLING INDUSTRIES "CRI"

Incorporated since:

2012

Location:

Spain

Capacity: 30,000 mts

CRI is a copper scrap recycler with a strong European customer base.

The plant is an energy efficient convertor, processing scrap copper into high quality copper granulates, with an emphasis on minimising waste.

01

CORE PRODUCTS

High quality copper granulates used in the production of copper cathodes, brass foundry products, and copper-based alloys.

We are able to tailor both grain size and quality range according to customer requirements.

BASE METALS, BULK TRADING & MARKETING

TENNANT METALS GROUP

Operating Since:

1955

Locations:

Monaco, Australia, South Africa, Luxembourg

Tennant Metals Group trades and markets base metals, ores, concentrates and ferroalloys.

Tennant Metals Group specialises in the physical supply of non-ferrous products in the form of refined metals, ores and concentrates.

Together with the Group's production assets and long-standing off-take agreements, Tennant Metals Group is a strategic partner for its suppliers and customers.

Tennant Metals Group also provides financial and logistical solutions.

01

CORE PRODUCTS

Tennant Metals Group markets a broad product portfolio from base metals, ores and concentrates to ferroalloys.

BASE METALS

We actively trade refined base metals with a particular focus on zinc, copper, tin, aluminium and nickel.

We supply primary as well as secondary produced metals.

ORES & CONCENTRATES

We market a range of non-ferrous ores and concentrates, predominantly copper, lead, tin and zinc.

We mainly supply smelters and refiners.

FERROALLOYS

We trade and market ferro chrome, silicon manganese and ferro manganese.

STEEL TRADING & MARKETING

STEELCOM GROUP

Established since:

1958

Locations:

Luxembourg (Headquarters), Monaco, Germany, Austria, USA, China, UAE, Spain and Switzerland.

Steelcom Group is a steel service provider benefitting from an established global presence, comprehensive product coverage as well as extensive logistics capabilities.

The core business of Steelcom is trading steel and steel-related raw materials and supply chain management in the ferrous sector.

CORE PRODUCTS

SEMI-FINISHED PRODUCTS

  • Slabs
  • Billets

LONG PRODUCTS

• Merchant bars & profiles • Structural sections • Reinforcement bars

• Wire rods

FLAT PRODUCTS

  • Hot rolled plates
  • Hot rolled coils, sheets & strips
  • Cold rolled coils, sheets & strips
  • Pre-Painted & galvanised products

OIL & GAS INDUSTRY PRODUCTS

AUTOMOTIVE PRODUCTS

  • Hot rolled coils, strips & plates
  • Hot dipped galvanized sheets
  • Cold rolled sheets

RAW MATERIALS

• Iron ore

• Pipes • Tubes

• Hollow sections

  • Hot briquetted iron
  • Coking coal

METALCORP GROUP 01 MANAGEMENT REPORT

METALCORP GROUP OUR OPERATIONS RAW MATERIALS

30 . METALCORP GROUP ANNUAL REPORT 2019

BAUXITE AND ALUMINA MINING

SOCIÉTÉ DES BAUXITES DE GUINÉE "SBG"

Location:

Republic of Guinea

Mining Concession :

502 square km granted

for 25 years

SBG is an integrated bauxite and alumina processing project.

SBG holds a 25-year mining concession for a bauxite deposit in the Republic of Guinea.

In 2018 SBG was awarded a convention for bauxite mining and alumina refining.

Trial mining began in December 2019.

01

PROJECT

Developing an integrated bauxite and alumina project including a refinery, with plans to :

  • produce 8Mtpa of high grade bauxite.
  • process 1.6Mtpa of alumina.

HIGH QUALITY BAUXITE

JORC Compliant Resource of 300 million tonnes of bauxite with alumina content higher than 41% and silica level of less than 2.7%.

INTEGRATED ALUMINA REFINERY

The alumina refinery will produce 1.6 million tonnes per annum of alumina for export, using the Bayer refining process.

INFRASTRUCTURE SECURING ACCESS TO THE MARKET

To secure the access to market we began the construction of a 150km haul road and the new Port of Konta with a terminal capacity of 3 Mt per year, storage capacity of 350,000t. and the ability to load 10,000t barges.

METALCORP GROUP 01 BUSINESS PERFORMANCE

34 . METALCORP GROUP ANNUAL REPORT 2019

01

BUSINESS PERFORMANCE

The Group has leveraged on the developments of the past years and was again able to further grow its business irrespective of the challenging markets. The fundamentals of growth that the Group shows year after year lie in the risk-averse strategy that Metalcorp Group applies: the gross profit on deals is locked in independent of the market prices.

The Group further tapped its existing 2017-2022 bond by EUR 40 million, which was placed on the German market in 2019.

On the Ferrous side, the Group continued to organically grow its European supply-chain business in 2019 as well as its special steel business.

On the Non-Ferrous side, Metalcorp Group has further developed existing and initiated new multi-year offtake agreements in specific markets such as zinc. In addition, the Group realized a significant investment program in its aluminium facilities in Berlin and Stockach.

Furthermore, the Group started trial miningin guinean bauxite mine.

Revenue GM Result
EUR 1.000 2019 2018 2019 2018 2019 2018
Ferrous
- Production 1.923 6.649 146 188 196 237
- Trading & Other 226.485 244.866 11.838 12.793 1.695 1.661
Total Ferrous 228.381 251.515 11.984 12.981 1.891 1.898
Non-ferrous
- Production 121.347 147.077 12.689 13.128 4.779 5.600
- Contract Based assets 1.577 1.828 - - - -
- Trading & Other 189.699 220.308 24.904 24.232 2.642 2.147
Total Non-ferrous 312.623 369.213 37.593 37.360 7.421 7.747
Total 541.004 620.728 49.577 50.341 9.312 9.645

The table below provides a segmented overview of the Revenue and Gross profit ("GM") of the Company:

The gross margin ratio (gross margin divided by the revenue) of the Group has improved to 9,16% compared to 8,1% last year. Despite lower sales prices, the revenues across the Group continue to increase. The Ferrous trading division showed a significant improvement in trading volume, with a normalized lower gross margin compared to the previous year. Production revenues and gross profits rose following improved capacity utilization in the assets.

The solvency (total group equity divided by the balance sheet total) at the balance sheet date decreased from 34,0% in 2018 to 29,7% in 2019.

Trade Finance is utilized to finance the deals of the Trading division and lead to a corresponding increase in inventory and accounts receivable, which are both pledged to the Trade Finance Banks. When receivables are paid by our customers, our Group receives the profit made on these deals and the Trade Finance facility is repaid. The solvency excluding self- liquidating Trade Finance (reference is made to note 14 to the consolidated financial statements) is 34,69% at 31 December 2019.

METALCORP GROUP 01 OUTLOOK

36 . METALCORP GROUP ANNUAL REPORT 2019

01

OUTLOOK

GENERAL

The recent emergence of the novel coronavirus could lead to substantial disruption in China, USA, Europe and the world economy, which could have an adverse impact on the demand for the commodities, products and logistics supplied by the Group. Although, the result of a large scale spreading of the virus remains uncertain in 2020, near term weakness is a reality, and it could have additional longer-term material adverse effects on world markets and thus affecting the Group.

Near term confidence in stability of global demand hinges on many factors, especially the impact of the coronavirus disruption.

The Group remains focused on the strategy to sustainably grow while operating in a responsible manner across all aspects of our business. Clearly in the shorter term, the impact to the Group could be negative but remains uncertain. The Group is closely watching coronavirus developments and potential scenario impacts on global growth and markets and what adjustments, if any, are appropriate for our business planning.

Preliminaries from the first quarter show a resilient performance of the activities of the Group apart from sales activities to the automotive industry.

The Group will further explore and develop niche markets as well as in the ferrous and the non-ferrous area of products. Furthermore, the Group continues to explore distressed assets that become available due to the market circumstances.

Several potential acquisitions are on the radar of the Group and it is expected that at least one plant will be added through the course of 2020.

A major contribution is expected from the bauxite mining in Guinea that will be ramped up in 2020. The Group will continue to further develop the synergies between the different divisions and its global network.

FINANCING

The long-term financing and short-term bank facilities are in place and the relationships with these banks will be maintained. In order to further grow the trading activities, additional trade finance capacity is being developed with the Group's current and new banking relationships.

No significant repayment is due in 2020.

EMPLOYEES

As over the last years, the Group will ensure that the organization remains lean in terms of headcount. Key management positions are filled in by personnel with the required experience, background, and the entrepreneurial spirit and drive to contribute to our growth and success. Additional personnel will only be employed when the growth in our activities requires so.

The Group is an equal opportunities employer and welcomes applications from all sections of society and does not discriminate on grounds of race, religion or belief, ethnic or national origin, disability, age, marital, domestic or civil partnership status, sexual orientation, gender identity, or any other basis as protected by applicable law.

METALCORP GROUP 01 RISKS & UNCERTAINTIES

38 . METALCORP GROUP ANNUAL REPORT 2019

01

RISKS & UNCERTAINTIES

The presentation of consolidated financial statements requires the managementto make estimations and assumptions which affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the period. Actual results could differ from those estimates impacted by the following risks:

COVID-19

The recent emergence of the novel coronavirus could lead to substantial disruption in China, USA, Europe and the world economy, which could have an adverse impact on the demand for the commodities, products and logistics supplied by the Group. Although, the result of a large scale spreading of the virus remains uncertain in 2020, near term weakness is a reality, and it could have additional longer-term material adverse effects on world markets and thus affecting the Group.

Near term confidence in stability of global demand hinges on many factors, especially the impact of the coronavirus disruption.

The Group remain focused on the strategy to sustainably grow while operating in a responsible manner across all aspects of our business. Clearly in the shorter term, the impact to the Group could be negative but remains uncertain. The Group is closely watching coronavirus developments and potential scenario impacts on global growth and markets and what adjustments, if any, are appropriate for our business planning.

FLUCTUATION IN CURRENCY EXCHANGE RATES

The Group finds its suppliers and customers across the globe, while operations and operating costs are spread across several different countries and currencies. Fluctuation in exchange rates, in particular, movements in US dollar and Australian dollar against the euro, may have a material impact on the Group's financial results. Note that our business is mainly executed on a dollar basis on the purchasing, selling as well as the financing side. If currency is not naturally hedged through back-to-back deals, the exposure is hedged through adequate instruments.

FINANCING, CASH FLOWS AND LIQUIDITY

The trading activities are dependent on trade financing lines availability. We have significant uncommitted trade lines with major banks. These trade financing lines are uncommitted by nature and, therefore, no guarantee can be given that trades presented to these banks will be funded. However, all presented deals thus far are financed by the banks.

PRICE VOLATILITY

The market prices for the various base metals are volatile and cannot be influenced neither controlled. Inventories are therefore subject to valuation changes, which may have a material impact on the Group´s financial results. However, the Group enters into back-to-back deals which serves as a natural hedge that "locks" the market price, so that the Group is not exposed to price fluctuations. In cases where the Group is not covered by this natural hedge, the price risk is mitigated by applying adequate financial instruments.

COUNTRY RISKS, POLITICAL, COMMUNITY AND FISCAL INTERVENTION

The Group's operations and projects span numerous countries, some of which have more complex, less stable political or social climates and consequently higher country risk. Political risks include changes in laws, taxes or royalties, expropriation of assets, currency restrictions or renegotiation of, or changes to, mining leases and permits. Similarly, communities in certain regions may oppose mining activities for various reasons. Any of these factors could have an adverse impact on the Group's profitability in a certain geographic region or on certain operations. However, so far the Group has not experienced those problems.

OTHER RISKS

Other risks facing the Group include performance risk on offtake agreements; quality of commodities traded and produced, competition, environmental and insurance risks and uncertainty of additional financing. These risks and the mitigating measures are monitored and managed by the Group on a regular basis and appropriate action is taken whenever this is required.

Luxembourg, April 27th 2020

Pascale MITRI YOUNES Director

Anouar BELLI Director

METALCORP GROUP CORPORATE GOVERNANCE REPORT 01

40 . METALCORP GROUP ANNUAL REPORT 2019

01

CORPORATE GOVERNANCE REPORT

PRESENTATION

As chairwoman of the management board (the "Chairwoman"), I am pleased to present the corporate governance report for the year ended 31 December 2019.

The Chairwoman notes that further to the regulation (EU) No 537/2014 of 16 April 2014, the management board (the "Board") can perform the equivalent functions as those assigned to the audit committee.

This report details how the Board has met its responsibilities under the corporate governance of the Luxembourg stock exchange in the year ended 31 December 2019.

