Medacta Group SA — Annual Report 2021

Jul 7, 2022

Metalcorp Group S.A.

Société anonyme

Financial Statements

for the year ended December 31, 2021

8, rue Dicks L-1417 Luxembourg

R.C.S. Luxembourg B 229 218

Table of Contents

Independent Auditor's Report
Management Report
Balance sheet
Profit and loss account
Notes to the financial statements

Independent Auditor's Report

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

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Metalcorp Group S.A. (the "Company") which comprise the balance sheet as at 31 December 2021, and the profit and loss account for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at 31 December 2021, and its financial performance for the year then ended in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the financial statements.

Basis for Opinion

We conducted our audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 on the audit profession ("Law of 23 July 2016") and with International Standards on Auditing ("ISAs") as adopted for Luxembourg by the "Commission de Surveillance du Secteur Financier" ("CSSF"). Our responsibilities under the EU regulation № 537/2014, the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the « Responsibilities of "Réviseur d'Entreprises Agrée" for the Audit of the Financial Statements » section of our report. We are also independent of the Company in accordance with the International Code of Ethics for Professional Accountants, including International Independence Standards, issued by the International Ethics Standards Board for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the 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 financial statements of the current period. These matters were addressed in the context of the audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

PKF Audit & Conseil Sàrl Cabinet de révision agréé - RC B222994 37, rue d'Anvers L-1130 Luxembourg +352 28 80 12

PKF Audit & Conseil is a member firm of the PKF International Limited family of legally independent firms and does not accept any responsibility or liability for the actions or inactions of any individual member or correspondent firm or firms.

PKF Audit & Conseil

Valuation of Shares in Affiliated Undertakings, Other Loans, Amounts Owed by Affiliated Undertakings and Amounts owed by Undertakings with which the Undertaking is linked by virtue of Participating Interests

We refer to the accounting policies disclosed in Notes 2.2.4 and 2.2.5 in the financial statements. The shares in affiliated undertakings and other loans to affiliated undertakings amount to EUR 168 million and EUR 7.4 million, respectively, representing 34% of the Company's total assets on 31 December 2021. The amounts owed by affiliated undertakings and amounts owed by undertakings with which the undertaking is linked by virtue of participating interests amount to EUR 115 million and EUR 136 million, respectively, representing 48% of the Company's assets on 31 December 2021.

Value adjustments on shares in affiliated undertakings, other loans, amounts owed by affiliated undertakings and amounts owed by undertakings with which the undertaking is linked by virtue of participating interests are recorded in the case of a durable depreciation so that they are valued at the lower of cost and recovery values. The measurement of necessary value adjustments requires significant judgment applied by the management in assessing the recovery value of the financial assets and the durable nature of any applicable impairment.

We performed audit procedures to identify if triggers of impairment exist in relation of the shares in affiliated undertakings and amounts owed by affiliated undertakings by gathering and inspecting the following information:

• last audited and unaudited financial information from the affiliated undertakings;
• · impairment tests on significant affiliated undertakings;
• · subsequent events review at group level including developments for all significant affiliated undertakings.

Based on the above information, we verified whether the judgments and decisions made by the management in making the accounting estimates included in the financial statements were appropriate and reasonable.

Other Information

The Board of Directors is responsible for the other information comprises the information stated in the annual report including the management report and the Governance Statement but does not include the financial statements and our report of the "réviseur d'entreprises agréé" thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the 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 Board of Directors and Those Charged with Governance for the Financial Statements

The Board of Directors is responsible for the preparation of the financial statements in accordance with Luxembourg legal and requlatory requirements relating to the preparation and presentation of the financial statements, and for such internal control as the Board of Directors determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

PKF Audit & Conseil

In preparing the financial statements, the Board of Directors is responsible for assessing the Company'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 Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

The Management Board is responsible for presenting the financial statements in compliance with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format ("ESEF Regulation").

Responsibilities of the "réviseur d'entreprises agréé" for the Financial Statements

The objectives of our audit are to obtain reasonable assurance about whether the 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 Nº 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 financial statements.

As part of an audit in accordance with the EU Regulation Nº 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the 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 Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
• Conclude on the appropriateness of Board of Directors' use of the going concern basis of acounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report of the "réviseur d'intreprises agrée" to the related disclosures in the 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 Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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.

PKF Audit & Conseil

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 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 reappointed as "réviseur d'entreprises agréé" by the General Meeting of the Shareholders on 25 April 2021 and the duration of our uninterrupted engagement, including previous renewals and reappointments, is 2 years.

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

The Corporate Governance Statement is included in the 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 financial statements of undertakings, as amended, is consistent with the 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 those charged with governance.

We confirm that the prohibited non-audit services referred to in the EU Regulation N° 537/2014 were not provided and that we remained independent of the Company in conducting the audit.

We have checked the compliance of the financial statements of the Company as at 31 December 2021 with relevant statutory requirements set out in the ESEF Regulation that are applicable to financial statements.

For the Company it relates to:

• Financial statements prepared in valid XHTML format.

In our opinion, the financial statements of Metalcorp Group S.A. as at 31 December 2021, identified as "Metalcorp Group S.A. 2021 Statutory accounts", have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation.

Our audit report only refers to the financial statements of Metalcorp Group S.A. as at 31 December 2021, identified as "Metalcorp Group S.A. 2021 Statutory accounts", prepared and presented in accordance with the requirements laid down in the ESEF Regulation, which is the only authoritative version.

Luxembourg, 27 April 2022

PKF Audit & Conseil Sàrl Cabinet de révision agréé

Jean Medernach

MANAGEMENT REPORT FOR THE FINANCIAL YEAR ENDING ON

December 31, 2021

To the sole shareholder of Metalcorp Group S.A. ("the Company"):

As "Metalcorp Group", having its registered office at 8 Rue Dicks, L-1417 Luxembourg.

