Kernel’s largest oilseed processing plant in western Ukraine, was damaged due to a recent drone attack by russia. Operations at the facility have been suspended, and the fire resulting from the attack has been extinguished. Fortunately, there were no casualties as a result of the attack. The Company is currently assessing the extent of the damage and the related losses.

Kernel, together with NASA Harvest, participates in a project that researches the impact of hostilities on Ukrainian agriculture and assesses agricultural production in the occupied territories – with the support of the Ministry of Agrarian Policy and Food of Ukraine. As part of the cooperation, the Ukrainian company shared its agronomic experience and data on the distribution of sown areas by crops with the specialists of NASA Harvest. 

Announcing the collaboration, Inbal Becker-Reshef, NASA Harvest Program Director, said: “This partnership underscores our collective dedication to addressing the complex challenges facing global food security and agricultural production in one of the world’s major breadbaskets. We are thrilled to continue our partnership in the 2024 year”.

Alex Olin, Strategic Partnership Manager for Ukraine at NASA Harvest, noted the contribution of the Data Science Kernel department to the work on the initiative.

“We were pleased to join the NASA Harvest’s initiatives focused on Ukraine in 2023, contributing data and insights that we recognize as crucial in supporting our nation during challenging wartime conditions,” says Andriy Pishyy, Chief Information Officer, Kernel.

A pilot project focuses on developing remote sensing-based machine-learning approaches to crop type mapping. NASA Harvest maps were validated based on Kernel data and obtained around 90% accuracies in 2022 and 2023 for winter cereals, rapeseed, and sunflower.

“The goal of the cooperation was to consolidate our relationship and work on our first common project. We built a baseline model based on open data and Kernel data in 3-4 months, which would predict crop types. We managed to successfully validate an approach using neural networks, which showed excellent results on our data”, said Danylo Polyakov, Head of Data Science at Kernel.

We are confident that deepening cooperation with NASA Harvest in 2024 will help achieve significant success in the development of satellite monitoring of agriculture. And this, in turn, will contribute to the adoption of effective decisions in support of the agricultural sector of Ukraine, which plays a key role in global food security.

Kernel’s Poltavsky Vegetable Oil Extraction Plant has joined the SBTi [Science Based Targets Initiative], which encourages companies to set emission reduction targets under the Paris Agreement to prevent irreversible climate change.

The Company’s asset became the first company in the Ukrainian food industry to join this global initiative. By doing so, Kernel has officially confirmed its commitment to implementing the measures that will contribute to limiting global warming to 1.5°C. They will involve setting and verifying short-term goals for reducing greenhouse gas emissions from the plant’s operations.

The decision to commit to the Initiative’s goals is part of the Company’s systematic efforts towards decarbonisation and climate sustainability at every stage of the value chain, from the field to the point of shipment of finished products. This step also responds to the growing demand from consumers around the world, trading partners and investors to enhance the Company’s low-carbon ambitions.

The SBTi was formed as a collaboration between CDP, the United Nations Global Compact, World Resources Institute (WRI) and the World Wide Fund for Nature (WWF). The call to action of the SBTi is one of the We Mean Business Coalition commitments. The SBTi defines best practices in reducing emissions and achieving net-zero targets, supports companies in setting and validating targets, and brings together experts to independently assess the target-setting. 

As a reminder, in early 2024, Kernel confirmed its CDP “B” climate rating.

In 2023, Kernel confirmed its B score in Carbon Disclosure Project (CDP) rating, retaining its leadership among Ukrainian companies. Last year, the Company moved up two notches compared to 2021.

“Despite all the challenges of wartime and the importance of addressing them on the spot, we must always think ahead. The implementation of climate initiatives in Ukraine and business compliance with the sustainable development principles remain one of the key components of stability today, and these will be a determining factor in raising investment in the recovery in the future,” Kernel CEO Yevhen Osypov said.

Kernel has been actively supporting the disclosure of the relevant data according to the CDP methodology, in particular as a  benchmark for annual improvement and strengthening of the leadership position in low-carbon development in the region.

“The Carbon Disclosure Project rating is one of the most recognisable tools for assessing a company’s non-financial performance, including in the areas of managing the carbon footprint of operations and climate risks, pursuing business opportunities related to decarbonisation and building partnership with suppliers and consumers. The company’s position in the rating and the information disclosed on the CDP platform can, among other things, be used for benchmarking and supporting decision-making process in attracting sustainability and climate-linked investments. It is very valuable for us that we managed to retain our position and remain a leader among Ukrainian companies this year,” Marta Trofimova, Head of Sustainable Development at Kernel, emphasises.

At year-end 2023, the participating companies increased their disclosure of information on the requested parameters by 24%. The rating compilers annually increase the quantity and quality of data for the survey to assess compliance with corporate climate management leadership positions as accurately as possible. In-depth inquiries take into account scientific achievements, stakeholders’ feedback and market demand for greater transparency of information on sustainable business development.

Due to recent discussions among certain minority shareholders of the company in the public domain concerning the issuance of new shares, we wish to communicate the following.

As of July 31, 2023, the credit portfolio of the Kernel group of companies exceeded USD 1.4 billion. Kernel is currently in the process of restructuring a significant portion of its debt.

Creditors have presented several conditions, one of which is to raise equity capital of at least USD 60 million. On August 18, 2023, we announced this creditor requirement, and on August 21, 2023, the Board of Directors decided to issue additional shares. We informed about this in company’s current report.

The company has decided to issue shares exclusively among existing shareholders who are evidently willing to support the company in the long term. Additionally, the low probability of attracting external investors to the company was taken into account, given the ongoing missile attacks on the company’s assets by the russian aggressor. Furthermore, considering the anticipated future delisting of the company’s shares, new shares will not be admitted to trading on the exchange. For these reasons, the company has declined a public share offering to external investors.

Furthermore, Kernel initiated the share issuance solely among so-called “qualified” investors. This decision fully complies with EU legislation and is a common European market practice that allows for swift share issuance without the need for prospectus preparation, extensive financial and legal costs, market intermediaries, roadshows, and the like. All “qualified” investors who submitted their applications have the right to participate in the capital-raising auction. EU law prohibits the participation of “non-qualified” investors in such cases.

Please note that Kernel has previously conducted three additional share issuances after its IPO. Each time, the issuance took place exclusively with the participation of “qualified investors” within 1-2 days book building. No complaints or objections from minority shareholders have ever been received.

Moreover, the possibility of additional share issuance in case of necessity has been in existence since September 23, 2022, when extraordinary shareholder meeting adopted relevant decisions precisely for such purposes — the ability to swiftly raise capital as needed, taking into account the unpredictability of the situation in Ukraine.

Furthermore, the Board of Directors has decided to conduct an offer for additional share issuance in the form of a Dutch auction. In this format, the price and quantity of shares are determined by the shareholder participants, not the company itself. This decision was primarily influenced by Kernel’s desire to raise the necessary amount in accordance with creditor requirements, rather than sell shares at a specific price. The company acknowledged the difficulties in setting a share price itself, given the ongoing conflict in Ukraine, where our production and export facilities are regularly targeted by Russian missiles, and maritime exports are blocked.

We understand that, unfortunately, many of our shareholders have incurred losses on their investments in the company’s shares due to the sharp decline in share price following the full-scale invasion.

Kernel emphasizes that all of the company’s actions regarding share issuance are in compliance with current EU legislation. Leading legal firms in Luxembourg and Poland have overseen the process of capital raise, preparation, and conducting of the auction. The Board of Directors was solely guided by the interests of the company in making the decision to issue new shares. We are fully confident in our full compliance with European legal framework.

On the night of July 19, a Russian missile attack targeted Kernel’s facility at the Chornomorsk Port. This resulted in significant damage to the storage and grain handling capabilities. Fortunately, there was no casualties. Currently, the company is assessing the extent of the material damage. Preliminary data suggests that it will take at least 12 months to restore the facilities.

In addition to the infrastructural damage, during the attack on the night of July 19, a fire partially destroyed and damaged 60,000 tons of grain at the Chornomorsk port. This cargo was intended to be loaded onto the large-tonnage vessel Alexis and shipped to China. However, this vessel, which had been waiting in the queue of the “grain corridor” for over 60 days, was unable to be loaded in Chornomorsk. Once again, the world has been deprived of Ukrainian agricultural products due to sabotaging of the “grain initiative” and the delays caused by Russian representatives.

Further attacks on Ukrainian ports, increased risk to industrial complexes, and the inability to export grains by sea routes will lead to a 30-40% increase in prices for corn and wheat in the short term. There is also a risk of suspending operations at several Ukrainian oilseed processing plants and reducing the processing pace of sunflower seeds and rapeseed by over 30%, which will significantly impact global prices for sunflower oil, resulting in an additional 20-25% increase.

Kernel has undergone functional changes in the Company’s management.

Anastasiia Usachova, who held the position of the Company’s Chief Financial Officer, will continue to work as a member of Kernel’s Board of Directors. With more than 20 years of experience in operations and a deep understanding of the Company’s business processes, Anastasiia will now focus on strategic business development issues.

Kernel’s Finance Department will be headed by Sergiy Volkov. Sergii’s professional experience includes managing multi-sectoral finance in banking, insurance, oil & gas and heavy industry. He has extensive experience in audit, controlling, risk management, strategy and finance at Big4 companies.

Kernel has undergone functional changes in the Company’s management.

Viktoriia Lukianenko, who previously held the position of Chief Legal Officer, has been appointed as Director of Estron Corporation Limited, one of Kernel’s legal entities. She will be responsible for supporting the Company’s presence in foreign jurisdictions.

The position of Chief Legal Officer will be held by Artem Filipyev. He has many years of experience in managing the legal departments of international manufacturing companies. In particular, Mr. Filipiiev’s professional responsibilities included representing companies in major litigations, supporting large-scale investment projects, such as the construction of production assets, privatisation of state property, and M&A.

Kernel purchased a terminal at Sea Trade Port Pivdennyi (Odesa region). OilExportTerminal is capable to accept and separately store all types of vegetable oils (sunflower, soybean, and rapeseed).

According to Kernel CEO Yevgen Osypov, the new asset is strategically important for the Company given that oil transshipment is not available at Mykolaiv terminals. In 2019-2022 marketing years, Mykolaiv accounted for about half of the total oil transshipment volumes in Ukraine.

“Mykolaiv is of historical importance in this regard. The full-scale war caused the port and terminals to shut down. They are not included in the Grain Corridor. That’s why we are using OilExportTerminal in Pivdennyi to cover the temporary losses,” Yevgen Osipov noted.

Yuriy Pugach, Kernel’s Production Director, stated that the terminal could simultaneously store 49,404 tons of products. The existing facilities are divided into 4 groups capable to discharge oils from road and rail transport. A project to discharge oil from tank containers on railway platforms has also been implemented.

Today, the maximum unloading capacity at the terminal per day is 100 tank trucks with a total volume of 2,500 tons and 24 rail tank trucks with a volume of 1,440 tons. The maximum vessel loading speed is 500 tons per hour.

Kernel is rated ‘B’ according to the CDP (Carbon Disclosure Project) rating, which is two notches higher than in 2021. The rating evaluates the activities of companies in terms of corporate climate management.

Kernel has been actively supporting the disclosure of the relevant data according to the CDP methodology.

“We consider the CDP assessment methodology as an applied tool for the corporate climate management program implementation, as well as a benchmark for annual improvement and strengthening of the leadership position in low-carbon development in the region,” Kernel CEO Yevhen Osipov said. “Despite the turbulence of agricultural markets, challenges for the economy and business under conditions of the martial law, we remain a flagship in the implementation of climate initiatives in Ukraine and shape the right message for the global community. It is one of the key elements of stability now, and one of the determining factors for raising investment in the recovery of the country in the future.”

The CDP rating assesses the companies’ corporate climate management activities, including the level of disclosure of greenhouse gas emissions associated with operations, approach to managing climate risks and opportunities, and interaction with suppliers and trading partners regarding joint low-carbon development initiatives.

Kernel’s position corresponds to the level of the world’s largest agricultural traders. In particular, ‘B’ grade was given to Archer Daniels Midland Company, Bunge Limited, Cargill Incorporated, etc. This year’s CDP report includes more than 18 thousand companies valued at over a half of the world market capitalization. The information about the results of businesses in the CDP rating is in demand for the largest investors with total assets of more than USD 130 trillion.

Kernel presented first results of its ‘Corporate climate governance and low-carbon pathway’ project, which the company has been implementing in partnership with EBRD and EY, during the 27^th Conference of Parties to the UN Framework Convention on Climate Change (COP27) taking place on 6-18 November in Sharm El-Sheikh, Egypt.

The presentation was made at the ‘Food security and climate change’ panel, hosted by the EBRD, and outlined key achievements of the project, namely:

1) integration of climate and ESG agenda in the company’s corporate governance system through the establishment of the Sustainability committee at the Board of Directors, and introduction of first climate related KPIs, which are currently aimed at the development of a comprehensive GHG emission accounting system across the value chain;
2) results of scenario-based analysis of climate physical and transitional risks, as well as identified priority business opportunities associated with low-carbon development;
3) results of expanded GHG emissions accounting, namely Kernel’s Scope 3 emissions.

These findings are reflected in Kernel’s first TCFD disclosure, which is integrated in the company’s FY2022 Annual Report.

“There are many similarities between military actions and climate change. As in the case of rocket shelling, extreme weather events, resulted from climate change, can cause major disruptions to normal business operations. Likewise, one has limited control over impacts of climate change once they happen. The only difference is that we have known about climate change for a long time now, and there are concrete actions we can take to mitigate and to adapt to its impacts. And that is what Kernel seeks to do,” said Marta Trofimova, Sustainability manager at Kernel, during the panel.

The Board of Directors of Kernel has established a new committee – Sustainability Committee. It will be responsible for setting priorities and implementing the Company’s strategic activities in the areas of climate risks and opportunities, environmental protection, social and human capital development and sustainable development management.

The committee consists of Kernel’s CEO Yevhen Osypov, independent director Mykhailo Mishov and non-executive director Dariia Danylchuk, who was elected as the chairwoman of the committee. The secretary is Marta Trofimova, Kernel’s sustainability manager.

Among the main tasks to be performed by the new committee are the following:

1. Overseeing the effectiveness of the corporate sustainability function of the Company and the Group.

2. Advising the Board of Directors on ensuring that ESG principles and aspects of climate corporate governance are implemented in the Group’s strategy, business objectives and all business operations.

3. Advising the Board of Directors on key ESG and climate corporate governance trends in the areas of public policy, legislation and capital markets of new opportunities.

4. Providing recommendations on new business opportunities, associated with ESG and climate agenda, in international markets and strategic directions of the Group’s development.

“Despite the difficulties of wartime, Kernel continues to adhere to the defined priorities of the business. The establishment of the Sustainability Committee is an important milestone in the development of our climate corporate governance system and the integration of sustainability principles into our operations, which have been and remain an integral part of Kernel’s business strategy. The fact that from now on, a separate supervisory body in the Board of Directors will support the development of the ESG strategy, which will include the tasks and goals of the climate agenda, as well as take care of its implementation, is another proof of our readiness not only to cope with the challenges of the present, but also to continue investing in the future,” said Yevhen Osypov, CEO of Kernel.

The development of Kernel’s sustainability function touches upon many areas of the company’s activities. Fulfilment of the undertaken commitments, as well as the implementation of new business opportunities in this area is realised through the involvement of all segments of the Group in the relevant initiatives. In particular, these are initiatives related to defining the role of Kernel in achieving the Global Sustainable Development Goals and the goals of the Paris Agreement.  At the same time, the company is constantly improving internal accounting systems for ESG indicators, working on building a climate risk management system, improving non-financial reporting in accordance with international standards, etc. The creation of a specialised sustainability committee at Kernel is a significant governance step towards the implementation of these processes.

Kernel Holding S.A. (hereinafter “the Company”) hereby announces that the Company received on 2 December 2021 a notification pursuant to Art. 70 point 1 in connection with Art. 69 of the Act of 29 July 2005 on public offerings, conditions governing the introduction of financial instruments to the organized trading system, and public companies (hereinafter “the Act on Public Offerings”) and Art. 19 of the Market Abuse Regulation, informing that Namsen Limited, a legal entity directly controlled by Andrii Verevskyi, a chairman of the Board of Directors of the Company, acquired during 30 November – 2 December 2021 a total of 100,000 shares in Kernel Holding S.A. at an average price of 59.75 PLN per share.

As of 2 December 2021, Namsen Limited holds 33,003,278 shares in the Company representing 39.28% of the share capital and entitling to 33,003,278 votes at the Company’s General Meeting of Shareholders, representing 40.84% of the total number of votes.

Before the acquisition, Namsen Limited held 32,903,278 shares, representing 39.16% of the share capital of the Company and 40.72% of the total number of votes.

The Company hereby announces that none subsidiary of Namsen Limited holds the Company’s shares.

The Company hereby announces that there are no persons referred to in Art. 87 par. 1 point 3 letter c. of the Act on Public Offerings.

Kernel denies the information about the “seizure” of Agrodim’s assets, spread by a number of mass media.

Kernel has never been and is not now a controlling shareholder of the abovementioned farm enterprise. In 2019, mother of the deceased Davydenko V. M. being a sole owner of Agrodim Farm Enterprise sold 75% of its shares. Kernel acquired 24% of the shares, while providing a loan in the amount of USD 11 million to this enterprise and company related to Agrodim. In case of loan repayment, Kernel was obliged to sell its share in Agrodim back to the initial seller.

In 2020, Agrodim defaulted on interest payments, which allowed Kernel to claim the early repayment of the loan. Such circumstances also resulted in the termination of Kernel’s obligation to sell the stake in Agrodim back to Davydenko’s mother.

Kernel acted exclusively within the framework of legally binding documents governing the provision of credit, and in compliance with all applicable laws.

On January 15, the Luxembourg District Court for Commercial Matters rejected Mykhailo Stadnyk’s petition to initiate bankruptcy proceedings against Kernel Holding. No valid reason for was identified by the court.

As previously disclosed by the Kernel Holding S.A. (“Kernel Holding”) since 2012, it has been involved in continued disputes with Mr.Stadnyk, his former spouse and certain entities controlled by them (collectively, the “Stiomi Sellers”) in connection with the acquisition of LLC Stiomi Holding (“Stiomi Holding”), a farming company located in the Khmelnytskyi region of Ukraine. In April 2012, Kernel Holding and some other buyers (collectively, the “Stiomi Buyers”) entered into master purchase agreement to acquire Stiomi Holding from the Stiomi Sellers, and as of 30 June 2018, the consideration paid for Stiomi Holding by the Stiomi Buyers amounted to US$24 million. A final payment was due and payable only after fulfilment of certain conditions to the satisfaction of the Stiomi Buyers and subject to rights of set-off in respect of claims against the Stiomi Sellers. The Stiomi Buyers submitted several claims to the Stiomi Sellers in respect of the non-fulfilment of the Stiomi Sellers’ obligations. In December 2012, the Kernel Holding received a request for arbitration from the Stiomi Sellers in which the Stiomi Sellers claimed amounts alleged to be payable to them.

In February 2018, the arbitral tribunal delivered its award, which was partly challenged by the Stiomi Buyers in the High Court in London. Attachment orders were obtained by the Stiomi Sellers in Switzerland, but were ultimately dismissed by the Geneva Court of Appeal.

In March 2019, the High Court in London remitted the award to the tribunal for reconsideration in certain respects and a further hearing took place before the tribunal in September 2019. The tribunal’s revised award, which was delivered in December 2019, required the Stiomi Buyers to pay an aggregate amount of approximately US$30.3 million to the Stiomi Sellers.

New attachment orders were obtained by the Stiomi Sellers in Switzerland against assets owned by Kernel Holding and some of its subsidiaries and joint ventures. The attachments on assets of the subsidiaries and joint ventures were considered unlawful and lifted. The other ones are still in place today.

Kernel Holding has continually recognised a provision in its balance sheet regarding the arbitral award and the related proceedings since 30 June 2018. The provision represents the management’s best estimate of the maximum future outflow that will be required in respect of the award. The carrying amount of the payables for legal claims was approximately US$34.6 million as of 30 September 2020.

Kernel Holding has been prevented from paying the arbitral award by actions of third parties. In particular, former counsel to the Stiomi Sellers has obtained an attachment order in Luxembourg against the Stiomi Sellers, which prevents Kernel from paying any amounts whatsoever to the Stiomi Sellers until the attachment order is lifted. In addition, a third party brought claims asserting that the former spouse of Mr Stadnyk assigned her claims to such party, which Mr. Stadnyk disputes. Due to these conflicting claims and proceedings, Kernel Holding has been unable to date to discharge its payment obligations in respect of the arbitral award to the Stiomi Sellers, pending the resolution of these issues.

As a result of these contradicting claims, in March 2020, Kernel Holding has requested Swiss courts to authorize full discharge of the amounts due under the revised award on the court’s bank account. To the best of Kernel Holding’s knowledge, although the Stiomi Sellers are challenging this request, they claim that Kernel Holding is trying to escape payment. This allegation is obviously contradicted by Kernel Holding’s application to be authorized to pay.

On 16 December 2020, Mr. Stadnyk initiated proceedings in Luxembourg District court in commercial matters, petitioning for bankruptcy of Kernel Holding S.A. An initial hearing in this matter is scheduled for 8 January 2021.

By doing so, Mr. Stadnyk plainly ignores the attachment order rendered in Luxembourg prohibiting Kernel Holding to pay any amount whatsoever to the Stiomi Sellers.

Mr. Stadnyk also overlooks the pending discharge authorization request pending in Switzerland whose purpose is to pay the full amount due while avoiding the risk to pay twice the same amounts claimed by different alleged creditors.

Pursuant to Luxembourg law, a company is considered bankrupt when both of the following conditions are proven to the court: (i) it can no longer pay its debts (“le commerçant qui cesse ses paiements”); and (ii) it has no possibility to raise additional loans (“le commerçant dont le crédit se trouve ébranlé”). Kernel Holding satisfies neither of these tests. Kernel Holding and its subsidiaries (collectively, “the Group”) have a strong liquidity position, with cash on hand and operating cash flows providing ample sources of liquidity for ongoing debt service. As of 18 December 2020, Group had US$ 266 million of cash on accounts. In addition, the Group has access to a number of new sources of funding both from international banks and from capital markets, as demonstrated most recently by its successful placement of US$300 million 6.75% Eurobonds. As such, the Kernel Holding considers the petition submitted by Mr. Stadnyk frivolous and flagrantly vexatious and intends to seek a dismissal of the case by the Luxembourg District court as promptly as possible, as well as damages for the prejudice caused by Mr. Stadnyk’s actions.

Kernel has joined the world’s largest corporate sustainability initiative – United Nations Global Compact. The participation in the project will enable Kernel to exchange the best practices and join its efforts with other companies all over the world.

«Sustainability is not just a trend, but also an integral part of corporate culture of any big business. Kernel’s global goal is social advancement through investing into social, economic and ecological spheres. Our company produces goods of the best quality at the lowest energy and resources consumption levels, maintaining the international standards. We are one of the biggest tax payers, a reliable participant of local communities development in the regions of our operation and one of the best and most responsible employers, which is confirmed by annual independent ratings», –  Ievgen Osypov, Kernel CEO commented on.

During the last marketing year Kernel has reached the record low energy consumption volumes per ton of sunflower seed processed, and also the lowest in history energy consumption figures per ton of grain grown. The company has reduced direct GHG emissions and put into operation the first co-generation heat and power station. The company will allocate USD 170 million to implement alternative energy projects by 2021.  However, Kernel is not just applying innovative agriproduction technologies, minimizing its environmental impact, but it is also instilling sustainable development culture within business environment, widely sharing its expertise and experience with other market players.

«United Nations Global Compact Network Ukraine secured support from Kernel as one of the biggest representatives of national business. Jointly we’ll be accomplishing the goals on human rights, environmental protection and anti-corruption. We’ll demonstrate to business community by our personal example how to keep committed to the principles of sustainable development», –  Tetyana Sakharuk, United Nations Global Compact Network Ukraine CEO pointed out.

Early in 2020 Kernel became the leader of the first Ukrainian business corporate sustainability rating called “Sustainable Ukraine”. The rating assesses and compares the quality of corporate management system within the companies, their ability to ensure sustainable development of business and country in the whole, and also their positive impact on society. According to the assessment of Experts Committee the company received a very high AA grade for corporate sustainability.

Kernel has participated in the conference arranged by the United Nations Fund for Population Activities in Ukraine – UNFPA Ukraine and Center for Corporate Social Responsibility Development.  Nataliia Kulchytska, Head of Kernel HR Department has signed the Declaration for Gender Equality and Prevention of Domestic Violence in online forum.

The Declaration ensures meeting the following goals by 2025:

1. To mainstream gender-sensitive approaches in the work of the company, create conditions for decent work and equal employment

2. To contribute to the  prevention of domestic violence and establishing zero-tolerance to all its forms

3. To develop and encourage cooperation to empower women’s rights and gender equality.

“It is not only the economic effect that matters for Kernel. First of all we are focused on what type of company we are building and what business environment we are creating. Equal opportunities and cultural diversity are important components of our corporate culture. The policy of equal opportunities and cultural diversity we are committed to in our company provides for the equal legal status and opportunities of its implementation for both men and women. It allows our employees, despite of their sex, be free to take advantage of their skills. Wage rate, career advancement, flexible work schedule for the employees having children, and making decisions on management team appointments in our company do not depend on gender. Signing the Declaration is one more important step for us on the way of development of existing initiatives aimed at the prevention of any discrimination and creation of equal rights and opportunities for all employees. I hope that in cooperation with other companies who signed the Declaration we will be able to share our experience and achievements in fostering gender equality principles in order to have more opportunities for everyone in our country”, – Nataliia Kulchytska stated.

Namsen Limited, a legal entity directly controlled by Andrii Verevskyi, a Chairman of the Board of Directors of Kernel Holding S.A. (hereinafter «the Company»), acquired during 6 March 2020 a total of 70,000 shares in Kernel Holding S.A. at an average price of 42.00 PLN per share.

As of 6 March 2020, Namsen Limited holds 32,903,278 shares in the Company representing 39.16% of the share capital and entitling to 32,903,278 votes at the Company’s General Meeting of Shareholders, equal to 39.16% of the total number of votes.

Before the acquisition, Namsen Limited held 32,833,278 shares, representing 39.07% of the share capital of the Company.

The Company hereby announces that none subsidiary of Namsen Limited holds the Company’s shares.

Namsen Limited, a legal entity directly controlled by Andrii Verevskyi, a Chairman of the Board of Directors of Kernel Holding S.A. (hereinafter «the Company»), acquired during 28 February – 3 March 2020 a total of 79,605 shares in Kernel Holding S.A. at an average price of 42.51 PLN per share.

As of 3 March 2020, Namsen Limited holds 32,833,278 shares in the Company representing 39.07% of the share capital and entitling to 32,833,278 votes at the Company’s General Meeting of Shareholders, equal to 39.07% of the total number of votes.

Before the acquisition, Namsen Limited held 32,753,673 shares, representing 38.98% of the share capital of the Company.

The Company hereby announces that none subsidiary of Namsen Limited holds the Company’s shares.

Kernel is among TOP-3 winners of «Sustainable Ukraine» rating of corporate sustainability business in Ukraine. According to the evaluation of expert commission Kernel is assigned AA level, that is «Very high level of corporate sustainability».

«Sustainable Ukraine» Project, initiated by Premier Business Consulting & Communications Company, is designated to assess and compare the quality of corporate governance within companies, their ability to ensure sustainable development of business and country in the whole, as well as to make positive impact on society. During comprehensive research the expert commission has conducted the assessment of Ukrainian business in a few areas at a time. Kernel became one of absolute leaders in most of them. Most notable results were achieved in such areas as corporate governance, finance and economics, ecological and social development.

«Sustainable Ukraine» rating sets a new stage in the development of responsible business conduct in Ukraine. It is a supplementary tool, allowing to assess the level of conformance of the company to international standards and sustainable development requirements», – Yevgen Osypov, Kernel CEO comments. – «Kernel is not only the leader of Ukrainian agribusiness; it is the standard-bearer among all national companies for a long time. It’s supported by a number of key highlights, independent evaluations and ratings.

Thus, we realize our role in the formation of business conduct culture in Ukraine. Besides the fact that Kernel is an example of creation of sustainable, responsible and highly efficient company, we willingly accept responsibilities beyond those provided by current legislation, namely, tax payment. Our social initiatives are equally aimed at both corporate support of the Company’s employees and solving urgent social problems in the regions of Kernel operations. Sustainable development and social responsibility principles are declared at Kernel Corporate Code and include minimization of energy resources usage, careful soil tillage, strict product quality control, also ensuring safe and healthy working environment for the employees, providing broad options for professional training and career development».

On the basis of 2019 results, «Sustainable Ukraine» rating included the companies which are among 250 the major taxpayers of Ukraine. For example, high level of corporate sustainability, besides Kernel, was also assigned to such companies as Energoatom, Ukrhydroenergo, Coca Cola Ukraine, Metinvest, DTEK and others.

Since now it is decided to arrange such assessment of Ukrainian business key player’s growth dynamics on annual basis. The rating has a global aim – to boost positive changes within business environment, and therefore within the whole country. It is also committed to increase competitiveness and attractiveness of socially responsible business conduct.

Let us remember, that in 2019 Kernel was named the Best Employer among Ukrainian agri companies. It also entered the TOP-20 most socially responsible businesses in Ukraine. Moreover, Kernel Charity Fund «Together with Kernel» won the first prize in the national contest «Charitable Ukraine».