The Board focused particularly on the appropriateness of the Group's consolidated financial statements. The Board confirms that the 2019 Annual Report and consolidated financial statements are fair, balanced and understandable, and provide the information necessary for the sole shareholder to assess the Group's performance, business model and strategy. The significant issues that the Board considered in relation to the consolidated financial statements and how these issues were addressed are set out in this Report.

One of the Board's key responsibilities is to review the Group's risk management and internal controls systems, including in particular internal financial controls. During the financial year, the Board carried out an assessment of the principal risks facing the Group and monitored the risk management and internal control system on an on-going basis.

The Board also reviewed the effectiveness of the external audit process as part of the continuous improvement of financial reporting and risk management across the Group.

ROLE AND RESPONSIBILITIES

The Board monitors the integrity of the Group's consolidated financial statements and the effectiveness of the Group's internal financial controls. During the financial year the Board worked with the management, the external auditors and other members of the senior management team in fulfilling these responsibilities.

The Board report deals with the key areas in which the Board plays an active role and has responsibility. These areas are as follows:

i. Financial Reporting;

ii. The External Audit process;

iii. Risk Management and Internal controls.

COMMITTEE MEMBERSHIP

As at 31 December 2019, the Board is formed by Mrs. Pascale MITRI YOUNES as Chairwoman, Mr. Anouar BELLI and Mr. Mehdi MEGDOUD as members.

The Board has an appropriate and experienced blend of commercial, financial, legal and industry expertise to enable it to fulfil its duties, and that the Chairwoman, Mrs. Pascale MITRI YOUNES, has appropriate and relevant experience.

MEETINGS

The Board met three times during the year ended 31 December 2019. The Chairwoman of the Board also met the external auditor.

COMMITTEE EVALUATION

Any recommendations raised are acted upon in a formal and structured manner. No issues were identified for the year ended 31 December 2019.

FINANCIAL REPORTING

The Board is responsible for monitoring the integrity of the Group's consolidated financial statements and reviewing the financial reporting. The consolidated financial statements are prepared by a finance team with the appropriate qualifications and expertise.

The Board confirms that the annual report, taken as a whole, is fair, balanced and understandable and provides the information necessary for the sole shareholder to assess the Group's position and performance, business model and strategy.

EXTERNAL AUDIT PROCESS

The Board has responsibility for overseeing the Group's relationship with the external auditor including reviewing of their independence from the Group, their appointment and their audit fee proposals.

During the financial year, the Chairwoman of the Board met the external auditor. This meeting provided the opportunity for direct dialogue and feedback between the Chairwoman of the Board and the auditor.

EU Audit Reform EU legislation providing a new regulatory framework for statutory audit was adopted in April 2014 (comprising Directive 2014/56/EU and Regulation EU No. 537/2014). EU Audit reform legislation is applicable in the Member States of the European Union, including Ireland, and is applicable for the first financial year that commences after 17 June 2016. Under this legislation, Metalcorp Group S.A. is considered as a Public Interest Entity ("PIE").

RISK MANAGEMENT AND INTERNAL CONTROLS

The Board monitors the Group's risk management and internal control processes through detailed discussions with the management, the review and approval of the external audit reports, which focus on the areas of greatest risk to the Group, as part of both the year-end audit and the half year review process, all of which highlight the key areas of control weaknesses in the Group. All weaknesses identified by external audit are discussed by the Board and an implementation plan for the targeted improvements to these systems is put in place. The implementation plan is being overseen by the Board.

METALCORP GROUP S.A.

Pascale MITRI YOUNES Director

Anouar BELLI Director

Mehdi MEGDOUD Director

METALCORP GROUP CONSOLIDATED 02 FINANCIAL STATEMENTS

02

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated statement of income Consolidated statement of other comprehensive income Consolidated statement of financial position Consolidated statement of cash flows Consolidated statement of changes in equity Notes to the financial statements Signing of the financial statements

Please note that the use of rounded amounts and percentages may result in rounding differences of one unit (KEUR, %, etc.).

METALCORP GROUP ANNUAL REPORT 2019 . 43

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

(before appropriation of result)

EUR 1.000 Note 2019 2018
Continuing Operations
Revenue 2 539.427 618.900
Revenue from contract-based assets 2 1.577 1.828
Cost of sales -491.443 -570.387
Gross profit 2 49.561 50.341
Operating expenses
Selling expenses 3 -6.329 -4.767
Administrative expenses 3 -8.987 -12.884
-15.316 -17.651
Operating profit 34.246 32.691
Non-operating income and expenses
Unrealized fair value changes 11 0 6
Financial income and expenses 4 -20.216 -19.628
Net finance cost -20.216 -19.622
Profit before tax 14.045 13.069
Income
tax
expense
5 -3.424
-4.500
Profit from continuing operations 9.545 9.645
Profit 9.545 9.645
Profit attributable to:
Equity holders of Metalcorp Group S.A. 9.709 9.300
Non-controlling interests -164 345
9.545 9.645

CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME

EUR 1.000 Note 2019 2018
Profit 9.545 9.645
Other comprehensive income
Fair value 201 -
Amortization Offtakes 7 -1.577 5.032
Translation differences foreign associated companies 156 -1.813
Total comprehensive income 8.325 12.865
Total comprehensive income attributable to:
Equity holders of Metalcorp Group S.A. 8.384 12.519
Non-controlling interests -59 345
Total result 8.325 12.865

02

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(before appropriation of result)

EUR 1.000 Note 31/12/2019 31/12/2018
Assets
Non-current assets
Property, plant and equipment 6 219.272 136.200
Intangible fixed assets 7 40.969 39.922
Financial fixed assets 8 2.425 623
Total non-current assets 262.666 176.745
Current assets
Inventories 9 37.275 37.986
Receivables, prepayments and accrued income 10 169.901 190.964
Securities 6.059 6.031
Cash and cash equivalents
Total current assets
12 47.047
260.281
20.875
255.856
Total assets 522.948 432.601
Equity and liabilities
Equity
Share capital 70.000 70.000
Reserves and retained earnings 55.922 48.823
Exchange difference 1.411
Equity attributable to the owners of the company 125.922 120.233
Non-controlling interest 29.641 27.006
Total equity 155.564 147.239
Non-current liabilities
Loans and borrowings 14 220.320 155.223
14 351 5.338
Deferred tax liabilities 5 3.695 3.422
Total non-current liabilities 224.366 163.982
Current liabilities
Current liabilities and accruals 14 143.019 121.381
Total current liabilities 143.019 121.381
Total equity and liabilities 522.948 432.601

CONSOLIDATED STATEMENT OF CASH FLOWS

(before appropriation of result)

EUR 1.000 31/12/2019 31/12/2018
Operating profit 34.261 32.691
Adjustments for:
- Depreciation (and other changes in value) 1.921 1.746
1.921 1.746
Working capital changes
- Movements trade receivables 18.011 12.858
- Movements inventories 711 -1.806
- Movements on other receivables and assets 2.945 2.742
- Movements trade payables 1.092 900
- Movements other payables and liabilities 6.510 -11.297
- Movements trade finance 29.430 -5.569
58.699 -2.172
Income tax paid
Payments for extraordinary expense -4.626 -3.424
-4.626 -3.424
Cash flow from operating activities 90.255 28.841
Investments in intangible fixed assets -2.625 -3.204
Investments in property plant and equipment -106.285 -35.303
Disposals of group companies - 484
Loss of control over subsidiaries - 457
Investments in other financial assets -1.802 -575
Cash flow from investment activities -110.712 -38.141
Proceeds from borrowings and leasing liabilities 87.144 44.950
Repayment of borrowings and leasing liabilities -13.594 -33.198
Movements on loans receivable -7.511 -
Other finance income -177 2.379
Other finance expense -2.920 -4.032
Interest received/paid
Change in ownership of subsidiary
-17.120
-
-17.974
-11.649
Cash flow from financing activities 45.823 -19.524
Net cash flow
Exchange rate and translation differences on movements in cash 805 5
Movements in cash 26.172 -28.819
Cash and cash equivalents at 1 January 2019 20.875
Cash and cash equivalents at 31 December 2019 47.047

02

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(before appropriation of result)

EUR 1.000 Issued
share
capital
Share
premium
Revaluation
reserve
Translation
reserve
Other
reserves
Result for
the year
Legal entity
share in
group
equity
Third-party
share in
group
equity
Group
Equity
2018
Opening Balance
70.000 9.628 16.399 3.229 -3.130 13.753 109.879 27.440 137.319
Total comprehensive income
and expense for the period
Profit/(loss) for the period - - - - - 9.300 9.300 345 9.645
Revaluation of fixed assets - - - - 5.032 - 5.032 - 5.032
Foreign currency translation
differences
- - - -1.818 - 5 -1.813 - -1.813
Total comprehensive income
and expense for the period
- - - -1.818 5.032 9.305 12.519 345 12.865
Other movements in equity
Allocation of prior year result - - - - 13.753 -13.753 - - -
Other movements in equity - - -1.828 - -337 - -2.165 -779 -2.944
Total other movements in
equity
- - -1.828 - 13.416 -13.753 -2.165 -779 -2.944
Total 70.000 9.628 14.571 1.411 15.318 9.305 120.233 27.006 147.239
2019
Opening Balance
70.000 9.628 14.571 1.411 15.318 9.305 120.233 27.006 147.239
Total comprehensive income
and expense for the period
Profit/(loss) for the period - - - - - 9.709 9.709 -164 9.545
Revaluation of fixed assets - - -1.376 - - - -1.376 - -1.376
Foreign currency translation -
- - 51 - - 51 105 156
differences
Total comprehensive income
and expense for the period
- - -1.376 51 - 9.709 8.382 -59 8.325
Other movements in equity
Allocation of prior year result - - - - 9.305 -9.305 - - -
Other movements in equity - - - - - - - - -
Acquisitions
Total other movements in
equity
-
-
-
-
-
-
-
-
-2.694
6.611
-
-9.305
-2.694
-2.694
2.694
2.694
-
-

02

NOTES TO THE FINANCIAL STATEMENTS NOTE 1. ACCOUNTING POLICIES

1.1 Corporate information

The activities of Metalcorp Group S.A. ("the Group" or "the Company") and its group companies primarily consist of the trading and production of metals, ores, alloys and related services like financing activities and provision of management services.

The Company was incorporated as a limited liability company under the laws of the Netherlands on 14 April 2003 for the purpose of establishing an industrial holding company in the Netherlands. Its ultimate shareholder is Cycorp First Investment Ltd.

Until October 31, 2018, the company was registered under Metalcorp Group B.V., a limited liability company incorporated under the laws of the Netherlands, having its statutory seat in Amsterdam, the Netherlands, and its registered office at Orlyplein 10, Crystal Tower 20th floor, 1043 DP Amsterdam, the Netherlands, registered with the Dutch Trade Register of the Chamber of Commerce under number 34189604. By resolution of the shareholder´s meeting of 31 October 2018 the Company transferred its registered office and the place of central management from Amsterdam to 8, rue Dicks, L-1417 Luxembourg, Grand Duchy of Luxembourg, effective as of 1 November 2018, and as a result changed the nationality of the Company of Dutch nationality to Luxembourg nationality. Metalcorp Group continues under the form of a public limited liability company (société anonyme) under the name "Metalcorp Group S.A.".

The Company has its corporate headquarters in Luxembourg, registered with the Luxembourg Trade Register of the Chamber of Commerce under number B229218.

The consolidated annual accounts comprise the financial information of the Company and of its investments in which it exercises a controlling interest. These investments are fully included in the consolidation.

1.2 Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union, and its interpretations adopted by the International Accounting Standards Board (IASB), and are in compliance with the provisions of the laws in Luxembourg. The above Standards and Interpretations are collectively referred to as "IFRS" in these financial statements. The Company is exempted from its obligation to prepare consolidated financial statements.

The Company-only financial statements are prepared in accordance with accounting principles applicable in Luxembourg and are presented and published separately from the consolidated financial statements. This statutory company-only annual report of the Company prevails over this annual report from a legal perspective. The objective of this report is to provide an overview of the activities of the Company and its subsidiaries.

The consolidated financial statements of the Group are prepared in accordance with IFRS as adopted by the European Union, the Group mandatory has to adopt new effective standards and apply IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors". IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors" is applied in selecting and applying accounting policies, accounting for changes in estimates and reflecting corrections of prior period errors. Changes in accounting policies and corrections of errors are generally retrospectively accounted for, whereas changes in accounting estimates are generally accounted for on a prospective basis.

