MHP
Annual Report 2018

Plain-text annual report

ANNUAL REPORT AND ACCOUNTS 2018 L A I R T S U D N I - O R G A L A N O I T A N R E T N I G N I D A E L A Y N A P M O C 3 STRATEGIC REPORT 4 6 Performance Highlights Company Overview 10 Competitive Strengths 18 Chairman’s Statement 22 CEO’s Statement 25 BUSINESS REVIEW 26 Business Model 29 Poultry and Related Operations Segment Grain Growing Segment Other Agricultural 37 40 Segment 44 Key Performance Indicators 47 Financial Policies 49 Financial Review 58 Risk Management 71 Corporate Responsibility 75 GOVERNANCE 76 Corporate Governance Overview 81 Board: Composition & Performance 89 Nominations and Remuneration Committee Report 91 Audit Committee Report 95 Management Report 99 Stakeholder Engagement 100 FINANCIAL STATEMENTS 102 Statement of The Board of Directors 103 Independent Auditor’s Report 110 Consolidated Financial Statements 115 Notes 168 SHAREHOLDER INFORMATION 169 Financial Calendar 169 Key Contacts & Advisors 170 Glossary of Terms STRATEGIC REPORT 4 6 10 18 22 Performance Highlights Company Overview Competitive Strengths Chairman’s Statement CEO’s Statement STRATEGIC REPORT ANNUAL REPORT 2018 PERFORMANCE HIGHLIGHTS 4 S T H G I L H G S T H G I L H G I I H H E C N A M R O F R E P L A I C N A N I F MHP DEMONSTRATED ANOTHER YEAR OF FIRM PROGRESS US$ 924 million Export revenue (+26% y/y; 2017: US$ 732 million) US$ 128 million Net profit (-37% y/y; 2017: US$ 204 million) 59% of total revenue Export revenue (2017: 57%) US$ 1.17 Earnings per share (-38% y/y; 2017: US$ 1.90) US$ 420 million Gross profit (+6% y/y; 2017: US$ 396 million) US$ 0.7492 Dividend per share (2017: US$ 0.7492) US$ 1,556 million Revenue (+21% y/y; 2017: US$ 1,288 million) US$ 450 million Adjusted EBITDA (-2% y/y; 2017: US$ 459 million) US$ 550 million 8-year Eurobond issuance with a coupon of 6.95% STRATEGIC REPORT ANNUAL REPORT 2018 PERFORMANCE HIGHLIGHTS 5 C I G E T A R T S S T H G I L H G H I L A N O I T A R E P O D N A Significant progress on construction of PHASE 2 OF THE VINNYTSIA COMPLEX three rearing sites (brigades) and a slaughterhouse launched Construction of #2 BIOGAS COMPLEX at the Vinnytsia complex with 24 MW capacity to be reached within two years Acquisition completed in February 2019 of PERUTNINA PTUJ a leading poultry producer and meat-processor based in Slovenia STRATEGIC REPORT ANNUAL REPORT 2018 COMPANY OVERVIEW 6 Y N A P M O C LEADING AGRO-INDUSTRIAL GROUP. IT IS THE LEADING DOMESTIC PRODUCER OF POULTRY IN UKRAINE, MHP IS A VERTICALLY-INTEGRATED, W AN INTERNATIONAL COMPANY HEADQUARTERED E I V R E V O PRODUCTS WITH THE HIGHEST MARKET SHARE* AND STRONGEST DOMESTIC BRAND RECOGNI- TION FOR ITS PRODUCTS LEADING PROTEIN AGRI-BUSINESS THROUGH OPERATIONAL GROWTH AND CONTINUOUS THE COMPANY’S VISION IS TO BE A WORLD- STEADY FINANCIAL, ECONOMIC AND BUSINESS EFFICIENCIES 2018 REVENUE BY BUSINESS SEGMENT 9% Other Agricultural 11% Grain Growing 80% Poultry and Related Operations * Source: SSCU 2018 REVENUE BY DESTINATION 41% Domestic 59% Export 2018 REVENUE BY PRODUCT 6% Processed meat 10% Other 11% Grain sales 17% Vegetable oils 56% Chicken meat STRATEGIC REPORT TARGETED INTERNATIONAL GROWTH STORY SUPPORTED BY DOMESTIC STRATEGY MHP continues to deliver upon its targeted international growth strategy supported by a market-leading position in its domestic markets. During 2018, MHP launched its first rearing sites and a slaughterhouse line as part of Phase 2 of the Vinnytsia poultry complex. Phase 2 (260,000 tonnes of poultry meat) is expected to be operating at 100% capacity by the end of 2021. The Company also continues to actively look for potential mergers and acquisi- tions (“M&A“) opportunities, both in poultry production and/or in meat-processing operations in the EU and MENA regions. THE VERTICALLY-INTEGRATED BUSINESS MODEL MARKS MHP OUT FROM ITS PEERS MHP’s vertically-integrated business model delivers a considerably lower cost-base* compared to industry peers and sustainably higher earnings. MHP owns and operates modern facilities at each of the key stages of chicken production processes: grain and fodder production; egg incubation and grow-out; processing; marketing; and sales and distribution. This reduces the Company’s dependence on suppliers and farmers and also its exposure to raw material price volatility. It also enables maintenance of strict biosecurity standards throughout the entire production process and enhances quality control. EXPORT REVENUE NOW CONSTITUTES 59% OF TOTAL REVENUE The Company’s expansion strategy is focussed on increasing ex- port volumes leading to additional hard currency revenue. MHP’s export destinations now total 82 countries and its export traction is increasing following the launch of Phase 2 of the Vinnytsia poultry complex. Building out from this platform, MHP is increas- ing its export operations across countries in the EU, MENA and Africa. At the same time the Company is expanding its operations in the Netherlands and Slovakia, where it has cutting facilities. In the UAE, and other GCC markets, MHP is building its distribution network whilst steadily building its international brand Qualiko, already recognised by local consumers. *Source: MHP’s research **Source: Agroperspectiva ANNUAL REPORT 2018 COMPANY OVERVIEW 7 In February 2019, the Company completed its acquisition of Perutnina Ptuj in Slovenia. Perutnina Ptuj is an international food-processing company and the largest producer of poultry meat and poultry meat products in Southeast Europe. It has as- sets in Slovenia, Croatia, Bosnia & Herzegovina and Serbia. MHP HAS A LEADING GRAIN CULTIVATION BUSINESS As part of its vertically-integrated business model, MHP grows corn, sunflower and soya to support its chicken production. MHP also grows other grains such as wheat and rape for sale to third parties. MHP leases agricultural land located primarily in the highly fertile black soil regions of Ukraine with yields significant- ly higher than Ukraine’s average**. MHP’S FACILITIES ARE AMONGST THE MOST TECHNOLOGICALLY ADVANCED MHP’s investment and rapid growth have enabled it to employ modern production assets and the Company believes that its chicken farms are amongst the most efficient in the world. This is driven by the Company’s commitment to continuous improve- ment in operational efficiency, product development and inno- vation through investment in research & development (“R&D“). VINNYTSIA PHASE 2 IS EXPECTED TO BE OPERATING AT 100%CAPACITY BY THE END OF 2021 STRATEGIC REPORT POULTRY & RELATED OPERATIONS GRAIN GROWING OUR BUSINESS SEGMENTS The Company is organised into three business segments: Poultry & Related Operations; Grain Growing; and Other Agricultural. ANNUAL REPORT 2018 COMPANY OVERVIEW 8 OTHER AGRICULTURAL POULTRY & RELATED OPERATIONS SEGMENT MHP is the leading poultry producer in Ukraine, accounting for approximately 30% of all industrially produced chicken meat consumed in the country in 2018*. MHP commands a leading market position and high brand recognition domestically with its poultry products sold at pre- mium prices. MHP brand name Destinations for sale Chilled / frozen Nasha Riaba Ukrainian Chicken Qualiko Ukraine Ukraine Chilled Frozen Export (all destinations) Chilled, frozen Ukrainian Chicken Export (except the EU and Asia) Аssilah Sultanah Al Hassanat Bibilo Export (MENA) Export (MENA) Export (Iraq) Export (Georgia) Frozen Frozen Frozen Frozen Frozen Product Whole, parts Whole, parts Whole, parts Whole, parts Whole Whole Whole, parts Whole MHP supplies chicken and other meat products to a number of nationwide supermarket chains, including Fozzy, ATB-Market, Metro Cash & Carry, ECO, Novus and Auchan. MHP also produces and sells vegetable oils (sunflower and soy- bean oils) as a by-product of its fodder production, mainly to international traders. MHP ACCOUNTED FOR 30%OF ALL INDUSTRIALLY PRODUCED CHICKEN MEAT CONSUMED IN UKRAINE IN 2018 * Source: MHP STRATEGIC REPORT ANNUAL REPORT 2018 COMPANY OVERVIEW 9 GRAIN GROWING SEGMENT 370,000 MHP has a leading grain cultivation business growing corn, sun- flower and soybean to support the vertical integration of its chicken production. The Compa- ny is self-sufficient in corn with any excess produc- tion sold for export, pro- viding one of the Com- pany’s sources of hard currency revenue. HECTARES OF LAND, ONE OF THE LARGEST LAND PORTFOLIOS IN UKRAINE* Increasingly, other grains such as wheat and rape are grown for sale to both domestic and international customers. This provides a natural hedge against local currency volatility and allows for better control of poultry production costs. In 2018, MHP’s landbank constituted approximately 370,000 hectares of land, one of the largest land portfolios in Ukraine. Crop yields are well above the Ukraine average*. MHP ACCOUNTED FOR 15%OF ALL SAUSAGE AND COOKED MEATS PRODUCED IN UKRAINE IN 2018 OTHER AGRICULTURAL SEGMENT MHP’s meat-processing business is an important driver of the segment’s profitability as it produces value-added products that customers are willing to pay a premium for. Processing in- cludes the production of a wide variety of fresh meat products, prepared food and ready-to-eat food; these include sausages, cooked meats and convenience food products predominantly from chicken meat. MHP is one of the leaders in the highly fragmented meat-pro- cessing market in Ukraine, accounting for approximately 15% of all sausage and cooked meats produced in Ukraine in 2018. MHP brand name Destinations for sale Product Bashchinsky Lehko! Sytni Qualiko Non-branded Ukraine Ukraine Ukraine Export Ukraine Sausages, convenience food (chilled), smoked chicken Convenience food (frozen) Convenience food (frozen) Convenience food (frozen), raw marinated chicken (frozen) Convenience food (frozen), bulk *Source: https://latifundist.com/novosti/40999-nazvany-agroholdingi-s-samym-ustojchivym-zembankom--issledovanie STRATEGIC REPORT ANNUAL REPORT 2018 COMPETITIVE STRENGTHS 10 S H T G N E R T S C I G E T A R T S E V I T I T E P M O C HIGH DEGREE OF VERTICAL INTEGRATION • Business model reduces costs by creating synergies there- by reducing per unit costs • Reduces dependence on third-party suppliers and farmers • Offers a strong hedge against raw material price volatility Enables maintenance of strict biosecurity standards • throughout entire production process Enhances quality control • Management believes MHP is the lowest cost chicken meat pro- ducer in Ukraine and one of the lowest cost chicken meat pro- ducers worldwide*. One of the key drivers for this efficiency is the Company’s vertically-integrated business model, as well as intensive and efficient capex. MHP owns and operates each of the key stages of chicken pro- duction processes (please see page 26 for more information on our business model). MHP has been self-sufficient in fodder and corn since 2005 and 2008 respectively, and began producing soybean protein and oil in 2015. The internal production of sun- flower and soybean protein reduces dependence on third-party farmers and significantly reduces MHP’s fodder production costs. In addition, MHP’s land plots are consolidated at its grain grow- ing enterprises. This enables MHP to achieve economies of scale and supports vertical integration due to the close proximi- ty of MHP’s facilities, the efficient use of machinery and reduced transport and storage costs. Such vertical integration reduces MHP’s dependence on third-party suppliers and controls its ex- posure to increases in raw material prices. Vertical integration creates synergies in a number of other areas and reduces per unit costs. In addition, it allows MHP to maintain strict biosecurity and to control the quality of its inputs. This is important in an increasingly regulated industry and secures the quality and traceability of products through to the point of sale. *Source: MHP research STRATEGIC REPORT C I G E T A R T S ANNUAL REPORT 2018 COMPETITIVE STRENGTHS 11 DIVERSIFIED SALES STRATEGY — BOTH FOR EXPORTS AND DOMESTICALLY DOMESTIC MARKETS EXPORT MARKETS • Helps broaden domestic customer base • Helps achieve better pricing by creating a competitive balance between principal distribution channels • • • Targeted route-to-market strategy Supplemented by acquisitions Additional “hard currency” revenue MHP distributes its chicken products mainly through super- markets, hypermarkets and its network of 1,970 branded points of sale (as at 31 December 2018). It also sells some of its chicken products to meat processors, butchers’ shops (in- dependent meat shops) and foodservice businesses. MHP supplies chicken and various other meat products to a number of nationwide supermarket chains. This makes MHP’s products widely available, helping to increase sales volumes as these retailers continue to expand throughout Ukraine. MHP believes that its diversified sales structure helps to broad- en its customer base and to achieve better pricing by creating a competitive balance between its principal distribution channels. Since 2008, MHP has been developing and delivering upon its export strategy, growing exports to the CIS (Commonwealth of Independent States), MENA (Middle East and North Africa), the EU, Africa and Asia. In 2018, MHP exported 286,846 tonnes of chicken meat to 82 coun- tries, compared to 220,983 tonnes of chicken meat in 2017 to 63 coun- tries, representing year-on year volume growth of 30%. MHP will continue to diversify its production and marketing bases in key export markets through carefully targeted acquisitions. In addi- tion, the Company has a clear and focussed route-to-market strategy for Europe, the GCC (Gulf Cooperation Council) and MENA regions. In keeping with this strategy, MHP established local operations in the Netherlands and the UAE in 2016, and in Slovakia in 2017. STRATEGIC REPORT C I G E T A R T S ANNUAL REPORT 2018 COMPETITIVE STRENGTHS 12 LEADING MARKET POSITION AND STRONG BRANDS • • • Reputation for quality Enables realisation of economies of scale Competitive advantage over existing competition and potential new entrants MHP is the leading producer of poultry products in Ukraine, with an approximate 30% share of the production of poultry for con- sumption in Ukraine in 2018, according to MHP’s calculations. MHP has strong brands in the consumer markets in which it oper- ates and intends to continue focussing its marketing efforts on en- hancing the value of its brands and expanding its customer base. MHP’s established market position and reputation for quality en- hances its ability to negotiate advantageous terms. MHP’s scale helps it to realise production and marketing economies of scale and positions the Company to capitalise on the expected contin- ued growth and development of the Ukrainian market. STRATEGIC REPORT L A C S I F D N A E C N A N R E V O G STRONG CORPORATE GOVERNANCE ANNUAL REPORT 2018 COMPETITIVE STRENGTHS 13 CONSERVATIVE FINANCIAL POLICY AND STRONG TRACK RECORD • The Company recognises the importance of strong corpo- rate governance in line with good international practice • The Company continues to demonstrate strong financial management and performance The Board has adopted the UK Corporate Governance Code (“the UK Code”) as the appropriate international governance benchmark. This decision was based on the Board’s opinion that the UK Code is viewed by the investment community as a strong international governance standard. Additionally, the Board views this standard as appropriate, given the Company has had its global depositary receipts (“GDRs”) listed on the GDR Main Market of the London Stock Exchange since 2008. MHP has established a strong track record in international capital markets over the past ten years, demonstrating its access to ex- ternal funding to support investment as and when required. MHP has fully honoured all of its capital markets’ borrowing obligations since its debut issuance in 2007, including during the 2014 - 2016 crisis in Ukraine. This included a fully paid Eurobond in 2015 and Eurobond refinancings in 2017 and 2018. MHP has in place a conservative financial policy, aiming to main- tain a net debt to EBITDA ratio of less than 3.0x. STRATEGIC REPORT ANNUAL REPORT 2018 COMPETITIVE STRENGTHS 14 L A C S I F D N A E C N A N R E V O G HIGHLY EXPERIENCED MANAGEMENT TEAM AND BOARD SUPPORTED BY MOTIVATED EMPLOYEES • Considerable agro-industry and food products industry expertise • Well-placed to identify and capitalise on future market op- • portunities in line with the Company’s ambitions to become a global protein producer, including potential M&A Successful track record of deal execution furthering the Company’s international expansion, including in the EU (the Netherlands and Slovakia) and the GCC MHP’s senior management team largely comprises experienced professionals who have worked closely and effectively together at the Company since 1998. Together they have over 100 years’ combined agro-industry experience. Our Board has significant and varied experience in the industry and also in M&A, including the successful integration of acquisitions and change management. This depth of experience will be invaluable as we continue to implement our international growth strategy. Senior management is supported by our highly skilled and knowledgeable workforce, comprising over 28,500 employees based in Ukraine and abroad. We are committed to investing in our people’s development and to providing opportunities for them to realise their full potential. STRATEGIC REPORT ANNUAL REPORT 2018 COMPETITIVE STRENGTHS 15 N O I T A V O N N Y G O L O N H C E T I D N A FOCUS ON CONSUMER- DRIVEN INNOVATION FOREFRONT OF INDUSTRY INNOVATION • Well-positioned to capitalise on the consumer-driven move towards healthier, higher quality food and convenience foods • Development of Centre of Innovation since 2018 MHP continues to promote and develop its strong brands through consumer-driven innovation and the introduction of new products. This enables it to both attract new customers and retain existing customers. MHP’s consumer-driven innovation addresses a shifting trend among consumers in Ukraine towards the consumption of higher quality food, as well as affording MHP flexibility in the product ranges it offers to different markets. MHP prides itself on being at the forefront of industry innovation. The Company has been developing a Centre of Innovation since 2018 that will lead to centres of excellence in meat science; health and nutrition; and innovative new products in value-added and shelf-stable products. Since 2018, in partnership with IBM, the Company has been fo- cussing on blockchain traceability, which covers: full traceability of grain production; animal welfare; commodity non-GMO compli- ance; and food safety issues across the whole integrated chain. STRATEGIC REPORT ANNUAL REPORT 2018 COMPETITIVE STRENGTHS 16 N N O O I I T T A A V V O O N N N N Y Y G G O O L L O O N N H H C C E E T T I I MODERN PRODUCTION ASSETS AND TECHNOLOGY Enables the manufacture of high-quality products Enables cost savings • • • Optimisation of yields in grain growing operations D D N N A A MHP employs modern production assets at its various produc- tion facilities and the Management believes that MHP’s chicken farms and facilities are amongst the most modern and efficient in the world. Management believes that the benefits of its modern equipment and advanced technologies are reflected in MHP’s favourable performance indicators, such as low chicken mortality rates and production costs. Much of MHP’s production process is automated, which ensures and promotes consistently high-quality products in a cost-effec- tive manner. MHP sources the equipment for its chicken produc- tion facilities mainly from leading European suppliers. MHP applies up-to-date farming practices supported by modern machinery in its grain cultivation business which helps optimise yields and reduce wastage and consumption of fuel. STRATEGIC REPORT Y T I L I B I S N O P S E R ANNUAL REPORT 2018 COMPETITIVE STRENGTHS 17 HIGH BIOSECURITY AND ANIMAL WELFARE STANDARDS • • • Company standards are in line with Ukrainian legislation and international best practice Ensures animal welfare Enhances the Company’s reputation for reliability and quality MHP employs strict biosecurity measures throughout the poul- try production process to minimise the risk of contamination and disease at its chicken production facilities. sale partners and monitors compliance through frequent ran- dom inspections. In addition, MHP complies with the high hy- giene standards of its retail customers. Management believes MHP’s biosecurity both complies with Ukrainian legislation and follows international best practice. MHP imposes strict hygiene standards on its branded points of MHP complies with EU Animal Welfare standards and undertakes steps to improve living conditions of animals at rearing sites, fol- lowing international best practice and recommendations. STRATEGIC REPORT ANNUAL REPORT 2018 CHAIRMAN’S STATEMENT 18 ’ T N E M E T A T S S N A M R I A H C TARGETED INTERNATIONAL GROWTH STORY SUPPORTED BY DOMESTIC STRATEGY CONTINUING STRONG GROWTH IN 2018 WITH SIGNIFICANT PROGRESS ACHIEVED IN POULTRY EXPORTS VOLUMES (UP 30% YEAR-ON-YEAR) AND WITH OUR EXPORT DESTINATIONS NOW COMPRISING OVER 80 COUNTRIES (2017: 63 COUNTRIES) The Company’s international expansion was furthered in Febru- ary 2019 with the completion of the acquisition of PPJ (Perutnina Ptuj, Slovenia) in the Balkans, and delivers upon our strategy to become a global protein producer. We are well-positioned to cap- italise on future opportunities and will continue to actively monitor other potential M&A targets, both in poultry production and in the meat-processing industry, in Europe and in the Middle East. Dear Shareholder, MHP continues to deliver on its targeted international growth strategy supported by a market-lead- ing position in ots domestic markets. The Company posted strong growth during 2018 with respect to both Ukraine domestic sales and export sales. Year-on-year revenue growth in 2018 was 21% to US$ 1,556 million (2017: US$ 1,288 million) with export revenue growth of around 26% year-on-year to US$ 924 million, representing 59% of the Company’s total revenue. MHP continued to demonstrate strong financial management and performance. During 2018, MHP’s vertically-integrated business model enabled the Company to maintain its track record of delivering a high profit margin in challenging market conditions. The Company reported adjusted EBITDA* of US$ 450 million (2017: US$ 459 million) and an adjusted EBITDA margin of 29% (2017: 36%); Adjusted EBIT- DA margins have consistently been in the 26% in 2013 to 38% in 2014 range over the past 15 years. * Earnings before interest, tax, depreciation and amortisation. STRATEGIC REPORT THE BOARD HAS RECOMMENDED AN INTERIM DIVIDEND OF US$ 0.7474 PER SHARE * Source: 2000-2016 DYNAMIC MARKETS 2018 presented arguably the most unpredictable set of trading conditions ever seen in the global poultry industry. Sanctions implemented by the US administration have significantly af- fected trade flow in both meats and commodities and caused significant disparities between commodity and meat prices globally. Poultry trade flows continued to be influenced by the conditions in Brazil which have led to significant difficul- ties for poultry companies domiciled there and which have in turn triggered insolvencies and consolidation in the industry. In addition, changes to regulations in Saudi Arabia in relation to halal processing disrupted poultry flows to the Kingdom, the largest market in the MENA region. Elsewhere, the impact of Brexit is yet to be seen: it has the potential to have some impact on EU markets. Global meat protein flows and prices will be further affected by the outbreak of African Swine Fever in China. This is a disease that is causing major disruption in pork production and it is likely to spread to Asia and particularly South East Asia with unprece- dented consequences. The likely outcomes are higher levels of poultry consumption at higher prices. DELIVERING ON OUR STRATEGY During 2018, MHP completed its second-stage expansion of the Vinnytsia production facilities primarily dedicated to the EU, Middle Eastern and African markets. It is well on track to enable the Company to meet its target up to 840,000 tonnes