Namsen Limited, a legal entity directly controlled by Andrii Verevskyi, a Chairman of the Board of Directors of Kernel Holding S.A. (hereinafter «the Company»), acquired during 3 – 7 October 2019 a total of 36,898 shares in Kernel Holding S.A. at an average price of 42.74 PLN per share.

As of 9 October 2019, Namsen Limited holds 32,753,673 shares in the Company representing 39.97% of the share capital and entitling to 32,753,673 votes at the Company’s General Meeting of Shareholders, equal to 39.97% of the total number of votes.

Before the acquisition, Namsen Limited held 32,716,775 shares, representing 39.93% of the share capital of the Company.

The Company hereby announces that none subsidiary of Namsen Limited holds the Company’s shares.

Kernel Holding S.A. (herein “the Company”) is pleased to announce that the Company attracted project financing arranged by the European Bank for Reconstruction and Development (“EBRD”). The financing of up to US$ 56 million will consist of EBRD loan of US$ 48 million and a US$ 8 million loan from the Clean Technology Fund (CTF), with tenor of the loans being 8 years. Financing will be used by the Company to upgrade the existing oilseed processing plants in the Poltava, Odessa, Mykolaiv and Kharkiv regions of Ukraine with biomass co-generation power plants.

Kernel Holding S.A. (herein “Kernel”) is pleased to announce that one of its subsidiaries acquired a 5.85% interest in ViOil Holding Ltd (herein “ViOil”) – a holding entity controlling two multiseed oil-extraction plants with annual crushing capacity of 1.1 million tons of sunflower seeds and a network of silos in Western Ukraine. As part of the transaction, Kernel entered into a customary shareholder agreement in relation to ViOil with its existing shareholders.

Kernel Holding S.A. (herein “the Company”) is pleased to announce that the investment fund owned by the Company acquired 100% interest in Rail Transit Kargo Ukraine LLC (herein “RTK-Ukraine”) for the enterprise value of US$ 64 million. Adjusted for working capital and net debt, Company paid US$ 49 million in cash at completion while the remaining balance shall be released upon the achievement of certain conditions.

RTK-Ukraine is the owner of 2,949 grain railcars accounting for nearly 15% of the market and making it the second largest grain hopper wagon fleet operator in the country after the state monopoly Ukrainian Railways. The acquisition shall not only contribute an estimated incremental EBITDA of up to US$ 20 million annually and protect the Company against ever rising logistic costs, but it shall also procure the smooth and efficient flow of grains from inland silos to the ports as Company’s export volumes increase following the commissioning of TransGrainTerminal in the port of Chornomorsk.

Kernel confidently challenges stereotypes about the impossibility to run both efficient and honest business in Ukraine. Following a series of inspections and having confirmed the status of a transparent company, Kernel has joined the UNIC (The Ukrainian Network of Integrity and Compliance), a new initiative for business which seeks to work ethically and responsibly.

We started preparing for this important step in 2015, when the Corporate Code of Conduct was approved and the Conflict of Interest and Counteracting Fraud and Corruption Policy (CICFCP) was introduced in Kernel. Since 2017, measures have been taken to strengthen the Compliance Program, which was substantially updated and expanded in 2018 in terms of anti-corruption controls. We manage to achieve remarkable changes in this direction during this relatively short period. This is evidenced by the findings of external international auditors, which confirm the high level of implementation of international compliance requirements in the Company.

“Counteracting corruption and any other similar manifestations is a long-term systematic process Kernel’s spends much time and pays attention to. The compliant function appearance allowed us to work more efficiently and contributed to the strengthening of the atmosphere of trust and transparency. By incorporating compliance measures into operational processes we not only minimized risks but also introduced the proper culture of doing business for partners and counterparties. Moreover, we not only technically follow the external requirements but also communicate to the public our message on the support of international and national anti-corruption initiatives as well as create anti-corruption ideology”, says Olena Dubovska, Kernel’s Compliance Manager.

Kernel had no problems with the compliance with the conditions for joining the Ukrainian Network of Integrity and Compliance since the Company’s management always focused on the anti-corruption program, and transparent business has always been a philosophy the company respected in all areas of work. Being one of the leaders in the agrarian sector, Kernel is not only an example to other market participants but also assumes responsibility of transforming outdated anti-corruption approaches into effective rules of fair play.

“We fully share the UNIC’s principles and are proud to be a part of this organization. This is an excellent platform for advancing the idea of responsible business and implementing the standards of integrity declared by world practices. By active participation in the activity and promotion of the Network principles, business gets a number of advantages: business reputation is improved, competitiveness increases, the quality of relationships with partners improves, and high standards of entrepreneurship are confirmed. We strive to be the best in our business. Therefore, we do consider our membership in the UNIC as not as a tribute to fashion or the usual formality, but as a unique opportunity to improve our activities in terms of integrity and honesty”, – comments Olena Dubovska.

Despite the positive compliance audit outcomes and the tendency to reduce the number of abuses in the past marketing year, Kernel continues monitoring relationships both within the Company and with counterparties in terms of potential corruption risks. Consistency is a key to success.

Kernel exported record-breaking 4.4 million tons of soft commodities in the first half of the marketing year 2019, setting the historic maximum for all the years of the company’s operation. Compared to the same period last year, the export of Kernel’s business segments increased by 30%.

According to Stark Research, in July-December 2018 Kernel ranked first among Ukrainian exporters of oils, grains, and oilseeds, being almost twice ahead of COFCO and Bunge in the segment of sunflower oil export. The company plans to double its volumes by the end of the season and export 8 million tons of soft commodities in the marketing year 2018-19.

Kernel’s export of grain and oilseeds increased by 66% over July-December 2018, to 3.1 million tons. This excellent result was supported by record yields and harvest of spring crops in Ukraine, as well as by the efforts of our Procurement Department in originating strong grain volumes from third-party farmers. The company also maximized the transshipment volumes at its Transbulkterminal, as well as used third-party infrastructure – the largest in Ukraine grain export terminal TIS in the port of Yuzhnyi.

“Kernel has almost all markets opened to its products, but the split between countries and regions varies from year to year due to various factors. The top five importers of our grain during the first six months of the 2018-19 marketing year included the Netherlands, Spain, Kenya, China, and Indonesia. Export to the countries of East Africa and Southeast Asia, in particular, to the Philippines, have considerably increased. At the same time, problems with the level of water in the rivers of northern Europe have resulted in the temporary decrease in supplies to this key region for our company”, comments Oksana Karabin, Head of Grain Trading Department. “We are planning to keep the high pace and to double the result achieved in the first half of the marketing year by the end of the season. This is certainly an ambitious plan, while the search for demand on world markets and solving difficulties with the internal logistics will be the biggest challenges for us”.

A record-breaking harvest of sunflower has a positive effect on the sunflower oil production segment. Kernel has increased sales volumes by 8% this season: up to 777 thousand tons, with the growth driven by the export to Iraq, India, and China.  Kernel’s key partner in the Chinese market, Sinopharm Fortune Way Limited, which became the first importer of Ukrainian sunflower oil in the PRC about 10 years ago, recently awarded Kernel the title of Best Supplier.

“This season, we focused not only on changing the geography of export supplies, but also on moving away from FOB sales, where Kernel traditionally covered more than half of all multinational traders’ demand, and on managing the supply chain from the field to the final importer”, says Andrew Paladiy, Head of Sunflower Oil and Meal Trading Department. “At the same time, we combine Kernel’s many years of experience in Ukraine and the expertise of our trading company, AVERE COMMODITIES S.A., in the international market. This program started in September 2018 and during 5 months our companies have become leaders among the suppliers of sunflower oil on the key countries markets”.

At the end of December 2018, Kernel shipped 58,000 tons of sunflower meal to China: it was the largest meal consignment from one producer in the history of Ukraine, shipped from a one single port.

Information:

Kernel is the world’s largest producer and exporter of sunflower oil and a key supplier of agricultural products from the Black Sea region to world markets. Since 2007, the shares of the company are traded on the Warsaw Stock Exchange. In 2017, Kernel successfully debuted on the Eurobond market having placed five-year bonds worth USD 500 million at the rate of 8.75 % on the Irish Stock Exchange. Company employs more than 15 thousand people today.

Kernel’s share in the world sunflower oil production is about 8%.

The company sells its products to more than 60 world countries including India, Egypt, Turkey, and the EU countries among the key markets of destination.

Namsen Limited, a legal entity directly controlled by Andriy Verevskyy, a Chairman of the Board of Directors of Kernel Holding S.A. (hereinafter «the Company»), acquired on 29 November 2018 a total of 56,744 shares in Kernel Holding S.A. at an average price of 52.72 PLN per share.

As of 4 December 2018, Namsen Limited holds 32,716,775 shares in the Company representing 39.93% of the share capital and entitling to 32,716,775 votes at the Company’s General Meeting of Shareholders, equal to 39.93% of the total number of votes.

Before the acquisition, Namsen Limited held 32,660,031 shares, representing 39.86% of the share capital of the Company.

The Company hereby announces that none subsidiary of Namsen Limited holds the Company’s shares.

Namsen Limited, a legal entity directly controlled by Andriy Verevskyy, a Chairman of the Board of Directors of Kernel Holding S.A. (hereinafter «the Company»), acquired during 8 – 13 November 2018 a total of 178,186 shares in Kernel Holding S.A. at an average price of 51.36 PLN per share.

As of 13 November 2018, Namsen Limited holds 32,660,031 shares in the Company representing 39.86% of the share capital and entitling to 32,660,031 votes at the Company’s General Meeting of Shareholders, equal to 39.86% of the total number of votes.

Before the acquisition, Namsen Limited held 32,481,845 shares, representing 39.64% of the share capital of the Company.

The Company hereby announces that none subsidiary of Namsen Limited holds the Company’s shares.

Sanctions against Ukrainian companies and citizens imposed by the decree of the Government of the Russian Federation on 1 November 2018 will not impact Kernel’s operations and financial results. Via a joint venture, Kernel indirectly owns an interest in a legal entity domiciled in the Russian Federation, however Kernel has not been involved in the business activities on the territory of the Russian Federation for the past several years.

Namsen Limited, a legal entity directly controlled by Andriy Verevskyy, a Chairman of the Board of Directors of Kernel Holding S.A. (hereinafter «the Company»), acquired during 23 – 26 October 2018 a total of 137,441 shares in Kernel Holding S.A. at an average price of 49.66 PLN per share.

As of 27 October 2018, Namsen Limited holds 32,481,845 shares in the Company representing 39.64% of the share capital and entitling to 32,481,845 votes at the Company’s General Meeting of Shareholders, equal to 39.64% of the total number of votes.

Before the acquisition, Namsen Limited held 32,344,404 shares, representing 39.47% of the share capital of the Company.

The Company hereby announces that none subsidiary of Namsen Limited holds the Company’s shares.

The board of directors of Kernel Holding S.A. hereby announces that the dividend of USD 0.25 per share (twenty five US cents per share), which was approved on the general meeting of shareholders held on 11 December 2017, will be payable on 26 April 2018 (the “Payment Date”) to shareholders on the register at the close of business on 19 April 2018 (the “Record Date”). The dividend payment will be subject to deduction of Luxembourg withholding tax at a rate of 15%. Dividend will be paid in US dollars.

Kernel Holding S.A. (herein “the Company”) is pleased to announce that as of 22 February 2018, the Company has finalized the execution of pre-export credit facility with a syndicate of European banks. The two-and-a-half-year secured revolving facility with a limit of US$ 100 million will be used by the Company to fund the working capital needs of its grain export business in Ukraine.

Namsen Limited, a legal entity directly controlled by Andriy Verevskyy, a chairman of the Board of Directors of Kernel Holding S.A. (hereinafter «the Company»), acquired during 21 – 22 December 2017 a total of 302,434 shares the Company at an average price of 48.28 PLN per share.

As of 28 December 2017, Namsen Limited holds 32,344,404 shares in the Company representing 39.47% of the share capital and entitling to 32,344,404 votes at the Company’s General Meeting of Shareholders, equal to 39.47% of the total number of votes.

Before the acquisition, Namsen Limited held 32,041,970 shares, representing 39.10% of the share capital of the Company.

The Company hereby announces that none subsidiary of Namsen Limited holds the Company’s shares.

Kernel Holding S.A. informs that the annual general meeting of shareholders held on 11 December 2017 approved a dividend of USD 0.25 per share. The general meeting delegated to the Board of Directors to set up record and payment dates for dividends distribution.

In addition, the Company informs that its annual general meeting of shareholders approved the appointment of Mr. Yevgen Osypov as a Director of the Company, effective immediately. Yevgen Osypov joined Kernel in 2013 in the position of Head of Agribusiness.

Namsen Limited, a legal entity directly controlled by Andriy Verevskyy, a chairman of the Board of Directors of Kernel Holding S.A. (hereinafter «the Company»), acquired during 29 November – 1 December 2017 a total of 587,175 shares the Company at an average price of 47.70 PLN per share.

As of 1 December 2017, Namsen Limited holds 32,041,970 shares in the Company representing 39.10% of the share capital and entitling to 32,041,970 votes at the Company’s General Meeting of Shareholders, equal to 39.10% of the total number of votes.

Before the acquisition, Namsen Limited held 31,454,795 shares, representing 38.39% of the share capital of the Company.

The Company hereby announces that none subsidiary of Namsen Limited holds the Company’s shares.

Namsen Limited, a legal entity directly controlled by Andriy Verevskyy, a chairman of the Board of Directors of Kernel Holding S.A. (hereinafter «the Company»), acquired during 23 – 25 October 2017 a total of 208,917 shares the Company at an average price of 48.68 PLN per share.

As of 26 October 2017, Namsen Limited holds 31,454,795 shares in the Company representing 38.39% of the share capital and entitling to 31,454,795 votes at the Company’s General Meeting of Shareholders, equal to 38.39% of the total number of votes.

Before the acquisition, Namsen Limited held 31,245,878 shares, representing 38.13% of the share capital of the Company.

The Company hereby announces that none subsidiary of Namsen Limited holds the Company’s shares.

Kernel Holding S.A. (herein «the Company») is pleased to announce that as of 16 October 2017, the Company entered into pre-export credit facility with a syndicate of European banks. The three-year secured revolving facility with a limit of US$ 200 million will be used by the Company to fund the working capital needs of its sunflower oil production business in Ukraine.

Kernel, world’s leading producer and exporter of sunflower oil, intends to expand its crushing capacity by constructing the largest and the most efficient multi-seed processing plant in Ukraine. The construction site is in the western part of the country, near Starokonstiantyniv in Khmelnytskyi region, next door to Kernel’s silo. The installed processing capacity of the plant will be 1 million ton of sunflower seeds per year with investments of around USD 130 million. The project will be financed from the Eurobond proceeds raised in 2017. The commissioning of the plant is scheduled for 2020.

“Western Ukraine has a significant potential to increase sunflower seed production”, – said Yuriy Pugach, the Operations Director at Kernel. “Historically it was a region with low production of sunflower as crushing capacities are predominately located in the south-eastern and central parts of the country and high delivery cost prohibited long-distance transportation due to low density of the seeds.  The sunflower seed has been the most profitable crop for farmers in Ukraine for the past 10 consecutive years, especially now when record high profitability of sunflower seed production drives the expansion of acreage. Following that trend, Western Ukraine demonstrates rapid growth of sunflower seed production during recent years, but the share of the acreage under sunflower is still much below the Ukrainian average leaving headroom for future expansion. Climate conditions in the region are favorable for oilseed production, with sunflower yields in the Khmelnytskyi region reaching 3.5-4.0 tons per hectare, while Ukrainian  average is 1.5-2.0 tons per hectare. Commissioning  of the new crushing plant in the proximity to emerging sunflower belt shall substantially reduce the transportation costs benefiting to local farmers.”

With the acquisition of Ukrainian Agrarian Investments (UAI) and Agro Invest Ukraine, Kernel completes the farmland bank expansion strategy announced last year. In June the company completed the acquisition of UAI with more than 190,000 hectares of leasehold farmland and approximately 200,000 tons of grain storage capacity under management, and in July Kernel acquired Agro Invest Ukraine, which operates more than 170,000 tons of grain storage capacity and over 27,500 hectares of leasehold farmland.

“Acquisition of those assets completes our land bank expansion strategy”, – commented Evgeniy Osipov, Director of Agribusiness in Kernel. “UAI manages onе of the largest prime quality farmland banks in Ukraine located in the proximity to Kernel’s existing operations. With respect to the acquisition of Agro Invest Ukraine our main target was world-class grain storage infrastructure which complemented the recent expansion of our farmland bank in the region. We added over 170,000 tons of modern grain silos, saving 2 years to construct the similar infrastructure from scratch. Today, we focus on the integration of acquired assets to uplift the operational efficiency and productivity levels to Kernel’s high standard” – added Osipov

Kernel Holding S.A. (herein the «Company») is pleased to announce that one of its subsidiaries has completed an acquisition of 100% interest in a farming business that manages more than 27,500 hectares of leasehold farmland and over 170,000 tons of grain storage capacity.

Total consideration of US$43.3 million has been paid in cash for the 100% interest in the business, which has a positive net working capital less net debt in excess of US$4 million.

The deal has been approved by the Antimonopoly Committee of Ukraine in May 2017.

Kernel Holding S.A. (herein “the Company”) is pleased to announce that it has completed an acquisition of the remaining 7.9% interest in a farming business announced on 2 June 2017, bringing its total ownership to 100%.

Kernel Holding S.A. (herein “the Company”) is pleased to announce that it has completed an acquisition of 92.1% interest in a farming business that manages more than 190,000 hectares of leasehold farmland and approximately 200,000 tons of grain storage capacity. The Company expects to complete the acquisition of the remaining 7.9% interest prior to 1 July 2017.
The Company will pay US$155 million in cash for the 100% interest in the business, which has a positive net working capital less net debt in excess of USD$30 million.
The deal has been approved by the Antimonopoly Committee of Ukraine in May 2017.

Kernel Holding S.A. informs that the Condensed Consolidated Interim Financial Statements for the 3 months ended 31 March 2017 are published and available on the Company’s web-site under Investor Relations/Financial Reports: Q3 FY2017 Report

Due to the wide discussion in the Ukrainian mass media and the frequent requests of journalists asking the Company whether the lifting of the moratorium on the sale of agricultural land is appropriate, we inform of Kernel’s position on this issue.

Ukraine has a great potential for agricultural development. In order to compete in the global markets with the USA and the Latin American countries, the Ukrainian agrarian sector needs a strategically correct fundamental land reform that will enable to raise investments amounting to billions of dollars, and will contribute to the development of the country’s economy. In addition, the reform should equally take into account the interests of about 7 million owners of agricultural land.

The statement of Prime Minister of Ukraine Vladimir Groysman on granting the right to purchase land of up to 200 hectares exclusively to individuals is merely a political step and has nothing in common with the real reform. Firstly, most of individuals in Ukraine unfortunately do not have financial possibilities and other resources to purchase and cultivate land. This means that the owners of land shares will not receive a real value for such shares upon sale due to lack of demand. On the other hand, the activities that cannot be economically successful with a land bank of 200 hectares form the basis of the Ukrainian agrarian sector. Furthermore, the market of individuals will promote the development of shadow schemes for buying up land and further prosperity of corruption.

In our opinion, the Government and Parliament are not ready to take a constructive decision now. Given such circumstances, we consider it appropriate not to lift the moratorium until a well-reasoned consolidated position of the authorities is developed, taking into account the interests of land owners and the economy of Ukraine. Taking of wrong short-sighted decisions will result in the irreversible negative consequences that cannot be eliminated in the future.

The board of directors of Kernel Holding S.A. hereby announces that the dividend of USD 0.25 per share (twenty five US cents per share) which was approved on the general meeting of shareholders held on 12 December 2016 will be payable on 27 April 2017 (the “Payment Date”) to shareholders on the register at the close of business on 20 April 2017 (the “Record Date”). The dividend payment will be subject to deduction of Luxembourg withholding tax at a rate of 15%. Dividend will be paid in US dollars.

Kernel Holdings S.A., a diversified agribusiness company with principal operations in Ukraine and 88% of adjusted EBITDA derived from all FX-denominated exports over the past 5 years, has announced that it has priced USD 500,000,000 aggregate principal amount of 8.75% Notes due 31 January 2022 (the “Notes”). The Notes are, expected to be rated B+ by Fitch, and B by S&P, two and one notches above Ukrainian sovereign respectively.

Kernel Holding S.A. informs that it has received a notification from TFI PZU SA with its registered office in Warsaw, Poland, acting for and on behalf of investment funds under management:

PZU Fundusz Inwestycyjny Otwarty Parasolowy,
PZU Specjalistyczny Fundusz Inwestycyjny Otwarty Globalnych Inwestycji,
PZU Specjalistyczny Fundusz Inwestycyjny Otwarty Universum,
PZU Fundusz Inwestycyjny Zamkniety Akcji Focus,
PZU Fundusz Inwestycyjny Zamkniety Dynamiczny,
hereinafter referred to as the “TFI PZU Funds”, regarding the acquisition of shares in Kernel Holding S.A.

Pursuant to the provisions of Art. 69 Section 1 Clause 1 of the Act of July 29, 2005 on public offerings and the conditions for introducing financial instruments to an organized trading system and on public companies, TFI PZU Funds notified that it had acquired 85,024 shares in Kernel Holding S.A., as a result of which it had crossed on 20 January 2017 the threshold of 10% of the overall number of votes at the general shareholders’ meeting of the Company.

As of 20 January 2017, TFI PZU Funds hold 8,151,113 shares in the Company, representing 10.10% of the share capital and entitling it to 8,151,113 votes at the Company’s general shareholders’ meeting, equal to 10.10% of the total number of votes.

Before the acquisition and as per TFI PZU Funds previous notification received on 20 June 2016, TFI PZU Funds held 4,119,128 shares in the Company, representing 5.17% of the share capital of the company.

Kernel Holding S.A. is announcing that it will hold a Global Investor Call on Monday 23rd January 2017, at 12:30 GMT / 14:30 Kyiv time as part of the roadshow for its proposed Eurobond issuance. Dial in available on Company’s website under

Kernel Holdings S.A., a diversified agribusiness company with principal operations in Ukraine and 88% of adjusted EBITDA derived from all FX-denominated exports over the past 5 years, has announced a series of fixed income investor meetings in Europe and the US with respect to a potential inaugural USD-denominated Reg S / 144A 5-year fixed-rate benchmark notes offering. The notes are expected to be rated B+ by Fitch and B by S&P, two and one notches above Ukrainian sovereign, respectively.

Disclaimer

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy securities to any person in the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful, and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. The securities referred to herein may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the “Securities Act”), or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the securities in the United States.

This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as relevant persons). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

This announcement is not an advertisement of securities in Ukraine, and is not an offer or invitation to, or solicitation of, any such circulation, distribution, placement, sale, purchase or other transfer of the securities in the territory of Ukraine. It is not intended to be and must not be publicly distributed in or into Ukraine.

Kernel Holding S.A. is pleased to publish the Operations Update for three months ended 31 December 2016, available under the following link: Q2 FY2017 Operations Update.

Kernel Holding S.A. informs that the annual general meeting of shareholders held on 12 December 2016 approved a dividend of USD 0.25 per share. The general meeting delegated to the Board of Directors to set up record and payment dates for dividends distribution.

In addition, the Company informs that its annual general meeting of shareholders approved the appointment of Mrs. Nathalie Bachich as Non-executive Director, effective immediately. Mrs. Bachich has over 15 years of financial advisory services experience working in leading European financial institutions covering Western Europe, Asia and Central & Eastern Europe. Mrs. Bachich is British and is a graduate of St Catherine’s College, Oxford.

Furthermore, all the resolutions of the annual general meetings of shareholders were adopted substantially in the wording as proposed in current report No 32/2016 published on 11 November 2016. For further information please see:

Resolutions adopted at the annual general meeting of shareholders of Kernel Holding S.A. held on 12 December 2016.
List of shareholders holding at least 5% of total votes at the annual general meeting held on 12 December 2016.
Information about reappointment of the independent auditor.

Kernel Holding S.A. informs that the Condensed Consolidated Interim Financial Statements for the 3 months ended 30 September 2016 are published and available on the Company’s web-site under Investor Relations/Financial Reports: Q1 FY2017 Report.

Kernel Holding S.A. is announcing that it will report its Condensed Consolidated Interim Financial Statements for the 3 months ended 30 September 2016 on Wednesday, 30 November 2016, prior to market opening. Management will hold a conference call at 14:00 UK time on the date of publication. Dial in available on the Company’s website under: https://www.kernel.ua/en/calendar/

On 17 November 2016 Fitch Ratings upgraded Long-Term Local Currency IDR of Kernel Holding S.A. to ‘B’, one notch above the Sovereign, reflecting Kernel’s export-oriented business model and limited reliance on Ukrainian banking system.

In addition, Kernel’s Long-Term Foreign Currency IDR remains constrained by Ukraine’s Country Ceiling of ‘B-’.

Fitch also affirms Kernel’s National Long-Term Rating at ‘AA+ (ukr)’, with a ‘Stable’ National rating Outlook.

For a full text of the press release related to the rating update, please refer to the following link: Fitch Upgrades Ukraine’s Kernel on Sovereign Action. The definition of capitalized terms and applicable research criteria can be accessed at Fitch’s Corporate Rating Methodology.

We hereby give you notice of the

ANNUAL GENERAL MEETING OF SHAREHOLDERS

to be held on 12 December 2016 at 3.00 p.m. CET at the registered office of the Company, at 19, rue de Bitbourg, L-1273 Luxembourg, with the following agenda:

AGENDA

Presentation and approval of the management report of the board of directors and the report of the independent auditor of the Company;
Approval of the Consolidated Financial Statements of the Company for the financial year ended on 30 June 2016;
Approval of the Parent Company’s Annual Accounts (unconsolidated) for the financial year ended on 30 June 2016;
Approval of the dividend for the financial year ended on 30 June 2016;
Granting discharge to the directors of the Company;
Renewal of the mandate of Andrzej Danilczuk as independent director of the board of directors of the Company;
Acknowledgment of the resignation of Ton Schurink as independent director of the board of directors of the Company with effect of 9 November 2016;
Statutory election of Nathalie Bachich as new independent director of the board of directors of the Company;
Renewal of the mandate of Sergei Shibaev as independent director of the board of directors of the Company;
Renewal of the mandate of Anastasiia Usachova as director of the board of directors of the Company;
Renewal of the mandate of Viktoriia Lukianenko as director of the board of directors of the Company;
Renewal of the mandate of Yuriy Kovalchuk as director of the board of directors of the Company;
Renewal of the mandate of Kostiantyn Lytvynskyi as director of the board of directors of the Company;
Approval of the remuneration of independent directors of the board of directors of the Company;
Approval of the remuneration of executive directors of the board of directors of the Company;
Granting discharge to the independent auditor of the Company for the financial year ended on 30 June 2016; and
Renewal of the mandate of Deloitte Audit, a société à responsabilité limitée, having its registered office at 560, rue du Neudorf, L-2220 Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B 67 895, as independent auditor of the Company in respect to the audit of the consolidated and unconsolidated annual accounts of the Company for a one-year term mandate, which shall terminate on the date of the annual general meeting of shareholders to be held in 2017.
* * *

IMPORTANT INFORMATION FOR PARTICIPATING IN THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

This information has been prepared to indicate the steps that should be taken by the shareholders in order to participate in the general meeting of shareholders. This document should be read in conjunction with the Company’s articles of association and applicable provisions of Luxembourg law.

The Company’s issued share capital is set at two million one hundred four thousand one hundred twenty US dollars and eleven cents (USD 2,104,120.11.-), consisting of seventy nine million six hundred eighty three thousand four hundred and ten (79,683,410) shares without indication of a nominal value. Each share entitles the holder thereof to one vote.

Right to participate at the annual general meeting and/or extraordinary general meeting of shareholders

As indicated in the notice published on 11 November 2016 on the website of the Warsaw Stock Exchange (http://www.gpw.pl/karta_spolki_en/LU0327357389/#espi_reports) and the website of the Company (www.kernel.ua) as well as filed with the Luxembourg Trade and Companies’ Register and published on the Recueil électronique des sociétés et associations and in the Luxembourg newspaper “Tageblatt” or “Luxemburger Wort” any shareholder who holds one or more shares of the Company on 28 November 2016 at 12:00 a.m. (the “Record Date”) shall be admitted to the annual general meeting and/or extraordinary general meeting of shareholders.

Shareholders who wish to participate in person, or via proxy, or via voting form at the annual general meeting and/or extraordinary general meeting of shareholders should notify the Company and the operator or depository or sub-depository of their intention to participate by returning the participation form to the Company to Kernel Holding S.A., 19, rue de Bitbourg, L-1273 Luxembourg, or by fax to +352.27.44.93.80, or by e-mail to [email protected], and to the operator or depository or sub-depository no later than 28 November 2016 at 12:00 a.m.. Shareholders shall provide the Company with the relevant documentation evidencing their ownership (such as depositary certificates issued by financial institutions, custodian banks and investment brokers maintaining securities account) of the shares no later than 8 December 2016 at 12:00 p.m..

Shareholders whose shares are held through the operator of a securities settlement system or with a professional depository or sub-depository designated by such depository and who wish to vote via the electronic system in relation to the annual general meeting and/or extraordinary general meeting of shareholders must give voting instructions to the chairman of the annual general meeting and/or extraordinary general meeting of shareholders, via the electronic system of the operator of a securities settlement system or with a professional depository or sub-depository designated by such depository. The operator of a securities settlement system or a professional depository or sub-depository designated by such depository must, prior to the annual general meeting and/or extraordinary general meeting of shareholders, provide (i) a spreadsheet of the voting instructions in relation to the votes cast including a proxy to the chairman of the annual general meeting and/or extraordinary general meeting of shareholders for each of the annual general meeting and extraordinary general meeting of shareholders, to be returned to the Company prior to the date of the annual general meeting and/or extraordinary general meeting of shareholders; (ii) a certificate certifying the number of shares recorded in their account on the Record Day.