In accordance with our duties as Directors of Metalcorp Group S.A. we hereby submit the balance sheet as of December 31, 2021 and the related statement of profit or loss for the year then ended (the "Period").

During the year under review, the balance sheet amounts to EUR 518 million and the result of the year shows a loss of EUR 1.5 million which the Board of Directors proposes to allocate as follows:

Results brought forward:	EUR (11,314,365)
Results of the Period	EUR (1,528,514)
Results to be carried forward	EUR (12,842,879)

Metalcorp Group S.A., a Luxembourg based company, presents its audited annual financial report together withthe annual accounts for the twelve-month period ending December 31, 2021.

The share capital of the Company as at December 31, 2021 is EUR 70,000,000.

Overview of the Group

The Company is part of a group of companies (collectively, the "Group") ultimately owned by its shareholder. The Group is an international and diversified metals and minerals group with production facilities and mining assets in Europe and Africa. The Group markets metals, minerals and ores derived from its own production facilities as well as from long-term offtake partners through a well-established distribution network. The Group's core business spans the sourcing, production, processing and marketing of metals and raw materials. Metalcorp Group is organised across three divisions: Aluminium, Metals & Concentrates and Bulk & Ferrous. The Company lends to various entities within the Group to finance their operations. The Company is largely financed via bonds issued on European stock markets.

Important events in 2021 and future developments

During the reporting period, the Company successfully completed the offering of its new secured 8.5% bond 2021/2026 (ISIN: DE000A3KRAP3) with a volume of EUR 250 million. The new bond 2021/2026 is listed on the Open Market of the Frankfurt Stock Exchange. No significant repayment was due in 2021.

Review and development of the Company's business and financial position

Net turnover and other operating income for the period amounted to EUR 23.4 million, compared with income of EUR 4.9 million for the same period in 2020. Since its incorporation, the Company has granted various loans to operating companies within the Group. Interest income in the period in relation to these loans amounted to EUR 9.6 million, compared to EUR 4.1 million for the same period in 2020. The Company made a net loss of EUR 1.53 million during the year compared to a loss of EUR 18.42 million in 2020.

In March 2021, the Company tapped its existing bond (ISIN DE000A19MDV0) by an amount of EUR 20 million. In June 2021, the Company issued EUR 250 million of 8.5% 5-year bonds maturing June 2026, part of which included an exchange offer to its existing bondholders.

On December 21, 2021, the sole shareholder Lunala Investments S.A. made a capital contribution of EUR 5,000,000.

Uncertain market conditions continue to prevail, but as has been demonstrated during the first half of financial year 2021, as well as during previous economic and market dislocations, Metalcorp Group is a highly resilient company that is providing goods and services that are reliable and vital for global markets. Those goods and services were dominant in our revenues and profits in this reporting period, and we are confident that this will continue to be the case in 2022.

Principal risks and uncertainties

The presentation of consolidated financial statements requires the management to make estimations and assumptions which affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at 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:

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 and loan activities are dependent on availability of financing from external parties. The Group has significant uncommitted trade finance lines with major banks. The facilities are uncommitted by nature and, therefore, no guarantee can be given that trades presented to bank by underlying Group companies will be funded. However, all presented deals thus far are financed by banks. The Company successfully issued EUR 250 million new bonds during the year.

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. The military conflict in Ukraine since February 2022 is clearly leaving its mark on the global economy. The European Union and its partners have imposed numerous sanctions against Russia - further sanctions cannot be ruled out at present. Furthermore, risks are to be expected, especially in connection with supply chains of the Company's subsidiaries, with a view to sales markets or against the background of existing risks from cyberattacks.

Employees

The Company had an average of 3.72 employees during the financial year.

Research and development

The Company does not undertake any research or development activities.

Corporate Governance

Strong corporate governance is an integral part of the Group's core values, supporting the Group's vision of moving towards a sustainable future.

The executive committee of the Group is composed of a team that works with the senior leaders across the Group to evaluate the importance of the core values throughout the Group by promoting and fostering a corporate culture of the highest ethical standards, internal controls, and legal compliance.

In compliance with Luxembourg Company Law, this Corporate Governance Statement is attached and constitutes an integral part of this report.

Capital structure of the Company

The Company is entirely held by Lunala Investments S.A., a Luxembourg holding company.

Governance Structure / Powers of the Board

The Company complies with the regulation (EU) No 537/2014 of 16 April 2014, and as such the management board (the "Board") can perform the equivalent functions to the functions assigned to the audit committee.

This report details how the Board has met its responsibilities under the corporate governance of the Luxembourg stock exchange for the year ended 31 December 2021.

The Board focused particularly on the appropriateness of the Company's financial statements. The Board confirms that the 2021 Annual Report 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 Company's 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 reviews the effectiveness of the external audit process as part of the continuous improvement of financial reporting and risk management across the Group.

As at 31st December 2021, the Board is formed by three members, providing an appropriate and experienced blend of commercial, financial, legal and industry experience to enable it to fulfil its duties. The Board is formed of:

• Mrs. Pascale Mitri Younes

• Mr. Anouar Belli

The Board operates a decentralized management structure throughout the Group in order that day-to-day decision-making is made more efficient. Each of the strategic business units of the Group has its own management team, composed of financial and operational individuals.

The Board is responsible for conducting and managing the business affairs of the Company in accordance with Luxembourg laws and the Articles of Association. The Board is convened as often as required in the Company's interest.

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:

• Financial Reporting; i.
• ii. The External Audit process; ii
• iil. Risk Management and Internal controls =

Meetings

The Board met three times during the year ended 31 December 2021. The Chairwoman of the Board also met the external auditor.