of increasing overall poultry production capacity from Ukraine (including poultry by-products) in 2022e. Our active and targeted M&A strategy that includes the EU, Middle East and United Kingdom, continues to drive MHP’s in- ternational growth story. At the beginning of 2019, the Group completed the acquisition of Perutnina Ptuj, an integrated poul- try company based in Slovenia that has outstanding value-add and further-processed production facilities; it is also the stron- gest brand* in the region. Perutnina Ptuj has one of the largest ANNUAL REPORT 2018 CHAIRMAN’S STATEMENT 19 market shares* in the Balkans and has sales, marketing and distribution facilities across seven countries. The acquisition will bolster MHP’s processing expertise and further strength- en middle management resources and marketing abilities. One of the key tenets of our M&A strategy is the presence of high-quality management teams at our acquired companies. The Group continued on its previously-stated long-term funding strategy with an additional bond issuance in April 2018 of US$ 550 million with an 8-year tenor at 6.95%, well below sovereign rates. The Company has maintained, and will continue to maintain, its net debt to EBITDA ratio below the bond covenants (3x) and the increased hard currency revenues from export sales have fur- ther increased the ability to more than fully service foreign-cur- rency denominated debt. DIVIDEND The Board has recommended an interim dividend of US$ 0.7474 per share, amounting to US$ 80 million (2017: US$ 0.7492 per share). The Board remains committed to a dividend that maintains a bal- ance between the need to invest in further development at the Company and the right of shareholders to share in the net profit of the Company. CORPORATE GOVERNANCE The Company recognises the importance of strong corporate gov- ernance in line with good international practice. It is conducting a programme to develop over time its already robust procedures. As part of this process and subsequent to the migration of the reg- istered office from Luxembourg to Cyprus, during 2018 the Compa- ny (with the support of its professional advisors) reviewed its own governance codes, related policies and terms of reference. STRATEGIC REPORT ANNUAL REPORT 2018 CHAIRMAN’S STATEMENT 20 Based on the review’s findings, the Board decided to adopt the UK Corporate Governance Code as the appropriate international governance benchmark. This decision was based on the Board’s opinion that the UK Code is viewed by the investment commu- nity as a strong international governance standard. Additionally, the Board views this standard as appropriate given the Compa- ny’s listing in London. MHP intends to pursue greater adoption of the UK Code’s principles and provisions and has prepared a gap analysis for investors and other interested stakeholders (see page 77 of this Report). OUR PEOPLE 2018 marked MHP’s 20th anniversary. Perhaps what marked this milestone most clearly was the enormous depth of loyalty shown by the more than 28,500 people who are employed by the Company (based both in Ukraine and abroad) demonstrating the results of years of the Company’s commitment to investing in employee development. We are proud to say that the com- mitment of our employees underpins the foundations on which MHP’s success has been built. Christakis Taoushanis was appointed to the Board as Non-Ex- ecutive Director in July 2018. Mr Taoushanis has over 30 years’ experience in banking in Europe and Asia (see Mr Taoushanis’ biography on page 84). Following a recommendation from the Audit Committee, and with the agreement of the Board, Christakis joined the Audit Committee as of 19 March 2019. Roger Wills was appointed to the Board as a Non-Executive Di- rector in December 2018. Mr Wills has senior finance and M&A experience, particularly in Russia and Eastern Europe with sig- nificant experience in this field within the poultry, meat and ag- riculture industries. Following recommendations from both the Audit and the Nominations and Remuneration Committees, and with the agreement of the Board, Roger joined both committees as of 19 March 2019 (see Mr Wills’ biography on page 85). These recent Board appointments bring with them significant and varied experience in M&A and, importantly, in the successful integration of acquisitions and change management. This depth of experience will be invaluable as we continue to implement our international growth strategy. During 2018 the Company continued to invest in its people and the communities around its operations and to undertake a num- ber of social projects and cooperation programmes with local universities and schools. William Richards stepped down from the Board in October 2018 for personal work-related reasons. I would like to thank Will for his contribution over the last year and to wish him well for the future. BOARD DEVELOPMENTS During the year, three new Non-Executive Directors were ap- pointed to the Board as part of a process the Company has un- dertaken to develop Board independence, knowledge and skills. Roberto Banfi was appointed to the Board as Non-Executive Di- rector in June 2018. Mr Banfi brings with him a wealth of experi- ence in the poultry industry, in particular in sales, marketing and distribution in the MENA and EU regions where he previously held a very senior position with BRF International (see Mr Banfi’s biography on page 83). As part of the continuing development programme for Board members, it was agreed that each Non-Executive Director would attend a series of relevant training sessions in the UK organised by organisations such as the Institute of Directors and the large accountancy firms. The aim of this training is to ensure that the Board is always fully conversant with the latest developments and best practice in matters including corporate governance, cor- porate responsibility, accounting standards and cyber security. STRATEGIC REPORT EMPLOYEES STAKEHOLDER ENGAGEMENT, LOCAL COMMUNITIES AND HUMAN RIGHTS The conduct of all MHP’s business activities is aligned with international human rights and best practice stakeholder en- gagement principles. The Company is supported in achieving these aims by its network of experienced advisors. During 2018, in partnership with both IFC World Bank and the EBRD, the Company was pleased to support the ap- pointment of independent consultants to review and devel- op its approach to this important aspect of its activities. The Board and the Company are keen to foster mutually bene- ficial cooperation with local communities and stakeholders. INNOVATION, RESEARCH AND DEVELOPMENT At MHP, we pride ourselves on being at the forefront of industry innovation. I note a few of the exciting Company developments in this area: • • • Centre of Innovation: Since 2018, the Company has been developing a Centre of Innovation that will lead to centres of excellence in meat science; health and nutrition; and innova- tive new products in value-added and shelf-stable products. Food traceability: Since 2018, the Company has been fo- cussing on blockchain traceability, which covers: animal welfare; commodity non-GMO compliance; and food safety issues across the whole integrated chain. Antibiotic-free poultry company: MHP aspires to be the first major poultry company globally to be antibiotic-free. Long-term strategy to be carbon neutral: MHP has also put in place a long-term strategy to become carbon neu- tral for every kilogram of poultry meat produced, another world first. Since 2018, the Company has been constructing its second and largest biogas facility (24 MW) at the Vinnyt- sia Poultry Complex, which will reach its full capacity in two years. This is another important step in the Company’s target of becoming carbon neutral in its production of poultry meat. • ANNUAL REPORT 2018 CHAIRMAN’S STATEMENT 21 MHP is committed to maintaining and continually seeking to improve its market-leading animal welfare and product quali- ty standards. Our unique, vertically-integrated business model facilitates complete control over every stage of the production process. This enables us to maintain strict biosecurity standards encompassing animal welfare, quality control and assurance, halal certification and food safety. LOOKING FORWARD 2019 is expected to be turbulent in relation to global markets and trade flows, making market predictions more challenging. Against this backdrop, MHP will continue to develop and deliver upon its long-term growth strategy. This is being achieved by two means: firstly, generating export growth, both organically, focussing on distribution and routes to market, and by target- ed acquisitions; secondly, by MHP’s domestic focus on higher value-added products. This gradual domestic shift to high- er-margin products will be driven by the strategic substitution of lower-margin frozen chicken in favour of higher-margin consum- er-driven meat product sales. MHP continues to be well-positioned to deliver further in- creases in both revenue and profit in 2019, driven by increas- ing production, mainly from the Poultry and Related Opera- tions segment, and by the recent acquisition of Perutnina Ptuj in the Balkans. Dr John Rich, Chairman 1 April 2019 STRATEGIC REPORT T N E M E T A T S ’ S O E C ANNUAL REPORT 2018 CEO’S STATEMENT 22 EXPORT GROWTH SUPPORTED BY DOMESTIC FOCUS ON HIGHER-MARGIN PRODUCTS During 2018 we enjoyed another year of firm progress in terms of capacity and sales growth, at the same time as continuing to focus on putting in place the foundations for further development. I’d like to highlight in particular the solid start to the construction of Phase 2 of the Vinnytsia poultry complex with additional volumes pro- duced and exported; the construction of the second biogas com- plex; and the establishment of the Centre of Innovation. In line with our strategy of further expansion and growth outside Ukraine, we completed the acquisition of a Slovenian poultry and meat-processing company in early 2019. We have also been suc- cessfully developing our international projects in Slovakia, the Netherlands, and GCC. MHP has continued to demonstrate itself to be a strong and prof- itable company underpinned by its vertically-integrated business model and driven by its low-cost leadership position, adherence to high standards, drive for innovation and intensive investment programme, strong management team and talented employees. STRATEGIC REPORT MARKETS AND ENVIRONMENT Our stakeholders will be aware that, particularly in recent years, the geopolitical and macroeconomic situations in Ukraine have been improving. In particular, Ukraine is experiencing annual GDP growth of around 2.5-3.0%, as well as enjoying the relative stability of its currency and the continued development and investment into a number of industries, especially that of agriculture. PERFORMANCE HIGHLIGHTS IN 2018 During the year, we consolidated our position as the leading in- dustrial producer of chicken meat in Ukraine. Total poultry sales increased by 11% year-on-year to around 593,000 tonnes, with sales in Ukraine remaining stable. We continued to execute upon our strategy of diversification of sales. Poultry exports increased by 30% year-on-year and the number of countries to which we export our poultry increased from 62 to over 80. Growing our international reach remains a strategic imperative for MHP and in 2018 we exported around 286,846 tonnes of poultry meat mainly to the EU, MENA and Africa. Poultry exports constituted around 48% of total poultry sales volumes (2017: 41%). Our financial results were in line with Management expecta- tions, with adjusted EBITDA of US$ 450 million (2017: US$ 459 million) and an adjusted EBITDA margin of 29% (2017: 36%). Ex- ports of poultry, oils and grains generated a further increase in hard currency revenues to US$ 924 million (2017: US$ 732 mil- lion), thereby growing the proportion of hard currency revenue from 57% to 59% of total Group revenue. BUSINESS REVIEW MHP made significant progress on several fronts during the year: • Efficient production growth. Our production facilities across all of our business segments continued to operate