New Mandatory accounting standards are applied following transition method of the relevant accounting standard and described in Note 1.4.

1.3 Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis except for certain properties and financial instruments that are measured at revalued amounts or fair values at the end of each reporting period, as explained in the accounting policies below.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for:

• measurements that have some similarities to fair value but are not fair value, such as net realizable value in IAS 2 or value in use in IAS 36.

In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

• Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability either directly or indirectly; and

• Level 3 inputs are unobservable inputs for the asset or liability.

1.4 New and revised IFRSs and IAS 8 changes

The International Accounting Standards Board (IASB) and the US Financial Accounting Stand-ards Board (FASB) (collectively, the Boards) respectively have issued largly converged new IFRS. The Group has adopted the new accounting pronouncements which have become effec-tive this year, and are as follows:

IFRS 16 'Leases'

IFRS 16 'Leases' replaces IAS 17 'Leases' along with three Interpretations (IFRIC 4 'Determining whether an Arrangement contains a Lease', SIC 15 'Operating Leases-Incentives' and SIC 27 'Evaluating the Substance of Transactions Involving the Legal Form of a Lease'). The adoption of this new Standard has resulted in the Group recognising a right-of-use asset and related lease liability in connection with all former operating leases except for those identified as lowvalue or having a remaining lease term of less than 12 months from the date of initial application.

The new Standard has been applied using the modified retrospective approach, with the cumulative effect of adopting IFRS 16 being recognised in equity as an adjustment to retained earnings for the current period. Prior periods have not been restated.

For contracts in place at the date of initial application, the Group has elected to apply the defini-tion of a lease from IAS 17 and IFRIC 4 and has not applied IFRS 16 to arrangements that were previously not identified as

lease under IAS 17 and IFRIC 4.

The Group has elected not to include initial direct costs in the measurement of the right-of-use asset for operating leases in existence at the date of initial application of IFRS 16, being 1 Janu-ary 2019. At this date, the Group has elected to measure the right-of-use assets at an amount equal to the lease liability adjusted for any prepaid or accrued lease payments that existed at the date of transition.

Instead of performing an impairment review on the right-of-use assets at the date of initial appli-cation, the Group has relied on its historic assessment as to whether leases were onerous immediately before the date of initial application of IFRS 16.

On transition, for leases previously accounted for as operating leases with a remaining lease term of less than 12 months and for leases of low-value assets the Group has applied the optional ex-emptions to not recognise right-of-use assets but to account for the lease expense on a straight- line basis over the remaining lease term.

For those leases previously classified as finance leases, the right-of-use asset and lease liability are measured at the date of initial application at the same amounts as under IAS 17 immediately before the date of initial application.

On initial application of IFRS 16 the weighted average incremental borrowing rate applied to lease liabilities recognised under IFRS 16 was 3,5%. The Group has used hindsight for determining the lease term when considering options to extend and terminate leases.

IFRIC – Uncertainty over income tax treatment

The interpretation addresses the accounting for income taxes when tax treatments involve uncertainty that affects the application of IAS 12 Income Taxes. Due to its global reach, including operating in highrisk jurisdictions, the Group is subject to enhanced complexity and uncertainty, which may lead to uncertain tax treatments and the corresponding recognition and measurement of current and deferred taxes. The judgements and estimates made to separately recognise and measure the effect of each uncertain tax treatment are re-assessed whenever circumstances change or when there is new information that affects those judgments. The Group has re-assessed its global tax exposure and the key estimates taken in determining the positions recorded to adopt IFRIC 23.

Table 1: The following is a reconciliation of the financial statements from IAS 17 to IFRS 16 at 1 January 2019:

EUR 1.000 Carrying amount
as per 31
December 2018
Carrying amount
as per 1 January
2019
Financial assets
Property, plant and equipment
2.243 2.243
Lease liabilities 2.243 2.243

The following reconciliation of operating lease commitments as per 31 December 2018 to lease liabilities recognized at 1 January 2019

EUR 1.000
Total operating lease commitments as per 31 December 2018 4.176
Recognition exemptions
Operating lease liabilities before discounting 4.176
Discount using incremental borrowing rate 520
Operating lease liabilities 3.656
Finance lease obligations 2.243

Total lease liabilities under IFRS 16 as per 01 January 2019 5.899

As of 1 January 2019, the global tax exposure has been determined by referencing to the uncertainty that the tax authority may not accept the Group's proposed treatment of tax positions. The adoption of the interpretation had no material impact on the Group.

The Group reclassified according to IAS 8 assets between fixed assets and receivables, prepayment and accrued income for the year ended 2018. The Group decided to do this reclassification retroactively in the financial statements 2019. There was no effect on the profit and loss statement nor on equity nor for the year ended 2019.

Several other amendments to existing standards apply for the first time in 2019, but do not have an impact financial statements of the Group.

1.5 Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved when the Company:

• has power over the investee;

• is exposed or has rights, to variable returns from its involvement with the investee; and

• has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:

• the size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;

• potential voting rights held by the Company, other vote holders or other parties;

• rights arising from other contractual arrangements; and

• any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders' meetings.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies. All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the group are eliminated in full on consolidation.

Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to owners of the Company.

When the Group loses control of a subsidiary, a gain or loss is recognized in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognized in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable IFRSs).

The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IAS 39, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.

1.6 Business combinations

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interest issued by the Group in exchange for control of the acquiree. Acquisitionrelated costs are generally recognized in profit or loss as incurred.

At the acquisition date the identifiable assets acquired and the liabilities assumed are recognized at their fair value except that:

• deferred tax assets or liabilities, and assets or liabilities related to employee benefit arrangements are recognized and measured in accordance with IAS 12 Income Taxes and IAS 19 respectively;

• liabilities or equity instruments related to sharebased payment arrangements of the acquiree or sharebased payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with IFRS 2 at the acquisition date; and

• assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.

Goodwill is measured as the excess of the sum of the consideration transferred the amount of any noncontrolling interest in the acquiree and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any noncontrolling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain.

Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity's net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interest proportionate share of the recognized amounts of the acquiree's identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Other types of noncontrolling interest are measured at fair value or, when applicable, on the basis specified in another IFRS.

When the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the "measurement period" (which cannot exceed one year from acquisition date) about facts and circumstances that existed at the acquisition date.

The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not re-measured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is re-measured at subsequent reporting dates in accordance with IAS 39, or IAS 37 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognized in profit or loss.

When a business combination is achieved in stages, the

Group's previously held equity interest in the acquiree is re-measured to its acquisition-date fair value and the resulting gain or loss, if any, is recognized in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognized in other comprehensive income are reclassified to profit or loss where such treatment would be appropriate if that interest were disposed of. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognized to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date.

1.7 Goodwill

Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business (see note 1.6.) less accumulated impairment losses, if any.

For the purposes of impairment testing, goodwill is allocated to each of the Group's cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rate based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognized directly in profit or loss. An impairment loss recognized for goodwill is not reversed in subsequent periods.

On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

1.8 Investments in associates and joint ventures

An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy

02

decisions of the investee but is not control or joint control over those policies.

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decision about the relevant activities require unanimous consent of the parties sharing control. The results and assets and liabilities of associates or joint ventures are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment, or a portion thereof, is classified as held for sale, in which case it is accounted for in accordance with IFRS 5. Under the equity method, an investment in an associate or a joint venture is initially recognized in the consolidated statement of financial position at cost and adjusted thereafter to recognize the Group's share of the profit or loss and other comprehensive income of the associate or joint venture. When the Group's share of losses of an associate or a joint venture exceeds the Group's interest in that associate or joint venture (which includes any long-term interest that, in substance, form part of the Group's net investment in the associate or joint venture), the Group discontinues recognizing its share of further losses. Additional losses are recognized only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture.

An investment in an associate or joint venture is accounted for using the equity method from the date on which the investee becomes an associate or a joint venture. On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group's share of the net fair value of the identifiable assets and liabilities of the investee is recognized as goodwill, which is included within the carrying amount of the investment. Any excess of the Group's share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after reassessment, is recognized immediately in profit or loss in the period in which the investment is acquired.

The requirements of IFRS 9 are applied to determine whether it is necessary to recognize an impairment loss with respect to the Group's investment in an associate or a joint venture. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36 Impairment of Assets as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs to sell) with its carrying amount. Any Impairment loss

recognized forms part of the carrying amount of the investment.

Any reversal of that impairment loss is recognized in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases.

The Group discontinues the use of the equity method from the date when the investment ceases to be an associate or a joint venture or when the investment tis classified as held for sale. When the Group retains an interest in the former associate or joint venture and the retained interestis a financial asset,the Group measures the retained interest at fair value at that date and the fair value is regarded as its fair value on initial recognition in accordance with IFRS 9. The difference between the carrying amount of the associate or joint venture at the date the equity method was discontinued, and the fair value of any retained interest and any proceeds from disposing of a part interest in the associate or joint venture is included in the determination of the gain or loss on disposal of the associate or joint venture. In addition, the Group accounts for all amounts previously recognized in other comprehensive income in relation to that associate or joint venture on the same basis as would be required if that associate or joint venture had directly disposed of the related assets or liabilities. Therefore, if a gain or loss previously recognized in other comprehensive income by that associate or joint venture would be reclassified to profit or loss on the disposal of the related assets or liabilities, the Group reclassifies the gain or loss from equity to profit or loss (as a reclassification adjustment ) when the equity method is discontinued.

The Group continues to use the equity method when an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate. There is no re-measurement to fair value upon such changes in ownership interests.

When the Group reduces its ownership interest in an associate or a joint venture but the Group continues to use the equity method, the Group reclassifies to profit or loss the proportion of the gain or loss that had previously been recognized in other comprehensive income relating to that reduction in ownership interest if that gain or loss would be reclassified to profit or loss on the disposal of the related assets or liabilities.

When a group entity transacts with an associate or a joint venture of the Group, profits and losses resulting

02

NOTE 1.

from the transactions with the associate or joint venture are recognized in the Group's consolidated financial statements only to the extent of interest in the associate or joint venture that are not related to the Group.

1.9 Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns rebates and other similar allowances.

The majority of the Group's revenue is recognized when the goods are delivered and titles have passed, at which time all the following conditions are satisfied:

  • the Group has transferred to the buyer the significant risks and rewards of ownership of the goods;
  • the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
  • the amounts of revenue can be measured reliably;
  • it is probably that the economic benefits associated with the transaction will flow to the Group;
  • the costs incurred or to be incurred in respect of the transaction can be measured reliably.

The Group has one type of revenues that derives from arrangements with performance obligations satisfied over time (contract based assets) in accordance with IFRS 15. The method of this specific revenue recognition is described in note 1.4 and note 2.2.

1.10 Leasing

For any new contracts entered into on or after 1 January 2019, the Group evaluates whether a contract is, or contains a lease. A lease is defined as a contract, or part of a contract, that contains the right to use an asset for a period of time in exchange for consideration to be paid.

To apply this definition the Group assesses whether the contract meets three key evaluations of IFRS 16:

• the contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available.

• the Group has the right to obtain substantially all of the economic benefits from use of the identified asset in the period of use, considering its rights within the defined scope of the contract the Group has the right

to direct the use of the identified asset throughout the period of use.

• the Group assess whether it has the right to direct 'how and for what purpose' the asset is used in the period of use.

At lease commencement date, the Group recognises a right-of-use asset and a lease liability on the balance sheet. The right-of-use asset is measured at cost, which is made up of the following costs:

• the initial measurement of the lease liability,

  • any initial direct costs incurred by the Group,
  • an estimate of any costs to dismantle and remove the asset at the end of the lease, and

• any lease payments made in advance of the lease commencement date net of incentives.

The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-ofuse asset or the end of the lease term.

The Group also assesses the right-of-use asset for impairment when such indicators exist.

At the beginning of leasing date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease. The Group uses an incremental borrowing rate if the implicit rate is not available.

Lease payments included in the measurement of the lease liability are made up of the following:

  • • fixed payments
  • variable payments based on an index or rate,
  • amounts expected to be payable under a residual value guarantee and

• payments arising from options reasonably certain to be exercised.

Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured to reflect any reassessment or modification, or if there are changes in in-substance fixed payments.

When the lease liability is remeasured, the corresponding adjustment is reflected in the right-ofuse asset, or profit and loss if the right-of-use asset is already reduced to zero.

The Group has decided to choose for the possibility of IFRS 16 to account for short-term leases and leases of

low-value assets using the practical expedients. Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are recognised as an expense in profit or loss on a straight-line basis over the lease term.

On the statement of financial position, right-of-use assets have been included in property, plant and equipment and lease liabilities have been included in loans and borrowings or current liabilities and accruals.