The free transferability of the shares shall remain unaffected by the convening and holding procedures of the annual general meeting and/or extraordinary general meeting of shareholders. In the event that any shareholder votes through proxies or voting forms, the proxy or voting form has to be deposited at the registered office of the Company no later than 9 December 2016 at 12:00 a.m.. The proxy or voting form may be submitted by mail to the registered office of the Company to Kernel Holding S.A., 19, rue de Bitbourg, L-1273 Luxembourg, or by fax to +352.27.44.93.80, or by e-mail to [email protected].

Proxies, participation forms and voting forms are available on the website of the Company (www.kernel.ua), or upon demand made in writing to Kernel Holding S.A., 19, rue de Bitbourg, L-1273 Luxembourg, or by fax to +352.27.44.93.80, or by e-mail to [email protected].

Proxies, participation forms and voting forms provided on the website of the Company (www.kernel.ua) may be used and will be taken into account. One person may represent more than one shareholder.

Whether or not you propose to attend the annual general meeting and/or extraordinary general meeting of shareholders in person, we request that the participation form and/or proxy and/or voting form are to be completed and returned in accordance with the instructions printed thereon.

Completion and return of a proxy or voting form will not prevent shareholders from attending and voting at the annual general meeting of shareholders, should they so wish.

Right to have new items added to the agenda of the annual general meeting and/or extraordinary general meeting of shareholders

One or more shareholders holding together at least 5% of the share capital of the Company may:

Add new items on the agenda of the annual general meeting of shareholders;
File proposed resolutions in relation with the items of the agenda or the additional items. Such requests must be sent to the Company in writing by mail to Kernel Holding S.A., 19, rue de Bitbourg, L-1273 Luxembourg or by e-mail to [email protected].
Such requests should enclose the related proposed resolutions and should indicate a mail or e-mail address to which the Company may send an acknowledgement of receipt. Such requests should be sent to the Company by 18 November 2016 at 12:00 a.m.. The Company will acknowledge the receipt of such requests within 48 hours upon reception.

The Company will publish an updated agenda of the annual general meeting and/or extraordinary general meeting of shareholders at the latest on 25 November 2016 at 12:00 a.m..

Language

The annual general meeting and/or extraordinary general meeting of shareholders will be conducted in English. Please note that the English language version of all resolutions is binding as the resolutions will be adopted in English.

All documents relating to the annual general meeting and/or extraordinary general meeting of shareholders must be delivered to the Company in English. If any document has been prepared in any other language, shareholders should translate such document into English prior to the annual general meeting and/or extraordinary general meeting of shareholders and provide the Company with the translation.

Further questions

Shareholders may address all queries with respect to the annual general meeting and/or extraordinary general meeting of shareholders by email to the following email address: [email protected], or to the following address:

Kernel Holding S.A.

19, rue de Bitbourg

L-1273 Luxembourg

On all related correspondence, kindly indicate the following notice:

“2016 Annual General Meeting of Shareholders of Kernel Holding S.A.”

All documentation and information required under the Law of 24 May 2011 implementing the Directive 2007/36 EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders of listed companies including the proposed resolutions shall be available on the website of the Company (www.kernel.ua) or may be obtained by sending an e-mail to [email protected].

If proxy voting instructions are not provided for a resolution, the proxy will be deemed to abstain from voting on this resolution.

For the proxy to be valid, the name of the shareholder must be identical in the proxy and in the registered depositary certificate.

Kindly send the present duly completed and signed participation form and/or proxy and/or voting form either by email (scanned document) to [email protected], by fax to +352.27.44.93.80, or by post to the following address, quoting “2016 Annual General Meeting of Kernel Holding S.A.”:

Kernel Holding S.A.

19, rue de Bitbourg

L-1273 Luxembourg

For more detailed information please refer to the Convening Notice to the Shareholders and Proposed Resolution. All related forms and documents are available here.

The Board of Directors of Kernel Holding S.A. (the “Group”) informs that Mr. Ton Schurink, Non-executive Director, has resigned from his position within the Group with effect from 9th November 2016.

Mr. Schurink was appointed as a Non-executive Director of the Group on 12 October 2007 and was a chairman of Nomination & Remuneration Committee and a member of the Audit Committee.

The Group would like to express its gratitude to Mr. Schurink for his valuable contributions during his tenure as Non-executive Director.

Kernel Holding S.A. is pleased to publish today:
Annual Report for the year ended 30 June 2016.
Q1 FY2017 Operations Update.

Kernel Holding S.A. is announcing that it will report its Consolidated Financial Statements for the year ended 30 June 2016 on Monday, 24 October 2016, prior to market opening, and its Operations Update for the 3 months ended 30 September 2016. Management will hold a conference call at 14:00 UK time on the date of publication.

In a press release issued today, Fitch Ratings upgrades Long-Term Local Currency IDR (LT LC IDR) of Kernel Holdings S.A. to B-, one notch above the sovereign LT LC IDR of ‘CCC’, reflecting Kernel’s export-oriented business model and limited reliance on Ukrainian banking system.

While Kernel’s Long-Term Foreign Currency IDR remains constrained by Ukraine’s Country Ceiling of ‘CCC’, Fitch notes that having a debt service ratio above 1x sustainably for several years, could justify one-notch uplift in accordance with Fitch’s criteria.

Fitch also upgraded Kernel’s National Long-Term Rating to ‘AA+ (ukr)’ from ‘A- (ukr)’, assigning the National rating a ‘Stable’ Outlook.

For a full text of the press release related to the rating update, please refer to the following link: Fitch Affirms Ukraine’s Kernel’s FC IDR at ‘CCC’, Upgrades LC IDR to ‘B-‘. The definition of capitalized terms and applicable research criteria can be accessed at Fitch’s Corporate Rating Methodology.

Kernel renewed its sunflower oil pre-export credit facility with a syndicate of European banks. The one-year secured revolving facility with a limit of USD 300 million is used by the company to fund the working capital needs of its sunflower oil production business in Ukraine.

Kernel Holding S.A. is pleased to publish the Operations Update for three months ended 30 June 2016, available under the following link: Q4 FY2016 Operations Update.

Kernel renewed its grain pre-export credit facility with a syndicate of European banks. A one-year secured revolving facility with a limit of USD 215 million is used by the company to fund the working capital needs of its grain export business in Ukraine.

Kernel Holding S.A. informs that it has received a notification from TFI PZU SA regarding the acquisition of shares in Kernel Holding S.A.
Pursuant to the provisions of Art. 69 Section 1 Clause 1 of the Act of July 29, 2005 on public offerings and the conditions for introducing financial instruments to an organized trading system and on public companies, TFI PZU SA notified that it had acquired shares in Kernel Holding S.A., as a result of which it had crossed on 20 June 2016 the threshold of 5% of the overall number of votes at the general shareholders’ meeting of the Company.
As of 20 June 2016, TFI PZU SA holds 4,119,128 shares in the Company, representing 5.17% of the share capital and entitling it to 4,119,128 votes at the Company’s general shareholders’ meeting, equal to 5.17% of the total number of votes. Before the acquisition, TFI PZU SA hold 3,984,128 shares in the Company, representing 4.99% of the share capital of the Company.

Kernel Holding S.A. informs that the Condensed Consolidated Interim Financial Statements for the 3 months ended 31 March 2016 are published and available on the Company’s website: Q3 FY2016 report.

In this difficult time for Ukraine, we appeal to you and deem it necessary to relay the following information.

On 12 May 2016, Kernel’s headquarters in Kyiv was searched by representatives of the Security Service of Ukraine. 350 employees of our company were locked in the building from 13.00 to 19.00. Without assessing the format of the search, we want to note that all 15 company documents seized by the Security Service of Ukraine could have been handed over willingly within 10 minutes as Kernel repeatedly offered to the representatives of the Security Service of Ukraine. Transparency and openness are Kernel’s core values in dealing with our stakeholders, including state bodies of Ukraine. We believe that the representatives of the Security Service could have spent those six hours more efficiently, given the high level of corruption in Ukraine and ongoing terrorist threat.

At the moment, Kernel’s headquarters and all other divisions are operating as usual.

We would like to note that it is not law enforcement agencies that are forming the economic future of Ukraine. Rather, it is responsible companies that invest in the development of the national economy, build modern factories, and introduce the most advanced technology. Kernel, the largest producer and exporter of agricultural products from Ukraine to the world markets, employs more than 14 thousand Ukrainians. Our tax payments to Ukraine’s state budget exceeded one billon Ukrainian hryvnyas in 2015. Over the past five years, we invested in excess of 18 billion hryvnyas into the country’s agricultural industry.

For the last 9 years, Kernel shares have been traded on the Warsaw Stock Exchange, with Kernel’s IPO have been recognized as the best in Eastern Europe. Our shareholders include the largest pension and investment funds in Europe and the United States, while the world’s largest banks are among our partners. Over the years, we have led East European and national ratings for business transparency and corporate governance quality.

We are confident in our legal position and will prove it in the courts. In our opinion, the case used to conduct the search was initiated based on distorted facts and has no prospects. We have repeatedly proved our position in courts, regardless of changes in political power and rotations in law enforcement agencies. This situation will be no exception.

We do not require verification of the legality of Security Service of Ukraine’s representatives’ actions with regards to Kernel, punishment of the guilty or public assessments. We just think it is important to draw your attention to the following:

– Such actions by the Security Service of Ukraine negate the multiple efforts by the country’s senior management to attract foreign capital to Ukraine.
– Kernel serves as an international marker of Ukraine’s agriculture sector investment attractiveness and Ukraine’s overall reputational reliability.
– This situation clearly sends a negative and threatening signal to current and potential international investors.
– Without changing the style and philosophy of law enforcement agencies’ approach to the business community, any statements on the improvement of the investment climate will be empty declarations.

From our side, we will do everything to ensure this situation has no negative consequences for our shareholders and employees.

We are ready to contribute as much as possible to any of your efforts to establish a transparent, responsible, and mutually beneficial relationship between business and government. As a public company, we are always ready to support you in this matter and to work toward strengthening the international economic reputation of Ukraine.

Yours faithfully,

Board of Directors

Kernel

Kernel Holding S.A. is pleased to publish the Operations Update for three months ended 31 March 2016, available under the following link: Q3 FY2016 Operations Update.

Kernel reports it has divested two oilseed crushing plants located in southern Russia for RUB 800 million paid in cash by the buyer. The plants have a total crushing capacity of 200,000 tons of sunflower seed per year.

Kernel announces it has entered, on 25 February 2016, into binding documentation to acquire the assets, through an assignment agreement with a Ukrainian bank, of an oilseed crushing plant for USD 95.8 million, payable in arrears over five years. Commissioned in 2012, the world-class facility has an installed crushing capacity of 560,000 tons of sunflower seed per year. The production plant, where Kernel currently operates through a tolling agreement, is located in Kirovohrad region of Ukraine and fits well into Kernel’s existing origination and marketing platform.

Kernel Holding S.A. informs that the Condensed Consolidated Interim Financial Statements for the 6 months ended 31 December 2015 are published and available on the Company’s website: H1 FY2016 report.

The recording of the conference call will be available for seven days.

REPLAY: International: +44 203 367 9460

UK: 0 203 367 94 60

US: +1 87 76 42 30 18

REPLAY PIN: 297494#

Kernel was named the most transparent company among food and agricultural businesses, according to the Transparency Index of the largest companies in Ukraine, released on February 11. The index, conducted by think tank Center for Development of Corporate Social Responsibility, covered a hundred of the largest private businesses in Ukraine from the Forbes 200 list and was based on an independent review of publicly disclosed information. Of the grade, 40% was assigned based on availability of reporting on sustainability and/or corporate social responsibility, 35% was assigned based on disclosure of specific sustainability metrics, and 25% for the ease of access to the aforementioned information. The food and agriculture subset of the ranking included, in addition to Kernel, such companies as ADM Ukraine, Agromars, Agrotrade, Bunge Ukraine, Cargill Ukraine, Creative, Delta Wilmar, Konti, Louis Dreyfus Ukraine, MHP, Milkiland, Mondelez Ukraine, Nestle Ukraine, Nibulon, Ovostar Union, PepsiCo Ukraine, Roshen, T.B.Fruit, Vioil, and Ukrlandfarming.

Kernel was also highlighted as one of only three companies in Ukraine to report its performance under G4 sustainability reporting guidelines developed by GRI. Kernel reports its non-financial performance as an integral part of its annual report; it is available here.

Note: The Center for Development of Corporate Social Responsibility, established in 2008, is a non-governmental organization aimed at promoting social responsibility. Uniting over forty companies, the center is based in Kyiv, Ukraine. The Transparency Index has been conducted annually since 2011.

Kernel Holding S.A. is pleased to publish the Operations Update for three months ended 31 December 2015, available under the following link: Q2 FY2016 Operations Update.

Kernel announces that it has extended a tolling agreement to crush sunflower seed at a third-party plant in Ukraine, for an additional 250,000 tons of sunflower seed.

Kernel Holding S.A. informs that the annual general meeting of shareholders held on 10 December 2015 approved a dividend of USD 0.25 per share. The general meeting delegated to the Board of Directors to set up record and payment dates for dividends distribution.

Furthermore, all the resolutions of the annual and extraordinary general meetings of shareholders were adopted substantially in the wording as proposed in current report No 30/2015 published on 10 November 2015. For further information please see:

• Resolutions adopted at the annual general meeting of shareholders of Kernel Holding S.A. held on 10 December 2015.
• Resolutions adopted at the extraordinary general meeting of shareholders of Kernel Holding S.A. held on 10 December 2015.
• List of shareholders holding at least 5% of total votes at the annual general meeting held on 10 December 2015.
• List of shareholders holding at least 5% of total votes at the extraordinary general meeting held on 10 December 2015.
• Information about reappointment of the independent auditor.

Kernel Holding S.A. informs that the Condensed Consolidated Interim Financial Statements for 3 months ended 30 September 2015 are published and available on the Company’s website: Q1 FY2016 report.

We hereby give you notice of the

ANNUAL GENERAL MEETING OF SHAREHOLDERS

to be held on 10 December 2014 at 3.00 p.m. CET at the registered office of the Company, at 19, rue de Bitbourg, L-1273 Luxembourg, with the following agenda:

AGENDA

1. Presentation and approval of the management report of the board of directors and the report of the independent auditor of the Company;
2. Approval of the Consolidated Financial Statements of the Company for the financial year ended on 30 June 2014;
3. Approval of the Parent Company’s Annual Accounts (unconsolidated) for the financial year ended on 30 June 2014;
4. Appropriation of results for the financial year ended on 30 June 2014;
5. Granting discharge to the directors of the Company;
6. Renewal of the mandate of Andrzej Danilczuk as independent director of the board of directors of the Company;
7. Renewal of the mandate of Ton Schurink as independent director of the board of directors of the Company;
8. Renewal of the mandate of Sergei Shibaev as independent director of the board of directors of the Company;
9. Renewal of the mandate of Anastasiia Usachova as director of the board of directors of the Company;
10. Renewal of the mandate of Viktoriia Lukianenko as director of the board of directors of the Company;
11. Renewal of the mandate of Yuriy Kovalchuk as director of the board of directors of the Company;
12. Renewal of the mandate of Kostiantyn Lytvynskyi as director of the board of directors of the Company;
13. Approval of the remuneration of independent directors of the board of directors of the Company;
14. Approval of the remuneration of executive directors of the board of directors of the Company;
15. Granting discharge to the independent auditor of the Company for the financial year ended on 30 June 2014; and
16. Renewal of the mandate of Deloitte Audit, a société à responsabilité limitée, having its registered office at 560, rue du Neudorf, L-2220 Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B 67 895, as independent auditor of the Company in respect to the audit of the consolidated and unconsolidated annual accounts of the Company for a one-year term mandate, which shall terminate on the date of the annual general meeting of shareholders to be held in 2015.

For more detailed information please refer to the Convening Notice to the Shareholdersand Proposed Resolutions. All related forms and documents are available here.

We hereby give you notice of the

ANNUAL GENERAL MEETING OF SHAREHOLDERS

to be held on 10 December 2015 at 3.00 p.m. CET at the registered office of the Company, at 19, rue de Bitbourg, L-1273 Luxembourg, with the following agenda:

1. Presentation and approval of the management report of the board of directors and the report of the independent auditor of the Company;

2. Approval of the Consolidated Financial Statements of the Company for the financial year ended on 30 June 2015;

3. Approval of the Parent Company’s Annual Accounts (unconsolidated) for the financial year ended on 30 June 2015;

4. Approval of the dividend for the financial year ended on 30 June 2015;

5. Granting discharge to the directors of the Company;

6. Renewal of the mandate of Andrzej Danilczuk as independent director of the board of directors of the Company;

7. Renewal of the mandate of Ton Schurink as independent director of the board of directors of the Company;

8. Renewal of the mandate of Sergei Shibaev as independent director of the board of directors of the Company;

9. Renewal of the mandate of Andriy Verevskyy as director of the board of directors of the Company;

10. Renewal of the mandate of Anastasiia Usachova as director of the board of directors of the Company;

11. Renewal of the mandate of Viktoriia Lukianenko as director of the board of directors of the Company;

12. Renewal of the mandate of Yuriy Kovalchuk as director of the board of directors of the Company;

13. Renewal of the mandate of Kostiantyn Lytvynskyi as director of the board of directors of the Company;

14. Approval of the remuneration of independent directors of the board of directors of the Company;

15. Approval of the remuneration of executive directors of the board of directors of the Company;

16. Granting discharge to the independent auditor of the Company for the financial year ended on 30 June 2015; and

17. Renewal of the mandate of Deloitte Audit, a société à responsabilité limitée, having its registered office at 560, rue du Neudorf, L-2220 Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B 67 895, as independent auditor of the Company in respect to the audit of the consolidated and unconsolidated annual accounts of the Company for a one-year term mandate, which shall terminate on the date of the annual general meeting of shareholders to be held in 2016.

*      *     *

We hereby give you notice of the

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

to be held on 10 December 2015 at 4.00 p.m. CET at the registered office of the Company, at 19, rue de Bitbourg, L-1273 Luxembourg, with the following agenda:

1. Acknowledgment of the report of the board of directors of the Company with respect to the creation of the authorised capital and granting of a new authorisation to the board of directors of the Company to issue, from time to time, up to 7,407,820 new shares without indication of nominal value, hence creation of the authorised share capital, excluding the current issued share capital, of an amount of one hundred ninety five thousand six hundred ten US Dollar and eighty nine cents (USD 195,610.89) in accordance with the provisions of article 32 of the law of 10 August 1915 regarding commercial companies, as amended.Limitation of the authorisation to a period expiring right after the closing of any public offering of the shares of the corporation, and in any case no later than a term of five (5) years from the date of the publication of the present authorisation in the Luxembourg official gazette (Mémorial C, Recueil des Sociétés et Associations). Authorisation to the board of directors to issue such new shares without reserving to the existing shareholders any preferential subscription rights.

2. Amendment of Article 5 of the Articles of Association of the Company pursuant to the increase of the authorised capital.

For more detailed information please refer to the Convening Notice to the Shareholdersand Proposed Resolutions. All related forms and documents are available here.

Kernel Holding S.A. is pleased to publish today:

Annual Report for the year ended 30 June 2015.

Q1 FY2016 Operations Update.

Kernel Holding S.A. is pleased to publish today:

Consolidated Financial Statements for the year ended 30 June 2014.

Q1 FY2015 Operations Update.

Kernel Holding S.A. is announcing that it will report its Consolidated Financial Statements for the year ended 30 June 2015 on Thursday, 22 October 2015, prior to market opening, and its Operations Update for the 3 months ended 30 September 2015. Management will hold a conference call at 14:00 UK time on the date of publication.

Kernel Holding S.A. informs that it has received a notification from Cascade Investment Fund regarding the acquisition of shares in Kernel Holding S.A.

Pursuant to the provisions of Art. 69 Section 1 Clause 1 of the Act of July 29, 2005 on public offerings and the conditions for introducing financial instruments to an organized trading system and on public companies, Cascade Investment Fund notified that it had acquired shares in Kernel Holding S.A., as a result of which it had crossed on 13 October 2015 the threshold of 5% of the overall number of votes at the general shareholders’ meeting of the Company.

As of 13 October 2015, Cascade Investment Fund holds 3,984,345 shares in the Company, representing 5.0% of the share capital and entitling it to 3,984,345 votes at the Company’s general shareholders’ meeting, equal to 5.0% of the total number of votes.

Kernel, a leading diversified agribusiness company in the Black Sea region listed on the Warsaw Stock Exchange, has been awarded Best Foreign Company of the Year at the CEE Capital Markets Awards Gala hosted by leading Polish business media organizations EquitiesPoland.pl and BiznesPolska in Warsaw.

“We had 3 main goals in organizing these awards”, said Thom Barnhardt, organizer of the inaugural CEE Capital Markets Awards. “First, we wanted to draw more global investor attention to the CEE region – stretching from the Baltics to the Black Sea – with its more-dynamic economies than Western Europe – to attract more global investors to the region’s great companies. Secondly, we wanted to highlight top entrepreneurs and managers that are creating and building great companies.”

The third goal, according to Barnhardt, is to shine a light on top institutional investors. “Especially those doing the extra work to discover rising stars in the region. Investors in these more dynamic companies are in fact doing much better than index-huggers or those who don’t do much homework.”

The 1st annual CEE Capital Markets Awards Gala was held on 17 September 2015 at the InterContinental Hotel in Warsaw, Poland, attracting more than 100 people to celebrate publicly-listed companies who are leading the dynamic and fast-paced changes in the CEE region’s capital markets sector. A total of 126 nominations were received from Poland, Romania, Ukraine, Hungary, the Czech Republic, Lithuania, Estonia, Bulgaria, Austria, Germany, Slovenia … and China. The final short-list included 83 leading companies, who competed for the top-prize in 18 categories.

The awards jury was made up of international and domestic institutional investors from throughout CEE, Western Europe, North America, Asia and the Gulf States; the final jury vote was overseen by PwC.

Kernel, a leading diversified agribusiness company in the Black Sea region listed on the Warsaw Stock Exchange, has been awarded Best Foreign Company of the Year at the CEE Capital Markets Awards Gala hosted by leading Polish business media organizations EquitiesPoland.pl and BiznesPolska in Warsaw.

“We had 3 main goals in organizing these awards”, said Thom Barnhardt, organizer of the inaugural CEE Capital Markets Awards. “First, we wanted to draw more global investor attention to the CEE region – stretching from the Baltics to the Black Sea – with its more-dynamic economies than Western Europe – to attract more global investors to the region’s great companies. Secondly, we wanted to highlight top entrepreneurs and managers that are creating and building great companies.”

The third goal, according to Barnhardt, is to shine a light on top institutional investors. “Especially those doing the extra work to discover rising stars in the region. Investors in these more dynamic companies are in fact doing much better than index-huggers or those who don’t do much homework.”

The 1st annual CEE Capital Markets Awards Galawas held on 17 September 2015 at the InterContinental Hotel in Warsaw, Poland, attracting more than 100 people to celebrate publicly-listed companies who are leading the dynamic and fast-paced changes in the CEE region’s capital markets sector. A total of 126 nominations were received from Poland, Romania, Ukraine, Hungary, the Czech Republic, Lithuania, Estonia, Bulgaria, Austria, Germany, Slovenia … and China. The final short-list included 83 leading companies, who competed for the top-prize in 18 categories.

The awards jurywas made up of international and domestic institutional investors from throughout CEE, Western Europe, North America, Asia and the Gulf States; the final jury vote was overseen by PwC.

In a press release issued today, Fitch Ratings affirmed Long-term foreign currency IDR of Kernel Holding S.A. at ‘CCC’, noting that Kernel’s IDR remains constrained by Ukraine’s Country Ceiling. ‘Absent the current Country Ceiling constraint, the business and financial profile of Kernel would allow its ratings to return to the ‘B’ category’, Fitch noted in the press-release.

Fitch also upgraded Kernel’s National Long-term rating to ‘A-(ukr)’, assigning the National rating a ‘Stable’ Outlook.

For a full text of the press release related to the rating update, please refer to the following link: Fitch Affirms Ukraine’s Kernel at ‘CCC’. The definition of capitalized terms and applicable research criteria can be accessed at Fitch’s Corporate Rating Methodology.

Kernel announces that it has, though a subsidiary, signed on 7 September 2015 a tolling agreement to crush 200,000 tons of sunflower seed at a third-party plant located in Ukraine.

Kernel renewed its sunflower oil pre-export credit facility with a syndicate of European banks. The one-year secured revolving facility with a limit of USD 350 million is used by the company to fund the working capital needs of its sunflower oil production business in Ukraine.

Kernel renewed its grain pre-export credit facility with a syndicate of European banks. A one year secured revolving facility with a limit of USD 230 million is used by the company to fund the working capital needs of its grain export business in Ukraine.

Kernel Holding S.A. reports that its farming division completed winter crop harvesting:

– Winter wheat was harvested on 72,567 hectares (19% of total) with an average net yield of 5.1 tons per hectare (down 5% yoy), which was above management’s expectations and 36% above Ukraine’s average at the latest reported date.

– Winter rapeseed was harvested on 9,565 hectares (2% of total) with an average net yield of 4.3 tons per hectare (not cultivated last year), which was ahead of management’s expectations and 72% above Ukraine’s average at the latest reported date.

Kernel Holding S.A. is pleased to publish the Operations Update for three months ended 30 June 2015, available under the following link: Q4 FY2015 Operations Update.

Kernel Holding S.A. hereby announces that it has, through a subsidiary, entered into a USD 65 million credit facility with a syndicate of European banks. The one-year secured facility will be used for working capital purposes in the company’s farming segment.

Kernel Holding S.A. informs that the Condensed Consolidated Interim Financial Statements for 3 months ended 31 March 2015 are published and available on the Company’s website: Q3 FY2015 report.

Kernel reports completion of its spring planting campaign, sowing 302 thousand hectares with spring crops in favorable weather conditions. Combined with 82 thousand hectares under winter wheat and rapeseed, the total planted acreage for the FY2016 harvest stands at 384 thousand hectares, up 3% yoy. Corn remained the key crop with 41% of total acreage (vs. 48% last year), while soybean accounted for 17% (17% last year), sunflower seed for 16% (18% last year), winter wheat for 19% (8% last year) and winter rapeseed for 2% (nil last year).

Ievgen Osypov, head of the farming division, highlighted: “Unlike the previous season, all acreage was properly prepared and fertilized in autumn, which enabled our team to focus only on the planting process this spring. Weather conditions were favorable and there was sufficient rainfall for the development of both winter and spring crops. We increased fertilizer application for the FY2016 harvest by 8-43% yoy, and we continue to improve our seed quality following the launch of our own seed plant a year ago. Additionally, during this spring planting campaign, for the first time we conducted our sowing and spraying operations with the largest available 24-row planters and sprayers, which were equipped with high performance parallel driving systems to add efficiency of our field procedures.”

Kernel Holding S.A. is pleased to publish the Operations Update for three months ended 31 March 2015, available under the following link: Q3 FY2015 Operations Update.

The board of directors of Kernel Holding S.A. hereby announces that the dividend of USD 0.25 per share (twenty five US cents per share) which was approved on the general meeting of shareholders held on 10 December 2014 will be payable on 30 April 2015 (the “Payment Date”) to shareholders on the register at the close of business on 23 April 2015 (the “Record Date”). The dividend payment will be subject to deduction of Luxembourg withholding tax at a rate of 15%. Dividend will be paid in US dollars.

Kernel Holding S.A. informs that the Condensed Consolidated Interim Financial Statements for 6 months ended 31 December 2014 are published and available on the Company’s website: H1 FY2015 report.

Kernel Holding S.A. is pleased to publish the Operations Update for three months ended 31 December 2014, available under the following link: Q2 FY2015 Operations Update.

Kernel Holding S.A. reports that the board of directors approved on 23 December 2014 a management incentive plan (the “Management  Incentive Plan”) providing to Management Team Members and Eligible Employees (as defined in the Management Incentive Plan) an option to purchase in aggregate up to 3,750,000 (three million seven hundred fifty thousand) new shares of Kernel Holding S.A., such number being equal to 4.71% of the issued and outstanding stock of Kernel Holding S.A. as at the adoption date of such plan, at the exercise price per share equal to the average market price for one share for 12-month period ending 31 December 2014.

2,000,000 (two million) options shall be vested and will become exercisable in the following proportion:

– one fifth of the shares under option will become exercisable on 8 December 2015;

– one fifth of the shares under option will become exercisable on 8 December 2016;

– one fifth of the shares under option will become exercisable on 8 December 2017;

– one fifth of the shares under option will become exercisable on 8 December 2018;

– one fifth of the shares under option will become exercisable on 8 December 2019.

1,750,000 (one million seven hundred fifty thousand) options shall be vested and will become exercisable in the following proportion:

– 50% of the shares under option will become exercisable on 7 June 2017;

– 50% of the shares under option will become exercisable on 8 December 2019.

Kernel Holding S.A. informs that its annual general meeting of shareholders held on 10 December 2014 approved a dividend of USD 0.25 per share. The general meeting delegated to the Board of Directors to set up record and payment dates to distribute the dividends.

For further information please see:

– Resolutions adopted at the general meeting of shareholders of Kernel Holding S.A. held on 10 December 2014.

– List of shareholders holding at least 5% of total votes at the annual general meeting held on 10 December 2014.

