Ros Agro S Regulatory News (AGRO)

13 November 2023

ROS AGRO PLC financial results for 9M 2023 and 3Q 2023

13 November 2023 - Today ROS AGRO PLC (the "Company"), the holding companyof Rusagro Group (the "Rusagro"), a leading Russian diversified food producer with vertically integrated operations, has announced the financial results for the third quarter and the nine months ended 30 September 2023.

3Q 2023 HIGHLIGHTS

- Sales amounted to RUB 71,674 million (US$ 762 million1), an increase of RUB 16,878 million (+31%) compared to 3Q 2022;

- Adjusted EBITDA2 amounted to RUB 15,027 million (US$ 160 million), an increase of RUB 9,490 million (+171%) compared to 3Q 2022;

- Adjusted EBITDA margin increased to 21% in 3Q 2023 from 10% in 3Q 2022;

- Net profit for the period amounted to RUB 25,334 million (US$ 269 million), an increase of RUB 23,622 million (+1,380%);

- Net debt position3 as of 30 September 2023 amounted to RUB 65,179 million (US$ 669 million);

- Net Debt/Adjusted EBITDA (LTM4) as of 30 September 2023 was 1.62x.

Commenting on the results, Timur Lipatov, CEO of Rusagro, said:

"Rusagro Group has demonstrated strong financial results in 3Q 2023: revenue increased by 31%, adjusted EBITDA increased by 171%, net profit amounted to RUB 25 billion and net debt decreased by 35%.

The consolidation of the financial results of NMGK had a significant impact on the financial results for 3Q 2023. Following the acquisition of the controlling share we started integrating the NMGK business, which is already generating significant synergy effects.

Revenue of all business segments, except Oil and Fat, increased in 3Q 2023, which is attributable both to the increase in sales volumes and more favorable market environment. Oil and Fat segment's revenue decreased due to the fall of world prices for oil and fat products and the suspension of the oil extraction plant in Balakovo for modernization. The modernization project will result in a 30% increase in the plant's production capacity.

Rusagro Group's adjusted EBITDA increased across all business segments because of increased sales volume in Agriculture segment, positive dynamics of market prices in Sugar and Meat segments, economy as the result of variable costs decrease in Oil and Fats segment, as well as the realization of systematic cost reduction initiatives on the Group level.

Net profit of the Group increased following the increase in Adjusted EBITDA and positive exchange rate dynamics."

1 Several adjustments were made to the published 9M and 3Q 2022 key financial indicators:

? Gross profit for 9M 2022 was increased by RUB 1,058 million, Net profit by RUB 845 million to reflect the distribution of depreciation expenses between the quarters of 2022 in Oil and Fat segment, the same indicators for 3Q 2022 increased by RUB 350 million and RUB 281 million correspondingly;

? Gross profit for 9M 2022 was decreased by RUB 574 million, gross profit for 3Q 2022 was decreased by RUB 191 million to reflect the distribution of depreciation costs between lines of financial statements for Meat segment;

? Gross profit and adjusted EBITDA for 9M 2022 were decreased by RUB 327 million, Net profit by RUB 261 million in order to reflect the distribution of costs of Far East project in Meat segment, the same indicators for 9M 2022 has not changed.

2 Net profit for the period is affected by non-cash income/(loss) on revaluation of biological assets and agricultural produce. See details in business sections below.

Note: since some indicators and percentages in the press release were rounded to the nearest whole number, the sum of the rounded values may not fully match the totals.

SUGAR SEGMENT

In 9M 2023 Sugar segment earned RUB 11,381 million of adjusted EBITDA (-19% y-o-y) with 31% margin (-7 pp y-o-y).

The financial results of the Sugar Segment of 9M 2023 compared to 9M 2022 are presented in the table below:

In 3Q 2023 compared to 3Q 2022 Sales of Sugar segment increased by 26% mainly due to the growth of market prices, changes in sales structure and sales efficiency increase. Sales volume increased due to shift the sales volume from 2Q 2023 to 3Q 2023.

In 9M 2023 compared to the same period last year Sales of Sugar segment decreased by 1% mainly due to the decrease in sales of other products (beet pulp, buckwheat). Decrease in sugar sales volumes is caused by the decrease in production volumes in season 2022/2023 due to lower sugar content in sugar beet attributable to bad weather conditions that affected the quality of sugar beet.