ANNUAL REPORT 2018 CEO’S STATEMENT 23 at full capacity. Production at our Poultry & Related Oper- ations segment increased by an additional 30,000 tonnes due to the launch of Phase 2 of the Vinnytsia poultry com- plex and brought us additional hard currency revenues. • Eurobond issue. In April 2018, MHP successfully complet- ed a Eurobond transaction involving the repurchase of US$ 416 million Eurobonds 2020 and issue of a new US$ 550 million 8-year Eurobond with a coupon of 6.95%. Our Grain Growing segment showed outstanding results both in terms of yields, with a record harvest of corn of 10.9 t/ ha in net weight, and in terms of adjusted EBITDA per ha (US$ 416 compared with US$ 267 in 2017), thereby demonstrating MHP’s leadership position within our peer group in Ukraine. Our Other Agricultural segment has continued to expand its range of value-added products to satisfy consumer de- mand and taste, showing positive results in sales. • Future growth: Ukraine and international expansion. In line with our strategy, we will continue to grow both domestical- ly in Ukraine and in export markets. The capacity increase at the Vinnytsia poultry complex is expected to be our main driver of growth over the next 3-5 years and will result in an increase in overall poultry production capacity to around 840,000 by 2022e (compared with 617,943 tonnes in 2018). The next major step in our expansion strategy is to suc- cessfully integrate and subsequently develop our recently acquired company in Slovenia, Perutnina Ptuj. Perutnina Ptuj’s current annual poultry production capacity consti- tutes around 80,000 tonnes and it sells this produce into 22 EU countries. This company will provide a platform for further development and opportunities in the EU with fur- ther capacity expansion planned over the next 3-5 years. We will also continue to monitor and explore potential M&A opportunities, in particular in Europe and MENA, and to develop export market opportunities worldwide from our cutting facilities in the EU and our sales & distribution office in UAE. • Our people and their development. It is important for me and for the Company that we work together and share our success with talented, innovative, strong, self-motivated, smart, experienced people, who strive to achieve new, dif- ferent and ambitious goals. We are committed to maximis- ing opportunities for the people working with us and we have in place a number of programmes to further this goal. Our “New Horizons” programme delivers remote training and also enabled us to update our assessment process. As we seek to recruit the best new people to the Company, we focus, amongst other things, on identifying those demon- strating drive and an entrepreneurial spirit and approach. Our search is helped significantly by our “MHP Start” proj- ect for university students. • Communication with stakeholders. MHP has an ongoing programme of cooperation with our main stakeholders – employees, partners (clients), local communities and in- vestors. Our employees are residents of the villages and cities where the Company operates meaning that we are in constant collaboration with local communities. We have been focussing our efforts on the principles of sustainable development and partnership, engaging local communities in joint projects. Working together, we are able to improve the quality of life within communities and regions, ensuring the sustainable development of both MHP and Ukraine. We produce quality products for our partners (clients) and in- vest in new equipment and new technology in compliance with international standards. STRATEGIC REPORT STRATEGY AND PRIORITIES FOR 2019 Our strategy can be found in the Management Report on page 96. However, I’d like to take the opportunity here to draw out a few tenets of that strategy and with that, to highlight some of our priorities for the year: • • • • to continue our focus on exports, cementing our position in existing territories and exploring and capitalising on new opportunities; to continue to investigate potential targeted acquisitions and joint ventures, both in Europe and the MENA regions; to maintain our investment in people and build on our reputation as a high-quality, responsible and transparent employer; and to promote the sustainable development of the business, with a particular focus on our environmental impact (in- cluding alternative energy projects), animal welfare and corporate responsibility. ANNUAL REPORT 2018 CEO’S STATEMENT 24 OUTLOOK In 2019, I expect MHP to continue to strengthen its position as a leading international agro-industrial company with good growth visibility in both domestic and international markets. I am confident that our strategy will continue to generate sus- tainable growth enabling us to deliver strong operational and financial performances in 2019 and beyond. Yuriy Kosyuk, CEO and founder of MHP 1 April 2019 INCREASING TOTAL POULTRY PRODUCTION LEVELS TO AROUND 840,000 TONNES PER YEAR BY 2022e BUSINESS REVIEW 26 29 37 40 44 47 49 52 71 Business Model Poultry and Related Operations Segment Grain Growing Segment Other Agricultural Segment Key Performance Indicators Financial Policies Financial Review Risk Management Corporate Responsibility S S E N I S U B L E D O M OUR VISION — TO BE A WORLD-LEADING PROTEIN AGRI-BUSINESS THROUGH STEADY FINANCIAL, ECONOMIC AND OPERATIONAL GROWTH AND CONTINUOUS BUSINESS EFFICIENCIES BUSINESS REVIEW OUR BUSINESS MODEL ANNUAL REPORT 2018 BUSINESS MODEL 27 HOW WE GENERATE REVENUE HOW WE CREATE VALUE OUR ASSETS POULTRY & RELATED OPERATIONS SEGMENT We produce and sell chicken meat (fresh and frozen); vegetable oils (sunflower and soybean); and mixed fodder GRAIN GROWING SEGMENT We grow crops for fodder production and for sale to third parties US$ 1,241 million revenue 617,943 tonnes of poultry produced US$ 181 million revenue 2,654,422 tonnes of crops produced OTHER AGRICULTURAL SEGMENT We produce and sell sausage and cooked meat; convenience foods; and produce from cattle and milk operations US$ 134 million revenue 51,547 tonnes of meat products produced SUSTAINED INVESTMENT IN CAPEX AND R&D Our sustained CAPEX and R&D programmes have enabled consistent production expansion, rigorous cost control, developed and main- tained product quality, and ensured high standards of product safety. OUR PEOPLE We have a highly skilled and knowledgeable workforce, an experienced management team and we are committed to continuously investing in training and development. MARKETPLACE We are always looking to expand into new markets for our products and now sell our products to over 80 countries. INNOVATION We look for dynamic and innovative ways of developing our production and agricultural processes to improve efficiency, drive down costs and reduce our environmental impacts. LONG-TERM CASH AND REVENUE GENERATION Our businesses have a consistent track record of revenue and cash generation providing a solid platform for value creation. VERTICALLY-INTEGRATED STRUCTURE Our structure differentiates us from our peers, and enables us to reduce our dependence on third-party suppliers and our exposure to raw material price volatility. It also ensures the maintenance of strict biosecurity standards throughout the production process. MODERN AND EFFICIENT PRODUCTION ASSETS Our investment has enabled us to employ modern production assets and the Company believes that its chicken farms are amongst the most efficient in the world. STRONG BRANDS Our brands have a high degree of domestic recognition with a reputation for quality, enabling products to be sold at premium prices. BUSINESS REVIEW ANNUAL REPORT 2018 BUSINESS MODEL 28 WHAT WE DO MHP’S GRAIN PRODUCTION SATISFIES ALL OF THE COMPANY’S CORN REQUIREMENTS. We control approximately 370,000 hectares of land in Ukraine (long-term lease) with a harvest of >2.5 million tonnes per annum. WE USE CRUSHING TECHNOLOGY FOR PRODUCING PROTEIN FROM SUNFLOWER SEEDS/SOYA EXTRACTION. The US$ exports of cakes, oils and granulated husk provide a natural hedge. ALL MHP’S QUALITY CONTROLLED FODDER IS GMO-FREE AND PRODUCED AT MHP’S THREE FODDER MILLS (2018: 1.66 MILLION TONNES). MHP has 1.6 million cubic metres of grain storage facilities. GRAIN GROWING SUNFLOWER AND SOYBEAN PROTEIN PRODUCTION FODDER PRODUCTION ALL THE MANURE AND HUSKS PRODUCED BY MHP’S ACTIVITIES ARE USED IN BIOGAS PRODUCTION. A 5 MW project is complete and a 24 MW project is under construction. The first stage of that project, a 12 MW plant, which will be launched in the middle of 2019, the work enabling enhanced environmantal management and control. The project demonstrates the Company’s commitment to reducing greenhouse gas emissions and robust environmental management. BIOGAS 40% OF POULTRY IS SOLD VIA BRANDED OUTLETS. Approx. 1,970 dedicated outlets. 100% OF DOMESTIC POULTRY DELIVERED TO CUSTOMERS WITHIN 24 HOURS. МНР has a fleet of around 400 vehicles and 11 distribution centres in Ukraine. PRODUCTION OF MEAT- PROCESSING PRODUCTS WITH GROWING MARKET SHARE OF VALUE-ADDED PRODUCTS. 100% OF POULTRY GROWN AND PROCESSED AT OWN FACILITIES. 3 vertically-integrated poultry complexes, from hatching to rearing and processing, managing 6.6 million heads per week. Compliance with EU Animal Welfare standards and production standards at all stages of the process. 100% SELF-SUFFICIENCY IN HATCHING EGGS. 2 breeding farms with around 459 million hatching eggs produced in 2018. RETAIL DISTRIBUTION MEAT-PROCESSING POULTRY PRODUCTION HATCHING EGGS BUSINESS REVIEW ANNUAL REPORT 2018 POULTRY AND RELATED OPERATIONS SEGMENT 29 D E T A L E R T N E M G E S D N A Y R T L U O P S N O I T A R E P O KYIV 617,943 TONNES OF POULTRY MEAT PRODUCED IN 2018 POULTRY FODDER COMPLEXES AND ELEVATORS • Vinnytsia Poultry Complex • Vinnytsia Fodder Complex • (greenfield, broiler) Myronivka Poultry Complex (greenfield, broiler) Oril Leader (broiler complex) • • Starynska Nova (breeding complex) Peremoga Nova (breeding complex) • (fodder plant, crushing plant, silo) • Myronivka Fodder Complex (fodder plant, crushing plant, silo) • Katerynopil Fodder Complex (fodder plant, crushing plant, extraction plant, silo) • 11 elevators BUSINESS REVIEW KEY OPERATIONAL DATA POULTRY Production volume, tonnes Sales volume, third party tonnes Export sales volume, third party tonnes Price per 1 kg net of VAT, UAH SUNFLOWER OIL 2018 617.943 593,527 286,846 39.86 ANNUAL REPORT 2018 POULTRY AND RELATED OPERATIONS SEGMENT 30 2017 % change 566.242 532,727 220,983 35.63 Sales volume, third party tonnes 315,079 311,393 SOYBEAN OIL Sales volume, third party tonnes 50,044 27,282 KEY FINANCIAL DATA in mln. US$, unless indicated otherwise REVENUE • • Poultry and other Vegetable oil IAS 41 STANDARD GAINS/(LOSSES) GROSS PROFIT Gross margin ADJUSTED EBITDA Adjusted EBITDA margin Adjusted EBITDA per 1 kg (net of IAS 41) 2018 1,241 973 268 (1) 301 24% 311 25% 0.53 2017 1,051 795 256 29 311 30% 367 35% 0.64 9% 11% 30% 12% 1% 83% % change 18% 22% 5% -103% -3% -6 pps* -15% -10 pps -17% * pps — percentage points BUSINESS REVIEW PHASE 2 OF THE VINNYTSIA POULTRY COMPLEX NOW IN OPERATION PRODUCTION MHP is a long-term growth story with export growth supported by a domestic focus on higher-margin products (e.g. boneless chicken thigh meat). Chicken meat is produced at MHP’s Ukraine-based facilities in four principal stages: production of hatching eggs; hatching; grow-out; and processing. MHP’s chicken production facilities include three principal chicken broiler complexes, two breeding farms and three fodder complexes. MHP continues to invest in Ukraine. In Q2 2018, MHP launched the Phase 2 production sites at the Vinnytsia Poultry Complex (“the Complex”) including three rearing sites (brigades) and a slaughterhouse. Utilisation of this new capacity has been in- creasing gradually during H2 2018. Other poultry production facilities continued to operate at full capacity during the period. In 2018, MHP’s chicken farms produced 617,943 tonnes of chick- en meat (2017: 566,242 tonnes), 9% higher volumes year-on- year due to the rearing of chickens of a greater average weight, decreased levels of thinning and the launch of new rearing sites at Phase 2 of the Complex. Over 87% of MHP’s poultry was produced at the Company’s green- field facilities — the Vinnytsia and Myronivka poultry complexes. ANNUAL REPORT 2018 POULTRY AND RELATED OPERATIONS SEGMENT 31 The fodder complexes include three sunflower crushing plants, one soybean extraction plant, and storage facilities for 1,590 mil- lion m3 tonnes of grain. Approximately 694,395 tonnes of grain can be stored in plastic bags. MHP produces an extensive range of chicken products, primarily chilled and some frozen. These products have industry-leading hygiene and safety records and there have been no material incidents of this type in recent years. MHP is constantly looking to enhance its product quality and has a long-term aim to be an industry leader in the reduction of saturated fat levels in its poultry products. POULTRY SALES AND PRICES MHP’s competitive strengths include its leading market position and high brand recognition domestically with poultry products sold at premium prices. Sales of chilled chicken products are made direct to retailers (including supermarkets), branded part- nership networks, food service customers (hotel, restaurant and cafeteria operators, or “HoReCa”) and producers of processed meat products. Substantially all of MHP’s chilled chicken prod- ucts are sold under the “Nasha Riaba” brand. 