– Information about reappointment of the independent auditor.

Kernel Holding S.A. informs that the Condensed Consolidated Interim Financial Statements for 3 months ended 30 September 2014 are published and available on the Company’s web-site under the following link: Q1 FY2015 report.

Kernel Holding S.A. is announcing that the Consolidated Financial Statements for the year ended 30 June 2014 will be published on Tuesday, 21 October 2014, prior to markets opening, along with Operations Update for 3 months ended 30 September 2014. Management will hold the conference call at 14:00 UK time on the date of publication.

Further to the report dated 13 August 2014, Kernel informs that it had increased its pre-export grain credit facility for USD 50 million up to USD 230 million following the accession of the European Bank for Reconstruction and Development to the syndicate. The one year secured revolving facility with syndicate of European banks is used to finance the company’s working capital for grain export from Ukraine.

In a press release issued yesterday, Fitch Ratings reviewed ratings of seven Ukrainian corporates, including Kernel Holding S.A., following the agency’s recent review of Ukraine’s sovereign rating. While the Long-term foreign currency IDRs of the corporates, including Kernel Holding S.A., have been affirmed at ‘CCC’, the agency downgraded the companies’ Long-term local currency ratings to ‘CCC’ from ‘B-‘. Both ratings are in line with the Ukraine’s sovereign ratings (see Fitch’s criteria ‘Rating Non-Financial Corporates above the Country Ceiling’).

For a full text of the press release related to the rating update, please refer to the following link:  Fitch Downgrades 7 Ukrainian Corporates on Sovereign Action. The definition of capitalized terms and applicable research criteria can be accessed at Fitch’s Corporate Rating Methodology.

Kernel renewed its sunflower oil pre-export credit facility and security package with a syndicate of European banks. A one year secured revolving facility with a limit of USD 320 million and option to increase up to USD 400 million is used by the company to fund the procurement of sunflower seeds for its sunflower oil production business in Ukraine.

Anastasiia Usachova, the CFO of Kernel, said, “The renewal of this facility – along with two other facilities announced earlier this month – completes our refinancing needs for the 2014/15 marketing year. We appreciate the banks’ continued commitment to partner with our business despite the challenging times.”

Kernel renewed two pre-export working capital credit facilities with syndicates of European banks. The first facility has a committed limit of USD 180 million and a committed option to expand to USD 230 million for pre-export financing of grain from Ukraine. The second facility has a committed limit of USD 50 million for pre-export financing of grain and sunflower oil from the Russian Federation. Both credit lines are one year secured revolving facilities typically used to finance the company’s working capital for export operations.

Kernel Holding S.A. reports that its farming division completed the harvesting of winter wheat on 30,677 hectares with an average gross yield of 5.6 t per hectare (up 23% yoy). Winter wheat comprises 8.2% of the company’s total planted acreage in FY2015.

Kernel Holding S.A. is pleased to publish the Operations Update for three months ended 30 June 2014, available under the following link:

Q4 FY2014 Operations Update

Kernel Holding S.A. informs that it has received from ING Otwarty Fundusz Emerytalny the following notification regarding acquisition of shares in Kernel Holding S.A.

Pursuant to the provisions of Art. 69 Section 1 Clause 1 of the Act of July 29, 2005 on public offering and the conditions of introducing financial instruments to an organized trading system and on public companies, ING Otwarty Fundusz Emerytalny (hereinafter “ING OFE”) notified that it acquired shares in Kernel Holding S.A. (hereinafter “the Company”), as a result of which it crossed on June 4, 2014 the threshold of 5% of the overall number of votes at the general meeting of the Company.

As of June 9, 2014 ING OFE hold 4,786,230 shares in the Company, representing 6.01% of the share capital and entitling to 4,786,230 votes at the Company’s general meeting, equal to 6.01% of the total number of votes. Before the acquisition, ING OFE hold 3,911,230 shares in the Company, representing 4.91% of the share capital of the Company.

Kernel Holding S.A. informs that the Condensed Consolidated Interim Financial Statements for 3 months ended 31 March 2014 are published:

– Condensed Consolidated Interim Financial Statements for 3 months ended 31 March 2014;
– Conference Call Presentation.

Management will hold a conference call on the date of publication.

Kernel Holding S.A. is pleased to publish the Operations Update for the three months ended 31 March 2014, available under the following link:

Q3 FY2014 Operations Update

On April 14, 2014, the European Council approved a proposal to remove import duties on Ukrainian exports to the EU for a certain group of goods.

EU import duties on the following groups of goods exported by Kernel would be amended:

– Unrefined sunflower oil: import duty would be cut from 2.9% to 0%.
– Refined sunflower oil (bottled or sold in bulk): import duty would be cut from 6.1% to 0%.

The proposed changes also stipulate that the EU will establish new zero-duty import quotas for grain originating from Ukraine. Specifically, in addition to the existing reduced-duty import quotas for wheat and barley originating from any country in the total annual amount of 2.7 million tons, a specific zero-duty quota for wheat and barley originating from Ukraine would be set in the amount of total 1.2 million tons (with a non-quota import duty of EUR 93-95/t).

The regulation is expected to take effect on April 23, 2014 the day following its scheduled publication in the Official Journal of the European Union, and to be last until a Deep and Comprehensive Free Trade Agreement between Ukraine and EU becomes effective on or before November 1, 2014.

The Board of Directors of Kernel Holding S.A. is pleased to publish the Condensed Consolidated Interim Financial Statements of Kernel Holding S.A. and Subsidiaries for 6 months ended 31 December 2013. The Condensed Consolidated Interim Financial Statements are available under the following link:

https://www.kernel.ua/media/uploads/library/14/02/KERNEL_1HFY2014.pdf

Kernel Holding S.A. reports that on 21 February 2014 its subsidiary entered into an USD 80 million credit line agreement with a syndicate of Ukrainian and European banks. The facility will be drawn to finance the working capital dedicated to the company’s crop production in 2014.

In a press release dated February 12, 2014, Fitch Ratings downgraded the ratings of twelve Ukrainian corporates, including Kernel Holding S.A., following the agency’s recent downgrade of Ukraine’s sovereign rating. In line with Fitch’s criteria ‘Rating Non-Financial Corporates above the Country Ceiling’, the Long-Term foreign currency IDRs of the corporates, including Kernel Holding S.A., have been downgraded to ‘CCC’ in line with the Ukrainian Country Ceiling.

For a full text of the press release related to the rating update, please refer to the following link:  Fitch Downgrades Ukrainian Corporates on Sovereign Action. The definition of capitalized terms and applicable research criteria can be accessed at Fitch’s Corporate Rating Methodology.

Kernel Holding S.A. is reporting that it has, through its subsidiaries, divested its oilseed crushing plant located in Nevinnomyssk in the Stavropol region of the Russian Federation for USD 10 million on a cash-free, debt-free basis. The plant has an installed crushing capacity of 100,000 tons of sunflower seeds annually.

Kernel Holding S.A. is pleased to publish the Operations Update for the three months ended 31 December 2013, available under the following link:

Q2 FY2014 Operations Update

On 19 December 2013, the Parliament of Ukraine passed the bill #3757 which reinstates VAT refunds on grain exports starting 1 January 2014.

The well-timed decision of authorities shall positively impact the Ukrainian farmers undermined recently by weak global prices for soft commodities. The bill sends strong and positive signal both to domestic and foreign investors to commit longer-term capital and social spending to further develop the sector fueling the future growth of Ukrainian economy.

Kernel Holding S.A. informs that all resolutions of the Annual General Meeting of Shareholders which was held on 10 December 2013 at 15:00 CET at the Company’s registered office, 19 Rue de Bitbourg, L-1273 Luxembourg, were adopted substantially in the wording as proposed in current report No 36/2013 published on 08 November 2013.

All resolutions adopted at the Annual General Meeting of Shareholders come into force on the day of their adoption.

The Board of Directors of Kernel Holding S.A. is pleased to publish the Condensed Consolidated Financial Statements of Kernel Holding S.A. and Subsidiaries for 3 months ended 30 September 2013. The Condensed Consolidated Financial Statements are available under the following link:

https://www.kernel.ua/media/uploads/library/13/11/KERNEL_1QFY2014.pdf

In a press release dated November 12, 2013, Fitch Ratings downgraded the ratings of eleven Ukrainian corporates, including Kernel Holding S.A., following the agency’s recent downgrade of Ukraine’s sovereign rating. Kernel Holding S.A.’s Foreign Currency IDR was aligned with Ukraine’s sovereign and Country’s Ceiling of ‘B-‘ (from ‘B’) and its Local Currency IDR was downgraded to ‘B’ from ‘B+’ with a Negative Outlook. The National Rating has been affirmed at ‘AA+(ukr)’.

For a full text of the press release related to the rating update, please refer to the following link:  Fitch Downgrades Ukrainian Corporates on Sovereign Action. The definition of capitalized terms and applicable research criteria can be accessed at Fitch’s Corporate Rating Methodology.

The Board of Directors of Kernel Holding S.A. is pleased to announce that the Annual General Meeting of Shareholders will convene on 10 December 2013 at 3.00 p.m. CET at the registered office of the Company.

Please see below the documents related to the meeting:

• Convening notice to the Shareholders
• Proposed resolutions
• Participation form
• Voting form
• Proxy
• Consolidated Financial Statements for the year ended 30 June 2013
• Unconsolidated Financial Statements for the year ended 30 June 2013

Kernel Holding S.A. issues EBITDA guidance of USD 250 million for the financial year ending 30 June 2014. For the discussion in respect to underlying assumptions, as well as management’s view on market conditions, please refer to the annual report for the year ended 30 June 2013.

Certain statements in this document are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties or assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties or assumptions could adversely affect the outcome and financial effects of the plans and events described herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement. Except as required by law, the Company is under no obligation to update or keep current the forward-looking statements contained in this document or to correct any inaccuracies which may become apparent in such forward-looking statements.

This document does not constitute or form part of any offer or invitation to sell or purchase, or any solicitation of any offer to sell or purchase any shares or securities. It is not intended to form the basis upon which any investment decision or any decision to purchase any interest in Kernel Holding S.A. is made.

The Board of Directors of Kernel Holding S.A. informs that the Consolidated Financial Statements for the year ended 30 June 2013 and standalone accounts of Kernel Holding S.A. for the year ended 30 June 2013 are published and available on the Company’s website under Investor relations/Financial Reports:

https://www.kernel.ua/en/financial/reports/?year=2013

Kernel Holding S.A. is announcing that the Consolidated Financial Statements for the year ended 30 June 2013 will be published at 06:00 GMT Friday, 25 October 2013. Management will hold the conference call at 14:00 GMT on the date of publication.

Kernel Holding S.A. is pleased to publish the Operations Update for the three months ended 30 September 2013, available under the following link:

Q1 FY2014 Operations Update

Kernel Holding S.A. informs that in accordance with the previously announced strategy to divest remotely located farmland, the company has completed, via its subsidiary, the sale of the farming operations located in southern Ukraine for a total consideration of USD 7.0 million.

Following the deal, the company`s farming operations in Ukraine amount to 400,000 hectares of leasehold land.

Following the current report no 44/2011 dated 18 August 2011, Kernel Holding S.A. reports that on 21 August 2013 Kernel Trade LLC, a subsidiary of Kernel Holding S.A., signed an addendum to a USD 500 million credit agreement (“the Addendum”) with a syndicate of banks, with respect to the renewal of a USD 222 million short-term tranche.

The USD 500 million facility is structured as a dual tranche credit, including (1) a USD 278 million long-term tranche available to the Company until 31 July 2014 and (2) a USD 222 million one-year tranche which is renewable subject to the lending syndicate’s approval. The facility will be drawn to finance the purchase, storage and processing of sunflower seed into sunflower oil and meal for domestic sale or export.

The Addendum shall come into force as of the date of registration of the agreement with the National Bank of Ukraine which is expected to be received in the beginning of September.

Kernel Holding S.A. is reporting that its subsidiary entered into a USD 140 million facility agreement with a Russian bank.  The loan consists of two tranches – a USD 100 million 5-year tranche and a USD 40 million 12-month tranche. The loan is a USD facility that will be drawn to partially refinance the acquisition costs and corporate debt of the 108,000 hectare farming business acquired in June 2013.

The Board of Directors of Kernel Holding S.A. announces the approval of the dividend policy, adopting the dividend per share approach (DPS).

Starting from the FY 2014 results announcement, Kernel Holding S.A. intends to maintain a sustainable annual dividend of USD 0.25 per share.

The proposed dividends will be declared and paid in US dollars and will be subject to shareholder approval at the general meeting of the shareholders.

Kernel Holding S.A. is pleased to publish the Operations Update for the three months ended 30 June 2013, available under the following link:

Q4 FY2013 Operations Update

In a press-release dated July 3, 2013, Fitch Ratings affirmed Kernel Holding S.A. long-term foreign and local currencies IDR at ‘B’ and ‘B+’ respectively. The Outlooks for both ratings were revised to Negative from Stable following the agency`s revision of Ukraine`s sovereign rating Outlook to Negative from Stable on June 28, 2013. The long-term foreign currency rating of Kernel Holding S.A. remains constrained by Ukraine’s country ceiling of ‘B’. National long-term rating was affirmed at ‘AA+(ukr)’; Outlook Stable.

For a full text of the press release related to the rating update please refer to the following link: Fitch Revises Outlook on 10 Ukrainian Corporates to Negative on Sovereign Action.

Kernel Holding S.A. is pleased to announce that, following the approval of the Antimonopoly Committee of Ukraine, the company completed the acquisition of the farming enterprise announced on April 11, 2013.

Following the May 7, 2013 announcement, Kernel Holding S.A., via its subsidiaries, completed the sale of the Chortkiv sugar plant property and its participatory interest in the local sugar trading entity for a gross consideration of USD 32.5 million.

Kernel Holding S.A. is pleased to announce the appointment of Ievgen Osypov as general manager of its farming division. With fifteen years of managerial and operational experience in the farming business, Ievgen is the former CEO of Industrial Milk Company, which under his leadership developed into one of the largest and most efficient farming businesses in Ukraine.

At Kernel, Ievgen will be responsible for general management of the company’s farming division, with 422 000 hectares of leasehold farmland being cultivated for the 2013 harvest.

Kernel Holding S.A. informs that it has, via its subsidiaries, entered into a binding documentation to sell property of Chortkiv sugar plant and participatory interest in the local sugar trading entity for a total consideration of up to USD 32.5 million, with closing subject to certain conditions including the clearance of the Antimonopoly Committee of Ukraine.

Kernel Holding S.A. is pleased to publish the Operations Update for the three months ended 31 March 2013, available under the following link:

Q3 FY2013 Operations Update

Kernel Holding S.A. entered into a share purchase agreement to acquire an 80% interest in a farming business that manages 108,000 hectares of leasehold farmland and operates 100,000 tons of grain storage capacity.

With a highly concentrated and fully-farmed land bank in the southern Chernihiv and Sumy regions and the northern Poltava region, the business is self-sufficient in working capital and is fully-equipped with modern farming machinery.

Kernel will pay USD 68 million for the 80% interest in the business which has a current net debt of USD 101 million. Closing is subject to approval by the Antimonopoly Committee of Ukraine.

Following the acquisition, Kernel expects to cultivate 422,000 ha of land in 2013 season.

In a press release dated March 5, 2013, Fitch Ratings affirmed Luxembourg-based Kernel Holding S.A.’s (Kernel) Long-term foreign and local currency Issuer Default Ratings (IDRs) at ‘B’ and ‘B+’, respectively. Reflecting the location of most of Kernel’s operations in Ukraine, Kernel’s foreign currency IDR is constrained by Ukraine’s country ceiling rating of ‘B’. Fitch has also affirmed Kernel’s National Long-term rating of ‘AA+'(ukr). The Outlooks for the Long-term IDRs and National Long-term rating are Stable.

For a full text of the press release related to the rating update please refer to the following link

Kernel Holding S.A. is pleased to publish the Operations Update for the three months ended 31 December 2012, available under the following link:

Q2 FY2013 Operations Update

Kernel Holding S.A. is pleased to inform that the annual general meeting of shareholders which was held on 30 November 2012 adopted a resolution to elect Mr. Sergei Shibaev as a new independent Director of the Company.

Sergei Shibaev, 53, is a senior executive with broad international experience in finance and strategy.  During his career that has spanned over 30 years, Mr. Shibaev occupied different managerial roles with international consultancy and financial services firms including PWC, ING Barings, Deloitte & Touche and Roland Berger, among others. Sergei has a vast board membership experience serving as a non-executive director chairing audit committees for the several leading corporates in Russia, Ukraine and Kazakhstan. Mr. Shibaev is Chartered Certified Accountant (FCCA), UK and has a MS and PhD from the University of International Relations, MGIMO, Russia and an MBA from Henley Management College, UK. Following the election, the Board of Directors of Kernel Holding S.A. consists of eight Directors, three of whom are independent Directors.

Kernel Holding S.A. is pleased to publish the Operations Update for the three months ended 30 September 2012, available under the following link:

Q1 FY2013 Operations Update

The Board of Directors of Kernel Holding S.A. is pleased to announce that the Annual General Meeting of Shareholders will convene on 30 November 2012 instead of the initially planned date of 15 November 2012. The notice to Shareholders will be published in due course.

Kernel Holding S.A. announces that it has entered into a 50-50 joint venture with Renaisco BV, a subsidiary of Glencore International plc. The joint venture has acquired a 100% interest in a deep water grain export terminal in Taman port, Russia from the EFKO Group on September 27, 2012. The enterprise value was US$265 million, including transaction costs, financed with a combination of equity and debt.

One of the largest deep water grain export terminals on Russia’s Black Sea coast, it is strategically located in close proximity to Southern Russia’s main grain producing region. The grain export terminal has an installed throughput capacity of 3 million mt per annum and will serve as a platform for the large scale deployment of Kernel`s grain export business from Russia.

Following the current report no 44/2011 dated 18 August 2011, Kernel Holding S.A. reports that on 21 August 2012 Kernel Trade LLC (“the Company”), a subsidiary of Kernel Holding S.A., signed an addendum to a USD 500 million credit agreement (“the Addendum”) with a syndicate of banks, with respect to the renewal of a USD 222 million short-term tranche.

The USD 500 million Facility is structured as a dual tranche credit, including (1) a USD 278 million long-term tranche available to the Company until 31 July 2014 and (2) a USD 222 million one-year tranche which is renewable subject to the lending syndicate’s approval. The Facility will be drawn to finance the Company’s purchase, storage and processing of sunflower seed into sunflower oil and meal for domestic sale or export.

The Addendum shall come into force as of the date of registration of the agreement with the National Bank of Ukraine which is expected to be received by the end of August 2012. Documentation with respect to the structure of the loan is expected to be signed by the Parties by the end of August 2012.

Kernel Holding S.A. informs that an extraordinary general meeting of its subsidiary, PJSC «SUGAR UNION «UKRROS», has been convened for 14 September 2012 in order to vote among others on the proposed buyback of shares in that subsidiary. For further details on the share buyback, the shareholders of PJSC «SUGAR UNION «UKRROS» are advised to contact Kernel Holding S.A. investor relations team at [email protected]

As the harvesting of early crops in Ukraine – wheat, barley and rapeseed – approach completion, and as the conditions for autumn crops become more apparent, Kernel is pleased to provide the Company`s forecast for Ukraine`s grain and oilseed production and export potential.

For details please refer to the following document:
Current report no 15 – KERNEL’s EXPECTATIONS FOR 2012 UKRAINE’s HARVEST

Kernel Holding S.A. reports that on 22 June 2012 Inerco Trade SA (“the Borrower”), a subsidiary of Kernel Holding S.A., entered into a USD 210 million secured revolving facility agreement (“the Facility”) with a syndicate of European banks.

The Facility is effective through 30 June 2013 and will be drawn, subject to the fulfillment of precedent conditions, by the Borrower for the purpose of financing the purchase, storage, transportation and transshipment of agricultural commodities such as corn, barley, wheat, rapeseed and soybeans.

Kernel Holding S.A. entered into a call option agreement to purchase a 100% interest in two farming companies, one which manages 79,200 ha of leasehold farmland in the Khmelnitsk region and the other which manages 40,000 ha of leasehold farmland in the Poltava region. These new agri companies will expand the total farm land under management to 330,000 ha,along with an additional 325,000 tons of grain storage capacity, bringing Kernel’s total grain storage capacity to over 2.7 million tons. Subject to approval by the Antimonopoly Committee of Ukraine, Kernel will pay USD98 million for the farmland leasehold rights, storage capacities,machinery and working capital, of which USD61 million will be paid at closing and the remaining USD37 million upon achievement of post-completion sellers’ obligations.

Kernel Holding S.A. (the “Company”) is pleased to announce that the settlement agreement with the State Agricultural Fund (the “Fund”) of Ukraine was signed on 20 March 2012. The Parties agreed that the Contract, signed in August 2011, with respect to delivery by the Company to the Fund of 75,700 tons of sugar, will be executed by the Parties in May 2012, with all contractual conditions (including price and payment terms) remaining the same. The settlement agreement shall be approved by the Commercial

Fitch Ratings, Moscow/London, 08 February 2012: Fitch Ratings has affirmed Luxembourg- based Kernel Holding S.A. (Kernel) Long-term foreign and local currency Issuer Default Ratings (IDRs) of ‘B’ and ‘B+’, respectively. Fitch has also affirmed Kernel’s National Long- term rating of ‘AA+'(ukr). The Outlooks for the Long-term IDRs and National Long-term rating are Stable.

The ratings affirmation reflects Kernel’s leadership positions in fairly consolidated industries of operations, high degree of vertical integration, its  conservative approach to managing price risk in the sunflower oil production segment and adequate matching between debt and sales/profits by currency. Additionally, the group’s moderate financial leverage and strong liquidity backed up by an improvement in the debt maturity profile also supports the current ratings.

Among Kernel’s negative rating factors are its aggressive acquisition ambitions that have recently involved entering new industries (such as sugar production with Ukrros) and markets (Russia via Russian Oils) and increased its working capital requirements along with making them even more seasonal due to synchrony in purchasing raw materials for oil and sugar crushing businesses  Kernel’s sales are dependent on a few number of large customers in bulk oil and grain trading business, and on farmers of a single country – in its sourcing of grains, oilseeds and sugar.  Kernel’s business location  mostly in  Ukraine, with the  government’s proven interference in agribusiness via the introduction of exports controls or taxes also has a bearing on the current rating.

In fiscal-year ended 30 June 2011 (FY11), Kernel continued to expand its business organically and through acquisitions. Active M&A has been financed both by incremental debt and new equity issuance, allowing gearing to  remain balanced. FY11 lease-adjusted net  debt/  Op. EBITDAR dropped to 1.2x from 1.8x as EBITDAR rose by 60% despite weakening operating margins.

Fitch expects lease-adjusted net leverage in FY12 will deteriorate towards 1.8x due to larger debt and working capital investments mostly as a result of the latest acquisitions. However, Kernel exhibits improved debt maturity profile and adequate liquidity sources. Subject to management maintaining a conservative stance over future M&A opportunities, and the pace of integration of the latest business additions delivering at least stable operating margins, this should ensure a smooth de-leveraging profile from FY13.

Kernel’s local currency IDR remains, however, constrained by the group’s M&A appetite, by event-risks linked to its dependence mostly on Ukrainian suppliers and to its exposure to the Ukrainian government, which has a track record of introducing export restrictions or levies to the farming sector to address its perennial budget deficits. This has translated into large volatility in sales and profits for entities in the sector, as Kernel has shown in the Q112 results for its grain segment.
A negative rating action could follow if Kernel’s lease-adjusted net leverage is above 2.5x or if there is insufficient liquidity to cover projected peak working capital requirements throughout the  year.  Pressure  on  Kernel’s  free  cash  flow  from  business  growth  can  be  generally considered acceptable. However, large and recurringly negative free cash flow margin (in excess of minus 5%), the introduction of harsh export market regulations that cause losses to the company’s bulk oil or grain trading operations, or uneven treatments of market participants (for example via the introduction of differential export quotas) that adversely affect Kernel, will also be considered by Fitch as negative rating factors.

Contact:
Primary Analyst Anton Shishov Analyst
+7 495 956 55 69
Fitch Ratings CIS Ltd. Branch Office
6 Gasheka Street
Moscow 125047

Secondary Analyst Pablo Mazzini Senior Director
+44 203 530 10 21

Committee Chairperson
Giulio Lombardi
Senior Director
+39 02 8790 87214

Additional information is available on www.fitchratings.com.

Applicable criteria, ‘Corporate Rating Methodology’, dated 12 August 2011, is available at www.fitchratings.com.

Related Research: ‘Rating Emerging Market Corporates; Cross-Sector Credit Factors’, dated
11 April 2011

The Board of Directors of Kernel Holding S.A. is pleased to publish the Condensed Consolidated Financial Statements of Kernel Holding S.A. and Subsidiaries for the 1st quarter of our financial year 2011. The Condensed Financial Statements are available on the Company’s website under: Investor relations/Financial Reports:

Following release of the Company’s financial statements for the 3-month period ended 30 September 2011, Kernel’s Management is pleased to make available a comparative presentation of the results, published on the Company’s website under Investor relations/Presentations: http://kernel.ua/en/filearchive/presentations/ .

Following publication of Kernel Holding S.A. results for the 3-month period ended 30 September 2011, the Company’s management is pleased to host a conference call on Wednesday 16 November 2011 at 09:00 New York time, 14:00 UK time, 15:00 Central European time, to discuss the Company’s results.

To listen to the conference call, all participants must register in advance using the following URL: http://emea.directeventreg.com/registration/event/27205900

After you register you will receive a full list of Conference Call dial-in numbers and your personal Direct Event Passcode and Registrant ID.

14-DAY REPLAY NUMBER: For those who cannot listen to the live broadcast, a replay of the call will be available later in the day and for 14 days following the conference call. To listen to the replay, please dial either of the following numbers: UK free call dial-in: 0800 953 1533 / UK local dial-in: 0845 245 5205 / US free call dial-in: 1866 247 4222 / International dial-in: 0044 (0) 1452 55 00 00. This last number can be used internationally if you have troubles to connect from your countries or mobile phones. When prompted, enter the access code for replays 25920329#

The Management of Kernel is pleased to announce it has entered into a transaction for the sale of so-called VAT bonds with a total face value of UAH 1 072 562 thousand, representing the entire position held by the Company in the State bonds. Issued to Ukrainian subsidiaries of Kernel in reimbursement of VAT, the bonds were sold to third parties for a total amount of UAH 943 255 thousand. While the Company stated early October that it was considering, as an option, to hold the bonds to maturity, the well-supported demand for Ukraine sovereign risk has led to investors bidding higher prices for the bonds, eventually presenting the Company with an attractive offer to sell the bonds at a 12 percent discount to par value, a substantial improvement to the initial 20 percent discount asked by investors immediately following issuance of the bond. While the sale of the State bonds translates into a charge accounted for in the first quarter of our current year, the Management of Kernel views the transaction as an attractive opportunity to sell, at a reasonable price, a sizable asset carrying currency risk and, therefore, as a significant overall improvement to the risk profile of the Company.

Kernel Holding S.A. is pleased to provide shareholders of the Company with important documents for the upcoming Annual General Meeting of shareholders to be held on Wednesday 7 December 2011 at 65, boulevard Grande-Duchesse Charlotte, L-1331 Luxembourg at 13.45 hours of local time in Luxembourg. The following documents are now available on the Company’s website under Investor Relations / AGM:
1. AGM agenda and draft resolutions
2. Important information for participating in the AGM
3. Form of Participation and Proxy

Kernel Holding S.A. is pleased to provide shareholders of the Company with important documents for the upcoming Extraordinary general meeting of shareholders to be held on Wednesday 7 December 2011 at 65, boulevard Grande-Duchesse Charlotte, L-1331 Luxembourg at 14.30 hours of local time in Luxembourg. The following documents are now available on the Company’s website under Investor Relations / EGM:
1. EGM agenda and draft resolutions
2. Important information for participating in the EGM
3. Form of Participation and Proxies

Dear Shareholders,

We wish to inform you that the Board of Directors has resolved to postpone the Annual General Meeting of shareholders. Originally planned to be held on 15 November, the AGM will now be held on Wednesday 7 December.

The decision to postpone the AGM results from the entry into force of the Luxembourg law of 24 May 2011 implementing Directive 2007/36/EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders of listed companies (the “Shareholders’ Right Law”) which requires a minimum 30-day notice period between the convening and the actual date of the general meeting of shareholders.

As a result, the Company and the Board of Directors will comply with the new provisions of Luxembourg law regarding the convening of the general meeting of shareholders and will further work on the implementation of the Shareholders’ Right Law into the articles of incorporation of the Company.

Upon further resolution of the Board of Directors to convene the annual general meeting of shareholders, shareholders shall be duly convened via publication of the convening notice in the Luxembourg official gazette, a Luxembourg newspaper, market filings (ESPI) and on the Company’s website.

Instructions shall further be issued in relation to the attendance and voting process at the annual general meeting of shareholders.

For any questions please contact: [email protected].
The Board of Directors

Following release of the Company’s financial statements for the 3-month period ended 30 June 2011, Kernel’s Management is pleased to make available a comparative presentation of the results, published on the Company’s website under Investor relations|Presentations.

Q4 FY2011 RESULTS (pdf 876.8 KB)

Following publication of Kernel Holding S.A. results for the 3-month period ended 30 June 2011, the Company’s management is pleased to host a conference call on Tuesday 30 August 2011 at 09:00 New York time, 14:00 UK time, 15:00 Central European time, to discuss the Company’s results.