1.11 Foreign currencies

In preparing the financial statements of each individual group entity, transactions in currencies other than the entity's functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical costs in a foreign currency are not retranslated.

Exchange differences on monetary items are recognized in profit or loss in the period in which they arise except for:

• Exchange differences on foreign currency borrowings relating to assets under construction for future reductive use which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings.

• Exchange differences on transactions entered into in order to hedge foreign currency risks.

• Exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur in the foreseeable future therefore forming part of the net investment in the foreign operation), which are recognized initially in other comprehensive income and reclassified from equity to profit or loss on repayment of the monetary items.

For the purposes of presenting these consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated into Euros using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that

period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognized in other comprehensive income and accumulated in equity (and attributed to noncontrolling interests as appropriate).

On the disposal of a foreign operation (i.e. disposal of the Group's entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, or a partial disposal of an interest in a joint arrangement or an associate that includes a foreign operation of which the retained interest becomes a financial asset ) all of the exchange differences accumulated in equity in respect of the operation attributable to the owners of the Company are reclassified to profit or loss.

In relation to a partial disposal of a subsidiary that includes a foreign operation that does not result in the Group losing control over the subsidiary, the proportionate share of accumulated exchange differences are re-attributed to non-controlling interests and are not recognized in profit or loss. For all other partial disposals (i.e. partial disposals of associates or joint arrangements that do not result in the Group losing significant influence or joint control), the proportionate share of the accumulated exchange differences is reclassified to profit or loss.

Goodwill and fair value adjustments to identifiable assets acquired and liabilities assumed through acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the rate of exchange prevailing at the end of each reporting period. Exchange differences arising are recognized in other comprehensive income.

1.12 Retirement benefit costs and termination benefits

Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions.

1.13 Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from "profit before tax" as reported in the consolidated statement of profit or loss and other comprehensive income, because items

02

NOTE 1.

of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax based used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognized if the temporary difference arises from the initial recognition of goodwill.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized., based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the consequences that would follow from

the manner in which the Group expects at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination the tax effect is included in the accounting from the business combination.

1.14 Property, plant and equipment and Intangible fixed assets

Property, plant and equipment are stated at cost, being the fair value of the consideration given to acquire or construct the asset, including directly attributable costs required to bring the asset to the location or to a condition necessary for operation and the direct cost of dismantling and removing the asset, less accumulated depreciation and any accumulated impairment losses.

Intangible assets include goodwill and off-take contracts. The offtake contracts as per 31 December 2019 were valued at cost. For the accounting policies concerning mineral rights reference is made to note 1.16.

Property, plant and equipment (with the exception of land and buildings) are depreciated to their estimated residual value over the estimated useful life of the specific asset concerned. Identifiable intangible assets with a finite life are amortized on a straight-line basis and/or in accordance with the unit-of-production method ("UOP") over their expected useful life. Reference is made to note 1.24 for more details on the application of the UOP method. Goodwill is not amortized. Land and buildings are valued at Fair Value in accordance with IFRS 13 and changes are accounted for in other comprehensive income.

The major categories of property, plant and equipment (with the exception of land and buildings) and intangible assets are depreciated/amortized on a UOP and/or straight-line basis as follows (per annum):

Land: Fair value model Buildings: 0% Plant and Equipment: 10% - 33% Other operating assets: up to 10% Assets under finance leases, where substantially all

the risks and rewards of ownership transfer to the Group as lessee, are capitalized and depreciated over their expected useful lives on the same basis as owned assets or, where shorter, the term of the relevant lease. All other leases are classified as operating leases, the expenditures for which are charged against income over the accounting periods covered by the lease term.

1.15 Mineral rights

Mineral rights consist of exploration and evaluation expenditure, mineral resources, mineral reserves, and mineral rights.

Exploration and evaluation expenditure relates to costs incurred on the exploration and evaluation of potential mineral resources and includes costs such as researching and analyzing historical exploration data, exploratory drilling, trenching, sampling and the costs of pre-feasibility studies.

Exploration and evaluation expenditure for each area of interest, other than that acquired from the purchase of another company, is charged to the statement of income as incurred except when:

• the expenditure is expected to be recouped from future exploitation or sale of the area of interest; and it is planned to continue with active and significant operations in relation to the area;

• or at the reporting period end, the activity has not reached a stage which permits a reasonable assessment of the existence of commercially recoverable reserves, in which case the expenditure is capitalized.

Purchased exploration and evaluation assets are recognized at their fair value at acquisition.

Capitalized exploration and evaluation expenditure is recorded as a component of mineral rights in property, plant and equipment. All capitalized exploration and evaluation expenditure is monitored for indications of impairment. Where a potential impairment is indicated, an assessment is performed for each area of interest or at the cash generating unit level. To the extent that capitalized expenditure is not expected to be recovered it is charged to the statement of income.

Mineral reserves, resources and rights (together Mineral Rights) which can be reasonably valued, are recognized

In the assessment of fair values on acquisition, Mineral Rights for which values cannot be reasonably determined are not recognized. Exploitable Mineral Rights are amortized using the UOP over the commercially recoverable reserves and, in certain circumstances, other mineral resources. Mineral resources are included in amortization calculations where there is a high degree of confidence that they will be extracted in an economic manner.

1.16 Impairment

At the end of each reporting period the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

When a reasonable and consistent basis can be identified, Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually and whenever there is an indication that the asset may be impaired.

The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cashgenerating unit) is estimated to be less than its carrying amount the carrying amount of the asset (or cash generating unit) is reduced to its recoverable amount.

An impairment loss is recognized immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash generating unit) is increased to the revised estimate of its recoverable amount but so that the increased carrying amount, does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years.

A reversal of an impairment loss is recognized immediately in profit or loss unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.17 Inventories

Production Inventories are stated at the lower of cost and net realizable value. Costs of inventories are determined on a first-in-first-out basis. Net realizable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale.

The Trading inventories are stated at Fair Value less costs to sell.

1.18 Provisions

Provisions are recognized when the Group has a present obligation as a result of a past event it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.

When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all the economic benefits required to settle a provision are expected to be recovered from a third party a receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

1.19 Financial instruments

Financial assets and financial liabilities are recognized when a group entity becomes a party to the contractual provisions of the instruments.

Since 1 January 2018 the Group classifies its financial instruments as either financial assets at amortised cost, at fair value through other comprehensive income (FVTOCI) or at fair value through profit or loss (FVTPL). The classification depends on the Group´s business model for managing the financial assets and contractual terms of the cash flows.

Amortised cost : Assets that are held for collection of contractual cash flows represent solely payments of principal and interest. Interest income from those financial is included in finance income.

FVTOCI :Assets that areheldfor collectionof contractual cash flows and for selling the financial assets, where the cash flows of the assets represent solely payments of principal and interest.Interest income from these financial assets is included in finance income using the effective interest rate method. Unrealized gains or losses are recorded as a fair value adjustment in the consolidated statement of comprehensive income and transfered to the consolidated income statement when this financial asset is sold. Exchange gains and losses and impairments related to these financial assets are immediately recognized in the consolidated income statement.

FVTPL : Assets that do not meet the criterias for amortised cost or FVTOCI. Changes in fair value of financial instruments at FVPL are immediately recognized in the consolidated income statement.

Listed redeemable notes held by the Group that are traded in an active market are classified as FVTPL and are stated at fair value at the end of each reporting period. Changes in the carrying amount of FVTPL monetary financial assets relating to changes in foreign currency rates, interest income calculated using the effective interest method and dividends on FVTPL equity investments are recognized in profit orloss. Other changes in the carrying amount of FVTPL financial assets are recognized in other comprehensive income and accumulated under the heading of investments revaluation reserve. When the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously accumulated in the investment's revaluation reserve is reclassified to profit or loss.

Dividends on FVTPL equity instruments are recognized in profit or loss when the Group's right to receive the dividends is established.

The fair value of FVTPL monetary financial assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate prevailing at the end of the reporting period. The foreign exchange gains and losses that are recognized in profit or loss are determined based on the amortised cost of the monetary asset. Other foreign exchange gains and losses are recognized in other comprehensive income.

FVTPL equity investments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured and derivatives are linked to and must be settled by delivery of such unquoted equity investments are measured at cost less any identified impairment losses at the end of each reporting period.

Financial assets are initially recognised at fair value on the trade date, including, in the case of instruments not recorded at fair value through profit or loss, directly attributable costs. Other investments, provisionally priced trade receivables and derivates are carried at fair value. Trade receivables (without provisional price features), loans and other receivables are carried at amortised cost adjusted for any loss allowance.

Financial liabilities (except derivates and liabilities with provisional price features) are initially recognised at fair value of consideration received net of transaction costs as appropriate and subsequently carried at amortised cost. Derivates and financial liabilities including provisional price features are carried at FVTPL.

1.20 Impairment of financial assets

Financial assets, other than those at FVTPL, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

For FVTPL equity investments, a significant or prolonged decline in the fair value of the security below its cost is considered to be objective evidence of impairment. For all other financial assets, objective evidence of impairment could include:

• significant financial difficulty of the issuer or counterparty; or

• breach of contract, such as a default or delinquency in interest or principal payments; or

• it becoming probable that the borrower will enter bankruptcy or financial reorganization; or

• the disappearance of an active market for that

financial asset because of financial difficulties.

For certain categories of financial assets, such as trade receivables assets are assessed for impairment on a collective basis even if they were assessed not to be impaired individually. Objective evidence of impairment for a portfolio of receivables could include the Group's past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period, as well as observable changes in national or local economic conditions that correlate with default on receivables.

A loss allowance for expected credit losses is determined for all financial assets, other than those at FVTPL, at

the end of each reporting period. The expected credit loss recognised represents a probability-weighted estimate of credit losses over the expected life of the financial instrument. Metalcorp Group applies the simplified approach to measure the loss allowance for trade receivables classified as amortised cost using the lifetime expected loss provision. The expected credit loss on trade receivables is estimated using a provision matrix by reference to past default experience and an equivalent credit rating, adjusted as appropriate for current observable data and forward-looking information. For all other financial assets at amortised cost the Group recognises lifetime expected credit losses when there has been a significant increase in credit risk since initial recognition.

Forfinancial assets carriedat amortisedcost,the amount of the impairment loss recognized is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate.

For financial assets that are carried at cost, the amount of the impairment loss is measured as the difference between the asset's carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account.

When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss.

For financial assets measured at amortised cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognized.

In respect of FVTPL equity securities, impairment losses previously recognized in profit or loss are not

reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognized in other comprehensive income and accumulated under the heading of investments revaluation reserve. In respect of FVTPL debt securities, impairment losses are subsequently reversed through profit or loss if an increase in the fair value of the investment can be objectively related to an event occurring after the recognition of the impairment loss.

1.21 De-recognition of financial assets and financial liabilities

The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognize the financial asset and also recognises a collateralised borrowing for the proceeds received.

On de-recognition of a financial asset in its entirety, the difference between the asset's carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognized in profit or loss.

On de-recognition of a financial asset other than its entirety (e.g. when the Group retains an option to repurchase part of a transferred asset), the Group allocates the previous carrying amount of the financial asset between the part it continues to recognise under continuing involvement, and the part it no longer recognises on the basis of the relative fair values of those parts on the date of the transfer.

The difference between the carrying amount allocated to the part that is no longer recognized and the sum of the consideration received for the part no longer recognized and any cumulative gain or losses allocated to it that had been recognized in other comprehensive income is recognized in profit or loss. A cumulative gain or loss that had been recognized in other comprehensive income is allocated between the part that continues to be recognized and the part that is no longer recognized on the basis of the relative fair values of those parts.

The Group derecognizes financial liabilities when, and only when, the Group's obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.

1.22 Derivatives and hedging activities

Derivative instruments, which mainly include contracts to sell or purchase commodities that do not meet the own use exemption, as well as FX derivatives to a minor extend, are initially recognize at fair value when the Company becomes a party to the contractual provisions of the instrument and are subsequently re-measured to fair value at the end of each reporting period. Fair values are determined using quoted market prices, dealer price quotations or using models and other valuation techniques, the key inputs for which include current market and contractual prices of the underlying instrument, time to expiry, yield curves, volatility of the underlying instrument and counterparty risk.

Gains and losses on derivative instruments for which hedge accounting is not applied, other than the revenue adjustment mechanism embedded within provisionally priced sales, are recognised in cost of goods sold.