11 Ukrainian dis- tribution centres ensure the efficient delivery of fresh poultry products to customers. 87%OF MHP’S POULTRY WAS PRODUCED AT THE COMPANY’S GREENFIELD FACILITIES BUSINESS REVIEW 30%INCREASE YEAR-ON-YEAR IN POULTRY EXPORT SALES IN 2018 ANNUAL REPORT 2018 POULTRY AND RELATED OPERATIONS SEGMENT 32 In 2018, MHP sold 52% of its poultry products in Ukraine and 48% for export. Total poultry sales in 2018 increased by 11% to 593,527 tonnes (2017: 532,727 tonnes) driven predominantly by the export growth strategy. POULTRY EXPORTS MHP’s strategy for export operations focusses on the diversifi- cation of sales and on market targeting – delivering the right products to the right markets. MHP’s domestic sales growth is in line with the broader local mar- ket. Annual poultry sales in the domestic market (both fresh and frozen) remained relatively stable year-on-year and this steady domestic poultry market provides good earnings visibility. The average chicken meat price increased 12% year-on-year to UAH 39.86 per kg excluding VAT. This year-on-year price increase was mainly driven by export price growth as a result of product mix optimisation undertaken by the Company in line with its export strategy, as well as an increase in fresh poultry prices in Ukraine. In US$ terms, average MHP poultry prices in 12M 2018 increased by 9% year-on-year. During the last four years, the Company has significantly grown its export of frozen and fresh chicken products primarily to the GCC, the EU, Africa and Asia. In 2018, poultry exports increased by 30% to 286,846 tonnes (2017: 220,983 tonnes). This was driven by significant exports in H2 2018, mainly to Saudi Arabia, Slovakia, Iraq and the Netherlands. Out of total poultry sales volumes, poultry exports constituted around 48% in 2018 (2017: 41%), with exports to 82 countries in 2018 (2017: 63 countries). DOMESTIC AND EXPORT POULTRY SALES SHARE POULTRY: TOTAL AND EXPORT SALES VOLUMES (‘000 TONNES) 48% Export 52% Domestic 41% Export 59% Domestic 2018 POULTRY SALES BY MARKETS 2017 POULTRY SALES BY MARKETS 600 500 400 300 200 100 0 594 533 287 221 2018 2017 Poultry Total Sales Export BUSINESS REVIEW ANNUAL REPORT 2018 POULTRY AND RELATED OPERATIONS SEGMENT 33 T R O P X E S T E K R A M Y R T L U O P IN 2018 MHP’S STRATEGY OF DIVERSIFICATION AND MARKET TARGETING DROVE A 30% YEAR-ON-YEAR INCREASE IN POULTRY EXPORT VOLUMES EXPORT VOLUMES (TONNES) OF CHICKEN MEAT BY REGION IN 2018 286,846 tonnes of chicken meat exports 82 export countries 4 international offices* 35% EU 34% Middle East and Northern Africa 15% CIS 11% Africa 5% Other (including Asia) *Slovakia, the Netherlands, UAE and Slovenia (since February 2019) BUSINESS REVIEW ANNUAL REPORT 2018 POULTRY AND RELATED OPERATIONS SEGMENT 34 FUTURE GROWTH MHP is progressing with the construction and launch of production sites at the Vinnytsia poultry complex in line with the Company’s investment plan. When finished, this second phase of Vinnytsia will comprise two lines delivering an annual chicken meat capaci- ty of 260,000 tonnes and increasing MHP’s overall annual poultry production capacity to an expected 840,000 tonnes by 2022e. MHP has been constructing the first phase of its alternative ener- gy biogas plant during 2018 with a launch expected in the mid- dle of 2019. This first phase has an annual capacity of 12 MW per annum: the plant is expected to reach an annual capacity of 24 MW within two years, two phases. This biogas plant is core to the Vinnytsia project. PRODUCTION INCREASE SCHEDULE (‘000 TONNES) 1000 750 500 250 0 * 840THOUSAND TONNES POULTRY PRODUCTION CAPACITY BY 2022e CAGR (2018–2022e): 10% Vinnytsia (Phase 2) 260,000 tonnes CAPEX US$ 420 million 707 120 750 40 130 618 30 810 100 130 840 130 130 259 270 270 270 270 CAGR (2013–2016): 8% Vinnytsia (Phase 1) 260,000 tonnes CAPEX US$ 750 million Myronivka Complex – 220,000 tonnes CAPEX US$ 550 million 566 259 453 100 353 220 220 133 133 173 40 133 133 2005 2007 2010 229 251 235 235 235 235 133 2013 80 2017 78 2018 75 75 75 75 2019E 2020E 2021E 2022E Existing Capacity Myronivka Vinnytsia, Phase #1 Vinnytsia, Phase #2 (Line 1) Vinnytsia, Phase #2 (Line 2) Total BUSINESS REVIEW S D N A R B Y R T L U O P ANNUAL REPORT 2018 POULTRY AND RELATED OPERATIONS SEGMENT 35 NASHA RIABA QUALIKO АSSILAH AL HASSANAT Ukraine Chilled Whole, parts MHP ownership Export (all destinations) Chilled, frozen Whole, parts MHP ownership Export (except the EU and Asia) Frozen Whole, parts Export (Iraq) Frozen Whole, parts MHP’s ownership Partner ownership UKRAINIAN CHICKEN UKRAINIAN CHICKEN SULTANAH BIBILO Ukraine Frozen Whole, parts MHP ownership Export (except the EU and Asia) Frozen Whole, parts MHP ownership Export (except the EU) Export (Georgia) Frozen Whole, parts MHP ownership Frozen Whole Partner ownership BUSINESS REVIEW 1,661 MILLION TONNES OF MIXED FODDER PRODUCTION IN 2018 FODDER PRODUCTION The fodder conversion rate at a chicken farm depends largely on the quality and composition of the meal. MHP produces its own mixed fodder at three mills using agricultural commodities including corn, sunflower and soybean. These mills support the Poultry and Related Operations segment with an aggregate an- nual mixed fodder production in 2018 of approximately 1,661 mil- lion tonnes (2017: 1,525 million tonnes). The key operational processes at the fodder mills include pur- chasing ingredients (mainly from MHP’s grain growing enterpris- es), weighing and conducting laboratory analysis of ingredients, manufacturing, including laboratory analysis of fodder, and de- livery to MHP’s breeding and chicken farms. A wide variety of fodder types are produced with various vitamin and protein con- tents meeting the age requirements and covering the needs of chickens at the breeding and chicken farms. All fodder produced by MHP is granulated and ingredients are thoroughly mixed so that the components are dispersed throughout the meal. A pro- portion of granulated fodder is crushed so that it can be fed to younger chickens. To ensure freshness and quality, MHP trans- ports the meal to its chicken and breeder farms on its own trucks. MHP is fully self-sufficient in corn for fodder production. Since the launch of the soybean oil extraction plant at the Katerynopil complex, 40% of the soybean protein requirements come from MHP’s own harvest. The use of contemporary crushing technol- ogy to extract a substantial amount of sunflower protein meal means that 22% of the Company’s sunflower seed requirement now comes from the Company’s own crops. ANNUAL REPORT 2018 POULTRY AND RELATED OPERATIONS SEGMENT 36 SALES OF VEGETABLE OIL Vegetable oil is a by-product of fodder production, specifically sunflower and soybean oil. MHP views vegetable oil exports as one of the “natural hedge” routes to accumulating hard currency revenues, protecting the Company from local currency volatility. MHP’s sales of sunflower oil in 2018 remained stable and consti- tuted 315,079 tonnes (2017: 311,393 tonnes) as a result of chang- es in delivery terms and increased stocks of sunflower oil, which will be sold in Q1 2019. Sales of soybean oil increased substan- tially by 83% to 50,044 tonnes in 2018 from a low base in 2017 (2017: 27,282 tonnes) partly as a result of pushing a contract for approx. 6,000 tonnes of oil from Q4 2017 into January 2018. MHP also sells soybean cake to third parties. In 2018, all MHP’s vegetable oils were sold through international traders to export markets, generating total revenues of US$ 274 million (2017: US$ 256 million). In addition to oil production, which is a by-product, the boiler houses at our fodder plants burn sunflower husks to make steam used in the production of mixed fodder. This not only reduces the Company’s requirements for natural gas but also its overall pro- duction costs. In addition, husks are recycled as bedding at its chicken production facilities, once again enabling MHP to reduce its production costs and improve the biosecurity of its operations. SALES OF SOYBEAN OIL INCREASED YEAR-ON-YEAR BY 83% BUSINESS REVIEW ANNUAL REPORT 2018 GRAIN GROWING SEGMENT 37 T N E M G E S I G N W O R G N A R G I KYIV 2,654,422 TONNES OF CROPS GATHERED IN 2018 MHP’S LARGEST GRAIN GROWING SITES (BY AREA) Zernoproduct • • Urozhay • Zakhid-Agro • Urozhayna Kraina • Ridny Kray • Perspective • Agro-S • Agrokryazh 362,820 HECTARES OF LAND HARVESTED IN 2018 BUSINESS REVIEW ANNUAL REPORT 2018 GRAIN GROWING SEGMENT 38 % OF CROPPED AREA: KEY FINANCIAL DATA 12% other 10% soybean 11% rapeseed 20% sunflower 34% corn 13% wheat MHP’s yields are consistently amongst the high- est in Ukraine and are higher than Ukraine’s aver- age (source: MHP, Agroperspectiva). 2018 2017 MHP’s average* Ukraine’s average** MHP’s average* Ukraine’s average** Corn Wheat Sunflower Rapeseed Soya 10.9 6.1 3.2 3.3 3.0 7.8 3.7 2.3 2.7 2.6 7.3 6.0 3.0 3.3 2.1 4.9 4.2 2.1 2.9 1.9 * Tonnes per hectare ** MHP yields are net weight, Ukraine – bunker weight in mln. US$ unless indicated otherwise REVENUE IAS 41 standard gains/(losses) GROSS PROFIT ADJUSTED EBITDA Adjusted EBITDA per hectare 2018 181 33 108 151 416 2017 117 (12) 66 95 267 % change 55% +375% 64% 59% 56% GRAIN GROWING FACILITIES As at 31 December 2018, MHP leased approximately 370,000 hectares of land at its eight principal grain growing facilities. These facilities cultivate corn, sunflower and soybean to sup- port the Company’s Poultry and Related Operations segment. Increasingly other grains, such as wheat and rapeseed, are grown for sale to third parties. In 2018, the Company’s grain growing operations harvest- ed around 362,820 hectares of land and gathered 2,654,422 tonnes of crops, which is around 33% higher than in 2017 mainly due to a strong harvest of corn of  10.9 tonnes per hectare, a record for MHP. As at the beginning of 2019, MHP has around 94,000 hectares under winter crops, of which around 50% is sown with winter wheat and 41% with winter rapeseed. All winter crops are in good condition. HARVEST CAMPAIGN RESULTS Corn Wheat Sunflower Rapeseed Soya Other* TOTAL: Production, tonnes 2018 Cropped hectares 2018 Production, tonnes 2017 Cropped hectares 2017 1,344,547 295,640 235,245 125,346 114,322 539,322 2,654,422 123,398 48,379 72,981 38,541 37,558 41,963 362,820 893,149 293,765 205,079 104,782 82,793 419,527 1,999,095 121,908 48,676 68,931 31,968 39,684 44,913 356,080 * Including barley, rye, sugar beet, sorghum and other crops and excluding land left fallow as part of crop rotation. ANNUAL REPORT 2018 GRAIN GROWING SEGMENT 39 BUSINESS REVIEW EXPORT SALES OF CROPS FROM THE TOTAL HARVEST IN 2018 WAS 18% Most of the corn, wheat, soybean and sunflower produced by MHP are used at the Company’s own fodder production facilities in or- der to produce feed for chicken. The excess corn and wheat as well as rapeseed and other crops is sold to domestic and interna- tional