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TAR - Postponement of Annual Results Publication through June 30th, 2025 - Appointment of an Independent Expert in connection to the simplified tender offer

Company: AgroGeneration Date: 2025-04-03 Language: English Register to download
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#### **Postponement of Annual Results Publication through June 30 th, 2025**

# **Appointment of an Independent Expert in connection to the simplified tender offer**

Paris, April 3 rd, 2025

# **2024 YEAR-END RESULTS DISCLOSURE**

AgroGeneration provides an update on the progress of closing its 2024 year-end financial results, the ongoing audit process, and the expected timeline for disclosure.

The team responsible for consolidating financial statements across the Group's subsidiaries, along with the auditors reviewing the accounts of its Ukrainian entities, continue to face significant challenges due to Russia's ongoing military invasion of Ukraine, which began in February 2022. The persistent conflict makes it impossible to safely access sites and supporting documentation, as the Group's operations are primarily located in frontline areas, particularly in the Kharkiv region. The security situation remains critical, with frequent missile and artillery strikes. In 2024, the region faced an average of six air alerts per day, each lasting up to eleven hours. The situation further deteriorated in January–March 2025, with daily alert durations averaging up to twelve hours per day (*see table below for details*).

### *Statistics of Air Alerts in the Kharkiv Region of Ukraine*

|                                                        | Whole War Period<br>(24.02.2022 –<br>29.03.2025) | 2023    | 2024    | Period from<br>(01.01.2025-<br>29.03.2025) |
|--------------------------------------------------------|--------------------------------------------------|---------|---------|--------------------------------------------|
| Number of days                                         | 1,129                                            | 364     | 365     | 87                                         |
|                                                        | Kharkiv                                          | Kharkiv | Kharkiv | Kharkiv                                    |
| Number of air alerts                                   | 5,795                                            | 1,657   | 2,122   | 462                                        |
| Average number of alerts per day                       | 5                                                | 5       | 6       | 5                                          |
| Total duration of the air alerts, hours                | 7,627                                            | 1,307   | 3,959   | 1,026                                      |
| Average duration of air alerts, hours/day              | 6.8                                              | 3.6     | 10.8    | 11.8                                       |
| Number of explosions reported                          | 1,583                                            | 381     | 682     | 131                                        |
| Average number of explosions per day                   | 1                                                | 1       | 2       | 2                                          |
| Number of threats of artillery attacks                 | 8,600                                            | 2,283   | 5,743   | 449                                        |
| Average number of threats of artillery attacks per day | 8                                                | 6       | 16      | 5                                          |

*Source:<https://air-alarms.in.ua/en>*

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Due to these ongoing force majeure circumstances, AgroGeneration will not be able to publish its 2024 year-end financial statements within the legally mandated deadline of April 30, 2025. However, the Company is making every effort to finalize and disclose its financial results by the end of June 2025, with a maximum delay of two months. Consequently, the convening of the General Shareholders' Meeting to review and approve the financial statements will also be postponed.

Furthermore, due to the ongoing challenges posed by the war, the Group's auditors remain unable to express an opinion on the financial accounts of its Ukrainian subsidiaries. Given that the majority of the Group's operations and assets are situated in frontline areas of Ukraine and considering the continued hostilities, the auditors will not be in a position to certify the consolidated and annual accounts as of December 31, 2024.

# **APPOINTMENT OF THE INDEPENDENT EXPERT**

AgroGeneration announces the appointment of the firm Sorgem Evaluation as the independent expert tasked with preparing a report on the financial conditions of the simplified public tender offer to be filed by Novaagro Ukraine LLC, the new major owner of the company. The filing of the offer project, which is mandatory due to Novaagro Ukraine LLC crossed the 50% threshold in capital and voting rights on October 30, 2024, is currently expected to take place in the coming months, within the period set by the AMF's decision issued in December 2024, thus no later than the end of June 2025.

This announcement follows the press releases made by the Company on October 30, 2024, and December 20, 2024, regarding the acquisition of a majority block of shares in the Company by Novaagro Ukraine LLC and the mandatory public offer project.

The Board of Directors of AgroGeneration at its meeting on March 20, 2025, in accordance with Article 261-1 of the AMF General Regulation and upon the prior approval of the AMF (in accordance with Article 261-1-1 of the AMF General Regulation, and since the target company, AgroGeneration, is unable to establish the ad hoc committee), appointed Sorgem Evaluation, located at 11, rue Leroux – 75116 Paris, represented by Mr. Maurice Nussenbaum, as the independent expert.

The independent expert will, in particular, be tasked, in accordance with Articles 262-1 and following of the AMF General Regulation, with preparing a report on the financial conditions of the simplified offer project (OPAS) with the conclusion presented in the form of a fairness opinion.

The Board of Directors will meet again, after reviewing the independent expert's report, to issue a fairness opinion on the simplified offer project (OPAS) and its consequences for the Company, its shareholders and its employees. This fairness opinion, together with the independent expert's report, will be made public as part of the draft *note en réponse* to be filed with the AMF, and will be the subject of a press release by the Company.

### *About AGROGENERATION*

*Founded in 2007, AgroGeneration is a large-scale producer of grain and oilseed. The company's core business is grains and oil commodity crop farming, operating near 30,000 hectares of high quality agricultural lands in the East of Ukraine.*

*All information on AgroGeneration's website : [www.AgroGeneration.com](http://www.agrogeneration.com/)*

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#### **AgroGeneration**

+33 1 55 27 38 40 [investisseurs@AgroGeneration.com](mailto:investisseurs@agrogeneration.com) [www.AgroGeneration.com](http://www.agrogeneration.com/)

**Actus Finance** Anne-Pauline Petureaux, Investor Relations +33 (0)1 53 67 36 72

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