Committee Funluntion

Any recommendations raised are acted upon in a formal and structured manner. No issues were Identified for the year ended 31 December 2021.

Specific Powers of the Directors / the Board

Financial Reporting Process:

The Board is responsible for monitoring the integrity of the Group's financial statements and reviewing the financial reporting. The financial statements are prepared by a finance team with the appropriate qualifications and expertise. The Board confirms that the annual reports, taken as a whole, is falr, 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. action, whenever required, consistent with the risk/reward approach set by the Board.

Important events since the balance sheet date

There were no significant events to report since the balance sheet date.

Impact on business operations from Russia-Ukraine war

The Management conducted an analysis of the Impact of the geopolitical and economic situation, caused by Russia's aggression on Ukraine, on the Company's operations and at the time of signing the financial statements, the Management does not see any material risk to the continuation of operations in the next 12 months.

Statement in respect to the annual accounts

To the best of our knowledge, the Metalcorp Group S.A. 2021 audited financial statements, prepared in accordance with Luxembourg GAAP accounting standards, give a true and fair view of the assets, liabilities, financial position and profit and loss of Metalcorp Group S.A and the management report includes a fair review of the development and performance of the business and the position of Metalcorp Group S.A., together with a description ofthe principal risks and uncertainties that the Company faces.

We recommend that you:

• 1. Approve the annual accounts as of December 31, 2021 as presented to you.
• 1. Grant discharge to the Directors and the Auditor of the exercise of their mandate through December 31, 2021.
• 1. Allocate the profit to the next financial year.

Luxembourg, April 27, 2022

On behalf of the Board of Directors

Anouar BELU Pascale MITRI/ OUNES Member A and Chairwoman Member B

Metalcorp Group S.A. SOCIETE ANONYME Profit and loss account for the year ended December 31, 2021

	Notes	2021	2020
ASSETTS
B. Formation expenses	3	4 099 245,48	2 751 444,09
C. Fixed assets		218 786 461,79	183 463 671,53
I. Intangible assets 1. Costs of development	4	587 527,06 587 527,06	111 379,20 0,00
2. Concessions, patents, licences, trademarks and similar rights and assets, if they were		0,00	111 379,20
a) acquired for valuable consideration and need not be shown under C.1.3		0,00	111 379,20
II. Tangible assets	5	0,00	2 680,63
3. Other fixtures and fittings, tools and equipment		0,00	2 680,63
III. Financial assets	б	218 198 934,73	183 349 611,70
1. Shares in affiliated undertakings		168 083 074,11	168 083 073,24
5. Investments held as fixed assets		42 722 000,00	0,00
6. Other loans		7 393 860,62	15 266 538,46 169 527 056,53
C. Currents assets	7	295 107 412,72 254 294 414,49	169 495 971,45
II. Debtors 1. Trade debtors		506 744,44	0,00
a} becoming due and payable within one year		506 744,44	0,00
2. Amounts owed by affiliated undertakings		115 298 777,86	168 102 890,69
a) becoming due and payable within one year		11 095 928,00	15 106 212,27
b) becoming due and payable after more than one year		104 202 849,86	152 996 678,42
3. Amounts owed by undertakings which the undertaking		135 919 661,31	0,00
is linked by virtue of participating interest
a) becoming due and payable within one year		8 067 168,84	0,00
b) becoming due and payable after more than one year		127 852 492,47	0,00
4. Other debtors		2 569 230,88	1 393 080,76
a) becoming due and payable within one year		2 569 230,88 40 812 998,23	1 393 080,76 31 085,08
IV. Cash at bank and in hand E. Prepayments		(86 019,01)	11 578,97
TOTAL ASSETS		517 907 100,98	355 753 751,12
CAPITAL, RESERVES AND LIABILITIES
A. Capital and reserves	8;10	84 735 097,86	81 263 656,42
l. Subscribed capital		70 000 000,00	70 000 000,00
II. Share Premium		14 627 869,00	9 627 869,00
IV. Reserves		12 950 107,66	12 612 457,77
1. Legal reserve		373 902,15	36 252,26
4. Other reserves, including the fair value reserve		12 576 205,51	12 576 205,51 12 576 205,51
b) other non available reserves		12 576 205,51 (11 314 365,19)	7 441 790,73
V. Profit or loss brought forward VI. Profit or loss for the financial year		(1 528 513,63)	(18 418 461,08)
B. Provisions		120 000	0,00
3. Other provisions		120 000	0,00
C. Creditors	11	433 052 003,12	274 490 094,70
1. Debenture loans		382 041 919,86	192 411 510,66
b) Non- convertible loans		382 041 919,86	192 411 510,66
l. becoming due and payable within one year		12 310 919,86	2 411 510,66
II. becoming due and payable after more than one year		369 731 000,00	190 000 000,00
2. Amounts owed to credit institutions		0,00	1 648 526,03
a} becoming due and payable within one year		0,00	1 648 526,03
4. Trade creditors		735 668,54	1 264 871,53
a) becoming due and payable within one year		735 668,54	1 264 871,53
6. Amounts owed to affiliated undertakings		11 934 973,57	46 589 133,54
a) becoming due and payable within one year		4 362 548,00	4 716 164,78
b) becoming due and payable after more than one year		7 572 425,67	41 872 968,76
7. Amounts owed to undertakings with which the undertaking		36 061 997,28	0,00
is linked by virtue of participating interests b) becoming due and payable after more than one year		36 061 997,28	0,00
8. Other creditors		2 277 443,87	32 576 052,94
a) Tax authorities		1 969 187,84	794 264,10
b) Social security authorities		6 364,16	45 864,72
c) other creditors		301 891,87	31 735 924,12
I. becoming due and payable within one year		147 891,87	101 664,01
II. becoming due and payable after more than one year		154 000,00	31 634 260,11
TOTAL CAPITAL, RESERVES AND LIABILITIES		517 907 100,98	355 753 751,12