Those derivatives qualifying and designated as hedges are either

(i) a Fair Value Hedge of the change in fair value of a recognized asset or liability or an unreconised firm commitment, or

(ii) a Cash Flow Hedge of the change in cash flows to be received or paid relating to a recognized asset or liability or a highly probably transaction.

A change in the fair value of derivatives designated as a Fair Value Hedge is reflected together with the change in the fair value of the hedged item in the statement of income.

A change in the fair value of derivatives designated as a Cash Flow Hedge is initially recognized as a cash flow hedge reserve in shareholders' equity. The deferred amount is then released to the statement of income in the same periods during which the hedged transaction affects the statement of income. Hedge ineffectiveness is recorded in the statement of income when it occurs.

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge

accounting, any cumulative gain or loss existing in equity at that time remains in shareholders' equity and is recognized in the statement of income when the committed or forecast transaction is ultimately recognized in the statement of income.

A derivative may be embedded in a "host contract". Such combinations are known as hybrid instruments and at the date of issuance, the embedded derivative is separated from the host contract and accounted for as a stand-alone derivative if the criteria for separation are met. The host contract is accounted for in accordance with its relevant accounting policy.

1.23 Critical accounting policies, key judgments and estimates

The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual outcomes could differ from those estimates.

The Company has identified the following areas as being critical of understanding the Company's financial position as they require management to make complex and/or subjective judgments and estimates about matters that are inherently uncertain:

Depreciation and amortization of property plant and equipment and mineral rights

Mineral rights and certain plant and equipment are depreciated / amortized using UOP rate of depreciation / amortization, and therefore the annual charge to operations, can fluctuate from initial estimates. This could generally result when there are significant changes in any of the factors or assumptions used in estimating mineral reserves, notably changes in the geology of the reserves and assumptions used in determining the economic feasibility of the reserves. Such changes in reserves could similarly impact the useful lives of assets depreciated on a straight line basis, where those lives are limited to the life of the project, which in turn is limited to the life of the proven and probably mineral reserves. Estimates of proven and probable reserves are prepared by experts in extraction, geology and reserve determination.

Assessments of extraction, geology and reserve

determination, assessments of UOP rates against the estimated reserve and resource base and the operating and development plan are performed regularly.

Impairments

Investments in Associates and other investments, advances, and loans and property, plant and equipment, and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be fully recoverable or at least annually for goodwill and other indefinite life intangible assets.

If an asset's recoverable amount is less than the assets' carrying amount, an impairment loss is recognized. Future cash flow estimates which are used to calculate the asset's fair value are based on expectations about future operations primarily comprising estimates about production and sales volumes, commodity prices, reserves and resources, operating rehabilitations and restoration costs and capital expenditures. Changes in such estimates could impact recoverable values of these assets.

Estimates are reviewed regularly by management.

Valuation of derivative instruments

Derivative instruments are carried at fair value and the company evaluates the quality and reliability of the assumptions and data used to measure fair value in the three hierarchy levels, Level 1, 2 and 3, as prescribed by IFRS 7.

Fair values are determined in the following ways: externally verified via comparison to quoted market prices in active markets (Level 1); by using models with externally verifiably inputs (Level2 ); or using alternative procedures such as comparison to comparable instruments and/or using models with unobservable market inputs requiring the Company to make market based assumptions (Level 3).

Provisions

The amount recognized as a provision, including tax, legal, restoration and rehabilitation, contractual and other exposures or obligations is the best estimate of the consideration required to settle the related liability, including any related interest charges, taking into account the risks and uncertainties surrounding the obligation. The Group assesses its liabilities and contingencies based upon the best information available, relevant tax laws and other appropriate requirements.

Fair Value measurements

In addition to recognizing derivative instruments at fair value, as discussed above, an assessment of air value of assets and liabilities is also require in accounting for other transaction most notably, business combinations and disclosures related to fair values of marketing inventories, financial assets and liabilities. In such instances, fair value measurements are estimated based on the amounts for which the assets and liabilities could be exchanged at the relevant transaction date or reporting period end, and are therefore not necessarily reflective of the likely cash flow upon actual settlements. Where fair value measurements cannot be derived from publicly available information, they are estimated using models and other valuation methods. To the extent possible, the assumptions and inputs take into account externally verifiable inputs. However, such information is by nature subject to uncertainty; particularly where comparable market based transactions rarely exist.

Extension options for leases

When the Group has the option to extend a lease, management uses its judgement to determine whether or not an option would be reasonably certain to be exercised. The Group's Management considers all facts and circumstances including their past practice, experience and any cost that will be incurred in the future to change the lease asset if an option to extend is not taken. Based on these evaluation management decides and determine the lease term. No potential lease payments have been excluded in the lease liabilities as management is reasonably certain that all the extension options will be exercised.

02

NOTE 2. SEGMENT INFORMATION

2.1 General

The Company is organized in two segments, Non-Ferrous and Ferrous, with the following sub-segments: Trading and Production.

This structure is used by management to assess the performance of the Company.

The Non-Ferrous production is headed by BAGR Berliner Aluminiumwerk GmbH, which is the leading independent secondary producer of aluminium slabs. BAGR is located in Berlin, Germany and has a highly efficient team of qualified professionals who turn aluminium scrap, alloy additives and small quantities of primary aluminium into high-quality aluminium slabs. These are then further processed by our customers into strips, sheets, plates and cuttings. BAGR is 100% owner of Stockach Aluminium GmbH, a secondary slab manufacturer located in Southern Germany. The Group has furthermore a non-ferrous production base with Cable Recycling Industries S.L., a secondary copper producer based in Bilbao.

The Non-Ferrous Trading activities are managed by Tennant Metals, which trades in all the LME metals and a range of specialty and bulk metals and acts as principal in the vast majority of its trading activities. The main metals traded by Tennant Metals are ferrochrome, aluminium, copper, lead, tin and zinc.

The raw materials activities consists of a team of professionals that has the objective to develop resources projects to establish off-take agreements and partnerships with third parties.

The Ferrous Trading division is headed by Steelcom and its trading activities cover a wide range of steelmaking raw materials (such as coal, metallurgical coke, iron ore, pig iron, hot briquetted iron (HBI) and direct reduced iron (DRI), semi-finished products (such as slabs and billets), and finished industrial steel products (such as long and flat finished steel products, from structural sections to high-value-added coated and pre-painted products). Furthermore, since September 2016 Steelcom runs a steel automotive supply-chain business, which has now proven to be a consistent and prominent business stream of the division. Steelcom is well positioned to serve international clients and suppliers due to its global presence, its renowned back office, its trade finance facilities and its operating track record of over 50 years.

In Ferrous Production, the Group runs a state-of the art pipe and tube manufacturing plant in Thessaloniki, Greece.

2.2 Segment Revenues and Results

Revenue GM Result
EUR 1.000 2019 2018 2019 2018 2019 2018
Ferrous
- Production 1.923 6.649 146 188 196 237
- Trading & Other 226.458 244.866 11.838 12.793 1.695 1.661
Total Ferrous 228.381 251.515 11.984 12.981 1.891 1.898
Non-ferrous
- Production 121.347 147.077 12.689 13.128 4.779 5.600
- Contract Based
assets
1.577 1.828 - - - -
- Trading & Other 189.699 220.308 24.904 24.232 2.642 2.147
Total Non-ferrous 312.623 369.213 37.593 37.360 7.421 7.747
Total 541.004 620.728 49.577 50.341 9.312 9.645

The following is an analysis of the Group's revenue, gross profit ("GM") and results from continuing operations by reportable segment.

Segment revenue reported above represents revenue generated from external customers. The revenues from contract based assets derive from arrangements with performance obligations over time in accordance with IFRS 15. This relates to commissions that are

guaranteed by an Offtake agreement and payed/agreed at the end of the Offtake period between parties, but these are earned on every fulfilled service (metal backto-back trade). As this is a distinct part of the contract the group presents this as a contract based asset and

02

NOTE 2.

recognizes the share of total commission revenue. The amount of EUR 1.577 thousand reflects the difference of the fair value off the contract based assets as per 31 December 2019 (EUR 13.922 thousand) and 31 December 2018 (EUR 12.345 thousand), see note 10. The Offtake contracts are written off in the same amount so that the impact on the income statement is balanced out, see note 7. As a result, the group shows the correlation between the fair values of the Offtake contracts and the Contract based assets. Apart from service fees charged between entities for services provided, there were no inter-segment sales in the current year.

The accounting policies of the reportable segments are the same as the Group's accounting policies described in note 1. Profit represents the profit after tax earned by each segment.

2.3 Segment Assets and Liabilities

The following is an analysis of the Group's assets and liabilities by reportable segment.

Liabilities
2019 2018 2019 2018
101.928 100.015 53.322 58.231
421.069 332.586 314.345 227.132
522.997 432.601 367.667 285.363
Assets
Depreciation and amortization Additions to non-current assets
EUR 1.000 2019 2018 2019 2018
Total Ferrous 318 156 - -213
Total Non-ferrous 1.603 1.581 85.921 35.494
Total 1.921 1.737 85.921 35.281

The additions to non-current assets in the trading division also include the additions of financial instruments as reported in Note 8 Financial Fixed Assets.

It is included in this overview, as it is a significant position that is reported to management on a regular basis.

NOTE 2.

2.4 Geographical Information

The Group operates globally and operations are managed by the following geographical analysis:

Revenue GM Non-Current assets
EUR 1.000 2019 2018 2019 2018 2019 2018
Region
Europe 497.369 470.515 46.553 45.243 86.515 68.537
Middle East - 5.897 - 107 - -
Asia-Pacific 646 41.210 1.148 1.826 5.777 6.126
Americas - 37.654 - 1.461 - -
Africa 42.989 65.452 1.876 1.704 170.374 102.082
Total 541.004 620.728 49.577 50.341 262.666 176.745

The allocation of Revenue and GM is based on the country of incorporation of the sales counterparty. This may not necessarily be the country of the counterparty's ultimate parent and/or final destination of product.

Note that the Non-Current assets also contain the financial instruments as reported in Note 8 Financial Fixed Assets, as this is a significant position that is reported to management on a regular basis.

None of the customers contribute over 10% of revenue.

NOTE 3. EXPENSES

EUR 1.000 2019 2018
Selling expenses
Personnel 6.277 4.736
Sales and marketing expenses 51 31
Total selling expenses 6.329 4.767
Administrative expenses
Personnel 2.047 2.458
Professional services fees 1.398 2.559
Facilities and offices 1.707 2.515
Other operating expenses 1.912 3.606
Depreciation and amortization 1.921 1.746
Total administrative expenses 8.987 12.884
Operating expenses 15.316 17.651
Other operating income - -
Breakdown: depreciation and amortization
Property Plant and Equipment 621 1.120
Intangible assets 1.577 536
Right-of-use asset 1.249
Total depreciation and amortization 3.447 1.656
Allocated to production costs -1.526 90
As included in administrative expenses 1.921 1.746

The average number of employees of the Group during the year, converted to full-time equivalents was 285 (2018: 286) of which 277 are employed outside of Luxembourg (2018: 280 outside of Luxembourg). In the personnel expenses an amount of EUR 998 thousand related to social security premiums (2018: EUR 1.034 thousand) and an amount of EUR 131 thousand related to pension premiums are included (2018: EUR 208 thousand).

NOTE 4. FINANCIAL INCOME AND EXPENSES

EUR 1.000 2019 2018
Financial income and expenses
Other interest income and similar income 1.267 1.200
Interest expenses and similar charges -18.160 -19.174
Interest expense for leasing arrangements -227 -
Other financial income -2.920 2.587
Other financial expenses 81 -4.032
Total financial income and expenses -19.958 -19.420
Income from foreign exchange
Forex gains 304 3.807
Forex losses -562 -4.015
Total income from foreign exchange -258 -208
Total financial income and expenses -20.216 -19.628

NOTE 5. TAXATION

Income taxes consist of the following:

EUR 1.000 2019 2018
Current income tax expense -4.626 -3.424
Deferred income tax 126 -
Total income tax expense -4.500 -3.424
EUR 1.000 % 2019
EUR
% 2018
EUR
Taxable result 14.045 13.069
Tax burden based on Luxembourg nominal rate
Application local, nominal rates
24,9% 3.497 26,0% 3.398
Carry forward losses 0,0% - 0,0% -
Non-tax deductible costs
Taxation on result on ordinary activities 32,0% 4.500 26,2% 3.424
Tax rate differences. 7,1% 1.003 0,2% 26
Non-tax deductible costs (other)
Non-tax deductible costs

The effective tax rate on the Group results rate differs from the statutory Luxembourg income tax rate applicable to the Company mainly due to increased activity in European regions such as Germany.