traders. Export sales of crops from the total harvest in 2018 was 18% (2017: 21%). Sales of grains (after eliminating intersegment sales) accounted for approximately 11% of MHP’s revenues in US dollar terms in 2018 (2017: 9%) with adjusted EBITDA per ha of US$ 416 (2017: US$ 267). MHP uses chicken litter to meet part of its needs for the fertiliser used in grain production (both directly from rearing sites and from the biogas complex). MHP operates a crop rotation scheme to increase productivity and achieve long-term operational efficiency. Each field is cultivated with different crops on a fixed rotation plan which ends with a fal- low period to allow the soil to recover. The crop rotation scheme ensures that land is cropped without exhausting the soil and the use of chemical fertilisers and pesticides is minimised. MHP’s integrated business model, crop rotation and its application of chicken litter for energy production and fertiliser significantly re- duces the greenhouse gas emissions associated with its products. In line with MHP’s strategy, the Company plans to increase its land bank to 500,000 hectares of land in the medium term. BUSINESS REVIEW ANNUAL REPORT 2018 OTHER AGRICULTURAL SEGMENT 40 T N E M G E S L A R U T L U C I R G A R E H T O KYIV 51,547 TONNES OF MEAT-PROCESSING PRODUCTS AND CONVENIENCE FOOD PRODUCED IN 2018 MEAT-PROCESSING OPERATIONS • Ukrainian Bacon • Myronivsky Meat Processing Plant Lehko (MMPP) BUSINESS REVIEW ANNUAL REPORT 2018 OTHER AGRICULTURAL SEGMENT 41 KEY FINANCIAL DATA in mln. US$, except margin data REVENUE - Meat processing - Other* IAS 41 STANDARD GAINS GROSS PROFIT Gross margin ADJUSTED EBITDA Adjusted EBITDA margin 2018 134 103 31 0 11 8% 16 12% 2017 120 67 53 4 19 16% 19 16% % change 12% 54% -42% -100% -42% -8 pps -16% -4 pps * Includes convenience food products, milk, cattle, goose meat, foie gras and feed grains. The Other Agricultural Segment mainly comprises meat-process- ing operations which have seen substantial increases in the pace of growth and capacity utilisation over the last two to three years. MHP’s two meat-processing facilities are the largest and most technologically advanced in Ukraine: Ukrainian Bacon is the Com- pany’s meat-processing plant; and Myronivsky Meat-Processing Plant Lehko (“MMPP”) is the convenience food plant. According to SSCU*, MHP is the leader in a highly-fragmented meat-process- ing market, accounting for approximately 15% of all sausage and cooked meats produced in Ukraine in 2018. 15%OF ALL SAUSAGE AND COOKED MEATS PRODUCED IN UKRAINE IN 2018 ** State Statistics Committee of Ukraine *** Stock Keeping Units SAUSAGES AND COOKED MEATS Ukrainian Bacon is an integrated production facility for meat products located in the Donetsk region. The Company produc- es and sells to the domestic market various types of chicken, pork and beef sausages, including frankfurters, smoked and semi-smoked sausages, ham and other cooked meat products. Processed meat products are only sold in Ukraine under the following brands: “Bashchinsky” (around 90%); “Europroduct” (around 5%); and “Sytni” (around 4%); and other brands (around 1%). There are currently 236 SKUs** in the range including sau- sages, frankfurters, meat balls and shish kebabs. Sales volumes of processed meat products in 2018 remained stable and constituted 33,975 tonnes. Average sausage and cooked meat prices increased by 20% year-on-year to UAH 62.22 per kg excluding VAT. Meat-processing products Sales volume, tonnes Price per kg excluding VAT (UAH) 2018 33,975 62.22 2017 33,823 51.97 % change 0% 20% BUSINESS REVIEW S D N A R B T A E M ANNUAL REPORT 2018 OTHER AGRICULTURAL SEGMENT 42 BASHCHINSKY Ukraine Sausages, convenience food (chilled), smoked chicken LEHKO! Ukraine NON-BRANDED Ukraine Convenience food (frozen) Convenience food (frozen), bulk SYTNI Ukraine QUALIKO Export Convenience food (frozen) Convenience food (frozen), raw marinated chicken (frozen) BUSINESS REVIEW CONVENIENCE FOOD PRODUCTS MHP is one of the leading Ukrainian industrial producers of chicken, pork and beef convenience food products which are mainly sold under the “Sytni” brand. More than 50% of the Com- pany’s meat requirements are sourced from internally produced chicken meat and around 11% of total convenience food products was exported. ANNUAL REPORT 2018 OTHER AGRICULTURAL SEGMENT 43 In 2018, convenience food sales volumes increased by 26% to 17,997 tonnes with a year-on-year price increase of 7% to UAH 42.53 per kg excluding VAT. Convenience food Sales volume, tonnes Price per kg excluding VAT (UAH) 2018 17,997 42.53 2017 14,240 39.68 % change 26% 7% IN 2018, CONVENIENCE FOOD SALES VOLUMES INCREASED YEAR-ON-YEAR BY The MMPP facility produces a wide assortment of products at affordable prices which are available in supermarkets and at “Nasha Riaba” branded franchise outlets. The “Lehko!” range consists of a variety of convenience food products ranging from raw (marinated) to pre-cooked. There are currently 168 SKUs in the convenience food range including the “Sytni” brand, the “Baschinsky” brand (chilled cooked products), the “Leh- ko!” brand (chicken nuggets, “Chicken Kiev”) and raw salted non-branded products for exports. MHP supplies “Yum! Brands” with poultry products for its Kentucky Fried Chicken (“KFC”) res- taurants in Ukraine. All MHP’s poultry meat for KFC is processed at the Lehko plant. E C N A M R O F R E P S R O T A C I D N I Y E K WE MONITOR PROGRESS AGAINST THE DELIVERY OF OUR STRATEGIC GOALS USING SEVERAL FINANCIAL KEY PERFORMANCE INDICATORS (“KPIs”). Each KPI provides a way of measuring elements of our strate- gy. Our strategy focusses upon the medium to long term and therefore we consider how we have performed over a number of years, showing the KPIs for the last five years. BUSINESS REVIEW ANNUAL REPORT 2018 KEY PERFORMANCE INDICATORS 45 REVENUE, US$m EXPORT REVENUE, US$m ADJUSTED EBITDA, US$m 1,556 1,379 1,288 1,135 1,062 1600 1400 1200 1000 800 600 400 200 0 1000 800 600 400 200 0 924 59% 57% 732 56% 635 49% 524 580 42% 70% 60% 50% 40% 30% 20% 10% 0 600 500 400 300 200 100 0 518 436 415 459 450 2014 2015 2016 2017 2018 2014 2015 2016 2017 2018 2014 2015 2016 2017 2018 As reported. Revenue to destinations outside Ukraine, received in US$ and EUR. US$m (LHS) % of total revenue (RHS) HOW WE CALCULATE IT To ensure we are successful in growing the business. WHY WE MEASURE IT To ensure we are delivering on our strategy of international expansion and in turn leading to additional hard currency revenue. Export revenue provides MHP with a natural hedge against local currency volatility. 2018 PROGRESS Adjusted EBITDA is defined as profit before tax, net finance costs, depreciation and amortisation, net after-tax exceptional and non- recurring items, net foreign exchange loss, and net other expenses. To track the underlying performance of the business. Revenue was up 21% y/y driven by an increase in production of poultry meat, grains, vegetable oils and convenience food. Export revenue was up 26% y/y driven by an increase in exports of poultry meat, grains and vegetable oils. MHP now exports poultry meat to over 80 countries (2017: 63 countries). Adjusted EBITDA was down 2% y/y mainly due to the cancellation of VAT subsidies in Ukraine. Execution of our diversified sales strategy – both for exports and domestically. Export growth through sales diversification and market targeting. Production efficiency and focus on consumer innovation. KPI unchanged y/y. CHANGE TO KPI KPI unchanged y/y. KPI unchanged y/y. LINK TO STRATEGY BUSINESS REVIEW T N E M G E S S R O T A C I D N Y B I E C N A M R O F R E P Y E K THE COMPANY IS BASED ON A VERTICALLY-INTEGRATED BUSINESS MODEL, WHICH IS THE KEY TO STRONG PROFITABILITY. ANNUAL REPORT 2018 KEY PERFORMANCE INDICATORS 46 CONSOLIDATED 2018 ADJUSTED EBITDA MARGIN 29% POULTRY & RELATED OPERATIONS SEGMENT GRAIN GROWING SEGMENT 0.87 489 520 0.66 573 566 0.64 0.49 700 600 500 400 300 200 100 0 1 618 0.53 0.5 0 3000 2500 2000 1500 1000 500 0 423 2,371 2,655 416 2,027 294 1,892 276 1,999 267 450 400 350 300 250 200 150 100 50 0 2014* 2015* 2016* 2017* 2018 2014 2015 2016 2017 2018 Production of poultry, thousand tonnes (LHS) EBITDA per kg, US$ (Net of IAS 41) (RHS) Production of grains, thousand tonnes (LHS) EBITDA per ha, US$ (RHS) * since 2014, adjusted without Crimea assets BUSINESS REVIEW ANNUAL REPORT 2018 FINANCIAL POLICIES 47 A CONSOLIDATED AND AT A SEGMENT LEVEL. PERFORMANCE UNDER IFRS, INCLUDING EARNINGS BEFORE INTEREST, TAXATION, DEPRECIATION AND AMORTISATION (“EBITDA”) AND LAST TWELVE MONTHS’ EBITDA (“LTM EBITDA”) BOTH AT S MHP HAS INCLUDED CERTAIN MEASURES IN THIS REPORT THAT ARE NOT MEASURES OF E I C I L O P The Group’s Segment measure in the consolidated financial statements is defined as “Segment result” and represents oper- ating profit by Segment before unallocated corporate expense, being the Segment measure reported to the chief operating decision maker for the purposes of resource allocation and as- sessment of Segment performance. Within the Management Re- port, the reported Segment result is adjusted for the amount of depreciation and amortisation per Segment in order to present “Segment Adjusted EBITDA” to external users, which MHP feels is a more commonly-used external metric familiar to investors. Additionally, the Directors believe these measures are frequent- ly used by investors, analysts and other interested parties to evaluate the efficiency of the Group’s operations and its ability to employ its earnings for the repayment of debt, capital expen- diture and working capital requirements. Adjusted EBITDA, LTM Adjusted EBITDA and Segment Adjust- ed EBITDA are presented in this Report because the Directors consider them to be important supplemental measures of the Group’s financial performance. L A I C N A N I F We define Adjusted EBITDA as profit for the year before income tax expense, finance costs, finance income, depreciation and amortisation expense, net after-tax exceptional and non-recur- ring items, net foreign exchange loss, and net other expenses. Depreciation and amortisation expense are components of both cost of sales and selling, general and administrative expenses in the consolidated financial statements. LTM Adjusted EBIDTA is defined as Adjusted EBITDA for the pri- or 12 consecutive months ending on such date of measurement; LTM Adjusted EBITDA for the year ended 31 December equals Adjusted EBITDA. Adjusted EBITDA is derived by adjusting EBIT- DA (as defined above) for losses/gains on impairment/reversal of impairment of property, plant and equipment, net, losses on dis- posals of subsidiaries, other expenses, net and foreign exchange (loss)/gain, net. The Group believes that this measure is more useful in evaluating the financial performance of the Company and its subsidiaries than traditional EBITDA due to the exclusion items that management considers not to be representative of the underlying operations of the Group. Net debt is defined as bank borrowings, bonds issued and fi- nance lease obligations less cash and cash equivalents. The Group believes that net debt is commonly used by securities analysts, investors and other interested parties in the evalua- tion of a company’s leverage. Adjusted EBITDA, LTM Adjusted EBITDA and Segment Adjusted EBITDA are measures of MHP’s operating performance that are not required by, or presented in accordance with IFRS. Adjusted EBITDA, LTM Adjusted EBITDA and Segment Adjusted EBITDA are not measurements of MHP’s operating performance under IFRS and should not be consid- ered as an alternative to profit for the year, operating profit, Segment result or any other performance measures derived in accordance with IFRS or as an alternative to cash flow from op- erating activities or as a measure of MHP’s liquidity. Such measures presented in this Annual Report may not be com- parable to similarly titled measures of performance presented by other companies, and should not be considered as substi- tutes for the information contained in the consolidated financial statements. BUSINESS REVIEW ANNUAL REPORT 2018 FINANCIAL POLICIES 48 RECONCILIATION OF ADJUSTED EBITDA RECONCILIATION OF