Cost of sales in 3Q and 9M 2023 increased y-o-y because of the increase in sugar beet and its processing costs per unit of sugar as the result of decrease in sugar beet quality and sugar content of season 2022-2023.

Other operating income/ (expenses), net in 3Q and 9M 2023 increased mainly due to the positive dynamics of the operating forex differences and the gain from forward contracts for the purchase of foreing currency.

MEAT SEGMENT

In 9M 2023 Meat segment earned RUB 3,289 million of adjusted EBITDA (+226% y-o-y) with 9% margin (+6 pp y-o-y).

The financial results of the Meat Segment of 9M 2023 and 3Q 2023 compared to 9M 2022 and 3Q 2022 respectively are presented in the table below.

Sales of the Meat segment increased by 16% in 3Q 2023 compared to the respective period of 2022 mainly due to increase of sales prices for both meat products and livestock.

In 9M 2023 compared to the same period last year Sales of Meat segment increased by 12% supported by both the higher sales prices for cut products and increased volumes of all meat products. Positive volume dynamics was achieved by gradual increase in production capacities to the planned level in the Far East and by growth in production efficiency in the Central Federal District, including the expansion of deboning capacity.

Cost of sales decreased by 10% in 3Q 2023 compared to the respective period of 2022 due to lower sales volume and significant reduction of feed costs. In 9M 2023 compares to the 9M 2022 Cost of sales increased by 3% mainly because of higher sales volumes.

Net gain on revaluation of biological assets and agricultural produce in 3Q 2023 and in 9M 2023 resulted from an increase in fair value and decrease in costs for consumable livestock pigs during the reporting period compared to the respective figures at the beginning of respective periods.

Other operating expenses in 9M 2023 showed negative dynamics mainly due to additional costs caused by the outbreak of African swine fever and one-off gain for the reversal of provision for legal claims in 2022.

AGRICULTURAL SEGMENT

As at 30 September 2023 Rusagro's area of controlled land stands at 681 thousand hectares(31 December 2022: 660 thousand hectares).

In 9M 2023 Agriculture segment earned RUB 4,376 million of adjusted EBITDA (-35% y-o-y) with 18% margin (-21 pp y-o-y).

The financial results of the Agricultural Segment of 9M 2023 and 3Q 2023 compared to 9M 2022 and 3Q 2022 respectively are presented below.

In 3Q 2023 in comparison to 3Q 2022 Sales of the Agriculture segment increased by 103% to RUB 12,230 million due to higher sales volume of all crops.

In 9M 2023 in comparison to 9M 2022 Sales of the Agriculture segment increased by 39% to RUB 23,789 million due to higher sales volume of all crops, with a decrease in wheat and soybean price and an increase in corm sales price.

Increase in oil crops sales volume in 9M 2023 and 3Q 2023 as well as increase in sugar beet sales volume in 1Q 2023 was caused by sales volume transfer due to adverse climate conditions at the time of harvest, leading to prolongation of harvesting period to 2023. Growth in sales volume of new sugar beet harvest in 3Q 2023 compared to 3Q 2022 is associated with improved yields and early launch of sugar plants following the harvesting schedule.

Increase in sales of corn in 3Q 2023 in comparison with the same period of prior year is caused by the execution of contract concluded in 1Q 2023, with the condition of delivery until the end of 2023. Contract price was fixed in USD, which caused positive dynamic taking into account the growth of USD/RUB exchange rate.

Sales prices for wheat decreased due to the fall in global wheat prices because of high grain stocks. Prices decrease for oil crops is attributed to the quality of harvest following adverse weather conditions during the prolonged harvesting period.

The main reason for the increase in Cost of sales and Distribution and selling expenses is the growth of volumes of goods sold.

Reimbursement of operating costs (government grants) was received in higher amount in 9M 2023 as the company received subsidies for grain crops sales, support of elite seed and ameliorants usage.

Change in Other operating income except government grants in 9M 2023 in comparison with the same period of 2022 is connected mainly due to the differences relating to one-off gain from the sale of fixed assets in 1Q 2022 as well as changes in foreign exchange gains/(losses) amount.

Net gain/(loss) on revaluation of biological assets and agricultural produce depends on revaluation amounts in opening and closing inventory balances. As agricultural produce matures and at the point of harvest, a gain on revaluation of agricultural produce to fair value less costs to sell is recognized. During subsequent sale, a loss from the revaluation of agricultural products sold in the reporting period is recognized in the amount of the previously recognized gain.