NOTE 6. PROPERTY, PLANT AND EQUIPMENT

The movements in Property, plant and equipment are as follows:

EUR 1.000 Land and
buildings
Plant and
machinery
Operating
assets
Construction
& development
Mineral
rights
Total
Gross carrying amount
1 January 2018 12.063 32.248 3.753 89.146 137.210
Additions 2.217 1.739 1.138 30.209 35.303
IAS 8 - - - -25.000 -25.000
31 December 2018 14.280 33.987 4.891 94.355 147.513
Accumulated depreciation and impairments
1 January 2018 143 7.630 2.420 - 10.193
Depreciation 322 211 587 - 1.120
31 December 2018 465 7.841 3.007 - 11.313

Net book value at 31 December 2018 13.815 26.146 1.884 94.355 136.200

EUR 1.000 Land and
buildings
Plant and
machinery
Operating
assets
Construction
& development
Mineral
rights
Total
Gross carrying amount
IFRS 16 and IAS 8 1.714 1.942 - - 3.656
1 January 2019 15.994 35.929 4.891 94.355 151.170
Additions - 10.842 71.197 539 82.578
Disposals -1.293 - - - -1.293
31 December 2019 14.701 46.772 76.088 94.894 232.455
Accumulated depreciation and impairments
1 January 2019 465 7.841 3.007 - 11.313
Depreciation 144 1.166 560 - 1.870
31 December 2019 609 9.007 3.567 - 13.183
Net book value at 31 December 2019 14.092 37.764 72.521 94.894 219.272

Land and buildings, plant and machinery, operating assets and construction and development

The additions of 2019 are mainly related to expansion of the investments in the aluminum business at BAGR, AluStockach, investments in the bauxite activities and some smaller investments. Furthermore maintenance expense that extend the economic life of the production and port facilities were capitalised and will be written of in line with the accounting principles as set out in Note 1.

Another major part results from first time application of IFRS 16 as per 1 January 2019. A breakdown is given by table below and reference is made to Note 15.

NOTE 6.

Mineral rights

The mineral rights are related to the bauxite activities of the Group in development of Societe des Bauxites de Guinee (SBG) and connected mining activities in Guinee, where the Group is developing integrated bauxite and alumina facilities.

The annual impairment test did not lead to any write-offs. For the accounting treatment of Mineral rights and the impairments, reference is made to note 1.15 and note 1.16.

The IAS 8 change is related to a reclassification between Receivables, prepayment and accrued income for the year ended 2018. For further information reference is made to Note 1.4.

Included in the above line items are right-of-use assets over the following:

EUR
Land and buildings 1.582
Plant & machinery 11.595
13.177

NOTE 7. INTANGIBLE FIXED ASSETS

A summary of the movements of intangible fixed assets is given below:

EUR 1.000 Offtake Contracts Goodwill Other
intangible
assets
Total
Gross carrying amount
1 January 2018 16.646 22.634 306 39.586
Acquisitions - 3.204 - 3.204
Revaluation - - - -
Disposals / Write Off's -1.828 - - -1.828
Exchange rate differences -210 - - -210
31 December 2018 14.608 25.838 306 40.752
Accumulated amortization and impairments
1 January 2018 - - 294 294
Amortization 527 - 9 536
31 December 2018 527 - 303 830
Net book value at 31 December 2018 14.081 25.838 3 39.922
EUR 1.000 Offtake contracts Goodwill Other
intangible assets
Total
Gross carrying amount
1 January 2019 14.608 25.838 306 40.752
Acquisitions - - 28 28
Additions - - 3.373 3.373
31 December 2019 14.608 25.838 3.707 44.153
Accumulated amortization and impairments
1 January 2019 527 - 303 830
Acquisitions - - 776 776
Amortization 1.577 - - 1.577
31 December 2019 2.104 - 1.079 3.183
Net book value at 31 December 2019 12.504 25.838 2.628 40.969

NOTE 7.

7.1 Offtake contracts

The offtake contracts as per 31 December 2019 relate to contracts obtained through past acquisitions (referred to as contract based intangible assets before 2019).

Since adoption of IFRS 15 "Revenue from Contracts with Customers" the portfolio of Offtakes correlates to the contract-base assets of the group.

The Group writes off the portfolio at the same value the Group builds up contract-base asset, as the contractbased asset is derived from the commission on offtakes over the lifetime of the offtake until the offtake matures. The portfolio includes Offtake contracts in South Africa, Indonesia and Australia.

The production relate to these contracts has started or is expected to commence within one to four years. The contracts are expected to produce over a period between 10 and 16 years. Any potential impairment is assessed by calculating the net present values of the supply that will be provided over the contract-term using long term price forecast for the metals provided by third parties. As the contracts relate to operations that are in development, the discount rates are set at similar levels for project development applicable to the regions on which the operations are located.

7.2 Goodwill

Goodwill is related to the investments in the production activities (2019: EUR 24.024 thousand; 2018: EUR 24.024 thousand) and the trading activities (2019: EUR 1.814 thousand; 2018: EUR 1.814 thousand).

The recoverable amount of each cash-generating unit, used in the annual impairment tests performed in the fourth quarter, is based on its value in use. Key assumptions used in the impairment tests for the cash-generated units were sales growth rates, operating result and the rates used for discounting the projected cash flows. These cash flow projections were determined using management's internal forecasts that cover a period of 5 years, based on the financial plans as approved by the Company's management.

7.3 Impairment

The recoverable amount of each cash-generating unit, used in the annual impairment tests performed in the fourth quarter, is based on its value in use. Key assumptions used in the impairment tests for the cash-generated units were sales growth rates, operating result and the rates used for discounting the projected cash flows. These cash flow projections were determined using management's internal forecasts that cover a period of multiple years, based on the financial plans. The annual impairment test did not lead to any impairments of goodwill. The present value of estimated cash flows has been calculated using a pre-tax discount rate that reflects the current market assessment of the time value of money and the specific risks of the cash-generating unit.

CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8. FINANCIAL FIXED ASSETS

A summary of the movements in the financial fixed assets is given below:

EUR 1.000 Deferred tax assets Associated Other receivables Total
Book Value
Balance at 1 January 2018 - 17 31 48
Sales, redemptions and other - - 575 575
Balance at 31 December 2018 - 17 606 623
Book Value
Balance at 1 January 2019 - 17 606 623
Additions 126 - 1.676 1.802
Balance at 31 December 2019 126 17 2.282 2.425

NOTE 9. INVENTORIES

EUR 1.000
The "Other receivables" includes loans given to various
31/12/2019
All these loans are secured by underlying assets of
31/12/2018
companies to finance the start-up of production facilities
for which we will receive potential off-takes in return.
Manufacturing
those companies.
Raw materials and consumables 6.263 10.320
Finished products 5.274 10.603
Trading
Finished products 25.738 17.063
Total inventories 37.275 37.986

The manufacturing inventories consist of finished products and raw materials and consumables of BAGR, CRI, Nikolaïdis and Stockach Aluminium. The finished products are already sold and in the course of delivery to the client.

The trading inventories are commodities that are already sold by, but still held by the Trading companies as the Company still retains the principal risks and rewards of ownership. These inventories are pledged as a security for trade finance facilities with an amount of EUR 26 million.

No impairment has been recorded for the inventories during the year.

NOTE 10. RECEIVABLES, PREPAYMENTS AND ACCRUED INCOME

EUR 1.000 31/12/2019 31/12/2018
Trade receivables, prepayment and accrued income 110.363 128.374
Trade receivables (Factoring) 15.145 24.340
Contract based assets 13.922 12.345
Shareholder 556 -
Associated companies - -
Related parties 6.955 -
Other receivables 21.739 24.300
Taxation 1.221 1.605
Total receivables, prepayments and accrued income 169.901 190.964

Regarding the trade receivables the Group applies a simplified approach to measure the loss allowance for trade receivables classified as amortised cost using the lifetime expected loss provision. The expected credit loss on trade receivables is estimated using a provision matrix by reference to past default experience and credit rating, adjusted as appropriate for current observable data. The following table details the risk profile of trade receivables based on the Groups´s provision matrix:

EUR 1.000 expected
default rate
Carrying amount Credit Loss
allowance(included)
Current 0,21% 115.699 239
1-30 days past due 0,46% 32.458 149
31-60 days past due 0,68% 3.009 20
61-90 days past due 1,34% 579 8
more than 90 days past due 1,44% 1.695 24
153.439 441

The provision for doubtful receivables as at 31 December 2019 amounts to a total of EUR 441 thousand (2018: 1.387, see note 1.4, table 2) and contains other doubtful receivables with an amount of EUR 244 thousand. The difference between the Credit loss allowance as per 31 December 2018 and 31 December 2019 amounts to EUR 197 thousand and is recognized as other financial expenses.

Part of the trade receivables are pledged as collateral for trade financed loans. The credit risk of the Trade receivables is insured at renowned insurance firms and all related due trade receivables were collected in the first quarter of 2019.

Trade receivables (Factoring)are valued at fair value through profit and loss and show the value as per 31 December 2019. They correspond with the trade payables (Factoring), see note 14.

The contract based assets correspond to the Offtake contracts as described in note 7.

The position Trade receivables, prepayment and accrued income as per 31 December 2018 included an IAS 8 change of a reclassification. The IAS 8 change is related to a reclassification between Receivables, prepayment and accrued income and property, plant and equipment for the year ended 2018. For further information reference is made to Note 1.4 and Note 6.

Prepayments and accrued income include prepayments for material purchased and down payments received from customers.

EUR 1.000 01/01/2018 Acquisition Disposal Revaluation 31/12/2018
Unlisted securities
Listed securities
6.025
-
-
-
-
-
6
-
6.031
-
Total 6.025 - - 6 6.031
EUR 1.000 01/01/2019 Acquisition Disposal Revaluation 31/12/2019
Unlisted securities
Listed securities
6.031
-
-
-
-
-
28
-
6.059
-
Total 6.031 - - 28 6.059

The unlisted securities include a portfolio of shares of the Company's parent company, which are held for trading in relation with future business acquisitions (reference is made to note 18).

NOTE 12. CASH AND CASH EQUIVALENTS

EUR 7,4 million of the Cash and Cash Equivalents is restricted as this cash is mainly deposited at multiple renowned trade finance banks and serve as cash collateral for trade finance transactions at 31 December

  1. Trade finance has a self-liquidating character, which means that the cash becomes unrestricted upon completion of the trade finance transaction.

NOTE 13. SHARE CAPITAL AND RESERVES

The movement in Equity is provided in E. Consolidated statement of changes in equity.

Isued Share Capital

The issued share capital of the Company amounts to EUR 70 million (2018: EUR 70 million) divided into 70 million ordinary shares of EUR 1 per share. The total number of authorized shares is 110 million (2018: 110 million shares). All of the shares are owned by Lunala Investments S.A. (Luxembourg).

Translation Reserve

The translation reserve comprises of all foreign exchange differences arising from the translation of the financial statements of foreign operations as well as from the translation of intercompany loans of permanent nature.

02

NOTE 14. LIABILITIES

EUR 1.000 31/12/2019 31/12/2018
Long-term liabilities
Bonds 196.829 146.627
IFRS 16 Leasing Liability 10.236 2.010
Provision 351 5.338
Other Long-term Liabilities 13.253 6.586
220.670 160.561
Current liabilities and accruals
Bank loans and other financing 89.428 62.160
Short term portion of IFRS 16 Leasing Liability - 233
Trade payables 25.976 24.884
Trade payables (Factoring) 15.145 24.340
Related parties payable 917 4.721
Taxes and social security charges -530 801
Other current liabilities 1.358 1.110
Accrued liabilities and deferred income 10.724 3.131
143.020 121.381
Long-term
borrowings
Short-term
borrowings
Lease
liabilities
Totall
1 January 2018 115.611 176.774 1.364 293.749
Cash-flows
-Repayment - -44.847 - -44.847
-Proceeds 44.071 - 879 44.950
Non-cash
-Foreign exchange movements - -505 - -505
-Movement in accruals -1.131 -10.275 - -11.406
31 December 2018 158.551 121.147 2.243 281.941
Long-term
borrowings
Short-term
borrowings
Lease
liabilities
Totall
1 January 2019 158.551 121.147 2.243 281.941
Adoption of IFRS 16 - - 3.656 3.656
Revised 1 January 2019 158.551 121.147 5.899 285.597
Cash-flows
-Proceeds 51.883 27.268 4.337 83.488
-Repayment -13.594 - -13.594
Non-cash
-Foreign exchange movements - 605 - 605
-Movement in accruals - 7.593 - 7.593
31 December 2019 210.434 143.020 10.236 363.689

02

NOTE 14.

