Kernel Holding S.A. — M&A Activity 2026

Apr 1, 2026

KERNEL

Current report no. 08/2026

dated 1 April 2026

EXECUTION OF SHARE PURCHASE AGREEMENT FOR THE ACQUISITION OF FARMING ASSETS

With reference to Current Report No. 07/2026 dated 01 April 2026, the Board of Directors of Kernel Holding S.A. (the "Company") informs that on 01 April 2026, the Company executed a Share Purchase Agreement (the "SPA") to acquire 100% of the shares of Enselco Holding Limited ("Enselco"), a company ultimately controlled by Mr. Andrii Verevskyi, Chairman of the Board of Directors of the Company.

Under the terms of the SPA, the Company will acquire Enselco, which currently operates a consolidated agricultural business of 190 thousand hectares of leasehold agricultural land, a proprietary network of grain silos, agricultural machinery and equipment, and a fleet of grain railcars, among other assets. The transaction perimeter includes the farming assets previously divested by the Company in 2022–2023 for USD 210 million (see Current Report No. 23/2022 dated 22 April 2022), as well as additional assets acquired and integrated by Enselco since that time comprising 56 thousand hectares of leasehold land, a network of grain silos, grain railcars, agricultural machinery and equipment, and respective working capital.

The total consideration for the transaction is USD 348 million, reflecting a 5% discount (USD 18 million) to the independent fair market equity valuation of USD 366 million prepared by a reputable international valuation expert at the Company's request and under the oversight of its independent Directors. The acquisition price was determined by the non-conflicted Directors of the Company and accepted by the seller, Mr. Andrii Verevskyi. The Board applied the discount to ensure that the transaction provides a clear economic benefit to the Company relative to the independently assessed fair value.

The Consideration will be paid in two installments: USD 300 million will be paid by the Company immediately after signing the SPA, and the balance will be paid by 30 June 2026.

The transaction will secure the Company's primary production supply chain and support the Group's grain export and oilseed processing value chains.

Mr. Andrii Verevskyi abstained from voting on the Board resolutions approving the transaction.

Legal grounds: Art. 17 of REGULATION (EU) No 596/2014 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.

Signatures of individuals authorized to represent the Company:

Yuriy Kovalchuk

Sergiy Volkov