To listen to the conference call, all participants must register in advance using the following URL: http://emea.directeventreg.com/registration/event/93504217

Participants can dial either of the following numbers: UK dial-in number: 08448719470 / US dial-in number: 18772561273 / Poland dial-in number: 008001213579 / Russia dial-in number: 81080022672044 / Direct Event International dial-in: 0044 (0) 1452 569 097. This last number can be used internationally if you have troubles to connect from your countries or mobile phones.

14-DAY REPLAY NUMBER: For those who cannot listen to the live broadcast, a replay of the call will be available later in the day and for 14 days following the conference call. To listen to the replay, please dial either of the following numbers: UK free call dial-in: 0800 953 1533 / UK local dial-in: 0845 245 5205 / US free call dial-in: 1866 247 4222 / International dial-in: 0044 (0) 1452 55 00 00. This last number can be used internationally if you have troubles to connect from your countries or mobile phones. When prompted, enter the access code for replays 2311408#.

The Board of Directors of Kernel Holding S.A. is pleased to release the unaudited Financial Statements of Kernel Holding S.A. and Subsidiaries for the 3-month period ended 30 June 2011. The Financial Statements are available on the Company’s website under Investor Relations/Financial Reports.

Kernel is pleased to announce it has entered into a new USD 500 million credit agreement with a syndicate of banks led by ING Bank N.V, UniCredit Bank AG, and Deutsche Bank AG. The new facility will be drawn to finance the Company’s sunflower seed purchases, storage and processing into sunflower oil and meal to be sold on the domestic market or exported. The credit agreement shall come into force from the date of registration of the agreement with the National Bank of Ukraine, expected to be received by end of August 2011. Documentation in respect of the security structure of the loan is expected to be signed by the Parties by end of August 2011.

Anastasia Usachova, Kernel CFO, stated: “This new USD 500 million working capital facility is a milestone in our credit history. The new credit facility comes not only as an enlarged facility in replacement of the existing USD 360 million working capital loan extended to finance our crushing activity over the previous year, but, maybe more importantly, it provides significantly more financing flexibility to Kernel thanks to a dual tranche structure, with a USD 278 million long-term tranche available to the Company until 31 July 2014, and a USD 222 million short-term tranche made available until 31 July 2012 and renewable subject to the lenders approval. While the increase in the amount of the credit facility clearly indicates our crushing activity has reached a significant size and is a testimony to the close and stable relationship we have built over the years with our banks, the new USD 278 million long-term tranche will also greatly improve the financing flexibility available to the Group and support the increased complexity of our operations.”

Kernel is pleased to announce it has entered into a new USD 500 million credit agreement with a syndicate of banks led by ING Bank N.V, UniCredit Bank AG, and Deutsche Bank AG. The new facility will be drawn to finance the Company’s sunflower seed purchases, storage and processing into sunflower oil and meal to be sold on the domestic market or exported. The credit agreement shall come into force from the date of registration of the agreement with the National Bank of Ukraine, expected to be received by end of August 2011. Documentation in respect of the security structure of the loan is expected to be signed by the Parties by end of August 2011.

Anastasia Usachova, Kernel CFO, stated: “This new USD 500 million working capital facility is a milestone in our credit history. The new credit facility comes not only as an enlarged facility in replacement of the existing USD 360 million working capital loan extended to finance our crushing activity over the previous year, but, maybe more importantly, it provides significantly more financing flexibility to Kernel thanks to a dual tranche structure, with a USD 278 million long-term tranche available to the Company until 31 July 2014, and a USD 222 million short-term tranche made available until 31 July 2012 and renewable subject to the lenders approval. While the increase in the amount of the credit facility clearly indicates our crushing activity has reached a significant size and is a testimony to the close and stable relationship we have built over the years with our banks, the new USD 278 million long-term tranche will also greatly improve the financing flexibility available to the Group and support the increased complexity of our operations.”

Kernel Holding S.A. is pleased to announce that, in line with its acquisition pipeline issued 30 March 2011, the Company acquired a 100% interest in Russian Oils, an oilseed crusher in Russia, for a USD 60 million enterprise value and cash consideration in the range of USD 15 million. While the transaction has already been approved by the Antimonopoly Committee of Russia and a share purchase agreement has been executed between the parties, remaining conditions precedent have to be fulfilled and completion of the transaction is expected to take place early September. The acquisition of Russian Oils provides Kernel with additional sunflower seed crushing capacity in the range of 400 000 tons per year in three production plants, with 1 plant located in the Krasnodar region and 2 plants located in the Stavropol region, south of Russia. In addition to the crushing capacity, Russian Oils provides the Company with oil refining and bottling capacity in the range of 100 000 tons of oil per year. Altogether, sales of bulk and bottled oil produced at the Russian Oils facilities are expected to contribute EBITDA in the range of USD 20 million for the group in FY2012. Andrey Verevskyy, Chairman of Kernel, stated: “The acquisition of Russian Oils is an important new development for Kernel. While, as originally planned, the size of the acquisition remains relatively small, the Russian Oils crushing plants provide the Company with an opportunity to start operating immediately in Russia on the back of the 2011 sunflower seed harvest, also expected to be a sizable crop. It furthermore offers the Company a long-term opportunity to diversify geographically and to capitalize on the sizable sunflower seed harvest typically produced by Russia, the world’s second largest producer of sunflower seed and third largest exporter of sunflower oil. Clearly, we see this acquisition as our first steps in Russia, providing us a platform to build up expertise in this new and promising market. With this first acquisition abroad, we look forward to expand further our operations in Russia and replicate the business model we have successfully developed in Ukraine.”

With grain harvest in Ukraine now well under way, Kernel is pleased to provide the Company’s estimate of production levels in the country and export potential.

Overall, Ukraine is expected to produce from 48 to 50 million tons of grain, and between 11 and 12 million tons of oil-bearing crops, making season 2011/2012 one of the best agricultural seasons on record. Such production will provide the country the potential to export in excess of 20 million tons of grain, 3 million tons of rapeseed and soybean, and close to 3 million tons of sunflower oil.

The latest estimate and general consensus puts total 2011 grain production in Ukraine in the range of 48 million tons, compared to 39 million tons in 2010, equivalent to a 23% year-on-year increase in grain production. Up to 90% of wheat and barley has now been harvested and is safely stored in silo. While barley production will remain flat year-on-year, reflecting the generally lower profitability of this crop, wheat production is expected to increase from 17 million tons produced in 2010, to, possibly, over 21 million tons for the current season, a 23.5% year-on-year increase. The corn harvest is still a month away, but the general consensus forecasts production in a range from 16 to 17 million tons, compared to 12 million tons in 2010, a 37% year-on-year increase. Naturally, the increase in both wheat and corn production is expected to boost the grain export potential of Ukraine for the season 2011/2012. Together with a large carry-over of 5 million tons, as compared to 3 million tons of carry-over stocks entering season 2010/2011, we estimate the total wheat, barley and corn export potential to be in excess of 20 million tons, compared to circa 11 million tons exported over season 2010/2011. This very positive scenario for the current season could nevertheless be revised downwards if adverse weather conditions negatively impact the expected corn production in the country and, consequently, the amount of corn available for export.

Total production of rapeseed, soybean and sunflower seed is expected to be in the range of 11 to 12 million tons. Production would therefore be broadly in line with last year, establishing another record year and confirming the growing importance of oil-bearing crops in Ukrainian agricultural production. Rapeseed, harvested at the same time than wheat and barley, is now largely in silo and is expected to come at 1.4 million tons, the same level of production as last year. With most rapeseed produced in Ukraine being exported, we expect the export of rapeseed to be in the range of 1.3 million tons over season 2011/2012. Soybean and sunflower are mostly harvested in the month of September, therefore weather conditions could still affect the size of both crops. As they stand today, both soybean and sunflower seed production look quite promising. The consensus forecast is for soybean production to increase from 1.6 million tons in 2010/2011, to 2.0 million tons harvested in 2011, and export to grow from 900 000 tons to 1.2 million tons. Sunflower seed production is expected to exceed 8 million tons, which would make season 2011/2012 the best season on record for sunflower seed in Ukraine and provide Kernel with a comfortable supply of feedstock for the company’s increased crushing capacity.

Kernel Holding S.A. is pleased to provide shareholders of the Company with important documents for the upcoming Extraordinary General Meeting of shareholders to be held on Thursday 21 July 2011 at 65, boulevard Grande-Duchesse Charlotte, L-1331 Luxembourg.

The following documents are now available on the Company’s website under Investor Relations / EGM:

1. Proposed resolutions of the EGM
2. Important information for participating in the EGM
3. Form of proxy

Kernel Holding S.A. is pleased to announce that on 27 June 2011 the Company entered into a call option to acquire 100% of the Black Sea Industries (“BSI”) crushing plant located close to the Company’s grain terminal in the port of Illichevsk. While the exercise of the call option is subject to approval by the Antimonopoly Committee of Ukraine, the BSI crushing plant will be fully operated by Kernel as of the start of the new season 2011/2012. The value of the transaction is set at USD 140 million on a debt free and cash free basis.

Andrey Verevskyy, Chairman of Kernel Holding S.A. stated: ” We are extremely pleased to acquire the BSI crushing plant. Thanks to the successful tolling agreement signed with BSI in September 2009 providing Kernel the right to crush 230 000 tons of sunflower seed per year, we are already well acquainted with this first-class production asset. We appreciate not only the high efficiency of this multi-seed crushing plant, but also its location, which is close to ideal. This has been, of course, a key parameter in our decision process: Both the oil and meal produced at the crushing plant are directly transported through our grain terminal and shipped onto vessels for export. Not only will we reap immediate benefits from this acquisition, but we also see significant opportunities to develop further synergies with our terminal in Illichevsk, achieving, in particular, cost savings in logistics as we expand the volume of oil and meal we export through the terminal. As we enter the new season 2011/2012, we look forward to immediately increase our crushing program in that plant to its maximum capacity of 500 000 tons of seed per year and, consequently, bring our total crush capacity to 2.6 million tons of seed per year.”

Dear Shareholders, We suggest you to authorise again the board of directors of the Company to increase the Company’s share capital within the limits of the authorized capital which you may adopt at the next extraordinary general meeting of shareholders of the Company to be held before a Luxembourg notary, on or about 15th June 2011, especially to fix said authorised capital, excluded the current issued share capital, at one hundred eighty four thousand four hundred and seven US Dollars (USD 184,407) to be divided into six million nine hundred eighty three thousand five hundred and twenty five (6,983,525) shares without indication of a nominal value. We further suggest you to authorize the board of directors, during a period no longer than a term of five (5) years from the date of the publication of the present authorisation in the Luxembourg official gazette (Mémorial C, Recueil des Sociétés et Associations), to increase in one or several times the subscribed capital within the limits of the authorized capital and to issue new shares with or without share premium, as the board of directors may determine, to proceed to such issues without reserving for the existing shareholders a preferential right to subscribe to the shares to be issued and to delegate to any duly authorized person the duties of accepting subscriptions and receiving payment for shares representing part or all of such increased amounts of capital. The board of directors is of the opinion that the existence of a preferential subscription right for the benefit of the existing shareholders will seriously reduce the flexibility of the Company to carry out the above capital increase(s) in the Company in the most efficient and timely manner and, in addition, would risk delaying any increases of share capital and issues of new shares at a moment or during a transaction where timing may be of essence. Thus, it would be beneficial for the Company to be able to issue new shares without reserving a preferential subscription right. The board of directors

The President of the Republic of Poland Bronisław Komorowski personally congratulated Andrei Verevskyi, Kernel Chairman of the Board and major Company shareholder with winning ‘The Best IPO in the Countries of Central and Eastern Europe’ nomination. The Polish President strongly praised the Ukrainian company, which has increased its capitalization and stock value 3.5 times since launching its IPO on the Warsaw Stock Exchange in November 2007. Yesterday, 25 May 2011, the Warsaw Stock Exchange celebrated its 20th anniversary. The IPO Central and Eastern Europe Summit held under patronage of the Prime Minister of the Republic of Poland Donald Tusk was devoted to this jubilee. The goal of this event was to create a symbolic bridge between potential issuers and global investors.

Kernel Holding S.A. is pleased to provide shareholders of the Company with important documents for the upcoming General Meeting of shareholders to be held on Wednesday 15 June 2011 at 65, boulevard Grande-Duchesse Charlotte, L-1331 Luxembourg at 17:00 CET. The following documents are now available on the Company’s website under Investor Relations / General Meetings: 1. Proposed resolutions of the EGM 2. Important information for participating in the General Meeting of shareholders 3. Form of proxy

Following release of the Company’s financial statements for the 3-month period ended 31 March 2011, Kernel’s Management is pleased to make available a comparative presentation of the results, published on the Company’s website.

The Board of Directors of Kernel Holding S.A. is pleased to publish the unaudited Financial Statements of Kernel Holding S.A. and Subsidiaries for the 3-month period ended 31 March 2011. The Financial Statements are available on the Company’s website under Investor Relations/Financial Reports.

Following publication on Monday 16 May 2011 of Kernel Holding S.A. results for the 3-month period ended 31 March 2011, the Company’s management is pleased to host a conference call on the following day, Tuesday 17 May 2011 at 09:00 New York time, 14:00 UK time, 15:00 Central European time, to discuss the Company’s results. To listen to the conference call, please dial either of the following numbers, quoting “Kernel”: international dial-in number + 44 20 3003 2666, UK dial-in number 020 3037 9245, Poland dial-in number 00 800 121 2695. For those who cannot listen to the live broadcast, a replay of the call will be available later in the day and for 7 days following the conference call. To listen to the replay, please dial + 44 121 260 4861. When prompted, enter the access code for replays 2311408#.

The Board of Directors of Kernel Holding S.A. is pleased to publish the Condensed Financial Statements of Kernel Holding S.A. and Subsidiaries for the 6-month period ended 31 December 2010. The Condensed Financial Statements are available on the Company’s website

• Kernel_1H_2011_report (pdf 3.5 MB)
• Kernel_1_H_2011_pl (pdf 2.6 MB)

Following release of the Company’s reviewed financial statements for the 6-month period ended 31 December 2010, Kernel’s Management is pleased to make available a presentation of the results, published on the Company’s website.

• H1 FY2011 RESULTS (pdf 2.4 MB)

Kernel Holding SA (“Kernel” or the “Company) announces the results of the offering (the “Offering”) of ordinary shares of the Company announced 31 March, 2011. 5,400,000 ordinary shares were placed at a price of PLN 74 per share. The Offering raised gross proceeds of PLN 399.6m. Allottees in the Offering will receive shares on Wednesday 6 April, 2011. In order to effect this, Namsen Limited, a company controlled by Andrey Verevskyy and Kernel’s major shareholder, has agreed to lend shares in Kernel for the purposes of settlement. Subsequently there will be an Extraordinary General Meeting (“EGM”) held for the purposes of issuing an equivalent amount of new shares to Namsen Limited. The date for the EGM will be announced in due course. The issuance of the new shares to Namsen is subject to approval by EGM. ING Bank NV, London branch and ING Securities S.A. acted as sole bookrunners in the Offering. This announcement (and the information contained herein) shall not constitute or form any part of any offer or invitation to subscribe for, underwrite or otherwise acquire, or any solicitation of any offer to purchase or subscribe for securities in any jurisdiction where such activity is unlawful. It is not directed to, or intended for distribution to or use by, any person or entity located in any jurisdiction where such distribution, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. In particular, this announcement is not for release, directly or indirectly, in or into the United States of America, Australia, Canada or Japan. In Poland, the offering of securities described in this announcement is addressed solely to qualified investors, within the meaning of article 8 of the Polish Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies dated July 29th 2005, and within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), and to other investors each of whom acquires securities of a value (calculated on the basis of the offer price) of at least the zloty equivalent of EUR 50,000 (calculated at the mid exchange rate for the euro quoted by the National Bank of Poland for the day on which that price is determined). The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to U.S. persons unless they are registered under the Securities Act or pursuant to an available exemption therefrom. This announcement (and the information contained herein) does not contain or constitute an offer of securities for sale in the United States or to US persons and no public offering of securities is being made in the United States or to US persons. This announcement may not be distributed or published, directly or indirectly, in or into the United States.

Kernel Holding S.A. (“Kernel” or the “Company”) announces its intention to issue approximately five million new ordinary shares of the Company through an offering (the “Offering”) to institutional investors. The Company intends to use the proceeds of the Offering principally to finance the Company’s growth strategy, including potential acquisitions. The Company will be holding a conference call today at 17:00 London time, Wednesday 30 March, 2011. The dial in details are below. The Offering will be conducted through an accelerated bookbuild. The bookbuild is now open and is expected to close on or around 18:00 London time, Thursday 31 March, 2011. It is anticipated that the issue price for the Offering and the allocations to institutional investors will be announced on or around Friday 1 April, 2011. Allottees in the Offering will receive shares on or around Wednesday 6 April, 2011. In order to effect this, Namsen Limited, a company controlled by Andrey Verevskyy, which as of the date hereof holds approximately 40% of the issued share capital of the Company, will lend shares in Kernel for the purposes of settlement to ensure that allottees in the Offering can receive and trade their allocations immediately after settlement. Subsequently there will be Extraordinary General Meeting (“EGM”) held for the purposes of issuing an equivalent amount of new shares of the Company to Namsen Limited. The EGM notice will be issued on completion of the bookbuild. The proposed transaction has the same structure as that successfully completed by Kernel in April 2010. Namsen Limited intends to grant an irrevocable to vote in favour of the resolution relating to the new issue at the EGM. The issuance of the new shares to Namsen is subject to approval by EGM. ING Bank NV, London Branch and ING Securities S.A. (“ING”) will act as Bookrunners in the Offering. ING will accept subscription orders only from those investors eligible to participate in the Offering. The Offering is to institutional investors only and as such may only be acquired by certain investors, that is: – qualified investors, within the meaning of article 8 of the Polish Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies dated July 29th 2005, and within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), – other investors each of whom acquires securities of a value (calculated on the basis of the offer price) of at least the zloty equivalent of EUR 50,000 (calculated at the mid exchange rate for the euro quoted by the National Bank of Poland for the day on which that price is determined). Namsen is subject to a contractual lock-up established in connection with a transaction completed in June 2010. In order to facilitate the settlement of this transaction via the envisaged stock lend by Namsen Limited, ING has agreed to temporarily suspend this lock-up. After the transaction the lock-up will continue on its original terms until December 2011. The Company will be subject to a six month lock-up. Contacts: Patrick Conrad, Kernel Holding S.A. +380 44 461 8807 The Company will be holding a conference call at 17:00 London time, Wednesday 30 March. The dial in details are below. Participants should quote access code “892184” and “Kernel Holding”. Austria Freephone: 0800 6779 75 Belgium Freephone: 0800 5063 5 Croatia Freephone: 0800 2230 42 Czech Republic Freephone: 800 7009 53 Czech Republic Freephone: 800 1428 32 Denmark Freephone: 808 8666 0 Estonia Freephone: 800 0044 176 Finland Freephone: 0800 1174 92 France Freephone: 0800 9402 20 Germany Freephone: 0800 1016 599 Greece Freephone: 00 800 1270 28 Hungary Freephone: 0680 0180 48 Ireland Freephone: 1800 9321 08 Italy Freephone: 800 9874 68 Latvia Freephone: 800 0222 1 Lithuania Freephone: 880 0302 82 Luxembourg Freephone: 800 2492 9 Netherlands Freephone: 0800 0201 229 Norway Freephone: 800 1063 2 Poland Freephone: 00 800 1212 097 Portugal Freephone: 800 7820 51 Romania Freephone: 0800 8944 98 Russia Freephone: 81 0800 2806 3011 Slovak Republic Freephone: 0800 0049 84 Spain Freephone 800: 800 0980 18 Sweden Freephone: 0200 8876 51 Switzerland Freephone: 0800 0009 96 UK: +44 (0)20 7162 0077 United Kingdom Freephone: 0500 5510 79 Austria: +43 (0)268 2205 6292 Belgium: +32 (0)2 290 14 07 Czech Republic: +420 (2)3900 0635 Denmark: +45 3271 4607 Finland: +358 (0)9 2313 9201 France: +33 (0)1 7099 3208 Germany: +49 (0)695 8999 0507 Hungary: +36 (0)618 8932 15 Ireland: +353 (0)1 4364 106 Italy: +39 023 0350 9003 Luxembourg: +352 270 0073 408 Netherlands: +31 (0)20 7965 008 Norway: +47 2156 312 0 Spain: +34 9178 8989 6 Sweden: +46 (0)8 5052 0110 Switzerland (Geneva): +41 (0)2 2592 7007 Switzerland (Zurich): +41(0)434 5692 61 This announcement (and the information contained herein) shall not constitute or form any part of any offer or invitation to subscribe for, underwrite or otherwise acquire, or any solicitation of any offer to purchase or subscribe for securities in any jurisdiction where such activity is unlawful. It is not directed to, or intended for distribution to or use by, any person or entity located in any jurisdiction where such distribution, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. In particular, this announcement is not for release, directly or indirectly, in or into the United States of America, Australia, Canada or Japan. In Poland, the offering of securities described in this announcement is addressed solely to qualified investors, within the meaning of article 8 of the Polish Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies dated July 29th 2005, and within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), and to other investors each of whom acquires securities of a value (calculated on the basis of the offer price) of at least the zloty equivalent of EUR 50,000 (calculated at the mid exchange rate for the euro quoted by the National Bank of Poland for the day on which that price is determined). The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to U.S. persons unless they are registered under the Securities Act or pursuant to an available exemption therefrom. This announcement (and the information contained herein) does not contain or constitute an offer of securities for sale in the United States or to US persons and no public offering of securities is being made in the United States or to US persons. This announcement may not be distributed or published, directly or indirectly, in or into the United States.

Following publication of a press release dated 30 March 2011 announcing the intention of the Company to raise approximately USD 135 million through an offering to institutional investors of ordinary shares of the Company, Kernel’s Management is pleased to make available a presentation of the Company’s acquisition pipeline and a description of the Ukrros transaction, published on the Company’s website

Following publication of the Company’s consolidated financial statements for the 3-month period ended 31 December 2010, Kernel’s Management is pleased to make available a presentation of the results, published on the Company’s website under:

The Board of Directors of Kernel Holding S.A. is pleased to publish the Condensed Financial Statements of Kernel Holding S.A. and Subsidiaries for the 3 months ended 31 December 2010. The Condensed Financial Statements are available on the Company’s website under:

Kernel Holding S.A. is pleased to announce that on 10 February 2011 the Warsaw Stock Exchange took the decision to include Kernel in the WIG 20 index. Andrey Verevskyy, Chairman of the Board, stated: “The inclusion of Kernel in the WIG 20 index is a very important step for our Company. It is a tribute to the vitality of our business and to the significant growth we have achieved over the 3 years since we have been listed on the Warsaw Stock Exchange. I take this opportunity to thank the Management of the Exchange for offering such development opportunities to Ukrainian companies in general and Kernel in particular. Today, we have the privilege of being the first Ukrainian company to join the prestigious WIG 20 index, representing the 20 largest companies by market capitalization and most liquid stocks to be listed on the Warsaw Stock Exchange. Undoubtedly, this event brings Kernel and Ukraine under the spotlight of the international investment community: it will provide a further opportunity to highlight the quality of our Company and the investment opportunities in the agribusiness of Ukraine”. Kernel Holding S.A. will be formally included in the WIG 20 index following the trading session of Friday 18 March 2011. The weighting allocated to the Company in the WIG 20 index is 2.08%.

Following publication on Monday 14 February 2011 of Company results for the 3-month period ended 31 December 2010, Kernel’s management is pleased to host a conference call on the following day, Tuesday 15 February 2011 at 09:00 New York time, 14:00 UK time, 15:00 Central European time, to discuss the Company’s results. To listen to the conference call, please dial either of the following numbers, quoting “Kernel”: international dial-in number + 44 20 3003 2666, UK dial-in number 0808 109 0700, Poland dial-in number 00 800 121 2695 For those who cannot listen to the live broadcast, a replay of the call will be available later in the day and for 7 days following the conference call. To listen to the replay, please dial + 44 121 260 4861. When prompted, enter the access code for replays 6785961#.

Following publication of the Company’s consolidated financial statements for the 3-month period ended 30 September 2010, Kernel’s Management is pleased to make available a presentation of the results, published on the Company’s website under

Kernel Holding S.A. is pleased to provide shareholders of the Company with important documents for the upcoming Annual General Meeting of shareholders to be held on Monday 15 November 2010 at 65, boulevard Grande-Duchesse Charlotte, L-1331 Luxembourg at 17:00 hours of local time in Luxembourg. The following documents are now available on the Company’s website under Investor Relations / General Meetings: 1. AGM agenda and draft resolutions 2. Important information for participating in the AGM 3. Form of Participation and Proxy

Kernel management is pleased to host a conference call on Tuesday 26 October 2010 at 09:00 New York time, 14:00 UK time, 15:00 Central European time to review and discuss the grain quotas recently introduced by the Government of Ukraine. To listen to the conference call, please dial either of the following numbers, quoting 20529793: UK dial-in free call number 0800 073 0691, UK dial-in standard international number +44 1452 559 252, Poland dial-in number 0080 012 126 55, Russia dial-in number 8108 002 097 2044.

Following recent press releases related to the acquisition of Allseeds production assets, the Management of Kernel wishes to throw some light on potentially misleading information published by various press agencies. As announced in our current report No 31/2010 entitled “Exercise of call option for Allseeds acquisition”, the purchase of 94% of shares in Allseeds Group Public Co LTD (now under the new name of Corolex Public Co LTD) was brought to a successful and final conclusion on 22 June 2010, with all production assets of the former Allseeds group now under the firm and definitive control of Kernel. Recent press articles, under the guidance of the company Cross Trade Financial Limited (hereafter “Cross”), a minority shareholder, have alleged that the Allseeds transaction might still not be complete, or even that it could be reversed. For the sake of clarity, we confirm that our Company has no commitment whatsoever towards Cross, save for customary and legal obligations towards minority shareholders, and that any action undertaken by Cross would in no way affect the validity of the transaction. To date, no court proceedings have been initiated by Cross in Cyprus against Kernel to address any potential violation of minority rights, and the Company is confident that the Allseeds transaction was conducted and finalized in strict observance of applicable law. Regarding legal proceedings initiated in April 2010 in Ukraine by Mr Petrishe, a former minority shareholder of Allseeds group, and company “ZTK” in respect of the ownership of several land plots in the port of Nikolayev, Kernel is pleased to announce that it has successfully won the cases at all court levels including the Supreme Commercial Court of Ukraine, thereby conclusively demonstrating that claims against Kernel were groundless. As a matter of policy, Kernel does not report on court proceedings or legal matters considered as not material to the Company’s activity.

Kernel Holding S.A. informs that on 8 October 2010 a Subsidiary of Kernel Holding S.A. entered into a preliminary agreement to purchase the farming enterprise for a total consideration equivalent to USD 1.6 million. The assets of the farming enterprise include lease rights on 2 356 ha of land in the region of Kirovograd (the lease period is up to 7 years), the value of the lease rights being estimated at USD 265 per hectare, plus farming equipment, inventory and biological assets. The transaction is to be finalized by January 2011.

Fitch Ratings-London-05 October 2010: Fitch Ratings has assigned Luxembourg-incorporated agricultural commodity producer and exporter Kernel Holding S.A. (Kernel) Long-term foreign and local currency Issuer Default Ratings (IDRs) of ‘B’ and ‘B+’, respectively. Fitch has also assigned Kernel a National Long-term rating of ‘AA+'(ukr). The Outlooks for the Long-term IDRs and National Long-term rating are Stable. The Long-term IDRs reflect the vertically integrated nature of the company, its conservative approach to trading market risk, as well as its track record of maintaining stable operating profit margins of approximately 16-17% in the past three financial years despite swings in market prices over the period FY07-FY09. Additionally, leadership market positions in the Ukraine in the concentrated industries of grain procurement and export, bottled sunflower oil sold domestically and exported bulk oil; a well balanced position between cash flow and debt by currency; as well as adequate liquidity to deal with seasonal working capital peaks, support the rating. Conversely, the ratings also take into account the high reliance of Kernel’s sales on a limited number of large customers, high seasonal peaks for working capital and the company’s growth ambitions, which could cause an increase of debt. Also, given its reliance on sourcing products in a single country, the company’s profits are vulnerable in the event of a very weak harvest for grains and sunflower seed in the Ukraine, and are also vulnerable to a drop in international prices of grains and sunflower oil. Since 2006, the company has successfully grown the scale of its business by adding to its grain trading businesses an important network of silos in the fertile central-eastern part of Ukraine and two port facilities with direct access to the Black Sea. This infrastructure enables Kernel to better control both the procurement of grain and sunflower seed in the country as well as the export of grains and sunflower oil. Kernel is by far the largest producer of sunflower oil in the country, as it is close to reaching 2.3 million tonnes of sunflower seed annual crushing capacity in 2011. This manufacturing capacity, which operates for the export market of bulk product and for the local distribution of bottled oil for family consumption, gives the company pricing power and stability on profits. With FY10 (ending 30 June 2010) net lease adjusted leverage of 1.8x, Op. EBITDAR to fixed charges of 5.4x and an expected improvement in these metrics during FY11, the group’s financial risk is considered average for its ratings. FY11 Op. EBITDAR should benefit from the first time full consolidation of the acquisition of Allseeds (completed in March 2010) and the gradual coming on-stream of the Bandurka crushing plant, thus potentially raising Op. EBITDAR to around USD230-USD250m (FY10: USD190m). The ratings assigned incorporate headroom for moderate acquisition spending and for the seasonal working capital peaks that the company typically experiences in December and March due to the build-up of sunflower seed inventories. Fitch calculates that the effect of working capital on debt at these dates can be as much as 1.0x annual EBITDA higher than fiscal year-end levels. In assessing the effect of these seasonal debt requirements on Kernel’s leverage, the agency takes some comfort from the company’s practice of signing a large proportion of annual oil sales contracts in conjunction with its oilseed purchases taking place between September and March. The Long-term foreign and local currency IDRs could benefit from a permanent reduction of gross lease adjusted leverage below 1.0x (excluding seasonal working capital-related debt peaks), maintenance of the current integrated business profile, reassurance that the company can maintain a good degree of positive annual FCF generation despite capex plans. A negative rating action could follow if gross lease adjusted leverage rises above 2.5x, as a result of debt-funded acquisition activity or, above 3.5x if calculated during the company’s seasonal inventory peaks. Alternatively, a similar increase of leverage derived from a shock in the commodity markets and not normalising back to credit metrics commensurate with the current ‘B+’ in the following 12 months, or a shortage of liquidity with respect to the company’s projected peak requirements of working capital could also lead to a downgrade. Contact: Primary analyst Giulio Lombardi Senior Director +44 20 7417 6314 Fitch Ratings Limited 101 Finsbury Pavement, London, EC2A 1RS Secondary analyst Pablo Mazzini Senior Director +44 20 7417 3540 Committee chairperson John Hatton Managing Director +44 20 7417 4283 Media contact: Anna Bykova, Moscow, Tel.: + 7 495 956 9903/9901, [email protected] Additional information is available at www.fitchratings.com. Applicable criteria, ‘Corporate Ratings Methodology’, dated 13 August 2010, is available at www.fitchratings.com Note to Editors: Fitch’s National ratings provide a relative measure of creditworthiness for rated entities in countries with relatively low international sovereign ratings and where there is demand for such ratings. The best risk within a country is rated ‘AAA’ and other credits are rated only relative to this risk. National ratings are designed for use mainly by local investors in local markets and are signified by the addition of an identifier for the country concerned, such as ‘AAA(ukr)’ for National ratings in Ukraine. Specific letter grades are not therefore internationally comparable. ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: HTTP://FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY’S PUBLIC WEBSITE ‘WWW.FITCHRATINGS.COM’. PUBLISHED RATINGS, CRITERIA AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH’S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE ‘CODE OF CONDUCT’ SECTION OF THIS SITE.