Metalcorp Group S.A. SOCIETE ANONYME Profit and loss account for the year ended December 31, 2021

PROFIT AND LOSS ACCOUNT		2021	2020
1. Net turnover	13	23 426 403,05	3 096 000,00
4. Other operating income		0,00	1 776 839,30
5. Raw materials and consumables and other external expenses a) Raw materials and consumables b) Other external expenses	14	(7 014 000,89) (6 797,73) (7 007 203,16)	(5 121 657,47) (17 817,59) (5 103 839,88)
6. Staff costs a) Wages and salaries b) Social security costs i) relating to pensions ii) other social security costs		(290 751,23) (258 398,73) (32 352,50) (21 330,75) (11 021,75)	(326 151,83) (286 541,77) (39 610,06) (24 523,30) (15 086,76)
7. Value adjustments a) in respect of formation expenses and of tangible and intangible fixed assets b) in respect of current assets	16	(3 920 762,91) (3 773 708,22) (147 054,69)	(3 398 168,95) (1 645 413,48) (1 752 755,47)
8. Other operating expenses		(1 332,80)	(5 432,00)
11. Other interest receivable and similar income a) derived from affiliated undertakings b) other interest and similar income	17	13 843 877,05 9 627 190,55 4 216 686,50	4 618 267,68 4 137 996,90 480 270,78
13. Value adjustments in respect of financial assets and of investments held as current assets		0,00	(3 907 699,00)
14. Interest payable and similar expenses a) concerning affiliated undertakings b) other interest and similar expenses	18	(27 569 950,90) (3 710 264,72) (23 859 686,18)	(17 373 376,63) (1 211 831,01) (16 161 545,62)
15. Tax on profit or loss		7 635,00	2 222 917,82
16. Profit or loss after taxation		(1 518 883,63)	(18 418 461,08)
17. Other taxes not shown under items 1 to 16		(9 630,00)	0.00
18. Profit or loss for the financial year		(1 528 513,63)	(18 418 461,08)

The accompanying notes form an integral part of these financial statements.

GENERAL INFORMATION 1.

Metalcorp Group B.V. used to be a limited liability company incorporated on April 14, 2003 under the laws of the Netherlands, having its statutory seat in Amsterdam. On October 31, 2018, an Extraordinary General Meeting was held and the Sole Shareholder of Metalcorp Group B.V. resolved to transfer the registered office and the place of central management of the company from the Netherlands to the Grand Duchy of Luxembourg, effective as of November 1st, 2018, and to change its name to Metalcorp Group S.A..

Metalcorp Group S.A. (hereafter the 'Company') is organised under the laws of Luxembourg as a public limited liability company (Société Anonyme), registered under the company number B229218 for an unlimited period.

The registered office of the Company is established in Luxembourg City.

The Company's financial year starts on January 1st and ends on December 31 of each year.

The main activity of the Company is (i) the acquisition, holding, management and disposal, in any form, by any means, whether directly, of participations, rights and interests in, and obligations of, Luxembourg and foreign companies, (ii) the acquisition by purchase, subscription, or in any other manner, as well as the transfer by sale, exchange or in any other manner of stock, partnership interests, bonds, debentures, notes and other securities or financial instruments of any kind (including notes or parts or units issued by Luxembourg or foreign mutual funds or similar undertakings) and receivables, claims or other credit facilities and agreements or contracts relating thereto, (iii) the ownership, administration, development and management of a portfolio of assets (including, among other things, the assets referred to in (i) above), (iv) the rendering of administrative, technical, financial, economic or managerial services to other companies, persons and enterprises and (iv) the acquisition, disposal of, management and commercialization of moveable property and other goods, including patents, trademark rights, licences, permits and other industrial property rights, the foregoing whether or not in collaboration with third parties and inclusive of the performance and promotion of all activities which directly and indirectly relate to those objects, all this in the broadest sense of the words.

The Company may borrow in any form. It may enter into any loan agreement and it may issue notes, bonds, debentures, certificates, shares, beneficiary parts, warrants and any kind of debt or equity securities including under one or more issuance programmes. The Company may lend funds including the proceeds of any borrowings and/or issues of securities to its subsidiaries, affiliated companies or any other company.

The Company may enter into, execute and deliver and perform any swaps, futures, forwards, derivatives, options, repurchase, stock lending and similar transactions. The Company may generally use any techniques and instruments relating to investments and for the purpose of their efficient management including, but not limited to, techniques and instruments designed to protect it against credit, currency exchange interest rates risks and other risks.

The Company may carry out any commercial, industrial and financial operations, which are directly connected with its purpose or which may favour its development. In addition, the Company may acquire and sell real estate properties, for its own account, either in the Grand Duchy of Luxembourg or abroad and it may carry out all operations relating to real estate properties.

In general, the Company may take any controlling and supervisory measures and carry out any operation or transaction which it considers necessary or useful in the accomplishment and development of its purpose.

The Company also prepares consolidated financial statements under IFRS (International Reporting Standards) as adopted by the European Union, which are published according to the provisions of the Luxembourg law. These consolidated accounts are available at the registered office of the Company.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 2.

2.1. Basis of preparation

The financial statements have been prepared in accordance with Luxembourg legal and regulatory requirements under the historical cost convention.

Accounting policies and valuation rules are, besides the ones laid down by the Law of August 23, 2016, determined and applied by the Management Board.

The preparation of annual accounts requires the use of certain critical accounting estimates. It also requires the Management Board to exercise its judgement in the process of applying the accounting policies. Changes in assumptions may have a significant impact on the annual accounts in the period in which the assumptions changed. Management believes that the underlying assumptions are appropriate and that the annual accounts therefore present the financial position and results fairly.