Gain in 9M and 3Q 2023 was caused by the revaluation of harvested and growing crops to a greater extent than the realization of revaluation in the opening balance when goods were sold. Loss in 3Q 2022 and lower profit in 9M 2022 is associated with the sale of 2021 harvest, opening balance of revaluation was higher at the beginning of 2022 than at the beginning of 2023.

Net gain/ (loss) on revaluation of biological assets and agricultural produce and its subsequent realisation do not affect the Adjusted EBITDA figure.

OIL AND FAT SEGMENT

In 9M 2023 Oil and Fat segment earned RUB 9,559 million of adjusted EBITDA (-11 %y-o-y) with 13% margin (+2 pp y-o-y).

The financial results of the Oil and Fat Segment for 9M 2023 and 3Q 2023 compared to 9M 2022 and 3Q 2022 respectively are presented below.

In 3Q 2023 and 9M 2023 in comparison to 3Q 2022 and 9M 2022 Sales of the Oil and fat segment decreased (by 18% to RUB 24,745 million in 3Q 2023 and by 26% to RUB 76 144 million in 9M 2023) due to the decrease of world prices for oil and fat products and of sales volumes of crude oil and meal, which was partially compensated by the increase in sales volumes of industrial fats.

Decrease in sales volumes of crude oil and meal was caused by difficulties with the vessels shipment caused by ice situation in Astrakhan in January and February 2023 and the suspension of Balakovo oil extraction plant for modernization from 23 May 2023 till 28 August 2023.

Cost of sales in 3Q 2023 and 9M 2023 decreased due to the decline in sales volumes of oil and fat products. Cost of sales decreased more than Sales mainly due to reduction of prices for raw materials.

The growth of General and administrative expenses in 9M 2023 compared to the same period of the previous year is mainly attributable to higher costs of information and consulting services.

The decrease in Other operating expenses is due to lower charity expenses and positive exchange dynamics in 9M 2023 compared to the same period in 2022, which was partially compensated by accrual of provision for bad debts.

NMGK

At the end of 2Q 2023 the Company acquired 50% of the shares and control over the NMGK group of companies. The Company's financial results for 3Q 2023 include the financial results of the NMGK Group.

For 3Q 2023 the revenue of the NMGK Group of companies amounted to RUB 14,971 million, adjusted EBITDA amounted to RUB 2,746 million with a margin of 14%.

The financial results of NMGK as a part of Rusagro for 3Q 2023 are presented in the table below.

KEY CONSOLIDATED CASH FLOW INDICATORS (NOT IFRS PRESENTATION*)

The key consolidated cash flow indicators presented according to management accounts methodology

(*) See Appendix 4

Net debt decreased at 30 September 2023 compared at 31 December 2022 as a result of a decrease in short-term borrowings.

In 9M 2023 Rusagro continued to enjoy benefits from the state agriculture subsidies programme. Rusagro continued to receive bank loans with decreased preferential interest rates under the programme of government support. Under this programme, the government provides subsidies to the banks to compensate the loss of income on borrowings with decreased interest rates, given by the banks to agricultural producers. In 9M 2023 IFRS accounts these borrowings are accounted according to its face value with no adjustments to prevailing market rates. The differences between nominal and market interest rate is recognized as either government grants in a statement of financial position for borrowings received with the purpose to finance investment projects or interest expenses in a statement of comprehensive income for general purpose borrowings.

Net finance expense of 9M 2022 in the sum of RUB 17,378 million changed to net finance income in the amount of RUB 11,487 million as the result of positive dynamics in forex differences.

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(1) The exchange rates used for translation of RUB amounts into USD represent average Central Bank official exchange rate for the respective reporting period for income, expenses and profits and the Central Bank official exchange rate as at the reporting date for balance figures.

(2) Adjusted EBITDA is defined as operating profit before taking into account (i) depreciation included in operating profit, (ii) net gain/ (loss) on revaluation of biological assets and agricultural produce, (iii) non-recurring components of other operating income/ (expenses), net, (iv) share-based remuneration, (v) provision for impairment of loans issued (see Appendix 2 for the detailed calculation of Adjusted EBITDA). Adjusted EBITDA is not a measure of financial performance under IFRS. It should not be considered as an alternative to profit for the period as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Our calculation of Adjusted EBITDA may be different from the calculation used by other companies and therefore comparability may be limited. We believe that Adjusted EBITDA provides useful information to investors because it is an indicator of the strength and performance of our ongoing business operations, including our ability to fund discretionary spending such as capital expenditures, acquisitions of subsidiaries and other investments and our ability to incur and service debt.