Following publication of the Company’s consolidated financial statements for financial year 2010, Kernel’s management is pleased to make available a presentation of the results, published on our website under:

The Board of Directors of Kernel Holding S.A. is pleased to publish the audited Condensed Financial Statements of Kernel Holding S.A. and Subsidiaries for the 12-month period ending 30 June 2010, now available on the Company’s website under Investor relations/Financial Reports: http://admin.kernel1.domino.net.ua/.db/17823/files/Kernel_Holding_S.A.__2010_year.pdf

Following publication on Friday 1 October 2010 of Company results for the year ended 30 June 2010, Kernel’s management is pleased to host a conference call on Monday 4 October 2010 at 09:00 New York time, 14:00 UK time, 15:00 Central European time, to discuss the Company’s results. To listen to the conference call, please dial either of the following numbers, quoting 876754: UK dial-in number + 44 20 7162 0025 , Poland dial-in number + 800 1212 097, Russia dial-in number + 800 2806 3011 or US dial-in number +1 877 491 0064 . For those who cannot listen to the live broadcast, a replay of the call will be available later in the day and for 7 days following the conference call. To listen to the replay, please dial +44 20 7031 4064 . When prompted, enter the pass code for replays 876754.

Following publication of the Company’s consolidated financial statements for the fourth quarter of financial year 2010, Kernel’s management is pleased to make available a presentation of the results, published on our website under:

Kernel informs that the condensed consolidated financial report for the fourth quarter of of financial year 2010 is published and available on the Company’s website under Investor Relations / Shareholder Reports section:

Following publication on Monday 30 August 2010 of Company results for the quarter ending 30 June 2010, Kernel’s management is pleased to host a conference call on Tuesday 31 August 2010 at 09:00 New York time, 14:00 UK time, 15:00 Central European time to discuss the Company’s results. To listen to the conference call, please dial either of the following numbers, quoting 874111: UK dial-in number + 44 20 7162 0077 , Poland dial-in number + 800 1212 097, or US dial-in number +1 877 491 0064 . For those who cannot listen to the live broadcast, a replay of the call will be available later in the day and for 7 days following the conference call. To listen to the replay, please dial +44 20 7031 4064 . When prompted, enter the pass code for replays 874111.

The Management of Kernel Holding S.A. is pleased to announce that the Company has successfully signed on 11 August 2010 a Syndicated Secured Financing Facility with a banking syndicate led by ING Bank N.V and UniCredit Bank AG, together the Co-ordinating Mandated Lead Arrangers of the Facility. Initially launched for an amount of US$ 230 million, the Financing Facility was increased to a total of US$ 260 million and banks’ commitments were scaled back following substantial oversubscription. The Facility is structured as a dual tranche short term committed, annual extendable Syndicated Secured Financing Facility. The proceeds shall be used to finance the 2010/2011 oilseed crushing campaign, in particular the purchase, storage and processing of the sunflower seeds into oil and meal. Anastasia Usachova, Kernel CFO, stated: “We are delighted to see the continued strong commitment of our banks to the development and success of our Company. Not only did we achieve our initial target of securing USD 230 million for the oilseed crushing campaign in this season 2010/2011, but also the strong interest shown by the banking community and eventual oversubscription enabled us to increase the amount to USD 260 million and secure the necessary financing in case of a significant price appreciation in sunflower seed, as could be the case in this financial year.”

Following news published on 20 July by Kernel, the Company reports on the ongoing harvest throughout Ukraine. The harvesting of wheat, barley and rapeseed in now drawing to a close. Throughout this harvesting period, and though temperatures in July were rather high, Ukraine was fortunate not to suffer from the extreme heat and dryness affecting Russia and Kazakhstan. This has resulted in a more limited negative effect on the overall production volume of these three crops, the total drop in production expected to be in the range of 16%, compared to an expected 25 to 30% year-on-year drop in Russian production. With over 80% of wheat and barley crops now harvested throughout the country, we expect 2010 wheat production to reach 18 million tons, a 13.9% drop versus the 2009 harvest which stood at 20.9 million tons. Barley production is expected to reach 9.5 million tons versus 11.8 million tons in 2009, equivalent to a 19.5% fall in production. Not including carry-over stocks, export volumes for both crops are expected to total 10.0 million tons, compared to 15.2 million tons on the back of the 2009 harvest, a 34% year-on-year drop in exportable wheat and barley volumes. The heat wave has however intensified of late, with temperatures approaching 40 degrees Celsius. Three important crops still have to be harvested in the period from September through October, namely sunflower, soybean and corn. Sunflower bears of course the most importance for the Company. To date, the weather has not had a negative impact on the sunflower crop and, provided the heat and dryness do not persist throughout August, we continue to expect a harvest in excess of 7 million tons for the season. Corn, on the other hand, could be affected by the present heat wave, and the 13 million ton USDA estimate (USDA, July 2010) could be significantly reduced. Altogether, our forecast for the grain harvest, that is wheat, barley and corn, is now subject to the corn harvest, still more than a month away. As to sunflower seed, the Company remains confident on the state of the crop and availability of the feedstock to process in Company crushing plants throughout the 2010/2011 season.

With harvesting of wheat, barley and rapeseed now in full swing in Ukraine, Kernel feels confident to confirm initial positive comments regarding the 2010 crop, as published in our 3rd quarter financial report. It should be noted that the very dry weather, which has adversely impacted agricultural production in some areas of Europe and Russia, has only moderately affected grain production in Ukraine. To date, the country has harvested in the range of 30% of the wheat, barley and rapeseed in the fields and, barring any sudden adverse weather conditions, company management expects the country to harvest in total in the range of 40 to 45 million tons of wheat and coarse grains, of which 18 to 20 million tons should be exported, including carry-over volumes from the 2009 harvest. As a positive side effect of such weather conditions, the price of wheat on the international market has increased by some 30% over the month of July, providing a welcome boost in revenue to the Ukraine farming sector. Soybean, corn and sunflower are still in the growing period. All three crops will be harvested from mid-September and until end of October and, consequently, any forecast on the volumes, which Ukraine will produce, should be treated with caution. However, based on the present state of the crops, the overall outlook in terms of production volumes for soybean, corn and sunflower seems promising. In particular, the present state of the sunflower seed crop indicates the country could be producing an even larger crop than was initially expected: from a production estimate of 6 to 7 million tons, the general consensus has now moved to a production forecast in a range from 7 to 8 million tons of sunflower seed. Overall, Ukraine looks set to achieve another year of reasonable agricultural production. Notwithstanding the lingering problems caused by the 2008 financial crisis and the still subdued prices for agriculture commodities, the farming sector in Ukraine is performing reasonably well and should provide Kernel with the expected volumes to export or process.

Given the wide interest of mass media, management of Kernel Holding SA states that Kernel Holding has no obligations in any kind related to the acquisition from Cross Trade Financial Limited of 6 % minority interest in Corolex Public Co Limited. Kernel Holding SA informs that all actions connected to the restructuring of assets, belonging to the companies which Kernel Holding SA recently acquired, will be done within requirements of Cyprus Company Law and Articles of Corolex Public Co Limited related to the minority’s rights.

Kernel Holding S.A. is pleased to inform that Kernel Holding S.A. on 22 June 2010 executed the call option agreements to acquire 94% in the Allseeds Group of Companies. As we announced in the current report #5 dd 26.02.2010, the acquisition of controlling interest in the Allseeds Group was approved by Antimonopoly Committee on 25 February 2010. The preliminary Enterprise Value of Allseeds is c.USD 220 million, the final cash consideration to be paid by Kernel being subject to certain adjustments based on 31 March 2010 IFRS audited figures of Allseeds, such audited figures expected to be issued by end of calendar year 2010. The production assets of Allseeds are crushing plants, grain silos and oil transshipment and export terminal, all located in Ukraine. Kernel is currently finalizing the technical and business due diligence in respect of the possible disposal of some of the acquired assets, located in Nikolaev.

The Government of Ukraine published on 1 June 2010 a long-awaited decree confirming that it will issue bonds in payment of VAT refunds owed exporters. In accordance with the terms and conditions outlined in a Resolution of the Cabinet of Ministers’ dated 12 May 2010, the bonds will cover VAT refunds owed and confirmed by the Government up to 1 May 2010. 10% of the total bond issue will be redeemed every six months following issuance of the bonds, the last 10% tranche being therefore redeemed five years following issuance. The bonds will carry an interest rate of 5.5 percent per annum. Andrey Verevskyy, Chairman of Kernel, stated: “We of course welcome this initiative by the Government of Ukraine to finally address this long-standing issue, which has been weighing on all export-led industries, the engine of growth in Ukraine. This action by the new Government will largely clean the slate of receivables due by the State of Ukraine to all exporters, and to our Company in particular. Though the rate of interest offered by the State is below market, the bond issue will provide much needed liquidity to exporters in general. As to the grain export business , this initiative comes in time to provide financing to operators for the next grain harvest and will therefore positively impact the farming sector as a whole.”

The Board of Directors of Kernel Holding S.A. is pleased to publish the Condensed Financial Statements of Kernel Holding S.A. and Subsidiaries for the quarter ending 31 March 2010. The Condensed Financial Statements are available on the Company’s website under: Investor relations / Financial Reports: https://www.kernel.ua/.db/17053/files/KG_en_report_3m_31.03.10.pdf

Following publication of our consolidated financial statements for the quarter ended 31 March 2010, Kernel Holding S.A. management is pleased to make available a presentation of the results, published on our website under Investor relations / Presentations: https://www.kernel.ua/investment/presentations.html

Following publication on Monday 17 May 2010 of Company results for the quarter ending 31 March 2010, Kernel’s management is pleased to host a conference call on the same Monday, 17 May 2010 at 14:00 UK time (15:00 CET), to discuss the company’s results. To listen to the conference call, please dial either of the following numbers, quoting 866103: +44 20 7162 0025 (UK dial-in number), +800 1212 097 (Poland dial-in number), or +1 877 491 0064 (North America dial-in number). Please dial in 5 to 10 minutes before the scheduled start time. The duration of the call will be 20 minutes, followed by a Q&A session. For those who cannot listen to the live broadcast, a replay of the call will be available later in the day and for 7 days following the conference call. To listen to the replay, please dial + 44 20 7031 4064 . When prompted, enter the access code for replays 863399.

Kernel Holding S.A. is pleased to provide shareholders with a detailed procedure to participate in the Extraordinary General Meeting of the Company’s Shareholders, due to take place in Luxembourg at the Company’s registered office on Wednesday 19 May 2010. The following documents are now available on the Company’s website under Investor Relations / General Meetings: 1. Extraordinary General Meeting (“EGM”) Agenda 2. Important information for participating in the EGM 3. Form of proxy 4. Confirmation of attendance

Kernel Holding SA (“Kernel” or the “Company”) announces the results of the offering (the “Offering”) of ordinary shares of the Company, of which the Company informed on 28 April 2010. 4,300,000 million ordinary shares were placed at a price of PLN 56 per share. The Offering raised gross proceeds of PLN 241 million. The Company intends to use the proceeds of the Offering (after deducting fees and expenses) principally to finance its growth strategy, including potential acquisitions. Allottees in the Offering will receive shares on Wednesday, 5 May. Shares delivered will be listed and tradable on the Warsaw Stock Exchange immediately after the settlement of the Offering. In order to effect this, Namsen Limited, a company controlled by Andrey Verevskyy and Kernel’s majority shareholder, agreed to lend shares in Kernel for the purposes of settlement to ensure that allottees in the Offering can receive and trade their allocations immediately after settlement. Subsequently there will be Extraordinary General Meeting (“EGM”) held for the purposes of issuing an equivalent amount of new shares to Namsen Limited. The EGM is to take place in May. The Offering represents approximately 6.25% of the issued share capital before the Offering. Speaking on the Offering, Chairman of the Board of Directors, Andrey Verevskyy, said “”We are very pleased with the level of interest for this Offering from the market and the support shown by our existing shareholders for the future strategy and growth of the company.” ING Bank NV, London Branch and ING Securities S.A. acted as Bookrunners for the Offering. This announcement (and the information contained herein) shall not constitute or form any part of any offer or invitation to subscribe for, underwrite or otherwise acquire, or any solicitation of any offer to purchase or subscribe for securities in any jurisdiction where such activity is unlawful. It is not directed to, or intended for distribution to or use by, any person or entity located in any jurisdiction where such distribution, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. In particular, this announcement is not for release, directly or indirectly, in or into the United States of America, Australia, Canada or Japan. In Poland, the offering of securities described in this announcement is addressed solely to qualified investors, within the meaning of article 8 of the Polish Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies dated July 29th 2005, and within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), and to other investors each of whom acquires securities of a value (calculated on the basis of the offer price) of at least the zloty equivalent of EUR 50,000 (calculated at the mid exchange rate for the euro quoted by the National Bank of Poland for the day on which that price is determined). The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to U.S. persons unless they are registered under the Securities Act or pursuant to an available exemption therefrom. This announcement (and the information contained herein) does not contain or constitute an offer of securities for sale in the United States or to US persons and no public offering of securities is being made in the United States or to US persons. This announcement may not be distributed or published, directly or indirectly, in or into the United States.

Kernel Holding S.A. (“Kernel” or the “Company”) announces its intention to raise approximately US$ 65 million through an offering (the “Offering”) to institutional investors of ordinary shares of the Company. The Company intends to use the proceeds of the Offering principally to finance the Company’s growth strategy, including potential acquisitions. The number of shares in the Offering will be determined by the final price, but will not, in any case, exceed 10% of the issued share capital of Kernel as of the date hereof. The Offering will be conducted through an accelerated bookbuild. The bookbuild is now open and is expected to close at 18:00 Warsaw time, Wednesday, 28 April. It is anticipated that the issue price for the Offering and the allocations to institutional investors will be announced on Thursday, 29 April. Allottees in the Offering will receive shares on Wednesday, 5 May. Shares delivered will be listed and tradable on the Warsaw Stock Exchange immediately after the settlement of the Offering. In order to effect this, Namsen Limited, a company controlled by Andrey Verevskyy and Kernel’s majority shareholder, will lend shares in Kernel for the purposes of settlement to ensure that allottees in the Offering can receive and trade their allocations immediately after settlement. Subsequently there will be Extraordinary General Meeting (“EGM”) held for the purposes of issuing an equivalent amount of new shares to Namsen Limited. The EGM is to take place in May. Speaking on the Offering, Chairman of the Board of Directors, Andrey Verevskyy, said “We are looking now to take Kernel to the next level of growth by pursuing the right acquisitions. With proceeds from this Offering, Kernel wishes to take advantage of right opportunities at the right time”. ING Bank NV, London Branch and ING Securities S.A. (“ING”) will act as Bookrunners in the Offering. ING will accept subscription orders only from those investors eligible to participate in the Offering. The Offering is to institutional investors only and as such may only be acquired by certain investors, that is: – qualified investors, within the meaning of article 8 of the Polish Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies dated July 29th 2005, and within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), – other investors each of whom acquires securities of a value (calculated on the basis of the offer price) of at least the zloty equivalent of EUR 50,000 (calculated at the mid exchange rate for the euro quoted by the National Bank of Poland for the day on which that price is determined). Patrick Conrad, Kernel Holding S.A. +380 44 461 8807 This announcement (and the information contained herein) shall not constitute or form any part of any offer or invitation to subscribe for, underwrite or otherwise acquire, or any solicitation of any offer to purchase or subscribe for securities in any jurisdiction where such activity is unlawful. It is not directed to, or intended for distribution to or use by, any person or entity located in any jurisdiction where such distribution, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. In particular, this announcement is not for release, directly or indirectly, in or into the United States of America, Australia, Canada or Japan. In Poland, the offering of securities described in this announcement is addressed solely to qualified investors, within the meaning of article 8 of the Polish Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies dated July 29th 2005, and within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), and to other investors each of whom acquires securities of a value (calculated on the basis of the offer price) of at least the zloty equivalent of EUR 50,000 (calculated at the mid exchange rate for the euro quoted by the National Bank of Poland for the day on which that price is determined). The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to U.S. persons unless they are registered under the Securities Act or pursuant to an available exemption therefrom. This announcement (and the information contained herein) does not contain or constitute an offer of securities for sale in the United States or to US persons and no public offering of securities is being made in the United States or to US persons. This announcement may not be distributed or published, directly or indirectly, in or into the United States.

Following publication of our consolidated financial statements for the first half of financial year 2010, Kernel’s management is pleased to make available a presentation of the results, published on our website under: https://www.kernel.ua/investment/presentations.html

Kernel management is pleased to make available the slide show below, providing views of the green field Bandurka crushing plant as it nears completion and commissioning stage. With 500,000 tons of sunflower seed crushing capacity per year, Bandurka will be among the largest plants in Ukraine. Its state-of-the-art multi-seed processing equipment will provide Kernel with its most modern and efficient plant, and enable the Company to crush efficiently either sunflower seed, rapeseed or soybean. Gallery (16 photos)

Following publication on Friday 23 April 2010 of Company results for the first half of financial year 2010, Kernel’s management is pleased to host a conference call on the same Friday, 23 April 2010 at 09.00, UK time (10.00 CET), to discuss the company’s results. To listen to the conference call, please dial either of the following numbers, quoting 863399: +44 20 7162 0077 (UK dial-in number), +800 1212 097 (Poland dial-in number), or +1 877 491 0064 (North America dial-in number). Please dial in 5 to 10 minutes before the scheduled start time. The duration of the call will be 20 minutes, followed by a Q&A session. For those who cannot listen to the live broadcast, a replay of the call will be available later in the day and for 7 days following the conference call. To listen to the replay, please dial + 44 20 7031 4064 . When prompted, enter the access code for replays 863399.

Following current reports no 1/2010 and 3/2010 issued on 14 January and 14 February respectively, Kernel Holding S.A. is pleased to announce that approval for the acquisition of Allseeds was granted on 25 February by the Antimonopoly Committee of Ukraine, clearing the way for exercise of the option agreements signed by the company.

The Board of Directors of Kernel Holding S.A. is pleased to publish the Condensed Financial Statements of Kernel Holding S.A. and Subsidiaries for the 2nd quarter of our financial year 2010. The Condensed Financial Statements are available on the Company’s website under: Investor relations / Financial Reports: https://www.kernel.ua/investment/shareholder.html

Following publication of our consolidated financial statements for the quarter ended 31 December 2009, Kernel’s management is pleased to make available a presentation of the results, published on our website under Investor relations / Presentations: http://admin.kernel1.domino.net.ua/.db/15393/files/Q2_FY2010_presentation.pdf

Kernel Holding S.A. (“Kernel”) is pleased to announce that, following the call option agreement signed on 13 January 2010 (current report no 1/2010) to acquire a controlling interest in the Allseeds group of companies (“Allseeds”), on 12th February 2010 Kernel signed a call option agreement to acquire the 37.6% minority shareholders interest in Allseeds, subject to approval of both transactions by the Antimonopoly Committee of Ukraine (“AMC approval”). The Call Option agreements value Allseeds at an Enterprise Value (i.e. market value of all its shares and of its net interest bearing debt) of approximately USD 230 million. The final cash consideration to be paid by Kernel is subject to certain adjustments based on 31 March 2010FY IFRS audited figures of Allseeds. ING Bank N.V. has acted as Kernel’s financial advisor on both transactions.

Following publication on Monday 15 February 2010 of Company results for the 2nd quarter of the financial year 2010, Kernel’s management is pleased to host a conference call on the same Monday, 15 February 2010 at 14.00, UK time (15.00 CET; 09.00 US time), to discuss the company’s results. To listen to the conference call, please dial either of the following numbers, quoting ‘857709’: +44 20 7162 0077 +44 20 7162 0077 (UK dial-in number), +800 2806 3011 (Russia dial-in number), or +800 121 2097 (Poland dial-in number). Please dial in 5 to 10 minutes before the scheduled start time. The duration of the call will be 20 minutes, followed by a Q&A session. For those who cannot listen to the live broadcast, a replay of the call will be available later in the day and for 7 days following the conference call. To listen to the replay, please dial + 44 20 7031 4064 + 44 20 7031 4064 . When prompted, enter the access code for replays 857709.

Kernel Holding S.A. (“Kernel”) is pleased to announce that, following the call option agreement signed on 13 January 2010 (current report no 1/2010) to acquire a controlling interest in the Allseeds group of companies (“Allseeds”), Kernel has provided minority shareholders, on 18 January 2010, a binding offer (the “Offer”) to acquire a 37.6% minority shareholders interest in Allseeds, subject to the Antimonopoly Committee of Ukraine’s approval (“AMC approval”) of the whole transaction. The Offer is based on a USD 222 million enterprise value for Allseeds, equivalent to the valuation agreed with the majority shareholders for a controlling interest in Allseeds. Kernel will pay a basis of USD 28 million for the minority shareholders’ 37.6% interest in Allseeds, in cash installments and subject to the following adjustments: a first adjustment option offered to the minority shareholders provides for adjustments in respect of Allseeds working capital and Net debt as of 31 March 2010, while a second adjustment option offered to the minority shareholders proposes adjustments based on multiples of Allseeds average EV/EBITDA and P/E as of 31 March 2009 and 2010. The Offer is valid until 31 January 2010, with a view to entering into binding documentation by 21 February 2010 latest. Should the Offer not be accepted by the Minority shareholders by 31 January 2010, Kernel, upon exercise of the call option agreement entered into on 13 January 2010 and subject to AMC approval, will manage Allseeds as the majority shareholder.

Kernel Holding S.A. (“Kernel”) is pleased to inform that, on 13 January 2010, it has entered into a call option agreement, providing Kernel the right to acquire a controlling interest in the Allseeds group of companies (“Allseeds”). Allseeds is operating mainly in Ukraine in the production and export of vegetable oil. The production assets of Allseeds are crushing plants, grain silos and an oil transhipment and export terminal, all located in Ukraine. Kernel shall pay a cash consideration of USD 42 million for such controlling interest, subject to the Antimonopoly Committee of Ukraine’s approval of the transaction and subject to Kernel’s agreement to the result and findings of the due diligence presently in process.

Kernel is pleased to announce its newly upgraded Poltava crushing plant is now crushing close to its full crushing capacity of 1,300 tons of sunflower seed per day. Following a major investment program, crushing capacity of the plant has been increased by over 70% and overall production efficiency significantly improved. The latest technology has been installed, including new seed storage capacity by GSI of the United States, seed preparation equipment by Schmidt-Seeger GmbH of Germany and dehulling and oilseed breaking technology by Rosedowns and Alloco, subsidiaries of Desmet Ballestra group. In designing the new plant, Kernel was also careful to introduce new technology not only improving process efficiency, but also respectful of the environment: The new Vyncke boiler converts sunflower husk into clean energy, using biomass produced by the plant and largely eliminating the need for external supply of gas. The new plant is also better positioned to service Kernel customers: As a major supplier of sunflower oil to the domestic and international markets, the new plant has successfully undergone IFS (International Food Standard) certification as well as ISO 22000 certification, the new standard for food safety management systems. Kernel management is confident the increased facility is an important step for the Group, with the upgrade and capacity increase of the Poltava plant consolidating Kernel’s position in the north east of Ukraine, and farmers increasingly relying on the company to market, process and eventually export their production.

The Board of Directors of Kernel Holding S.A. is pleased to publish the Condensed Financial Statements of Kernel Holding S.A. and Subsidiaries for the 1st quarter of our financial year 2010. The Condensed Financial Statements are available on the Company’s website under: Investor relations / Financial Reports: https://www.kernel.ua/investment/shareholder.html

Following publication of our consolidated financial statements for the quarter ended 30 September 2009, Kernel’s management is pleased to make available a presentation of the results, published on our website under Investor relations / Presentations: http://kernel.ua/.db/14973/files/Q1_FY2010_presentation.pdf

Kernel Holding S.A. is pleased to provide shareholders of the Company with detailed procedure and form of proxy, if required, to participate in the Annual General Meeting of the Company’s Shareholders, due to take place in Luxembourg at the Company’s registered office on Monday 16 November 2009. The Company also draws the attention of its Shareholders to the Report of the Board of Directors, issued in respect of resolutions pertaining to the new authorized share capital. The following documents are now available on the Company’s website under Investor Relations / General Meetings: 1. Annual General Meeting Agenda 2. Important information for participating in the AGM 3. Form of proxy for 2009 AGM 4. Confirmation of attendance to 2009 AGM form 5. Directors Report

Kernel Holding S.A. is pleased to provide the draft resolutions to be considered and voted on at the Annual General Meeting of the Company’s Shareholders to be held on Monday 16 November 2009 at 17.00 local time at the Company’s registered office, boulevard Grande-Duchesse Charlotte No 65, L-1331 Luxembourg. The full text of the resolutions to be voted on is available on the Company’s website under Investor relations / General Meetings.

Following publication on Monday 16 November of Company results for the 1st quarter of the financial year 2010, Kernel’s management is pleased to host a conference call on the same Monday, 16 November 2009 at 14.00, UK time (15.00 CET; 09.00 US time), to discuss the company’s results. To listen to the conference call, please dial either of the following numbers, quoting ‘850293’: +44 20 7162 0025 (UK dial-in number), +1 334 323 6201 (US dial-in number), +800 2806 3011 (Russia dial-in number), or +800 121 2097 (Poland dial-in number). Please dial in 5 to 10 minutes before the scheduled start time. The duration of the call will be 20 minutes, followed by a Q&A session. For those who cannot listen to the live broadcast, a replay of the call will be available later in the day and for 7 days following the conference call. To listen to the replay, please dial + 44 20 7031 4064 . When prompted, enter the access code for replays 850293.

Kernel Holding S.A. is pleased to make available its full year 2009 audited financial report, together with a word of introduction by the Chairman of the Board, Andrey Verevskiy, and a review of the Group’s business. The full report is available on the Company’s website under Investor relations / Financial Reports: http://kernel.ua/investment/shareholder.html

Following publication of our consolidated financial statements for the year ended 30 June 2009, Kernel’s management is pleased to make available a presentation, published on our website under Investor relations / Presentations: http://kernel.ua/.db/14553/files/FY2009_presentation.pdf

Following publication of its full year results for the year ending 30 June 2009, Kernel’s management is pleased to host a conference call on Friday, 30 October 2009 at 14.00, UK time (15.00 CET; 09.00 US time), to discuss the company’s results. To listen to the conference call, please dial either of the following numbers, quoting ‘849575’: +44 20 7162 0025 (UK dial-in number), +1 877 491 0064 (US dial-in number), +800 2806 3011 (Russia dial-in number), or +800 121 2097 (Poland dial-in number). Please dial in 5 to 10 minutes before the scheduled start time. The duration of the call will be 20 minutes, followed by a Q&A session. For those who cannot listen to the live broadcast, a replay of the call will be available later in the day and for 7 days following the conference call. To listen to the replay, please dial + 44 20 7031 4064. When prompted, enter the access code for replays 849575.

Kernel Holding S.A. is pleased to announce the Company will hold its Annual General Meeting of Shareholders on Monday 16 November 2009 at its registered office in Luxembourg at 65, boulevard Grande-Duchesse Charlotte, L-133, Luxembourg, at 17:00 hours of local time in Luxembourg. Agenda of the Annual General Meeting is available on the Company’s website under current report No 22/2009, published 22 October 2009. The record date for shareholders to participate in the General Meeting of Shareholders is 16 November 2009.