Long Term Liabilities

The Long term liabilities are those bank loans and lease obligations which are due in more than 1 year. None of these are due in more than 5 years.

Bonds represent the 2017-2022 bonds which were launched in 2017 on the Norway Exchange (EUR 70 million) and the Frankfurt Exchange (EUR 120 million)– including the tap of EUR 40 million during 2019. The term of both bonds is 5 years with an interest of 7,00% per annum. The Fair value of the bonds amount to EUR 179,55 million at 31 December 2019.

With regards to Long term leasing, reference is made to Note 15.

Other long-term liabilities represent the loan given by a Greek bank to our steel production facility, Nikolaïdis. The loan has a term of 10 years with an interest of Euribor plus 3,75%.

Current Liabilities and Accruals

All liabilities due in less than a year plus bank credit related to trade finance are classified as current liability. Inventory and debtors have been pledged as collateral. The following rates with respective amounts apply to the bank loans:

EUR 1.000 Amount
2019
Amount
2018
Trade finance 75.196 45.765
Working capital facilities
Euribor + markup 3% - 7%
7,9% - 9,3% variable
7.088
7.144
10.993
5.403
Total bank loans and other financing 89.428 62.161

The trade payables (Factoring) are valued at fair value through profit and loss and show the value as per 31 December 2019. They correspond with the trade receivables (Factoring), see note 10.

NOTE 15. LEASING

The Group has leases for land and buildings, plant and machinery, With the exception of short- term leases and leases of low-value underlying assets, each lease is reflected on the bal-ance sheet as a right-of-use asset and a lease liability. Leases of the Group do not contain variable lease payments.

The Group classifies its right-of-use assets in a consistent manner to its property, plant and equipment (see Note 6),

Leases of property generally have a lease term ranging from 5 years to 13 years however most leases of property are generally expected to be limited to 5 years or less.

Lease payments of the Group are generally fixed.

Each lease generally has restrictions that, unless there is a contractual right for the Group to sub-rent the asset to another party, the right-of-use asset can only be used by the Group. Leases are either non-cancellable or may only be cancelled by incurring a substantive termination fee.

Most leases contain an option to purchase the underlying asset at the end of the lease, or to ex-tend the lease for a further term. The Group is prohibited from selling or pledging the underlying leased assets as security. For leases over office and other buildings the Group must keep those properties in a good state of repair and return the properties in their original condition at the end of the lease. Further, the Group has to insure items of property, plant and equipment and incur maintenance fees on such items in accordance with the lease contracts.

The table below describes the nature of the Group's leasing activities by type of right-of-use asset recognised on balance sheet:

Right-of-use asset No. of right
of use assets
leased
Range of
remaining
term
Average
remaining
term
No. of
leases with
extension
options
No. of leases
with options to
purchase
Land and buildings 1 13 years 13 Years 1 0
Plant and machinery 58 3 - 6 years 4 years 58 58

Right-of-use assets

Additional information on the right-of-use assets by class of assets is as follows:

EUR Asset Carrying Amount Additions Depreciation
Office Building 1 1.714 0 132
Plant and machinery 58 5.060 7.651 1.117

The right-of-use assets are included in the same line item as where the corresponding underlying assets would be presented if they were owned.

Lease liabilities

Lease liabilities are presented in the statement of financial position as follows:

EUR 1.000 31/12/2019 31/12/2018
Non-current 10.236 2.010

The Group has no possible future lease termination options, therefore additional information on the lease liabilities and amounts in respect of possible future lease termination options not recognised are given.

At 31 December 2019 the Group had not committed to leases which had not commenced. The lease liabilities are secured by the related underlying assets. The undiscounted maturity analysis of lease liabilities at 31 December 2019 is as follows:

Minimum lease payment due EUR
31.12.2019 Within 1
year
1-2 years 2-3 years 3-4 years 4-5 years 5-10 years 10-25
years
total
Lease
payments
3.045.525 3.045.525 2.363.075 719.683 719.683 1.004.025 327.485 11.227.020
Finance
charges
337.221 242.134 154.589 76.976 54.155 118.905 11.465 997.464
Net present
value
2.964.133 2.863.897 2.141.706 637.160 615.614 783.013 228.032 10.235.575
31.12.2018
Lease
payments
1.079.192 2.856.192 846.192 163.742 163.742 818.711 491.227 6.421.018
Finance
charges
124.482 159.872 62.366 45.812 41.684 141.270 25.167 602.672
Net present
value
1.053.611 2.741.523 775.384 144.967 140.064 632.398 330.399 5.820.364

Lease payments not recognised as a liability

The group has elected not to recognise a lease liability for short term leases (leases of expected term of 12 months or less) or for leases of low value assets. Payments made under such leases are expensed on a straight-line basis. In addition, certain variable lease payments are not permitted to be recognised as lease liabilities and are expensed as incurred.

The expense relating to payments not included in the measurement of the lease liability is as follows:

EUR
Short-term leases 39.775
Leases of low value assets 216.610

At 31 December 2019 the Group was committed to short term leases and the total commitment at that date was EUR 0.

The Group has no leases with Variable lease payments

Additional profit or loss and cash flow information

Total cash outflow in respect of leases in the year EUR 3.023.939

For interest expense in relation to leasing liabilities, refer to finance costs (Note 4)

NOTE 16. FINANCIAL INSTRUMENTS

The table below provides an overview of the financial instruments of the Group divided into the classes amortised cost and fair value through profit and loss ("FVTPL"). Financial instruments of the class fair value through other comprehensive income ("FVTOCI") are not applicable.

2018
EUR 1.000
note amortised cost FVTPL total
Financial fixed assets (other receivables) 8 623 - 623
Trade receivables, prepayments and accrued income 10 140.719 - 140.719
Thereof Trade receivables (Factoring) 10 - 24.340 24.340
Other receivables 10 25.905 - 25.905
Securities 11 - 6.031 6.031
Cash and cash equivalents 12 20.875 - 20.875
Total financial assets 188.122 30.371 218.493
Borrowings (> 1 year) 14 160.561 - 160.561
Trade payables 14 24.884 - 24.884
Trade payables (Factoring) 14 - 24.340 24.340
Trade finance 14 45.766 - 45.766
Current liabilities and accruals 14 26.391 - 26.391
Total financial liabilities 257.602 24.340 281.942
2019
EUR 1.000
note amortised cost FVTPL total
Financial fixed assets (other receivables) 2.425 - 2.425
Trade receivables, prepayments and accrued income 10 124.285 - 124.285
Thereof Trade receivables (Factoring) 10 - 15.145 15.145
Other receivables 10 30.471 - 30.471
Securities 11 - 6.059 6.059
Cash and cash equivalents 12 47.047 - 47.047
Total financial assets 204.228 21.204 225.432
Borrowings (> 1 year) 14 220.670 - 220.670
Trade payables 14 25.976 - 25.976
Trade payables (Factoring) 14 - 15.145 15.145
Trade finance 14 89.428 - 89.428
Current liabilities and accruals 14 12.470 - 12.470
Total financial liabilities 348.544 15.145 363.690

Fair Value Measurements

Fair values are primarily determined using quoted market prices or standard pricing models using observable market inputs where available and are presented to reflect the expected gross future cash in/ outflows. Metalcorp Group S.A. classifies the fair values of its financial instruments into a three level hierarchy based on the degree of the source and observability of the inputs that are used to derive the fair value of the financial asset or liability as follows:

Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that Metalcorp Group S.A. can assess at the measurement date; or

Level 2 - Inputs other than quoted inputs included in Level 1 that are observable for the assets or liabilities, either directly or indirectly; or

Level 3 - Unobservable inputs for the assets or liabilities, requiring Metalcorp Group S.A. to make market based assumptions.

The Fair Value hierarchy of these items are provided in the table below:

2018
EUR 1.000
Level 1 Level 2 Level 3 Total
Financial fixed assets (other receivables) - - - -
Trade receivables - - - -
Trade receivables (Factoring) 24.340 - - 24.340
Receivables, prepayments and accrued income - - - -
Securities - - 6.031 6.031
Cash and cash equivalents - - - -
Total financial assets 24.340 - 6.031 30.371
Borrowings (> 1 year) - - - -
Trade payables - - - -
Trade payables (Factoring) 24.340 - - 24.340
Trade finance - - - -
Current liabilities and accruals - - - -
Total financial liabilities 24.340 - - 24.340
2019
EUR 1.000
Level 1 Level 2 Level 3 Total
Financial fixed assets (other receivables) - - - -
Trade receivables - - - -
Trade receivables (Factoring) 15.145 - - 15.145
Receivables, prepayments and accrued income - - - -
Securities - - 6.059 6.059
Cash and cash equivalents - - - -
Total financial assets 15.145 6.059 21.202
Borrowings (> 1 year) - - - -
Trade payables - - - -
Trade payables (Factoring) 15.145 - - 15.145
Trade finance - - - -
Current liabilities and accruals - - - -
Total financial liabilities 15.145 15.145

During the year no amounts were transferred between Level 1, Level 2 and Level 3 of the fair value hierarchy. As at 31 December 2018 no financial assets and liabilities were subject to offsetting.

The level 3 securities are mainly related to unlisted

shares. In circumstances where Metalcorp Group S.A. cannot verify fair value with observable market inputs (Level 3 fair values), it is possible that a different valuation model could produce a materially different estimate of fair value.

Financial and Capital Risk Management

The Group has exposure to the following risks arising from financial instruments:

Credit risk Liquidity risk Market risk

This note presents information about the Group's exposure to each of the above risks, the Group's objectives, policies and processes for measuring and managing risk, and the Group's management of capital.

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group's receivables from customers and loans related to raw materials:

• The financial fixed assets are secured by underlying assets of those companies. Reference is made to note 8.

• The receivables, prepayments and accrued income mainly consists of trade receivables which is secured by adequate credit insurance.

The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Group's customer base, including the default risk of the industry and country in which customers operate, as these factors may have an influence on credit risk. During 2019 and 2018 none of the Group's revenue attributable to sales transactions with a single multinational customer exceeded 10% of the total revenue.

The Group has established a credit policy under which each new customer is analyzed individually for creditworthiness before the Group's payment and delivery terms and conditions are offered. This is done in close cooperation with the Trade Finance banks and Credit insurance companies. Nevertheless, in principle insurance coverage is obtained for all trade receivables.

Furthermore the Group applies a simplified approach to measure the loss allowance for trade receivables using the lifetime expected loss provision (reference is made to note 1.4 regarding the new IFRS 9 and note 10).

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulties in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation. With regards to its hedging activities, that primarily take place in the trading activities, the Company implemented a policy that hedging is only allowed under a tri-partite agreement in order to avoid margin calls.

Market risk

Market risk is the risk that results out of changes in market prices, such as foreign exchange rates, interest rates, market prices and equity prices and will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

The Group buys and sells derivatives in order to manage market risks. All such transactions are carried out within the guidelines set by the Group. In principle all derivatives are accounted at FVTPL; if required and appropriate, the Group seeks to apply hedge accounting in order to manage volatility in profit or loss.

Currency risk

The Production facilities mainly enter into euro agreements and therefore, the currency risk is insignificant.

The Trading activities are mainly exposed to the USD/ EUR exchange rate, as the trades are predominantly in USD and the reporting currency is in EUR. However, the currency risk is limited as contract deals are denominated in USD for both purchases and sales. Purchases are financed by means of trade finance in USD as well. As the purchase, sale and financing are all in USD, and as trading occurs in principle on a back-toback basis, the deals are naturally hedged.

Interest rates

To limit the interest rate risk, the Company decided to only give out and obtain loans with a fixed interest rate. For overdraft facilities the risk is limited due to the short term of these facilities.

Market price risk

The production facilities mainly produce on the basis of tolling agreements. In these agreements the purchase of material is related to the sale and the price risk is mitigated.

The Group mainly enters into back-to-back deals, which means that the market price risk is naturally hedged. In case that a trade is subject to price risk, this is hedged through adequate instruments. When instruments are required, the Company prepares a sensitivity analysis with regards to the impact of the changes

in commodity price and (if applicable) the changes in foreign currency risks. Based on this analysis an adequate non speculative hedging strategy is applied.

At 31 December 2019, the Company has a limited number of hedging instruments, which are presented under Current liabilities and accruals. These instruments are designated as FVTPL and include trade related financial and physical forward purchase and sale commitments. Fair values are primarily determined using quoted market prices or standard pricing models using observable market inputs where available and are presented to reflect the expected gross future cash in/outflows.