The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities in the next financial year. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances

The financial statements are prepared in accordance with the going concern principle and are presented in Euro (EUR).

2.2. Significant accounting policies

The main valuation rules applied by the Company are the following:

2.2.1. Formation expenses

Formation costs and business development expenses are directly charged to the profit and loss account as they arise.

Financing costs are capitalised and amortised on a straight-line basis over the life of the bonds (up to 5 years).

2.2.2. Intangible assets

Intangible assets are valued at purchase price including the expenses incidental thereto, less cumulated depreciation amounts written off and value adjustments. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.

The depreciation rates and methods applied are as follows:

	Depreciation rate	Depreciation method
Concessions, patents, licenses, trademarks and similar rights and assets	20%	Linear

2.2.3. Tangible assets

Tangible assets are valued at purchase price including the expenses incidental thereto. Tangible assets are depreciated over their estimated useful economic lives.

The depreciation rates and methods applied are as follows:

	Depreciation rate	Depreciation method
Other fixtures and fittings, tools and equipment	33%	unear

Where the Company considers that a tangible fixed asset has suffered a durable depreciation in value, an additional write-down is recorded to reflect this loss. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.

224. Financial assets

Shares in affiliated undertakings / other loans are valued at purchase price / nominal value including the expenses incidental thereto.

In the case of durable depreciation in value according to the Management Board, value adjustments are made in respect of fixed assets, so that they are valued at the lower of purchase price including expenses incidental thereto and market or recovery value. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.

2.2.5. Debtors

Debtors are valued at their nominal value. They are subject to value adjustments where their recovery is compromised. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.

Foreign currency translation 2.2.6.

The Company maintains its books and records in Euro (EUR).

Transactions expressed in currencies other than EUR are translated into EUR at the exchange rate effective at the time of the transaction.

Long-term assets, formation expenses and long-term liabilities expressed in currencies other than EUR are translated into EUR at the exchange rate effective at the time of the transaction. At the balance sheet date, these assets and liabilities remain translated at historical exchange rates.

Cash at bank is translated at the exchange rate effective at the balance sheet date. Exchange rate losses and gains are recorded in the profit and loss account of the year.

Other assets and liabilities are translated separately respectively at the lower or at the higher of the value converted at the historical exchange rate or the value determined on the basis of the exchange rates effective at the balance sheet date. The unrealised exchange losses are recorded in the profit and the loss account. The exchange gains are recorded in the profit and loss account at the moment of their realisation.

Where there is an economic link between an asset and a liability, these are valued in total according to the method described above and the net unrealised losses are recorded in the profit and loss account and the net unrealised exchange gains are not recognised.

7.7.7. Prepayments

This asset item includes expenditures incurred during the financial year but relating to a subsequent financial year.

2.2.8. Provisions

Provisions are intended to cover losses or debts, the nature of which is clearly defined and which, at the date of the balance sheet, are either likely to be incurred or certain to be incurred but uncertain as to their amount or the date on which they will arise.

Provisions may also be created to cover charges which originate in the financial year under review or in a previous financial year, the nature of which is clearly defined and which at the balance sheet are either likely to be incurred or certain to be incurred but uncertain as to their amount or the date on which they will arise.

Provision for taxation

Provision for taxation corresponding to the tax liability estimated by the Company for the financial years for which the tax return has not yet been filed are recorded under the caption 'Tax authorities'. The advance payments are shown in the assets of the balance sheet under the 'Other debtors' item.

2.2.9. Creditors

Creditors are recorded at their reimbursement value. Where the amount repayable on account is greater than the amount received, the difference is recorded in the profit and loss account when the debt is issued.

The costs in relation with the issue of the bonds are amortized over the life of the bonds.

2.2.10. Net turnover

The net turnover comprises the amounts derived from the provision of services falling within the Company's ordinary activities, after deductions of sales rebates and value added tax and other taxes directly linked to the turnover.

FORMATION EXPENSES 3.

Formation expenses comprise expenses relating to the issuance of bonds and are amortized on a straight-line basis over the life of the bonds (up to 5 years).

They also include an upfront loan fees of USD 1 312 500,00 related to a facility agreement of USD 35 000 000,00 granted by a private limited company for a period of 3 years. The upfront fee will be amortized on a straight-line basis over the life of the loan. During the year 2021 the full amount of USD 35 000 000,00 as well the upfront loan fees amount to USD 1 312 500,00 have been reimbursed. The movements for the year are as follows:

	2021	20720
	EUR	EUR
Gross book value - opening balance	6 304 949,36	5 785 699,36
Additions for the year	3 866 316,21	519 250,00
Disposals for the year
Gross book value - closing balance	10 171 265,57	6 304 949,36
Accumulated amortisation/depreciation - opening balance	(3 553 505,27)	(2 004 859,43)
Amortisation/depreciation for the year	(2 518 514,82)	(1 548 645,84)
Reversals related to disposals for the year
Accumulated amortisation/depreciation - closing balance	(6 072 020,09)	(3 553 505,27)
Net book value - opening balance	2 751 444,09	3 780 839,93
Net book value - closing balance	4 099 245,48	2 751 444,09

4. INTANGIBLE ASSETS

The movements for the year are as follows:

Costs of development
	2021	2020
	EUR	EUR
Gross book value - opening balance	0,00	0,00
Additions for the year	612 770,11	0,00
Disposals for the year
Gross book value - closing balance	612 770,11	0,00
Accumulated value adjustment - opening balance	0,00	0,00
Allocation for the year	(25 243,05)	0,00
Disposals for the year
Accumulated value adjustment - closing balance	(25 243,05)	0,00
Net book value - opening balance	0,00	0,00
Net book value - closing balance	587 527,06	0,00