The Board of directors of Kernel Holding S.A. is pleased to inform investors on the settlement of the legal issues pertaining to the grain handling terminal controled by the Company. A full and final settlement has been reached with the party, with which arbitration proceedings were on-going. As a result of the settlement, a comprehensive agreement has been reached with this party and, in particular, no claims whatsoever can be brought against the grain handling terminal. Hence transfer from Namsen Ltd to Kernel Holding S.A. of the legal title to the grain handling terminal can now be effected. As disclosed in the current report dated 26 June 2008, the transfer of the grain handling terminal will be effected at cost, such cost to include expenses borne by Namsen Ltd in the arbitration process. With a sizable crop harvested in 2008 in Ukraine, Kernel stands to gain significantly from this landmark acquisition, and THE management confirms its expectations for the port in FY 2009: grain throughput in excess of 3 million tons and EBITDA contribution in the range of USD 20 million.

Kernel Holding S.A. is pleased to announce that the company signed on 10 September 2009 a tolling agreement for the crushing of 230,000 tons of sunflower seed per year. The oilseed processing for the production of oil and meal shall take place at a recently commissioned crushing plant in the port of Illichevsk, on the Black Sea, next to the grain terminal of the company. Andrey Verevskyy, Chairman of the Board of Kernel Holding S.A. stated: ” This new tolling agreement is a further opportunity to enhance our position in the oil industry in Ukraine. In this financial year and season, Kernel is not only the undisputed leader in the oilseed crushing industry in Ukraine, but we are also significantly strengthening our position in Illichevsk, our export hub on the Black Sea. The tolling agreement will enable our company to fully capitalize on the 2009 sunflower seed harvest in Ukraine, which seems promising. More important, we see here significant potential synergies with our existing operations in the south of the country: This oilseed processing agreement will take place at a crushing plant situated in the port of Illichevsk and next to our grain terminal, and we see here opportunities to improve logistics in oil and meal and further reduce our cost base. It also provides an opportunity to leverage our inland silo network in the southern part of the country, which will now provide feedstock to two state-of-the-art multi-seed crushing plants.” With harvest of sunflower seed in process and season still unfolding, guidance for the financial year 2010 remains unchanged as indicated in our report for the last quarter of FY2009.

Kernel informs that the condensed consolidated financial report for the fourth quarter of the current financial year is published and available on the Company’s website under Investor Relations / Shareholder Reports section: http://kernel.ua/investment/shareholder.html

Following publication of its results for the quarter ending 30 June 2009, Kernel’s management is pleased to make available a presentation of the Q4 FY2009 results on the company’s Web site under Investor relations / Presentations: http://kernel.ua/.db/14013/files/Q4_FY2009_presentation.pdf

Following publication of its results for the quarter ending 30 June 2009, Kernel’s management is pleased to host a conference call on Friday, 28 August 2009 at 14.00, UK time (15.00 CET), to discuss the company’s results. To listen to the conference call, please dial either of the following numbers: +44 20 7162 0025 (UK dial-in number), +1 334 323 6201 (US dial-in number), +800 2806 3011 (Russia dial-in number), or +800 121 2097 (Poland dial-in number). Please dial in 5 to 10 minutes before the scheduled start time. The duration of the call will be 20 minutes, followed by a Q&A session. For those who cannot listen to the live broadcast, a replay of the call will be available later in the day and for 7 days following the conference call. To listen to the replay, please dial +44 20 7031 4064 . When prompted, enter the pass code for replays 70219. https://www.kernel.ua/investment/conference.html

As anticipated, the grain harvest in Ukraine in 2009 will be lower than in 2008. Harvest 2009 has been negatively impacted by rain shortfalls and a highly unusual and lengthy period of cold weather in April. The global financial crisis also had a strong impact and led to severe restrictions in credit supply to the farmers and limitations in their ability to purchase quality seed, fertilizers and agricultural chemicals. Notwithstanding these adverse conditions, we anticipate Ukraine will harvest 37 to 38 million tons of wheat and coarse grain in 2009. Looking at a 10-year average, the 2009 grain harvest in Ukraine could be the second largest after the record year of 2008. Harvest of wheat, barley and rapeseed is now in process. Southern growing regions of Ukraine have been largely harvested. With favorable weather conditions, harvesting is now in full swing in central Ukraine. Altogether, we estimate 50% of the crops has been harvested. On the back of a 37 million ton expected harvest, and supported by a carry-over we estimate in excess of 3 million tons, we would anticipate an export volume for the season 09/10 between 16 and 18 million tons. The outlook for oilseeds crops is also reasonably positive. We anticipate the 2009 crop of sunflower seed to be circa 5.5 million tons. Although 15% below 2008 levels, we expect the crop to be well above its 10-year average of 4.2 million tons. As, however, the harvest is still some 2 months away, there is still here a level of uncertainty as to the size of the crop. Rapeseed harvest is due to be completed soon. Adverse weather conditions during the growing season have cut rapeseed crop levels by one third, and we anticipate production levels to drop from 2.8 million tons in 2008 to 1.9 million tons in 2009. Altogether, and even though productions levels of all crops have come down when compared to 2008, it appears that early scenarios for the 2009 harvest in Ukraine were overly pessimistic. Whether in terms of grain available for export or feedstock destined to the oilseed crushing industry, we feel reasonably confident that Ukraine should achieve a season above average.

Following publication of its results for the quarter ending 31 March 2009, Kernel’s management is pleased to make available a presentation of the Q3 FY2009 results on the company’s Web site under Investor relations / Presentations: http://kernel.ua/.db/13683/files/Q3_FY2009.pdf

Following publication of its results for the quarter ending 31 March 2009, Kernel’s management is pleased to host a conference call on Thursday, 14 May 2009 at 9.30 AM, UK time (10.30 CET), to discuss the company’s results. To listen to the conference call, please dial either of the following numbers: +44 1452 555 566 (UK dial-in number), +800 2097 2044 (Russia dial-in number), or +800 1212 655 (Poland dial-in number). Please dial in 5 to 10 minutes before the scheduled start time. The duration of the call will be 20 minutes, followed by a Q&A session. For those who cannot listen to the live broadcast, a replay of the call will be available later in the day and for 7 days following the conference call. To listen to the replay, please dial +44 1452 55 00 00. When prompted, enter the pass code for replays 99909847#.

Kernel informs that the condensed consolidated financial report for the three-month period ending 31 December 2008 is published and available on the Company’s website under Investor Relations / Shareholder Reports section: http://kernel.ua/investment/shareholder.html

Following publication of its results for the quarter ending 31 December 2008, Kernel’s management is pleased to make available a presentation of the Q2 FY2009 results on the company’s Web site under Investor relations / Presentations: http://kernel.ua/srv2/.db/13313/files/Q2_FY2009.pdf

Following publication of its results for the quarter ending 31 December 2008, Kernel’s management is pleased to host a conference call on Friday, 13 February 2009 at 14.00 UK time (15.00 CET; 09.00 US time), to discuss the company’s results. To listen to the conference call, please dial either of the following numbers: +44 20 7162 0025 (UK dial-in number), +800 2806 3011 (Russia dial-in number), or +800 121 2097 (Poland dial-in number). Please dial in 5 to 10 minutes before the scheduled start time. The duration of the call will be 20 minutes, followed by a Q&A session. For those who cannot listen to the live broadcast, a replay of the call will be available later in the day and for 7 days following the conference call. To listen to the replay, please dial +44 20 7031 4064. When prompted, enter the pass code for replays 825344.

Kernel Holding S.A. will publish its results for the quarter ended 31 December 2008 on Friday, 13 February 2009, prior to the market opening. Kernel Holding S.A. will host a conference call on the same day to discuss the company’s results. The invitation to the conference call and time of the call shall be posted shortly on the company’s Web site.

The Board of directors of Kernel Holding S.A. is pleased to provide Shareholders of the Company with the complete procedure to participate in the Annual General Meeting of the Company’s Shareholders, to take place in Luxembourg on 17 November 2008. The following documents are available under Investor Relations / General Meetings: 1. Agenda 2. Important information for participating in the AGM 3. Confirmation form 4. Form of proxy

Kernel informs that the condensed consolidated financial report for the fourth quarter of the current financial year is published and available on the Company’s website under Investor Relations / Shareholder Reports section

Following publication of 4Q08 financial results on Thursday, August 28th, 2008, Kernel Holding S.A. and ING are pleased to invite you to a Conference Call on Kernel 4Q08 Results to be hosted by Kernel’s management team: Andrey Verevskiy, Chairman of the Board Anastasia Usacheva, Chief Financial Officer Patrick Conrad, Investor Relations Director Moderator: Julia Gordeyeva, Consumer and Media Analyst, ING Friday, August 29, 2008at 12:30 UK / 13:30 CET / 7:30 U.S. Please dial-in well in advance The duration of the call will be 20 minutes, followed by a Q&A session Dial-in: Please, use the link below to pre-register for the call. You will be allocated a dial-in number and PIN. Please, dial in one minute before the call. https://eventreg1.conferencing.com/webportal3/reg.html?Acc=227639&Conf=160255 or call in 10 minutes before and wait in line on: UK dial-in number: +44 20 7162 0025US dial-in number: +1 334 323 6201 Poland dial-in number: 00 800 1212 097 5-Day replay: + 44 207031 4064 Pass code for replays: 807355 Additional Dial-in numbers are available: Germany dial-in number: 0800 1016 599Switzerland dial-in number: 0800 0009 96 Luxembourg dial-in number: 0800 2492 9 Netherlands dial-in number: 0800 0201 229 Russia dial-in number: 81 0800 2806 3011 Belgium dial-in number: 0800 5063 5 Estonia dial-in number: 800 0044 176 Finland dial-in number: 0800 1174 92 Sweden dial-in number: 0200 8876 51 France dial-in number: 0800 9402 20

Kernel informs that the presentation ” Grain Handling Terminal, Ilyichevsk Commercial Sea Port, operated by Transbulk Terminal” is published and available on the Company’s website under Investor Relations / Presentations: http://kernel.ua/investment/presentations.html

Following our current reports No 36/2008 and 42/2008, the management of Kernel Holding S.A. wishes to clarify the statements published on 7 and 22 May respectively. Both prices indicated for the acquisition of the farming enterprises include, among other assets, a book of lease contracts for prime farm land, the farming equipment and the working capital necessary for the farming enterprises to operate as a going concerning. In particular, a significant part of the working capital can be found in the form of crops due to be harvested over the summer and autumn 2008. Altogether, the price paid for the farming enterprises and their underlying assets is within the price range we anticipated, especially in view of the forthcoming harvest.

On 15 May 2008 a session of the Antimonopoly Committee took place where the fine in respect of Kernel Trade LLC, a Subsidiary of Kernel Holding S.A., and SSE Suntrade, a subsidiary of Bunge, was revised from UAH 60 000 thousand (equivalent to USD 11 880 thousand) per company to UAH 1 000 thousand (equivalent to USD 198 thousand) per company. Kernel Trade LLC is ready to accept the decision and pay the fine within a week. While the company has not received written notice of such decision, such information is already available on the web site of the Antimonopoly Committee.

Kernel informs that the condensed consolidated financial report for the third quarter of the current financial year is published and available on the Company’s website under Investor Relations / Shareholder Reports section: http://kernel.ua/investment/shareholder.html

Kernel informs that the Condensed consolidated report for the six-month period ended 31 December 2007 is published and available on our website under Investor relstions / Shearholder reports section: http://kernel.ua/investment/shareholder.html

After introducing quotas on the export of grain in the fall of 2007, partially lifted through the allocation of export licences, the Ukrainian government has now decided to increase the export quotas for wheat and barley. The wheat export quota has been increased from 200,000 tons to 1.2 million tons. The barley export quota has been increased from 400,000 tons to 900,000 tons. Both quotas are valid until 1 July 2008. As to corn, limitations on export volumes were lifted on 28 March 2008, upon the condition that each and every corn export contract be registered with the Ministry of Economy of Ukraine. Licences to export additional volumes of wheat and barley are expected to be allocated to the various operators around mid-May.

The Board of Directors of Kernel Holding S.A. informs that the Committee meeting of Ministry of economy of Ukraine was held on 16 April 2008 in respect of allocation of quotas for export of sunflower oil. According to the Committee decision Kernel Trade LLC, a Ukrainian subsidiary of Kernel Holding S.A. received an allocation to export up to 89 586 MT of sunflower oil.

Following the current report no 9/2008 dd 21 February 2008, the Board of Directors of Kernel Holding S.A. informs that the final agreements were signed on 15 April, 2008 between two subsidiaries of Kernel Holding S.A. and a Ukrainian enterprise to sell the subsidiary company OJSC Golovanivske HPP in Kirovograd Oblast. The transaction has the value of USD 1,35 Mio and is intended to be finalized by the end of April 2008.

Following publication of 1H08 financial results on Tuesday, April 29, 2008, Kernel Holding S.A. and ING are pleased to invite you to a Conference Call on Kernel 1H08 Results to be hosted by Kernel’s management team: Andrey Verevskiy, Chairman of the Board Anastasia Usacheva, Chief Financial Officer Patrick Conrad, Investor Relations Director Moderator: Julia Gordeyeva, Consumer and Media Analyst, ING Wednesday, April 30, 2008 at 12:30 UK / 13:30 CET / 7:30 U.S. Please dial-in well in advance The duration of the call will be 20 minutes, followed by a Q&A session Dial-in: Please, use the link below to pre-register for the call. You will be allocated a dial-in number and PIN. Please, dial in one minute before the call. https://eventreg1.conferencing.com/webportal3/reg.html?Acc=638470&Conf=155664 or call in 10 minutes before and wait in line on: UK dial-in number: +44 20 7162 0025 US dial-in number: +1 334 323 6201 Poland dial-in number: 00 800 1212 097 5-Day replay: + 44 207031 4064 Pass code for replays: 792518

Kernel Holding SA (“Kernel” or the “Company”) today announces the results of the offering (the “Offering”) of 5 400 000 ordinary shares of the Company. 5 400 000 ordinary shares were placed at a price of PLN 36 per share (the “Offer Price”). The Offering raised gross proceeds of US$ 84 million (PLN 194 million). The proceeds (after deducting fees and expenses) will provide required capital for the Company’s planned additional farming development in the Ukraine. As previously announced, the shares that will be delivered to investors are already listed and therefore will be tradable on the Warsaw Stock Exchange immediately after settlement of the transaction, which is scheduled for Wednesday 12 March. Namsen Limited, a company controlled by Andrey Verevskyy, which as of the date hereof holds 40,574,250 shares of the Company, representing 64.06% of the issued share capital, will lend shares in Kernel for the purpose of settlement and to ensure that investors in the Offering can receive and trade their allocations immediately after settlement. The Extraordinary General Meeting (“EGM”) held for the purpose of issuing an equivalent amount of new shares is planned for 7 April 2008. In connection with the Offering, Kernel and Namsen Limited have agreed to a lock-up commitment for a period ending six months after the date of the proposed EGM with respect to the issuance or sale of further equity of the Company. The Offering represents approximately 8.5% of the issued share capital before the Offering. The Offer Price is equal to a 6.3 % discount to the prevailing closing market price on the date of the Offering. ING acted as Sole Bookrunner for the Offering. Speaking on the Offering, Chairman of Board of Directors, Andrey Verevskyy, said “We are pleased to announce the successful offering of our shares. The funds raised will enable us to work on the further development of our farming division. On behalf of the Company, we thank our existing shareholders for their continued support and take this opportunity to welcome our new investors.” Contacts: Patrick Conrad, Kernel Holding S.A. +380 44 461 8807 Andrzej Olszewski, ING +48 22 820 4087 Anna Krajewska, NBS Public Relations +48 22 826 7418 * * * This announcement (and the information contained herein) shall not constitute or form any part of any offer or invitation to subscribe for, underwrite or otherwise acquire, or any solicitation of any offer to purchase or subscribe for securities in any jurisdiction where such activity is unlawful. In particular, this announcement is not for release, directly or indirectly, in or into the United States of America, Australia, Canada or Japan. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to U.S. persons unless they are registered under the Securities Act or pursuant to an available exemption therefrom. This announcement (and the information contained herein) does not contain or constitute an offer of securities for sale in the United States or to US persons and no public offering of securities is being made in the United States or to US persons. This announcement may not be distributed or published, directly or indirectly, in or into the United States. Any action contrary to these restrictions may constitute a violation of US securities law. This communication is being distributed only to and is directed only at (a) persons outside the United Kingdom, (b) persons who have professional experience in matters relating to investments, i.e., investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), and (c) high net worth companies, unincorporated associations and other bodies to whom it may otherwise lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The securities are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be available only to or will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.

Kernel Management is pleased to inform that an Analyst Day was held on 26 March 2008 at the premises of the Company, during which Kernel Holding SA was introduced to Ukrainian and Russian brokerage houses. Company Management took this opportunity to release new guidance for the financial year ending 30 June 2008. The new guidance for Kernel Holding SA is USD 610 Million turnover, USD 102 million EBITDA and USD 63 million net income. Company Management also took this opportunity to re-iterate its expectations to receive an oil export license in the range of 90,000 tons, which therefore will exceed the oil export volumes contracted by the Company and which have to be delivered by end June 2008. As to the fine imposed by the Antimonopoly Committee of Ukraine and announced on 3 March 2008, Management stated that discussions are on-going with the Committee and that a reasonable and acceptable settlement is likely to be reached soon on this issue.

Given recent inflation in food prices, Ukrainian government has been considering restricting export of sunflower oil to increase supply of sunoil in the local market in order to contain inflation. 21 March a government decree was published introducing temporary export quotas on export of sunflower oil and seeds: 300,000 tons for oil and 1,000 tons for seeds. The quotas will be in place until July 1, 2008. It is expected that quotas will be distributed according to oil producers’ share of domestic production and exports. Provided quotas are allocated according to oil producers’ share of domestic production and export, we would expect to receive a quota for 90,000 tons of oil exports, sufficient to cover all our oil export volume until the end of current fiscal year ending in June, and meet financial guidance for the year.

Kernel Holding S.A. (“Kernel” or the “Company”) announces its intention to raise approximately US$80m (PLN190m) through an offering (the “Offering”) to institutional investors of new ordinary shares of the Company. The Company intends to use the proceeds of the Offering for the financing of its farming development in Ukraine. The farming development comes in addition to the development plan announced prior to the listing of the Company on the Warsaw Stock Exchange in November 2007. Since the beginning of the year, Kernel has announced the acquisition of farming enterprises managing 26,000 hectares of long-term leasehold land. The Offering is addressed exclusively and therefore the offer shares may only be acquired by certain investors (“Eligible Investors”), that is: * qualified investors, within the meaning of article 8 of the Polish Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies dated July 29th 2005, and within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), * other investors each of whom acquires securities of a value (calculated on the basis of the offer price) of at least the zloty equivalent of EUR 50,000 (calculated at the mid exchange rate for the euro quoted by the National Bank of Poland for the day on which that price is determined). The Offering will be conducted through an accelerated bookbuild. The bookbuild is now open and is expected to close at 18:00 Warsaw time on Thursday, 6 March. ING Securities S.A. will act as Sole Bookrunner (the “Bookrunner”) in the Offering. The Bookrunner will accept subscription orders only from those of the Eligible Investors who will be invited by it to participate in the Offering. The number of shares in the Offering will be determined by the final price, but will not, in any case, exceed 10% of the issued share capital of Kernel as of the date hereof. Andrey Verevskyy, Chairman of the Board of Directors, has indicated his intention to participate in the Offering through Namsen Limited by investing up to US$10m. It is anticipated that the issue price for the Offering and the allocations to institutional investors will be announced on Friday, 7 March. It is the intention of the Company to prioritise allocations to existing shareholders. Allottees in the Offering will receive shares on Wednesday, 12 March. The shares that will be delivered to investors are already listed and therefore will be tradable on the Warsaw Stock Exchange immediately after settlement of the transaction. Namsen Limited, a company controlled by Andrey Verevskyy, which as of the date hereof holds 40,574,250 shares of the Company, representing 64.06% of the issued share capital, will lend shares in Kernel for the purpose of settlement and to ensure that investors in the Offering can receive and trade their allocations immediately after settlement. The Extraordinary General Meeting (“EGM”) held for the purpose of issuing an equivalent amount of new shares is planned for 2 April 2008. In connection with the offering, Kernel and Namsen Limited have agreed to a lock-up commitment for a period ending six months after the date of the proposed EGM with respect to the issuance or sale of further equity of the Company. Speaking on the Offering, Chairman of the Board of Directors, Andrey Verevskyy, said “We very much believe that it is the right time for the Company to grow its farming division. With proceeds from this offering, Kernel wants to take advantage of this unique opportunity.” Contacts: Patrick Conrad, Kernel Holding S.A. +380 44 461 8807 Andrzej Olszewski, ING +48 22 820 4087 Anna Krajewska, NBS Public Relations +48 22 826 7418 This announcement (and the information contained herein) shall not constitute or form any part of any offer or invitation to subscribe for, underwrite or otherwise acquire, or any solicitation of any offer to purchase or subscribe for securities in any jurisdiction where such activity is unlawful. In particular, this announcement is not for release, directly or indirectly, in or into the United States of America, Australia, Canada or Japan. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to U.S. persons unless they are registered under the Securities Act or pursuant to an available exemption therefrom. This announcement (and the information contained herein) does not contain or constitute an offer of securities for sale in the United States or to US persons and no public offering of securities is being made in the United States or to US persons. This announcement may not be distributed or published, directly or indirectly, in or into the United States. Any action contrary to these restrictions may constitute a violation of US securities law. This communication is being distributed only to and is directed only at (a) persons outside the United Kingdom, (b) persons who have professional experience in matters relating to investments, i.e., investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), and (c) high net worth companies, unincorporated associations and other bodies to whom it may otherwise lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The securities are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be available only to or will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.

Kernel informs that LLC Kernel Trade, a subsidiary company of Kernel Holding S.A., was invited to attend on 3 March 2008 a session of the Antimonopoly Committee of Ukraine, during which the company was informed that the Antimonopoly Committee would seek to impose on LLC Kernel-Trade and SSE Suntrade, a subsidiary of Bunge, a fine of UAH 60 million (equivalent to USD 11.88 Mio) per company for abuse of their joint dominant position in the oil market in Ukraine. The session of the Antimonopoly Committee was followed by a press conference. While, as of 3 March, no written notice has been provided to LLC Kernel – Trade on such decision, the Company can already state that, on the basis of information received during the proceedings, it considers the decision of the Antimonopoly Committee unfounded and fines imposed without any grounds and therefore shall appeal against the decision of the Antimonopoly Committee. If the decision on fine is actually issued, it would not be final and would be subject to appeal either directly with the AMC or through legal proceedings. LLC Kernel – Trade conducts its business and pricing policy strictly on the basis of fair market practice. The price increase in bottled sunflower seed oil has been dictated by the dramatic increase in the price of sunflower seed, and not by any controlling position of the Company.

Kernel informs that the consolidated financial report for the 2nd quarter of financial year 2008 is published and available on our website under Investor relstions / Shearholder reports section: http://kernel.ua/investment/shareholder.html

Kernel is pleased to announce the acquisition on 11 February 2008 of a large farming enterprise in the Cherkassy region, south of Kiev. The farm leases 8,558 ha of prime agricultural land, with lease terms ranging from 7 to 10 years. Among other valuable assets, the farm comprises a modern 60,000 tons storage capacity grain elevator commissioned in 2006. Total consideration paid for this new farming operation was USD 8.8 Mio. On the same day, we entered into a preliminary agreement to acquire another farm, also leasing 1,000 ha of prime land in the Cherkassy region. Land lease terms for this farm average 5 years. The total consideration to be paid in this transaction, which we expect to finalize by May, will be in the range of USD 400,000.

“Kernel Holding S.A. announces that it has entered into a preliminary agreement with a reputable international investor to jointly finance the extensive farming development envisaged by Kernel. The farming operation held under the jointly owned company Jerste B.V. shall lease, manage and farm up to 250,000 ha of prime Ukraine farm land. Kernel shall manage and control all the extended farming operations, which shall be fully consolidated in Kernel Holding S.A.’s financial report.”

On 23 January 2008 a preliminary agreement was signed between Jerste B.V (Netherlands), a subsidiary of Kernel Holding S.A., and the Ukrainian company JSC IC “Zaliznichni slyakhi” for the acquisition of three Ukrainian companies, which together lease 7,618 hectares of land in the Poltava Region. The transaction is for a preliminary amount of USD 2.4 million and is planned to be completed by end of May 2008, after permission for the said transaction has been received by the Antimonopoly Commission.

Kernel has signed on 16 November 2007 a contract with Europa Crown Ltd for a total value of up to USD 17 million for supply of equipment and services required for the construction of a complete pre-pressing and solvent extraction plant, for processing of sunflower seed, rapeseed and soybean. The equipment shall provide the company the technology and flexibility to process either of the oil-bearing crops and the ability to switch rapidly and efficiently from one to the other.

On Friday, 23 November 2007, the shares of Kernel Holding S.A., the leading producer of sunflower oil and grain exporter in Ukraine, debuted on the Warsaw Stock Exchange. “I thank the investors for their confidence in our company and investment in its growth,” said Andrey Verevskyy, Chairman of the Board of Directors of Kernel Holding. “We will do our best to live up to their expectations. I would also like to thank our staff. They have worked very hard so that we could be here today.” Verevskyy received the statuette of a bull, as a token of the company’s debut on the Warsaw market, from WSE President Ludwik Sobolewski. “Today’s debut is an important event for our market, because it brings us a company from Ukraine,” said Ludwik Sobolewski, President of the Warsaw Stock Exchange. “Ukraine is a strategic market for the WSE and a strategic partner for the Polish economy. We are also honored that Kernel selected the Warsaw market to list its shares.” The market debut of Kernel Holding was preceded by a successful public offering by the company. Investors were allotted 22.76 million shares in the offering, of which 16.67 million were newly issued shares. Kernel raised more than PLN 400 million gross (excluding costs of the issue) from the issue of new stock (16.67 million shares), or the equivalent of USD 160 million (the company’s upper estimate of issue proceeds). The proceeds will be used to implement the investment plan, which calls for construction of a new multi-seed crushing plant in Ukraine, increased production capacity, and acquisition of a port warehouse and transshipment facility, among other investments. This publication is for promotional purposes only and in no case should be relied on as a basis for an investment decision regarding purchase or subscription of securties issued by Kernel Holding S.A. (the “Company”). This publication does not constitute an offer or solicitation to purchase or subscribe for any shares in the Company.