NET DEBT Year ended 31 December 2018 Year ended 31 December 2017 128,104 230,255 US$ thousand Profit for the year from continuing operations Income taxes 50,527 (17,118) Finance costs 138,019 108,399 Finance income (4,457) 134,953 Depreciation and amortisation expense (3,472) 93,225 EBITDA 447,146 411,289 Сalculation of net debt was aligned with definitions used for the purpose of assessment of compliance with debt covenants provided in the respective loan agreements. Thus, the accrued interest which has been included previously as part of the carry- ing amount of bank borrowings, bonds issued and finance lease obligations has been excluded from the amount of total debt. As of 31 December 2018 and 2017 the leverage ratio was as fol- lows: US$ thousand Bank borrowings Bonds issued Finance lease obligations Total debt Less: Cash and cash equivalents Net debt Year ended 31 December 2018 Year ended 31 December 2017 238,498 1,090,935 13,442 1,342,875 (211,768) 1,131,107 175,734 970,088 11,450 1,157,272 (125,554) 1,031,718 Adjustments: Loss on impairment/ reversal of impairment of property, plant and equipment, net Other expenses, net Foreign exchange loss/(gain), net Adjusted EBITDA 3,803 3,607 Segment results represent operating profit, as adjusted for un- allocated corporate expenses, which is reconciled to Segment Adjusted EBITDA before unallocated expenses by adding back Segment depreciation as illustrated in the following tables: 10,568 8,077 (11,638) 35,615 449,879 458,588 SEGMENT PERFORMANCE Year ended 31 December 2018 US$ million External sales Sales between business segments Total revenue Segment results Add back Depreciation and amortisation Segment Adjusted EBITDA before unallocated expenses Poultry Segment Grain Growing Segment Other Agricultural Segment Eliminations Consolidated 1,241 50 1,291 229 82 311 181 244 425 106 45 151 134 1 135 8 8 16 – (295) (295) - 1,556 – 1,556 344 134 478 BUSINESS REVIEW ANNUAL REPORT 2018 FINANCIAL REVIEW 49 Operations • W HOW THE COMPANY PERFORMED IN 2018 E I V E R Poultry production reached 617,943 tonnes, up 9% (12M 2017: 566,242 tonnes). The average price of chicken meat increased by 12% year- on-year to UAH 39.86 per kg excluding VAT (12M 2017: UAH 35.63 per kg) (excluding VAT). Chicken meat exports increased by 30% to 286,846 tonnes (12M 2017: 220,983 tonnes), mainly as a result of increased sales to countries in MENA and the EU. • • L A I C N A N I F in million US$ unless indicated otherwise Revenue IAS 41 standard gains/(losses) Gross profit Gross profit margin Adjusted operating profit** Adjusted operating profit margin Adjusted EBITDA Adjusted EBITDA margin Net profit before foreign exchange difference * pps – percentage points Net profit margin before foreign exhange gain/(loss) ** Adjusted operating profit from continuing operations before loss on impairment of property, plant and equipment ***Average official FX rate: UAH/US$ 27.2016 in 2018 and UAH/US$ 26.5947 in 2017 Foreign exchange gain/(loss)*** Net profit / (loss) Net profit margin Financials • Revenue of US$ 1,556 million, increased by 21% year-on- year (12M 2017: US$ 1,288 million). Export revenue amounted to US$ 924 million, 59% of total revenue (12M 2017: US$ 732 million, 57% of total revenue). Adjusted EBITDA margin decreased to 29% from 36%; adjusted EBITDA decreased to US$ 450 million from US$ 459 million. • • • Net profit for the period is US$ 128 million (2017: US$ 230 million profit). 2018 1,556 32 420 27% 315 20% 450 29% 116 7% 12 128 8% 2017 1,288 21 396 31% 365 28% 459 36% 266 21% (36) 230 18% % change* 21% 52% 6% -4 pps -14% -8 pps -2% -7 pps -56% -14 pps 133% -44% -10 pps BUSINESS REVIEW ANNUAL REPORT 2018 FINANCIAL REVIEW 50 US$ 35,371 THOUSAND GOVERNMENT GRANTS RECEIVED BY THE GROUP IN 2018 to purchase agricultural machinery produced in Ukraine. On 7 February 2018, the Cabinet of Ministers of Ukraine approved the procedure to obtain livestock sector state support. During the year ended 31 December 2018, the Group received gov- ernment grants in accordance with the compensation programme for the construction and reconstruction of livestock farms of UAH 960,666 thousand (US$ 34,371 thousand). Government grants are presented in the statement of the financial position as deferred revenues, which is recognised in profit or loss on a systematic ba- sis over the useful life of the related assets. Also, during the year ended 31 December 2018 the Group received UAH 27,940 (US$ 1,000 thousand) thousand for rearing cattle. This amount was rec- ognised in the consolidated statement of profit or loss and other comprehensive income in full. Government grant income On 30 December 2016, the President of Ukraine signed the Law No. 1791 “On Amendments to the Tax Code of Ukraine Regarding the Balancing of Budget Revenues in 2017” (the “Law No. 1791”). The Law No. 1791 introduced changes to VAT administration for agricultural companies which previously enjoyed a special VAT regime. In order to continue state support for agricultural com- panies, the Law No. 1791 introduced budget subsidies for agri- cultural companies. From 2017 onwards, budget subsidies will be provided for five consecutive years until 1 January 2022. The agricultural producers eligible for the subsidies include those involved in poultry production and animal farming, as well as fruit and vegetable farmers. For each agricultural producer, the amount of the direct subsidy is not to exceed the amount of VAT tax paid by the producers, and is distributed on a monthly basis. As of the date of the authorisation of these consolidated finan- cial statements, the Government has not allocated the specific amount for the state subsidies for qualifying agricultural com- panies in 2018. Therefore, during the year ended 31 December 2018 the Group was not able to receive respective state subsi- dies from the budget and has not recognised any such subsidies in the consolidated financial statements accordingly. In 2017, US$ 52,605 thousand of subsidies were recognised. However, the Ukrainian Government continues to support do- mestic agri producers and attract investments into the agricultur- al sector. According to the Law “On the State Budget for 2018”, UAH 6,311 million allocated to support the agricultural sector in 2018 via a compensation programme, including UAH 4,000 mil- lion to support the livestock sector and up to UAH 1,000 million BUSINESS REVIEW ANNUAL REPORT 2018 FINANCIAL REVIEW 51 59% OF 2018 GROUP REVENUE WAS DENOMINATED IN FOREIGN CURRENCIES (PRIMARILY US DOLLARS) Currency risk During the year ended 31 December 2018, the Ukrainian Hryvnia appreciated against the EUR and the US$ by 5.62% and 1.37% respectively (2017: depreciated against the EUR by 15.14% and 3.12% against the US$). As a result, during the year ended 31 De- cember 2018 the Group recognised net foreign exchange gain of US$ 11,638 thousand (2017: foreign exchange loss of US$ 35,615 thousand) in the consolidated statement of profit or loss and other comprehensive income. During the year ended 31 December 2018, US$ 328 thousand (2017: US$ 336 thousand) net foreign exchange gain resulting from the difference in National Bank of Ukraine and Ukrainian interbank currency market exchange rates was included in Other operating expenses, net. Currency risk is mitigated by the existence of US$-denominated proceeds from sales of sunflower oil, grain and chicken meat, which are sufficient for servicing the Group’s foreign currency denominated liabilities and were as follows during the years, ended 31 December 2018 and 2017: THE GROUP’S EXPORT SALES TO EXTERNAL CUSTOMERS BY MAJOR PRODUCT TYPES IN 2018 AND 2017 US$ thousand Chicken meat and related products Vegetable oil and related products Grain Other agricultural products 2018 471,177 274,313 156,511 21,703 923,704 2017 334,385 259,054 108,815 30,012 732,266 The functional currency for the Ukrainian companies of the Group is the Ukrainian Hryvnia (UAH). However, for the conve- nience of stakeholders, MHP presents its financial statements in US dollars (US$), using quarterly average and historical ex- change rates. RELEVANT EXCHANGE RATES Currency UAH/US$ UAH/EUR Closing rate as at 31 December 2018 27.6883 31.7141 Average for 2018 27.2016 32.1341 Closing rate as at 31 December 2017 28.0672 33.4954 Average for 2017 26.5947 30.0128 BUSINESS REVIEW T N E M G E S E C N A M R O F R E P ANNUAL REPORT 2018 FINANCIAL REVIEW 52 2017 1,051 795 256 29 311 30% 367 35% 0.64 % change* 18% 22% 5% -103% -3% -6 pps -15% -10 pps -17% 2018 1,241 973 268 (1) 301 24% 311 25% 0.53 SEGMENT REVENUES INCREASED YEAR-ON-YEAR BY POULTRY AND RELATED OPERATIONS SEGMENT in million US$ unless indicated otherwise Revenue Poultry and other Vegetable oil IAS 41 standard gains/(losses) Gross profit Gross margin Adjusted EBITDA Adjusted EBITDA margin Adjusted EBITDA per 1 kg (net of IAS 41) (US$) * pps – percentage points During 2018 the Poultry and Related Operations segment’s revenue increases by 18% y/y driven mostly by an increase in price and sales volume of chicken meat, partly offset by decreases in the price of vegetable oil. An IAS 41 gain/(loss) reflects the net change in the fair value of biological assets and agricultural produce. The IAS 41 standard loss in 2018 amounted to US$ 1 million mainly as a result of a reduction in poultry meat stocks, partly offset by an increase in broiler chicken stocks due to the launch of new rearing sites. The segment gross profit for 2018 remained almost stable at US$ 301 million. In 2018, adjusted EBITDA decreased by 15%, mainly due to a de- crease in government grant income (there was no allocation of grants/subsidies in Ukraine’s 2018 budget), as well as an increase in administration, sales and distribution expenses mainly due to increases in payroll costs, logistics costs and warehouse rent. BUSINESS REVIEW T N E M G E S E C N A M R O F R E P ANNUAL REPORT 2018 FINANCIAL REVIEW 53 2018 181 33 108 151 416 2017 % change 117 (12) 66 95 267 55% +375% 64% 59% 56% THE SEGMENT’S REVENUE FOR 2018 GRAIN GROWING SEGMENT in million US$ unless indicated otherwise Revenue IAS 41 gains / (losses) Gross profit ADJUSTED EBITDA ADJUSTED EBITDA per 1 hectare (US$) The Grain Growing segment’s revenue in 2018 amounted to US$ 181 million compared to US$ 117 million in 2017. This increase in revenue was mainly attributable to the larger volumes of crops sold in 2018 as a result of the stronger harvest in 2018. The IAS 41 gain in 2018 amounted to US$ 33 million. The gain was primarily driven by an increase in the volume of agricultur- al produce stocks as of 31 December 2018 compared to 2017 caused by substantially higher yields and an increase in the amount of corn reserved for MHP’s own consumption during 2019, as well as the revaluation of field crops (biological assets) at the reporting date. The segment’s 2018 adjusted EBITDA increased by 59% year- on-year due to higher yields from the principal crops. MILLION, US$ BUSINESS REVIEW T N E M G E S E C N A M R O F R E P 2018 134 103 31 0 11 8% 16 12% ANNUAL REPORT 2018 FINANCIAL REVIEW 54 2017 120 67 53 4 19 16% 19 16% % change* 12% 54% -42% -100% -42% -8 pps -16% -4 pps THE REVENUE OF THE SEGMENT INCREASED BY OTHER AGRICULTURAL SEGMENT in million US$ except margin data Revenue Meat processing Other** IAS 41 gains / (losses) Gross profit Gross margin Adjusted EBITDA Adjusted EBITDA margin * pps - percentage points ** includes convenience food products, milk, cattle, goose meat, foie gras and feed grains. The Other Agricultural segment revenue increased by 12% year-on-year in 2018 to US$ 134 million, in line with an in- crease in the price of processed meat products. The segment’s adjusted EBITDA decreased to US$ 16 million in 2018 compared to US$ 19 million in 2017, a decrease of 16% year-on-year driven mostly by lower returns earned from cat- tle and milk operations. BUSINESS REVIEW ANNUAL REPORT 2018 FINANCIAL REVIEW 55 GROUP FINANCIAL POSITION AND CASH FLOW US$ million Cash from operations Change in working capital Net cash from operating activities CAPEX Disposal of subsidiaries Net cash used in investing activities Cash used in financing activities Dividends Total financial