Metalcorp Group S.A. SOCIETE ANONYME Notes to the financial statements as at December 31, 2021

Concessions, patents, licenses, trade marks and similar rights and assets	2021	2020
	EUR	EUR
Gross book value - opening balance	480 894,60	453 276,59
Additions for the year	0,00	27 618,01
Disposals for the year
Gross book value - closing balance	480 894,60	480 894,60
Accumulated value adjustment - opening balance	(369 515,40)	(275 433,38)
Allocation for the year	(111 379,20)	(94 082,02)
Disposals for the year
Accumulated value adjustment - closing balance	(480 894,60)	(369 515,40)
Net book value - opening balance	111 379,20	177 843,21
Net book value - closing balance	0,00	111 379,20

Metalcorp Group S.A. SOCIETE ANONYME Notes to the financial statements as at December 31, 2021

ப TANGIBLE FIXED ASSETS

The movements for the year are as follows:

Other fixtures and fittings, tools and equipment
	2021	2020
	EUR	EUR
Gross book value - opening balance	215 065,82	215 065,82
Additions for the year	2 735,00	0,00
Disposals for the year
Gross book value - closing balance	217 800,82	215 065,82
Accumulated value adjustment- opening balance	(212 385,19)	(209 699,57)
Allocations for the year	(5 415,63)	(2 685,62)
Reversals for the year
Accumulated value adjustment - closing balance	(217 800,82)	(212 385,19)
Net book value - opening balance	2 680,63	5 366,25
Net book value - closing balance	0,00	2 680,63

e. FINANCIAL FIXED ASSETS

The movements for the year are as follows:

	Shares in affiliated	Other loans
	undertakings
	EUR	EUR
Gross book value - opening balance	168 083 073,24	15 266 538,46
Additions for the year	0,87	0,00
Disposals for the year	0,00	(7 872 677,84)
Gross book value - closing balance	168 083 074,11	7 393 860,62
Net book value - opening balance	168 083 073,24	15 266 538,46
Net book value - closing balance	168 083 074,11	7 393 860,62

In 2019, the Company had entered into a silent sub-participation agreement of EUR 7 374 323,70 with its indirectly but fully owned subsidiary Steel & Commodities GmbH, Essen, by agreeing to contribute claims against the latter to its equity.

On 21, April 2020, the company subscribed 2 000 000 new bearer shares of TH. NIKOLAIDI BROS Industrial, Commercial, Tourist and Construction Société Anonyme for a nominal value of 1,20 EUR each.

On 7, July 2020, the company entered into a share purchase agreement and bought the totality of the shares of EME Invest SA (30 000 shares) for a price amounting to 7 500,00 EUR (uncalled shares: 22 500).

In August 2020, the board of managers of the Company decided to fully write off the deferred royalty receivable in the annual accounts of MCG SRR. Consequently, the company recognize the fair market value of MCG SRR B.V. and write down the participation.

On 31, October 2020, the company entered into a share purchase agreement and sold the totality of the shares of IMP Invest SA (30 000 shares) for a price amounting to 80 000,00 EUR. IMP Invest SA was sold to an entity part of the group so, the Company keeps control of IMP Invest SA.

In 2021, "Aero II" loan has been fully reimbursed according to amendment agreement.

On 19, October 2021, the Company acquired 1 share representing 100% of Metalcorp Group Asia Pte.Ltd.

The investments held as fixed assets in 2021 represent re-purchased own bonds of EUR 42,7 million. The bonds mature in 2022.

Undertakings in which the Company holds at least 20% share capital or in which it is a general partner are as follows:

Name of undertakings (legal form)	Registered office	Ownership	Last balance sheet date	Net equity at the balance sheet date of the company concerned	Profit or loss for the last financial vear
Tennant Metals Group S.a r.I.	8 rue Dicks, L-1417 Luxembourg	100,00%	31/12/2021	-893 341,11 €	1 070 661,49 €
Steelcom Group S.a r.l.	8 rue Dicks, L-1417 Luxembourg	100,00%	31/12/2021	13 906 343,28 €	-6 717 062,51 €
EME Invest S.A.	8 rue Dicks, L-1417 Luxembourg	100,00%	31/12/2021	-4 506,84 €	-4 254,45 €
Orlyplein Investments S.a r.l.	8 rue Dicks, L-1417 Luxembourg	100,00%	31/12/2021	5 293 777,82 €	-2 055,00 €
BAGR Non-Ferrous Group ("BNFG")	Gmbh 59 Kopenhagener Str. 13407 Berlin Germany	100,00%	31/12/2021	17 299 000,00 €	140 000,00 €
Metalcorp Services (UK) Ltd.	12 Grosvenor Place, London,	100,00%	31/12/2021	-566 692 45 £	-687,80 £
C.S. Tetrano Investment Limited	Peristeriou 18 6018 Larnaca Cyprus	100,00%	31/12/2021
Nikolaidis TH, Bros S.A.	16th kilometer old national road Thessalonikis Serron, P.O. 57200, Greece	27,73%	31/12/2021	2 868 196,00 €	-17 791,00 €
Metalcorp Group Asia Pte. Ltd.	30 Raffles Place #12-01 Singapore	100,00%	31/12/2021	-270 550,58 SGD -197 658,82 SGD

The net equity and profit or loss amounts represent the ones disclosed from the consolidation reporting contribution, and all the significant subsidiaries of the group are subject to an audit.