The price for stock in the public offering by Kernel Holding S.A., the leading Ukrainian producer of sunflower oil and grain exporter, has been set at PLN 24 per share. The price for stock in the public offering by Kernel Holding S.A., the leading Ukrainian producer of sunflower oil and grain exporter, has been set at PLN 24 per share. In the offering 22.76 million shares have been allotted to investors, of which 16.67 million are newly issued shares. Kernel will raise more than PLN 400 million gross (excluding the costs of conducting the issue) from the issue of new stock (16.67 million shares), or the equivalent of USD 160 million (the company’s upper expectations of proceeds from the issue). The proceeds will be used to implement the investment plan, which calls for construction of a new multi-seed crushing plant in Ukraine, increased production capacity, and acquisition of a port warehouse and transshipment facility, among other investments. “By issuing 16.7 million shares, we will raise about USD 160 million from the stock issue for investments – the maximum expected level of proceeds to implement our strategy” said Andrey Verevskyy, Chairman of the Board of Directors of Kernel Holding. “We thus regard the offering as a complete success.” “We have held over 100 meetings with investors over the last two weeks, from Poland and other European countries,” the Chairman added. “Our offering was met with a great amount of interest. On the one hand, investors value Kernel Group’s dynamic growth in recent years, its strong market position and solid financial results. On the other hand, they also perceive great potential for growth of our company. The global market for sunflower oil and grain trading is growing rapidly, and Ukraine plays an increasingly important role on the international market.” Kernel intends to use the proceeds from the issue of shares for: construction of a multiseed crushing plant in Ukraine (e.g. sunflower, rapeseed and soy) with a crushing capacity of 510,000 tonnes per year; acquisition of port storage and trans-shipment facilities for agricultural commodities exported from Ukraine; capacity increase of existing multiseed crushing plants during 2008-2010; growth of the company’s “land bank” in Ukraine (increasing leased land by 50,000 hectares, from the 30,000 hectares currently leased); repayment of bridge financing raised to fund the acquisition of the “Chumak Zolota” and “Chumak Domashnya” bottled oil brands in July 2007; increase of working capital. In the offering, investors were allotted 22,766,755 shares, of which 16,671,000 are newly issued shares. Kernel Holding S.A. – about the Company Kernel Holding SA (“Kernel”, “Company”, “Group”) is an integrated bottled oil and agribusiness Group operating from the farm downto the final consumer. Kernel owns and operates oilseed crushing, oil refining and bottling facilities as well as an extensive network of grain silos in Ukraine. The Company is the largest producer and marketer of bottled oil in Ukraine and one of the largest exporters of grain and crude oil in the country. The company supplies consumers with bottle oil under its brand names, international trading houses and industrial companies with crude sunflower oil in bulk and a wide range of agricultural commodities, and finally feed compounders with animal protein meal. Thanks to dynamic growth, organically and by consolidation of the sector, Kernel is: the largest producer and marketer of bottled oil in Ukraine with 74 million litres of bottled oil sold in the year to June 2007, and an estimated domestic market share of 35%; the second largest oilseed crusher in Ukraine with a crushing capacity of 730,000 tons of sunflower seed per year , and processing about 15% of total sunflower seeds harvested in Ukraine; the third largest exporter of bulk sunflower oil in Ukraine with 200,000 tons exported over the financial year to 30 June, 2007, equivalent to 11% of total sunflower oil export from Ukraine; among the top 10 originators and exporters of grain produced in Ukraine (550,000 tons of grain exported in the year to June 2007) and the largest private grain silo network in Ukraine, with 25 grain silos and an aggregate storage capacity of 1.7 million tons. Almost 70% of Kernel’s revenues come from export which is related to the strengthening position of Ukraine as the largest exporter of sunflower oil in the world and the role of “the breadbasket of Europe.” Worldwide demand for vegetable oils is growing rapidly (38% since the 2000/2001 season), which results both from population growth, improved standard of living and dietary habits, as well as growth in the biofuels industry. The Ukrainian vegetable oil market also has great growth potential (sunflower is a staple commodity in this part of Europe); within 4 to 5 years annual consumption is expected to grow from about 13-15 liters per capita to about 21 liters (by way of comparison, EU consumption is about 26 liters per capita.). Kernel’s strategy is focused on growth in production of edible oils and agribusiness. The investment plans call for, among other things, further increase in production capacity of existing crushing plants, construction of a new crushing plant for processing of various types of oilseeds (such as sunflower, rapeseed and soy), as well as increased throughput of existing silos and logistical capabilities for grain supplies. At the same time, Kernel is seeking new growth prospects through acquisition (both in Ukraine and abroad). In financial year 2006/2007 (ended 30 June 2007) the Kernel Group achieved revenues of USD 350 million, EBITDA of USD 46.4 million, and net profit of USD 19.5 million. For more information please contact: Piotr Wojtaszek NBS Public Relations Tel. (+48) 22 826 74 18 / (+48) 0606 580 312 [email protected] This publication is for promotional purposes only and in no case should be relied on as a basis for an investment decision regarding purchase or subscription of securties issued by Kernel Holding S.A. (the “Company”). This publication does not constitute an offer or solicitation to purchase or subscribe for any shares in the Company. For the purposes of the public offering of the Company’s shares in Poland (“Offering”) and their admission to listing on the Warsaw Stock Exchange (the “GPW”), the Company has prepared a prospectus (the “Prospectus”) which was approved on 25 October 2007 by the Commission de Surveillance du Secteur Financier, the capital markets authority in Luxembourg. On 26 October 2007 the Company was informed by Komisja Nadzoru Finansowego (“KNF”), the Polish capital markets authority, that KNF received from the CSSF a certificate of approval of this Prospectus, for the purpose of authorising the Offering to the public in Poland. The Prospectus, made in English language, is the sole legally binding document containing information on the Company, its Offering in Poland and admission to of its shares to listing on the WSE. The Prospectus was published on 31 October 2007 and is available on the websites of: the Company (www.kernel.ua), ING Securities S.A (www.ingsecurities.pl) and GPW (www.gpw.com.pl). The Company has prepared Polish translation of the Prospectus which is available in electronic form on the above mentioned websites and in printed form at customer service points of ING Securities S.A., order placement points operated by DM Polonia Net S.A. and BM Nordea Bank, at customer service points of Centralny Dom Maklerski Pekao S.A. and of Biuro Maklerskie Banku BPH S.A. The original English version of the Prospectus is the sole official version of the Prospectus. Polish translation of the Prospectus has been provided for convenience of investors only and does not constitute a legally binding document. It should be noted that this material includes certain forward-looking statements regarding future events or results. Although such statements are believed by the Company to be fair projections, the Company makes no representation that such events will actually occur or that they occur when expected, especially due to reasons which are beyond the Company’s control. The distribution of this document in other jurisdictions may be restricted by law, and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. In particular, neither this document nor any part or copy of it may be taken or transmitted into the United States (“US”) or distributed, directly or indirectly, in the US or to US persons (as defined in Regulation S). The Company’s shares have not been and will not be registered under the US Securities Act of 1933 (the “Securities Act”) and may not be offered or sold in the US or to US persons except pursuant to an exemption from, or transaction not subject to, the registration requirements of the Securities Act.

Kiev / Warsaw, 31 October 2007 • Bookbuilding and subscriptions for institutional investors for shares of Kernel Holding S.A., the leading producer of sunflower oil in Ukraine and one of the largest grain exporters, will run from Thursday, 1 November through Tuesday, 13 November. Subscriptions for institutional investors will be accepted by ING Securities (the Offeror) and, outside of Poland, by ING Bank NV, London Branch which is the Global Coordinator of the Offering. • Due to the public holiday on Thursday, subscriptions for retail investors will run from Friday, 2 November through Tuesday, 13 November. Subscriptions for retail investors will be accepted at customer service points of ING Securities, order placement points operated by DM Polonia Net S.A. and BM Nordea Bank, as well as customer service desks of CDM Pekao and BM BPH. • Investors will be able to subscribe for up to 21.3 million shares, of which up to 17.8 million will be newly issued shares. Proceeds from the issue of new shares (with an expected gross value of USD 120 million to 160 million) will be used to implement the company’s investment plan (including construction of a new mulit-seed crushing plant, increase of production capacity, and acquisition of port storage and trans-shipment facilities). • Price range for the offering has been set at PLN 21.50 to PLN 27.00 per share. “Kernel is Ukraine’s largest producer and distributor of bottled oil, which we sell under our own brands, and also one of the leading exporters of sunflower oil and grain in Ukraine,” said Andrey Verevskyy, Chairman of the Board of Directors of Kernel Holding. “The company’s development strategy calls for further dynamic growth, both organically and through acquisitions. We intend to finance our investment plans partly with the proceeds raised from the new issue of shares.” The estimated gross proceeds from the issue of new shares will be USD 120 million to 160 million (excluding the costs of conducting the offering). Kernel intends to use the proceeds for: • construction of a multiseed crushing plant (e.g. sunflower, rapeseed and soy) with a crushing capacity of 510,000 tonnes per year; • acquisition of port storage and trans-shipment facilities for agricultural commodities exported from Ukraine; • capacity increase of existing multiseed crushing plants during 2008-2010; • growth of the company’s “land bank” in Ukraine (increasing leased land by 50,000 hectares, from the 30,000 hectares currently leased); • repayment of bridge financing raised to fund the acquisition of the “Chumak Zolota” and “Chumak Domashnya” bottled oil brands in July 2007; • increase of working capital. Timetable of the offering The timetable below lists key dates related to the offering of Kernel shares: Subscriptions by institutional investors and book-building* 1-13 November Subscriptions by retail investors** 2-13 November Pricing and allotment date Not later than 14 November Listing on the Warsaw Stock Exchange on or around 23 November *until 6 pm on the last day / **until 5 pm on the last day Prior to the start of the subscription period, an indicative price range has been set at PLN 21.50 to PLN 27.00 per share. Retail investors may place subscription orders for Kernel shares from 2 to 13 November, specifying the number of shares they wish to purchase and the price they are willing to pay per share. The final share price will be determined taking into account the book-building among institutional investors, and announced no later than 14 November. The listing of the company on the Warsaw Stock Exchange is expected to occur about 23 November. Structure of offering, shareholdings after the offering In the offering, investors may subscribe for up to 21,279,048 shares, of which up to 17,779,048 are newly issued shares. The number of shares offered may be increased by up to 3,191,857 existing shares in an over-allotment option. The final number of offered shares (and the number of shares allotted to retail and institutional investors) will be determined after the subscription period ends (about 14 November). As of publication of the prospectus, the largest shareholder of Kernel Holding (85.7% of 46.7 million shares) is Namsen Limited, a company controlled by the founder of the Kernel Group and Chairman of the Board of Directors of Kernel Holding, Andrey Verevskyy. The remaining shares are held by a financial investor, Evergreen Financial. However, Namsen Limited holds a call option on all shares in Kernel Holding belonging to Evergreen Financial (14.3%), which it plans to exercise prior to listing of Kernel on the Warsaw Stock Exchange. After the Offering, once Namsen Limited has exercised its call option to acquire shares from Evergreen Financial and assuming that 21.3 million shares (including 17.8 million newly issued shares and 3.5 million shares being sold by Namsen Limited) have been allotted to investors, about 33% of the shares will be held by stock market investors. The remaining 67% will be controlled (through Namsen Limited) by the founder of the Group, Andrey Verevskyy. The free float above does not include the sale of shares subject to greenshoe. For more information please contact: Piotr Wojtaszek NBS Public Relations Tel. (+48) 22 826 74 18 / (+48) 0606 580 312 [email protected] This publication is for promotional purposes only and in no case should be relied on as a basis for an investment decision regarding purchase or subscription of securties issued by Kernel Holding S.A. (the “Company”). This publication does not constitute an offer or solicitation to purchase or subscribe for any shares in the Company. For the purposes of the public offering of the Company’s shares in Poland (“Offering”) and their admission to listing on the Warsaw Stock Exchange (the “GPW”), the Company has prepared a prospectus (the “Prospectus”) which was approved on 25 October 2007 by the Commission de Surveillance du Secteur Financier, the capital markets authority in Luxembourg. On 26 October 2007 the Company was informed by Komisja Nadzoru Finansowego (“KNF”), the Polish capital markets authority, that KNF received from the CSSF a certificate of approval of this Prospectus, for the purpose of authorising the Offering to the public in Poland. The Prospectus, made in English language, is the sole legally binding document containing information on the Company, its Offering in Poland and admission to of its shares to listing on the WSE. The Prospectus was published on 31 October 2007 and is available on the websites of: the Company (www.kernel.ua), ING Securities S.A (www.ingsecurities.pl) and GPW (www.gpw.com.pl). The Company has prepared Polish translation of the Prospectus which is available in electronic form on the above mentioned websites and in printed form at customer service points of ING Securities S.A., order placement points operated by DM Polonia Net S.A. and BM Nordea Bank, at customer service points of Centralny Dom Maklerski Pekao S.A. and of Biuro Maklerskie Banku BPH S.A. The original English version of the Prospectus is the sole official version of the Prospectus. Polish translation of the Prospectus has been provided for convenience of investors only and does not constitute a legally binding document. It should be noted that this material includes certain forward-looking statements regarding future events or results. Although such statements are believed by the Company to be fair projections, the Company makes no representation that such events will actually occur or that they occur when expected, especially due to reasons which are beyond the Company’s control. The distribution of this document in other jurisdictions may be restricted by law, and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. In particular, neither this document nor any part or copy of it may be taken or transmitted into the United States (“US”) or distributed, directly or indirectly, in the US or to US persons (as defined in Regulation S). The Company’s shares have not been and will not be registered under the US Securities Act of 1933 (the “Securities Act”) and may not be offered or sold in the US or to US persons except pursuant to an exemption from, or transaction not subject to, the registration requirements of the Securities Act. 5)

Following our land mark acquisition of Eurotek production plants and grain silos, we have divested a number of less efficient and non-strategic assets. We sold our smallest crushing, refining and bottling plant located in Milove, Lugansk oblast, together with four grain silos in the same oblast. We also sold 8 grain silos the location of which provided limited upside to our grain and oilseed origination activity. Sold silos: Seleshenskiy Grain Elevator CJSC Belovodskiy branch of Melovskoy Refined-Oil Plant Streletskaya Step CJSC Zimogor’evskiy branch of Melovskoy Refined-Oil Plant Streletskaya Step CJSC Markovskiy branch of Melovskoy Refined-Oil Plant Streletskaya Step CJSC Zhitnica LLC Bogoduhovskoe KhPP CJSC Vlasovvskiy GPP CJSC Kegichevskoe KhPP CJSC Volchanskiy GPP CJSC Zolochevskoe KhPP CJSC Novo-Sanzharskiy Grain Elevator CJSC Podgorodnyanskiy Grain Elevator OJSC

Kernel and Chumak have signed an exclusive licence agreement for the production, marketing and distribution of bottled oil under the trademarks “Chumak Zolota” and “Chumak Domashnya”. Starting September 2007 “Chumak Zolota” and “Chumak Domashnya” shall be produced in our oil refining and bottling facilities in Prikolotnoe, Kharkov region. Owned and operated by Kernel, Prikolotnoe is the most modern and efficient edible oil plant in Ukraine and supplies sunflower seed oil of the highest quality to our customers. Chumak shall continue providing distribution services and ensure that “Chumak Zolota” and “Chumak Domashnya” are readily available to our customers throughout Ukraine. Following our agreement with “Chumak” and together with our brands “Schedry Dar”, “Stozhar” and “Liubon’ka”, Kernel becomes the market leader in edible oil in Ukraine.

Sofievski village council of Pervomaisk raion, Nikolayev oblast granted a permit to build an oil extraction plant (decision # 5 dated 19 April 2007) “Bandurski Elevator” LLC (part of Kernel companies group). The new plant will be located on 10 hectares of land owned by the elevator on long-lease terms. Processing capacity per 24 hours will be the following: 1,500 tons of sunflower seeds and rapeseeds, 750 tons of soy beans. This will be one of the first Ukrainian plants possessing such production capacity and facilities for sunflower seeds, soy beans and rapeseeds processing. The enterprise will be equipped with modern highly automated machinery. The planned number of personnel is 80, including the administration. Investments will amount to 50 million USD. The plant is to be put into operation in 2009.

“Prikolotnyanski oil extraction plant” Closed Joint Stock Company (Kharkiv oblast) and “Poltava Oil Extraction Plant” Closed Joint Stock Company were the ones to win the All-Ukrainian Product Quality Competition “100 Best Goods of Ukraine” 2006/2007 at oblast level. The enterprises gained top results for producing sunflower oil under “Stozhar” TM and cold pressed sunflower oil under “Shchedryi Dar” TM respectively. Once again the quality of products under the Kernel Company trademarks was noted by the experts who presented diplomas to winning plants.

“Shchedryi DAR” trademark has topped the list in “National Trademark” category of Ukrainian national program “Person of the Year 2006”. On 17 March 2007 the national palace “Ukraine” hosted the awards ceremony of Ukrainian national program “Person of the Year 2006”. The Main Prize of the program – “Prometheus Prestige” statuette – was presented to Inna Ivanova, Director of Marketing and Sales Department. Along with the statuette, “Shchedryi DAR” received a confirmation of nation-wide recognition, and Kernel Company employees accepted congratulations from their partners and clients.

According to the results of all-Ukrainian rating program “Management Guards”, Director of Kernel Company’s Trade Department Konstantin Litvinski was named the most successful top manager in agribusiness sector for 2006. As part of the program, top managers of enterprises in agribusiness sector were polled. The top three also includes Dexter Frye, General Manager of “Bunge Ukraine” (2nd place), and Andreas Rickmers, General Manager of “AT Cargill” Closed Joint Stock Company (3rd place).

According to data of ” TOP 100 The most dynamic companies of Ukraine” magazine (31 of October 2006) the Group of companies “Kernel” is considered to be the most dynamic company in Ukrainian fat-and-oil branch. The first place among producers, taking into consideration rate of growth of the net profit, occupies Poltava solvent-extraction plant Kernel Group (90,51 %) and the first place based on the same criteria among traders is taken by Kernel Trade (71,69 %). In 2005/06 marketing years from 1,9 million tons of production of Ukrainian fat-and-oil branch, 1,4 million tons is offered on export. According to the results of October-August 2005 the largest exporters of sunflower oil are “Grain Trading Company”, “Cargill”, ” Barzhova Company “, “Bunge Ukraine “, ” Alfred S. Toepfer International” (Ukraine), Group of companies Kernel. We always strive to reach new heights!

Shareholders of Eurotek CJSC and Kernel Group have reached agreement on a deal in which Kernel Group will acquire production assets of Eurotek CJSC. The deal has been approved by the Antimonopoly Committee of Ukraine. Management of the production assets has been handed over to Kernel Group, and the project is currently in the paperwork phase. Among the assets acquired by Kernel Group are two oil extraction plants (Volchansk Oil Extraction Plant CJSC and Prikolotnoye Oil Extraction Plant CJSC with a combined daily processing capacity of 1,500 tons of sunflower seeds), 13 grain storage and processing enterprises (with a combined storage volume of 650,000 tons), as well as over 22,000 hectares of rented agricultural lands. The details of the deal and the price of acquired assets are not disclosed. Negotiations on consortium financing of the deal are underway with UkrSibbank JSIB and HVB Ukraine joint-stock commercial bank. Both parties to the deal are participants of the securities market. Eurotek CJSC has issued UAH 25 million worth of bonds. The bond issue has been almost entirely redeemed by the issuer, which is proof of the issuer’s impeccable record of dealing with investors. Currently, there is UAH 200,000 of unredeemed bonds, which will be redeemed by Eurotek CJSC in the immediate future. Kernel Trade Ltd has issued UAH 50 million worth of bonds. Kernel Group will shortly inform the holders of its bonds about its development strategy and will present its financial forecasts. This deal represents a logical stage in the development of the two companies working in the same market and region. As a result of the acquisition, in addition to its plants in Poltava and Luhansk regions Kernel Group will have control of two more plants in Kharkiv region, which is geographically positioned between the group’s existing capacities. The deal will give Kernel Group better access to the sources of raw materials in Ukraine’s north-eastern region, which will positively influence the prime cost of products. With the acquisition of the production assets of Eurotek CJSC, the sunflower oil production capacities controlled by Kernel Group will increase to 640,000 tons of seeds per year, which will place the Group among the three largest producers and four largest Ukrainian exporters, while its share of the retail market of sunflower oil will exceed 20%. The Group will thus move into a solid second place after the company Bunge (“Oleina” TM). After the acquisition Kernel Group will be selling its products under the trademark “Stozhar” in addition to “Shchedryi DAR”, “Liubonka”, “Kernel Professional”. Kernel Group will provide commentary on the details of the deal after the completion of the deal. Eurotek CJSC is a holding company comprising two oil extraction plants (with a daily sunflower seed processing capacity of 1,500 tons), 13 grain storage and processing enterprises (with a combined storage volume of 650,000 tons), a bread plant, a milk plant, and over 22,000 hectares of rented agricultural land. Eurotek manufactures sunflower, soy and rapeseed oil under the trademark “Stozhar”.

On May 12th, 2006 a Certificate evidencing conformity of the plant’s Quality Management System to international standard ISO 9001:2000 has been granted to “Poltava Crushing Plant – Kernel Group”. Certification has been performed by “Bureau Veritas Quality International Ukraine”. Valeriy Yakybovskiy, Regional manager of “Bureau Veritas” in Chernomorskiy region – Armenia, Belarus, Moldova, Georgia and Ukraine, President of Ukrainian quality society: “I’m glad to present this certificate to one of the best enterprises in fat-and-oil industry. Such a certificate proves to a consumer that sunflower-seed oil “Shchedriy Dar” is produced under permanent systematic quality control at all the production stages”. Nikolay Gorbanev, Chairman of “Poltava Crushing Plant – Kernel Group”: “Certification of the plant as per ISO standard 9001:2000 confirms adherence of “Poltava Crushing Plant” and “Shchedriy Dar” trade mark to quality. We care about our consumers and thus the technologies are improving all the time and we provide the high quality of sunflower oil”. At the end of year 2005 “Poltavskiy crushing plant” has become the first in Ukraine to launch sunflower-seed oil cold-refining and bottling complex. The main reason for launching the new complex has been the high demand for sunflower – seed oil “Shchedriy Dar” ( the Group’s productive capacities were not sufficient for required production). Moreover, Kernel is planning to implement the Managing System of foodstuff safety (standard ISO 22000) at Poltava Crushing Plant. Since it’s a more strict standard – it will provide a higher safety guarantee of sunflower – seed oil “Shchedriy Dar”. The representatives of supervising authorities, mass media and financial organizations attended presentation of the certificate.

From the first quarter of the year 2006 Shchedriy Dar – one of the three leading bottled oil brands in Ukraine – started its expansion to CIS countries markets. Inna Ivanova, Kernel Marketing and Sales Department Director: “Shchedriy Dar” sunflower oil has successfully entered not only the markets of Russia, Belarus, Moldova, Armenia and Georgia, but even the quite competitive markets of Western Europe. Presently we are engaged in creation of a solid distribution network in Russia so that we were able to compete with leading trade marks. In other CIS countries we are seeking for strategic partnership with local companies aimed not merely at wholesale, but also at joint promotion of Shchedriy Dar trade mark therein with long-term cooperation prospects”. Ukrainian market still has the highest priority for us, but we also need new markets for development. Expanding our activity abroad will result in increase of Shchedriy Dar sales and will be of priceless experience for us. We believe that our Ukrainian consumers and clients will benefit from this development – points out Ivanova. Shchedriy Dar sunflower oil is mainly distinguished by its high quality and advanced production technologies. Shchedriy Dar trade mark is represented by two products: Primary -Extracted Sunflower Oil and Cold Fining Sunflower Oil. Shchedriy Dar oil, produced at modern high-tech equipment, will certainly be highly appreciated by CIS-countries consumers. Kernel’s ambitious plans are supported by strong production facilities: recently launched at Poltava Crushing Plant complex for sunflower oil refining and bottling is able to produce up to 350 tons of high-quality bottled oil per day. The highest quality is achieved by a totally automated production process excluding the so-called “human factor” influence

From the beginning of the year 2006 new bottled sunflower oil Lyubonka is available throughout Ukrainе. New brand is mostly focused on thrifty consumers. Inna Ivanova, Kernel Marketing and Sales Department Director: “Bottled oil market potential is rather high in Ukraine. At present, quite a significant part of the market is occupied by crude unbottled oil with a quality leaving much to be desired and at high price level, even compared to bottled oil. Moreover, cheap low-quality bottled oil, produced illegally in unsound hygiene and sanitary conditions, is still present at the market”. Kernel introduced new bottled oil Lyubonka for the consumers of this segment of the market. Reasonable price combined with a good quality of this product is accentuated by a democratic label design. The slogan “Lyubonka– a thrifty housewife!” also emphasizes the simplicity and moderateness of this trademark. Lyubonka is represented by two market positions: refined sunflower bottled oil and crude sunflower bottled oil. Lyubonka is sold in 1 litre polyethylene bottles. The target group of new brand consists mostly of below-average and low-income consumers, therefore Lyubonka is sold mostly at small market places, grocery stores and stalls which are the main usual sales channels for above target group. In such a way Kernel Group keeps on creating new brands, focused on unoccupied market niches. In September 2005 the Group presented a unique product for Ukrainian market – refined sunflower oil “Kernel Professional”, which is distinguished by its special package (10 and 30 litre – designed specially for HoReCa market) and a cold refining technology. Kernel also possesses the trade-mark Shchedriy Dar – one of the three leading bottled oil brands in the country operating nationwide.

Kernel-Trade Ltd. (a member of Kernel Group) issues bonds for a total sum of 50 million UAH. The investment Memorandum providing the basic conditions of bonds issue was signed by Kernel-Trade Ltd. and UkrSibbank JSIB (which is the lead-manager of the release). Initial offering of bonds (“A” series) at the off-board market is planned for September 15th, 2005 . “B” series bonds offering will start at October 10th, 2005. Maturity: 3 years. The coupon rate for 1–4 coupon periods will be 14% per annum in hrivnya, the interest rate for other coupons is set by the issuer, but not lower than 3% per annum in hrivnya. Kernel Group plans to spend the attracted funds to increase volumes of purchase, transfer and processing of cereals and oil-bearing crops, and increase in grain elevators capacity utilization.

A project to develop and introduce its own Quality Management System for the purpose of qualifying for international 9001:2000 standard certification has been launched at Poltava Crushing Plant. Strong and increasing competition in the world market means that this kind of documentation is indispensable for any business seriously wishing to be accepted as having achieved high international business standards and proven adherence to quality. It is believed that Poltava Crushing Plant’s new project should help achieve this goal. The project will be carried out in 3 stages: Step1. Development and Introduction of a Quality Management System. Step 2. Pre-certificate Audit. Step 3. Certificate Qualification. Certifying body: Bureau Veritas The first stage – Development and Introduction of a Quality Management System – was started on 11 July 2005. A diagnostic audit was conducted at the plant in order to determine the extent of the current management system’s compliance with international standards. Consultants interviewed key plant personnel as a result of which, it was possible to determine its strengths and weaknesses. The day ended with an audit round-up meeting. On 26 July ISO 9001 standard principles were introduced to plant personnel for the first time in the presence of the management.team. Information: Bureau Veritas is a service company specializing in QHSE management (Quality, Health, Safety and Environment) and social responsibility with a network covering 140 countries that includes 600 offices and laboratories.

Kernel Group’s corporate calendar was judged one of the best during the 6th Kiev Advertising Festival. It was among the final winning entries meaning that it was in fact among the top 10-15% of contestants competing for prizes. Our calendar was found one of the best ones in the course of the 6th Kiev Advertising Festival, it was among the finalists. The name of finalist means that our work was appraised to be at least of the same level as the best companies had and we were included to the list of some 10-15% of “lucky” companies striven for prizes. A couple of words about the calendar itself: NAME: “Kernels of Wisdom” DESIGN CONCEPT: To achieve a tactile quality and to create a hand-made feel by using non-standard “handicraft” elements: rough pack-thread, wooden strips, linen sack, kernels (of wisdom), original illustrations and drawn features. This “handicraft” approach was deliberately chosen so as to conjure up by association an image of warm human hands that take care of small kernels that have been planted with tender loving care eventually to grow up and help make the world a better place. AUTHORS: Outstanding Kyiv designers, Denis and Natalia Rybchinskiye. Last year we were a bit luckier when our calendar won top prize.

A seminar devoted to cereals quality standards took place at Mirgorodskiy Grain Elevator on 25-26 February. Heads of production and technical laboratories of Kernel Group’s elevators were the main participants. In view of the fact that it is grain quality that determines its market value the measurement of grain quality according to international standards has become increasingly important. In 2003-2004 Kernel Group bought contemporary laboratory equipment (electronic scales, hygrometers, etc.) for more effective determination of grain quality parameters whereas basic methods remain the same as before: GOSTs (State Standards of USSR), DSTU (State Standards of Ukraine), while EC, ISO, ICC and other standards exist and are actively in use. The seminar was held by the BSI specialized laboratory.

The System Management: System Sales Management 2-Day Training was held in a cosy sanatorium near Kiev from 28-29 January. The entire Marketing and Sales Department team participated in the seminar. The Marketing and Sales Department is the newest department at Kernel Group, as well as being its most geographically disparate, working as it does throughout Ukraine. It is quite natural therefore that department personnel sense a regular lack of “social” contact with fellow colleagues both on a professional and personal level. That is why the training aimed primarily to provide the staff with general information in a systematic way, and on the basis of this to organize further exchange of professional tips and secrets, as well as to unite the team working under the Shchedriy Dar brand to an even greater extent. The training schedule was planned to help participants learn about management cycle stages progressively for the purpose of empowering them with the skills necessary to control every section of an organization successfully and effectively. The seminar agenda included the following: 1.Principles of management A manager’s roles and management styles Sales management principles 2.Planning Business-process planning 3.Organization Effective distribution of resources A product and its brand Resources-Clients Brand promotion Merchandising as a tool for sales promotion 4.Co-ordination Co-ordination of traders team work 5.Control Control of business-processes and results assessment The 2-day training was very intensive. Our colleagues were challenged with the difficult task of digesting a huge amount of information in a short space of time. Kernel Group employees passed the tests with honour! Mrs. Elena Ruchko, a sales department analyst, kindly shared her impressions: “The training provided a lot of answers to my questions. First of all, exact definitions and professional approaches to, at first glance, elementary knowledge (what is distribution, a presentation, the work of a trade agent, and so on). Secondly, the interesting concept of a management matrix was introduced. But what especially struck me was one topic: targets designation (wow, even now I constantly found myself re-organizing myself according to this theory!) I liked the trainer. Without doubt, he is a professional. Naturally full of energy himself he kept us on our toes as well (for instance, it was only in the evening that I remembered that I had to call home). I believe that in general the whole package (people, communications and information) ensures the final result. I can say that after the training it is easier for me to communicate with guys over the telephone and to settle various issues”. Trainers wrote in their report: “It is especially pleasant to note a persistence and determination of purpose inherent to this team: despite a tough working schedule, large flow of information, complicated drills, pressure of time and difficult conditions in the auditorium, none of the trainees even hinted at being tired during the 2 days, nor wished to take a break or to postpone a drill exercise. Everybody worked hard and selflessly which contributed to the satisfactory results gained in mini-group activities. Even smokers went to a smoking area only when they had finished their main tasks and returned promptly upon the first call”. To prolong and strengthen the training effect Shchedriy Dar employees were given homework. The work will continue at regional level. Furthermore the trainers worked out a number of recommendations aimed at the professional development and strengthening of the Marketing and Sales Department team in the future.

An investment construction project to complete a unit for sunflower oil refining and bottling at Poltava Crushing Plant is gathering speed. On 19 January a contract for supplying packaging equipment – a complete process line for pouring sunflower oil in polyethylene bottles – was signed with the German SIG Corpoplast company. The scheme chosen allows flexible control of line productivity. To double equipment capacity needs merely one unit of the line to be changed (blowing machine). Further increase of capacity will take not more than one month. Equipment will have been delivered to Poltava Crushing Plant by the end of June 2005, the line will have been installed by the end of July and production start up is planned for the end of August 2005. SIG Corpoplast is a German subsidiary of the SIG group, a world supply leader with 30 years of experience in design, production, sales and maintenance of machines and systems for manufacturing polyethylene bottles. According to data for 2003, the company has 9000 employees, while total sales for the period reached 1.9 billon Euros. At the end of 2004 the company supplied a blowing machine for increasing mineral water production capacity of the famous Borjomi brand for 2 whole days. This month Western Container Corporation owned by Coca-Cola is expected to put into operation the 1000th blowing machine of SIG Corpoplast in the USA. The construction process is definitely reaching its goal!