(3) Rusagro determines the net debt as short-term borrowings and long-term borrowings less cash and cash equivalents, bank deposits, bank promissory notes and bonds held for trading.

(4) LTM - The abbreviation for the "Last twelve months".

NOTE

ROS AGRO PLC (LSE, MOEX: AGRO) - a holding company of Rusagro Group, a leading Russian diversified food producer with vertically integrated operations in the following branches:

Agricultural:

Rusagro currently controls one of the largest land banks among Russian agriculture producers, with 681 thousand hectares of land under control located in the highly fertile Black Earth region of Russia (in the Belgorod, Tambov, Voronezh, Kursk, Orel regions) and in the Far East Primorye Region. Land and production sites are strategically located withinthe same regions to optimize efficiency and minimize logistical costs. Rusagro is oneof the major sugar beet producers in Russia, but it also produces wheat and corn, sunflower seeds and soybeans. These products are partially consumed by the Meat and Oil and Fat segments, supporting a synergistic effect and lowering price change risk.

Oil and Fat:

Rusagro is the leading crude sunflower oil and consumer margarine producer, second largest industrial fats and mayonnaise producer in Russia with products sold under eleven key brands, such as EZhK, Schedroye Leto, Mechta Khozyaiki, umbrella brand Ya Lublu Gotovit (includes Moskovskiy Provansal, Novosibirskiy Provansal and Saratovskiy Provansal), Rossiyanka and Saratovskiy Slivochniy, Benefitto, Maslava and Leto Krasno (££), which is sold on the Chinese market. Rusagro also produces dry industrial mixes, cheeses, butter and cream sold under three brands: Milie, Syrnaya Kultura and Ya Lublu Gotovit. Rusagro owns four crushing and two oil & fats plants and leases two milk processing plants. Owning its sunflower and soy oil production allows Rusagro to control the source of the sunflower and soybean oil required to produce oil and fats products.

Rusagro finalized the acquisition of 50% of NMGK Group in 2023. NMGK Group owns an oil and fat plant in Nizhny Novgorod, oil extraction factories in Uryupinsk and Sorochinsk, as well as elevators in the Volgograd, Orenburg, Samara, Saratov regions and the Republic of Bashkortostan. The company produces mayonnaise and sauces "Ryaba", "Sdobri", sauces and ketchups "Astoria", margarine "Khozyayushka", spread "Kremlevskoe", baby soap "Moy malysh".

Sugar:

Rusagro is one of the leading Russian sugar producers (?3 in Russia and ?1 on cube white sugar market), producing sugar from sugar beet at nine production sites in four regions. Group produces white and brown sugar sold under the brands Russkii Sakhar, Chaikofsky, Mon Café and Brauni. The Sugar segment is vertically integrated and sugar beets are supplied by Rusagro's Agriculture segment, which ensures a consistent supply. The sugar segment also operates a cereal plant and sells buckwheat and rice under the brand Tyoplye Traditsii.

Meat:

Rusagro is ?3 largest pork producer in Russia. It operates large commercial pig breeding complexes adhering to best practices regarding biosecurity standards, nucleus farms, compound feed plants, slaughterhouses and meat processing plants in Tambov and Belgorod Regions and in the Russian Far East. Since 2016, Rusagro sells retail products under its own brand Slovo Myasnika (Butcher's word).

CONFERENCE CALL

Rusagro management is organizing a conference call on Company's 9M and 3Q 2023 financial results for investors and analysts.

Details of the call:

FORWARD-LOOKING STATEMENTS

This announcement includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements do not relate to historical or current events,or to any future financial or operational activity of the Group.

By their nature, forward-looking statements involve risk and uncertainty because they relateto future events and circumstances, a number of which are beyond the Rusagro Group's control. As a result, actual future results may differ materially from the plans and expectations set outin these forward-looking statements.

The Group undertakes no obligation to release the results of any revisions to any forward-looking statements that may occur due to any change in its expectations or to reflect eventsor circumstances after the date of this document.

CONTACTS

Appendix 1. Consolidated statement of comprehensive income for the Nine and Three months ended 30 September 2023 (in RUB thousand)

Appendix 2. Segment information for the Nine months ended 30 September 2023 (in RUB thousand)

Appendix 2 (continued). Segment information for the Nine months ended 30 September 2023 (in RUB thousand)