7. DEBTORS

Debtor balances as at year-end are as follows:

		After more than	Total	Tota
	Within one year	one year	2021	2020
	EUR	EUR	EUR	EUR
Trade debtors	2 025 544,44	23 463 001,96	25 488 546,39	2 603 922,56
Loans / advances & interest	6 619 243,32	208 592 340,37	215 211 583,69	156 551 130,55
Current accounts	11 025 053,52	0,00	11 025 053,53	8 947 837,58
Affiliated debtors	19 669 841,28	232 055 342,33	251 725 183,61	168 102 890,69
Tax receivable	13 419.29	0,00	13 419.29	4 815,00
VAT receivable	2 060 266,50	0,00	2 060 266,50	861 358,85
Other	495 545,09	0,00	495 545,09	526 906,91
Other debtors	2 569 230,88	0,00	2 569 230,88	1 393 080,76
	22 239 072,16	232 055 342,33	254 294 414,49	169 495 971,45

Loans include a balance of EUR 27 021 061,65 with BAGR Berliner Aluminiumwerk GmbH for further investment into its subsidiary SBG SA.

A loan of EUR 1697 676,87 (2020: 1697 676,87) was granted to BNFG. Accrued interest amounts to EUR 123,081.57. It bears an interest rate at 7,25% per annum. Interest is capitalised at the beginning of each year.

A loan of EUR 686 514,95 (2020: 638 618,56) was granted to BAGR Berliner Aluminiumwerk GmbH. Accrued interest amounts to EUR 47 896.39. The loan is automatically renewed by a twelve-month period. The interest rate applied is 7,5 % per annum. Interest is capitalised at the beginning of each year.

A loan of EUR 87 002 739,73 was granted to Steelcom Group S.à r.l.. Accrued interest amounts to EUR 6 001 904,08. It bears an interest rate at 7,5% per annum. Interest is capitalised at the beginning of each year.

8. SUBSCRIBED CAPITAL

During the Extraordinary Shareholder Meeting dated October 31*, 2018, the Sole Shareholder of the Company decided to set the share capital of the Company at EUR 70 000 000,00 and to allocate to the share premium the difference between the share capital and the amount of net assets. Further to the GAAP adjustments, the Extraordinary General Meeting held on November 11, 2019 resolved to allocate an amount of EUR 9 627 869,00 to the share premium account and the remaining amount to the other available reserves with effect on November 1, 2018.

As at December 31, 2021, the subscribed and fully paid-up share capital amounts to EUR 70 000 000,00 and is divided into 70 000 000,00 shares with a nominal value of EUR 1,00 each.

As at December 21, 2021, the sole shareholder made a contribution of EUR 5 000 000,00 to the company's capital contribution account.

The authorised capital amounts to EUR 110 000 000,00; the authorization expires on October 31*, 2023.

o LEGAL RESERVE

The Company is required to allocate a minimum of 5% of its annual net income to a legal reserve, until this reserve equals 10% of the subscribed share capital. This reserve may not be distributed.

10.

The movements for the year are as follows:

	Share premium	Legal reserve	Other available reserves	Profit brought forward	Profit for the financial year
	EUR	EUR	EUR	EUR
As at December 31, 2020	9 627 869.00	36 252,26	12 576 205,51	7 441 790,73	(18 418 461,08)
Allocation of previous years profit				(18 418 461,08)	18 418 461.08
Allocation to Legal reserve		337 649,89		(337 649,89)
Share premium contribution	5 000 000,00
Loss of the year					(1 528 513,63)
As at December 31, 2021	14 627 869,00	373 902,15		12 576 205,51 (11 314 320,24)	(1 528 513,63)

CREDITORS 11.

Creditor balances as at year-end are as follows:

		After one year and	Total	Total
	Within one year	within five years	2021	2020
	EUR	EUR	EUR	EUR
Artic bond	317 794.83	59 990 000,00	60 307 794,83	70 340 277,78
German bond	1 042 603,21	59 741 000,00	60 783 603,21	122 071 232,88
Debenture loans	10 950 521,82	250 000 000,00	260 950 521,82	192 411 510,66
Amount owed to credit institutions	0,00	0,00	0,00	1 648 526,03
Trade creditors	735 668,54	0,00	735 668,54	1 264 871,53
Trade	2 433 294,28	42 997,50	2 476 291,78	246 355,92
Loans / advances & interest	1 929 253,72	0,00	1 929 253,72	42 959 234,16
Current accounts	0.00	0,00	0,00	132 551,25
Bond tresury accounts	0,00	0,00	0,00	3 250 992,21
Affiliated creditors	4 362 548,00	42 997,50	4 405 545,50	46 589 133,54
Tax accrued and payable	9 843,84	0,00	9 843,84	-1 212,79
VAT payable	1 959 344.00	0,00	1 959 344,00	795 476,89
Social security	6 364,16	0,00	6 364.16	45 864,72
Loans / advances & interest	0,00	43 591 425,35	43 591 425,35	31 634 260,11
Other	301 891,87	0,00	301 891,87	101 664,01
Other creditors	2 277 443,87	43 591 425,35	45 868 869,22	32 576 052,94
	18 326 182,23	293 634 422,85	433 052 003,12	274 490 094,70

Amounts owed to affiliated undertakings include a loan from Steel and Commodities GmbH amounting to EUR 249 872,25 (2020: EUR 276 586,48) and a loan from BAGR Non-Ferrous Group GmbH of EUR 764 875,00 (2020: EUR 764 875,00).

Other creditors include a loan drawn of USD 35 000 000,00 (2020: USD 35 000 000,00) under a USD 35 000 000,00 loan facility from a third-party trade finance fund maturing on 26 December 2022.

During the year 2021 the full amount of USD 35 000 000,00 as well as the upfront loan fees amount of USD 1 312 500,00 have been reimbursed.