It is the Group's policy that transactions and activities in trade related financial instruments are netted. Note that the Company only purchases futures and options. In principle the Company does not write futures and options.

2019 EUR 1.000
Commodity related contracts
Futures
217
Total Current liabilities FVTPL 217

The total loss in the consolidated statement of income amounts to EUR 30 thousand (2018: EUR 478 thousand). All derivatives mature within the first three

months of 2020. The Company had instruments for a total of EUR 217 thousand at 31 December 2019 (2018: EUR 375 thousand).

Equity price risk

The Company invested into listed and unlisted shares of junior mining companies to secure its (future) offtake contracts. These securities are presented in Note 11 Securities. The Company is closely involved in these mining companies and monitors the progress on an on-going basis. Management is of the opinion that, by nature, the market index of junior mining companies increases when production starts.

NOTE 17. REMUNERATION OF KEY MANAGEMENT

The remuneration of key management (director and CEO) of the legal entity is as follows:

EUR 1.000 2019 2018
Short-term employee benefits 354 354
Total 354 354

CONSOLIDATED FINANCIAL STATEMENTS

NOTE 18. TRANSACTIONS WITH RELATED PARTIES

In 2019, the Company conducted various transactions with related parties.

EUR 1.000 Note 2019 2018
Shareholder <1yr 9 556 -
Related parties <1yr 9 6.955 -
Total Receivables 7.511 -
Shareholder >1yr 13 - -
Related parties <1yr 12 917 4.721
Total Liabilities 917 4.721
Net receivable (-liability) 6.594 -4.721

The related party transactions are related to minority shareholders or parties related to minority shareholders and logistic and construction activities of the projects the group is currently realizing.

The Company has 848 shares in its parent company (2018: 848 shares) that can be used in future

NOTE 19. GUARANTEES

The Company has provided several corporate guarantees to subsidiaries and related parties and in principle these are all related to trade finance.

transactions and are included in the unlisted securities (reference is made to note 11). Transactions can take place between the Group and its related parties that are part of the Monaco Resources Group. Reference is made to Note 2.

The possibility of any cash outflow with regards to these guarantees is remote.

NOTE 20. CONTINGENT ASSETS AND LIABILITIES

In the course of business, the company is involved in discussions with business partners from time to time. These discussions may include the interpretation and compliance with the terms and conditions of agreements and may also include claims made by the company, as well as against the company. At year end, no claims against the company existed - if any that were assessed to be probable, nor possible to be successful.

NOTE 21. AUDITOR'S REMUNERATION

EUR 1.000 2019 2018
Audit of the financial statements 485 485
Other audit engagements - 10
Total professional service fees 485 495

NOTE 22. LIST OF PRINCIPAL OPERATING, FINANCIAL AND INDUSTRIAL SUBSIDIARIES AND INVESTMENTS

Name Country of incorporation Ownership interest
2019
2018
Metalcorp Group S.A.
Consolidated (direct)
BAGR Non-Ferrous Group GmbH Germany 100,00% 100,00%
IMP Invest S.A. Luxembourg 100,00% 0,00%
MCG SRR B.V. The Netherlands 100,00% 100,00%
C.S. Tetrano Limited Cyprus 100,00% 0,00%
Tennant Metals Group S.à.r.l. Luxembourg 100,00% 100,00%
Orlyplein Investment B.V. The Netherlands 100,00% 100,00%
Metalcorp Services (UK) Ltd. United Kingdom 100,00% 100,00%
Steelcom Group S.à r.l. Luxembourg 100,00% 100,00%
Metalcorp Finance B.V. The Netherlands 0,00% 100,00%
Consolidated (indirect)
A&A Metals S.A. Switzerland 0,00% 100,00%
Steelcorp Industries S.à.r.l Luxembourg 100,00% 100,00%
Stockach Aluminium GmbH Germany 94,00% 94,00%
BAGR Berliner Aluminiumwerk GmbH Germany 94,00% 94,00%
Cable Recycling Industries S.L. Spain 94,00% 94,00%
Tennant Metals Trade B.V. The Netherlands 100,00% 100,00%
Norwich Sarl Luxembourg 100,00% 100,00%
NB Investments B.V. The Netherlands 100,00% 100,00%
Nikolaidis Th. Bros. S.A. Greece 70,00% 70,00%
Société des Bauxites de Guinée S.A.R.L. Republic of Guinea 73,10% 73,10%
Steelcom Austria GesmbH Austria 100,00% 100,00%
Steelcom USA LLC USA 100,00% 100,00%
Steel and Commodities S.A.M. Monaco 100,00% 100,00%
Steel and Commodities Iberica S.L. Spain 100,00% 100,00%
Steelcom Steel and Commodities GmbH Germany 100,00% 100,00%
Tennant Metals GmbH Germany 100,00% 100,00%
Tennant Metals (Pty) Ltd. Australia 100,00% 100,00%
Tennant Metals S.A.M. Monaco 100,00% 100,00%
Tennant Metals South Africa (Pty) Ltd. South Africa 100,00% 100,00%
SBG Bauxite and Alumina N.V. The Netherlands 94,00% 94,00%
TCC Coke Ltd United Kingdom 100,00% 0,00%
Riviera Marine S.A.M. Monaco 29,60% 0,00%

SIGNING OF THE FINANCIAL STATEMENTS

Luxembourg, April 27th 2020

Pascale MITRI YOUNES Director

Anouar BELLI Director

Ioannis Zaimis Chairman of the Supervisory Board

Sebastien Maurin Member of the Supervisory Board

Christina Soteriou Vice-Chairman of the Supervisory Board

METALCORP GROUP OTHER 03 INFORMATION

86 . METALCORP GROUP ANNUAL REPORT 2019

OTHER INFORMATION

INDEPENDENT AUDITOR'S REPORT

Reference is made to the independent auditor's report on page 88.

SUBSEQUENT EVENTS

The recent emergence of the novel coronavirus could lead to substantial disruptions in China, USA, Europe and the world economy, which could have an adverse impact on the demand for the commodities, products and logistics supplied by the Group. Although, the result of a large scale spreading of the virus remains uncertain in 2020, near term weakness is a reality, and it could have additional longer-term material adverse effects on world markets and thus affecting the group.

Near term confidence in stability of global demand hinges on many factors, especially the impact of the coronavirus disruption.

The Group remain focused on the strategy to sustainably growth while operating in a responsible manner across all aspects of our business. Clearly in the shorter term, the impact to the Group could be negative but remains uncertain. The Group is closely watching coronavirus developments and potential scenario impacts on global growth and markets and what adjustments, if any, are appropriate for our business planning.

APPROPRIATION OF RESULTS

The profit earned in a financial year is at the disposal of the general meeting. The Company may pay dividends only insofar as its equity exceeds the paid-in and called-up capital plus the reserves the company is required by law to maintain. Dividends are paid after adoption of the annual accounts, if the annual accounts demonstrate that dividend payments are permissible. Dividends are due and payable immediately after they are declared, unless the general meeting fixes another date in the relevant resolution. A shareholder's claim to a dividend will lapse five years after the dividend becomes due and payable. The general meeting may resolve to pay interim dividends and to pay dividends from a reserve that the Company is not required by law to maintain. The general meeting may resolve to pay dividends in kind. The shares held by the Company in its own capital are to be disregarded in the calculation of the amount of dividend to be paid on shares.

In accordance with the conditions of the bonds (see Note 14 to the consolidated financial statements) the dividend is limited to 50%.

APPROPRIATION OF RESULT FOR THE FINANCIAL YEAR 2018

The Company-only annual report of 2018 was approved in the General Meeting of Shareholders. The General Meeting of Shareholders has determined that the appropriation of result in accordance with the proposal being made to add the result of 2018 to the Other Reserves.

PROPOSED APPROPRIATION OF RESULT FOR THE FINANCIAL YEAR 2019

The Board of Directors proposes to transfer the result over the financial year 2019 to the other reserves. The financial statements do not yet reflect this proposal.

METALCORP GROUP REPORT OF THE RÉVISEUR D'ENTREPRISES AGRÉÉ 04

88 . METALCORP GROUP ANNUAL REPORT 2019

REPORT OF THE RÉVISEUR D'ENTREPRISES AGRÉÉ

To the Shareholders of Metalcorp Group S.A. 8, rue Dicks L-1417 Luxembourg

Report on the Audit of the Consolidated Financial Statements

OPINION

We have audited the consolidated financial statements of Metalcorp Group S.A. and its subsidiaries (the "Group"), which comprise the consolidated statement of financial position as at 31 December 2019, and the consolidated statement of profit or loss, consolidated statement of other comprehensive income, consolidated statement of cash flows and consolidated statement of changes in equity for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2019, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union.

BASIS OF OUR 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 No 537/2014, the Law of 23 July 2016 and ISAs are further described in the "Responsibilities of "Réviseur d'Entreprises Agréé" for the Audit of the Consolidated Financial Statements" section of our report. We are also independent of the Group in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants ("IESBA Code") as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the consolidated financial statements, 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.

KEY AUDIT MATTERS

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

IMPAIRMENT OF MINERAL RIGHTS, GOODWILL AND OTHER INTANGIBLE ASSETS

Key Audit Matter Description

The Group has disclosed assets assumed to be mineral rights under property plant and equipment. Furthermore the group reported intangible assets. The corresponding goodwills, Offtake contracts and mineral rights are subject to the future performances of the companies, industries, commodity prices, projects as well as foreign exchange rates. This requires management to closely monitor the carrying values.

How the Key Audit Matter Was Addressed in the Audit

Our audit procedures related to the impairment of mineral rights, goodwill and other intangible assets included the following, among others:

  • We reviewed management's assessment of the indicators of any impairment and challenged significant underlying assumptions.
  • We assessed the appropriateness of management's recoverable value models, which included the inherent model inputs and significant assumptions.
  • We challenged the significant inputs and assumptions used in impairment testing for intangible assets.
  • We also assessed the adequacy and completeness of impairment related disclosures in the financial statements, including the key assumptions used as well as the sensitivity.

APPLICATION OF NEW IFRS

Key Audit Matter Description

The Group has to comply with new mandatory IFRS in 2019, which could have a major impact to its actual and retroactive figures

How the Key Audit Matter Was Addressed in the Audit

  • Our audit procedures related to the new mandatory IFRS included the following, among others:
  • We perform procedures check the adequacy and completeness of the application of the new standards.
  • We perform audit procedures on the disclosures. The calculation, correct application and presentation according to IFRS 16.

OTHER INFORMATION

The Management Board is responsible for the other information. The other information comprises the information management report and the Corporate Governance Statement but does not include the consolidated financial statements and our report of the "Réviseur d'Entreprises Agréé" thereon.

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

In connection with our audit ofthe consolidated financial statements, ourresponsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements 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 MANAGEMENT BOARD AND THOSE CHARGED WITH GOVERNANCE FOR THE CONSOLIDATED FINANCIAL STATEMENTS

The Management Board is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRSs as adopted by the European Union, and for such internal control as the Management Board determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Management Board is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management Board either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group's financial reporting process.

RESPONSIBILITIES OF THE "RÉVISEUR D'ENTREPRISES AGRÉÉ" FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS

The objectives of our audit are to obtain reasonable assurance about whether the consolidated financial statements 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 consolidated financial statements.

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 skepticism throughout the audit. We also:

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

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

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

• Conclude on the appropriateness of Management Board's 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 on the Group'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 consolidated financial statements 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 Group to cease to continue as a going concern.

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

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities and business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

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, related safeguards.

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

We have been appointed as "Réviseur d'Entreprises Agréé" by the General Meeting of the Shareholders and the duration of our uninterrupted engagement, including previous renewals and reappointments, is 1 year.

The consolidated management report is consistent with the consolidated financial statements and has been prepared in accordance with applicable legal requirements.

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

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

We confirm that the prohibited non-audit services referred to in the EU Regulation No 537/2014 were not provided and that we remained independent of the Group in conducting the audit.

Audit Central S.à r.l.

Helmut Havenith Réviseur d'entreprises agréé

Bertrange, 27 April 2020

Audit Central S.à r.l. Cabinet de révision agréé 10b, rue des Mérovingiens L-8070 Bertrange Luxembourg

METALCORP GROUP ANNUAL REPORT 2019 . 93

HEADQUARTERS

METALCORP GROUP S.A. 8, rue DICKS L-1417 Luxembourg-ville LUXEMBOURG www.metalcorpgroup.com

+ 352 27 99 01 45 52 [email protected]

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