12. NON-CONVERTIBLE LOANS

The Company has issued two debenture bonds:

A bond ("Arctic Bond") of EUR 70 000,00 was issued on June 6, 2017 for a period of five years with an interest rate of 7% per annum. The first interest payment date was December 6, 2017 and the last interest payment date will be the maturity date. Each bond has a nominal value of EUR 100 000,00. The bonds are listed

on Oslo Stock Exchange.

A bond ("German Bond") of EUR 120 000,00 was issued on October 2, 2017 for a period of five years with an interest rate of 7% per annum. Each bond has a nominal value of EUR 1 000,00. The bonds are listed on the Open Market of the Frankfurt Stock Exchange. The Company tapped this bond from the initial EUR 50 million in 2017, by EUR 30 million in 2018 and another EUR 40 million in 2019. In March 2021, the Company tapped this bond by an amount of EUR 20 million.

A bond ("New Bond") of EUR 250 000 000,00 was issued on June 25, 2021 for a period of five years with an interest rate of 6,75% per annum. Each bond has a nominal value of EUR 1 000,00. The bonds are listed on the Open Market of the Frankfurt Stock Exchange.

NET TURNOVER 13.

Net turnover consists mainly of service and advisory fees with affiliated entities as follows:

	2021	2020
	EUR	EUR
Net turnover
Service fee MCOM	20 000 000,00	0,00
Service fee SBG SA Lux - Unbilled Fees	0,00	1 500 000,00
Service fee TM SAM	600 000,00	480 000,00
Service fee BAGR	272 400,00	360 000,00
Service fee Steel & Commodities GmbH	378 000,00	276 000,00
Service fee Stockach Aluminium GmbH	180 000,00	240 000,00
Service fee Cable Recycling Industries SA	21 000,00	120 000,00
Service fee Nikolaidis Th. Bros SA	0,00	120 000,00
Recharges of fees	1 975 003,05	0,00
Total	23 426 403,05	3 096 000

OTHER EXTERNAL EXPENSES 14.

Other external expenses for the year are as follows:

	2021	2020
	EUR	EUR
Other external expenses
Consulting fees	(2 781 108,98)	(2 324 141,12)
Service fees	(2 568 884,37)	(1 634 103,59)
Legal fees	(529 456,80)	(448 167,27)
Accounting and audit fees	(297 252,64)	(239 395,76)
Rent building	0,00	(160 930,40)
Bank fees	(82 764,75)	(35 197,86)
Bond Expenses	(22 446,89)	(33 675,31)
Travel expenses	(88 478,73)	(16 536,65)
Other fees	(636 810,00)	(211 691,92)
Total	(7 007 203,16)	(5 103 839,88)

STAFF 15.

During the year, the Company had an average of 3,72 employees (2020: 4,47 employees).

Value adjustments 16.

The value adjustments for the year are as follows:

	2021	2020
	EUR	EUR
Value adjustments
Amortization of bond costs	(3 631 670,34)	(1 548 645,84)
Value adjustment of current asset	(172 297,74)	(1 752 755,47)
Amortization of intangible assets ( see note 4 )	(111 379,20)	(94 082,02)
Amortization of tangible assets ( see note 5	(5 415,63)	(2 685,62)
Gross book value - closing balance	(3 920 762,91)	(3 398 168,95)

17.

Other interest receivable and similar income for the year are as follows:

	2021	20720
	EUR	EUR
intercompany loans and tresury Interest income on account	9 627 190,55	4 135 872,51
Other intercompany interest income	0.00	2 124.39
Derived from affiliated undertakings	9 627 190,55	4 137 996,90
Interest income on loans	1 253,77	17 747,14
Foreign exchange gains	2 582 548,85	462 523,64
Other non-operative income	1 632 883,88	0,00
Other interest and similar income	4 216 686,50	480 270,78
Gross book value - closing balance	13 843 877,05	4 618 267,68

18. OTHER INTEREST AND SIMILAR EXPENSES

Other interest and similar expenses for the year are as follows:

20741 EUR Interest expense on intercompany loans and tresury (3 710 264,72) (1 204 331,01)
account
0,00 (7 500,00) Loss on sale of investment
(3 710 264,72) (1 211 831,01) Concerning affiliated undertakings
(12 837 675,05) (19 333 525,15) Interest expense on bonds
(179 933,45) (5 450,98) Interest expense on bank current accounts
(2 927 362,81) (3 034 261,48) Interest expense on bank financing and overdratt
(270,47) 0,00 Interest on trade payables
(184 091,08) 0,00 Interest expense on other loans
(89 260,63) (1 311 966,10) Foreign exchange losses
(117 434,60) 0,00 Other non-operative expense
(16 161 545,62) (23 859 686,18) Other interest and similar expenses
(17 373 376,63) (27 569 950,90) Total

19.

No emoluments were granted to the members of the Management Board during the financial year.

20.

No advances and loans were granted during the financial year to the members of these bodies.

AUDITOR'S FEES 21.

Current year fees for the external auditor amount to EUR 120 000,00 and relate only to audit services (2020: EUR 115 500,00).

22. CURRENT AND DEFERRED TAXES

The current year tax expense and the withholding taxes amount to EUR 4,815 (2020: Nil),

23. OFF-BALANCE SHEET COMMITMENTS

Guarantees for the year are as follows:

Division	TYPE	Amount
		(EUR 1.000)
Metals & Concentrates (former base metals) Trade Finance, Bank		60 380
Bulk & Ferrous Division	Trade Finance, Bank	15 778
Aluminium	Overdraft Facility	9 000

Since inception, the Company has never been asked to repay any amount of its guarantees, as the trade finance lines are self-liquidating in nature and the underlying exposure of the trade finance bank is covered by credit insurance / letter of credit.

24. SUBSEQUENT EVENTS

No Subsequent event have occurred after the year end closing 2021.