activities Total change in cash* 2018 306 (45) 261 (232) 7 (225) 137 (89) 48 84 2017 333 (120) 213 (123) 76 (47) (113) (81) (194) (28) * Calculated as net cash from operating activities plus cash used in investing activities plus total financial activities Cash flow from operations before changes in working capital for 2018 amounted to US $306 million (2017: US$ 333 million). Use of funds in working capital during 2018 mostly related to higher investment in the stock of crops designated for MHP’s consumption as of 31 December 2018, partly offset by an in- crease in prepayments for sunflower oil. During 2018, total CAPEX amounted to US$ 232 million mainly due to the launch of production sites of Phase 2 of the Vinnytsia Poultry Complex. DURING 2018 TOTAL CAPEX AMOUNTED TO MILLION, US$ BUSINESS REVIEW ANNUAL REPORT 2018 FINANCIAL REVIEW 56 DEBT STRUCTURE AND LIQUIDITY US$ million, unless indicated otherwise Total Debt Long-term debt Short-term debt Cash and bank deposits Net Debt LTM Adjusted EBITDA Net Debt / LTM Adjusted EBITDA 31 December 2018 31 December 2017 1,343 1,206 137 (212) 1,131 450 2.51 x 1,157 1,116 41 (126) 1,032 459 2.25 x EXPORT REVENUE IN 2018 AMOUNTED TO As of 31 December 2018, long-term debt represented 90% of total outstanding debt. The weighted average interest rate was around 7%. The Net Debt / LTM adjusted EBITDA ratio was 2.51 x as of 31 De- cember 2018, well within the Eurobond covenant limit of 3.0 x. As of 31 December 2018, MHP’s cash and cash equivalents amount- ed to US$ 212 million. Net debt increased to US$ 1,131 million, compared to US$ 1,032 mil- lion as of 31 December 2017. As a hedge for currency risks, revenues from the export of grain, sunflower and soybean oil, sunflower husks and chicken meat are denominated in US$, covering debt service expenses in full. Export revenue in 2018 amounted to US$ 924 million or 59% of total reve- nues (2017: US$ 732 million or 57% of total sales). MILLION, US$ BUSINESS REVIEW ANNUAL REPORT 2018 FINANCIAL REVIEW 57 We are confident that, with our vertically-integrated business model, we will continue to deliver strong financial results, sup- ported by a significant and growing share of hard currency reve- nues from exports of chicken, oils and grain. OUR MAIN DRIVERS FOR GROWTH IN 2019 WILL BE: • An increase in the production volumes of chicken meat by around 100,000 tonnes as a result of our capital investment in the expansion of the Vinnysia poultry project (Phase 2); • MHP continues to be well-positioned to deliver further increases in both revenue and profit in 2019, driven by increasing production, mainly from the Poultry and Related Operations Segment and its recent acquisition of Perutnina Ptuj in the Balkans. • An increase in export sales of chicken meat across all regions, which is expected to result in around 320,000 tonnes of chicken meat; and • Construction of the first phase of and launch of an alternative energy biogas project of 12 MW capacity at the Vinnytsia poultry complex. A YEAR-ON-YEAR INCREASE IN CHICKEN MEAT PRODUCTION VOLUMES OF AROUND TONNES T N E M E G A N A M K S I R THE ENVIRONMENT AND MARKETS IN WHICH WE OPERATE ARE DYNAMIC AND SUBJECT TO CONSTANT CHANGE. WE MUST BE ABLE TO RESPOND TO THESE CHANGES, TAKING APPROPRIATE LEVELS OF RISK TO PROTECT OUR MARKET POSITION AND TO TAKE ADVANTAGE OF OPPORTUNITIES. A failure to manage these changes and risks could have an ad- verse impact on our business and on the achievement of our stra- tegic goals. We have integrated our risk management processes with our strategy and embedded them throughout the Company, thereby aligning risk management, strategy and performance across all entities, departments and functions. This enables us to make better business decisions. BUSINESS REVIEW RISK MANAGEMENT FRAMEWORK ANNUAL REPORT 2018 RISK MANAGEMENT 59 TO UNDERSTAND OUR RISK PROFILE AND ALIGN IT WITH OUR OBJECTIVES AND DECISION-MAKING PROCESSES, WE OPERATE A GLOBAL RISK FRAMEWORK THAT ENSURES WE IDENTIFY RISK, SET TOLERANCE LEVELS AND CONTINUALLY MANAGE RISK ACROSS OUR BUSINESS STEP IDENTIFY RISK • Our management team identifies risks that may affect the achievement of the Group’s strategy and business objectives. STEP MEASURE POTENTIAL IMPACT STEP MANAGE RISK STEP MONITOR STEP REPORT • Responses to risks are implemented in the context of the Group’s risk appetite. • New risks and changes in • existing risks are monitored on a continuous basis. • Key risks are discussed regularly by the management team and reported at least annually to the Board through the Audit Committee. Risk management information is used to make informed decisions. • • • • Identified risks are assessed and risk tolerance is set. Risks are prioritised in order of severity of potential impact on strategy and business objectives. A risk scoring system is used to help quantify both the probability and potential impact of each major risk after the effect of mitigating actions, to assess residual risks against the Company’s risk appetite and to prioritise further risk management actions. A portfolio view of risk appetite is assumed. CONTINUOUS ASSESSMENT AND IMPROVEMENT OF RISK MANAGEMENT FRAMEWORK BUSINESS REVIEW ANNUAL REPORT 2018 RISK MANAGEMENT 60 RISK OVERSIGHT The Audit Committee monitors the effectiveness of the Com- pany’s risk management and control systems through regular updates from management, reviews of the key findings of the external and internal auditors, and an annual review of the risk management process and risk matrix. Results are reported to the Board, which has overall responsibility for risk management. The Internal Audit function provides objective assurance to the management team and to the Audit Committee on the effective- ness of risk management and helps management to continuous- ly improve its risk management framework and process. ENHANCEMENTS OVER THE LAST 12 MONTHS We constantly strive to improve our risk management process. In 2018, MHP enhanced and implemented its risk management framework based upon the recommendations in the COSO (The Committee of Sponsoring Organisations of the Treadway Commission) Enterprise Risk Management Framework. This risk management framework defines how to identify, classify, assess and manage the risks that the Company faces in order to provide reasonable assurance regarding the achievement of the Company`s strategy and objectives. The implementa- tion of the risk management framework has been supported by the training of the management teams. The Company’s approach to the identification and assessment of risks, and the response to risks, is based on best business practices and international COSO Enterprise Risk Manage- ment standards. Following the most recent COSO guidance for risk management, in 2018 we focussed on the development and enhancement of the Group’s risk management culture: IN 2018, MHP ENHANCED AND IMPLEMENTED ITS RISK MANAGEMENT FRAMEWORK BASED ON RECOMMENDATIONS FROM COSO • • Encouraging the identification of risks Managers support open communication and promote dis- closure and risk management discussions. Integrating risk management in every role and function Every employee shares the responsibility for managing risk. • Continuous identification and assessment of risks Process owners regularly look for new operational risks, re- assess the status of known risks, and reevaluate or update plans to prevent or respond to problems associated with these risks. S K S I R S S E N I S U B BUSINESS REVIEW : S K S I R L A P I C N I R P The principal risks facing the group are set out below OUTBREAKS OF AVIAN FLU AND OTHER LIVESTOCK DISEASES IMPACT Avian flu may result in: loss of flock; • loss of customers; • export restrictions; • distribution of disease; and • significant financial losses. • ANNUAL REPORT 2018 RISK MANAGEMENT 61 regular monitoring of poultry condi- tions, including analysis of indicators of their well-being and health and in- vestigation of the quality of raw ma- terials (litter, food, water) and prod- ucts (poultry carcasses); • monitoring compliance with biosafe- • ty rules; and strict control over the implemen- tation of preventive and control measures. In January 2017, EU com- partmentalisation procedures were introduced in Ukraine. This means that the emergence of avian influen- za symptoms in poultry flocks in part of a country does not have to lead to a total trade suspension. HOW WE MANAGE IT • To ensure the well-being of livestock at MHP’s facilities, the Company has imple- mented high biosecurity standards and systems supplemented by a set of pre- ventive veterinary-sanitary and hygiene measures, including: • ongoing monitoring of avian flu cas- es worldwide followed by rigorous assessment of MHP’s existing bios- ecurity systems based on identified reasons causing those cases; geographic separation of poultry rearing facilities with a significant distance between each facility; • where any infected areas are identi- fied, immediate actions are taken to limit the access of all visitors to MHP facilities; • OCCURRENCE OF A MATERIAL ENVIRONMENTAL OR HEALTH AND SAFETY INCIDENT IMPACT The occurrence of a material environmen- tal or health and safety incident impacts day-to-day operations, leading to finan- cial penalties and reputational harm. HOW WE MANAGE IT MHP maintains environmental; health and safety policies, management sys- tems and procedures in line with good practice and legal requirements. These are regularly reviewed and updated and employees participate in frequent training and development activities. BUSINESS REVIEW ANNUAL REPORT 2018 RISK MANAGEMENT 62 S K S I R S S E N I S U B : S K S I R L A P I C N I R P FLUCTUATIONS IN PRICES OF GRAINS AND RELATED PRODUCTS IMPACT Fluctuations in prices of grains and relat- ed products in Ukraine and globally may affect the cost of chicken production and the profitability of MHP’s grain growing operations, which could materially affect MHP’s operating results. HOW WE MANAGE IT MHP drives cost efficiency across all its businesses, supported by its vertically-in- tegrated business model. MHP minimises its exposure to fluctuations in world grain prices by growing internally 100% of the corn required for poultry feed produc- tion. The Company has also adopted an innovative approach by replacing a sig- nificant proportion of expensive imported soybean protein with protein from sun- flower seeds grown by MHP. FLUCTUATIONS IN DEMAND AND MARKET PRICES OF CHICKEN MEAT IMPACT MHP’s business and financial results are dependent upon prices of chicken prod- ucts, both in Ukraine and worldwide. HOW WE MANAGE IT Demand for chicken in Ukraine is expect- ed to remain strong and to have further growth potential as beef and pork are mostly produced by households and small farms and are far more expensive to produce and purchase than chicken. Chicken meat is the most affordable kind of meat from both a price and a diet perspective. MHP products are availa- ble for purchase through different sales channels at all times and the Company offers competitive trade terms to its cus- tomers. MHP’s domestic strategy, and in particular its focus on higher value-add products, are drivers for increasing the Company’s profitability from chicken meat sales in Ukraine. FAILURE TO IMPLEMENT THE GROWTH STRATEGY AND EXPANSION INTO EXPORT MARKETS IMPACT MHP may be unsuccessful in its attempt to increase market share for its chicken meat in export markets and may be im- pacted by import restrictions imposed by other countries on agricultural com- modities. HOW WE MANAGE IT MHP has a long-term strategy for the Group’s expansion into diversified export markets. MHP sees more uncertainty in the Middle East and Africa compared with the EU. However, MHP’s market share of key poultry import markets remains rel- atively low (less than 10%) allowing MHP to redistribute volumes between mar- kets without disruption. Since our market share is low, MHP will be able to grow its presence gradually. This will be partly through growth in population and con- sumption per capita and partly through offering better service and quality to our customers. BUSINESS REVIEW ANNUAL REPORT 2018 RISK MANAGEMENT 63 S K S I R S S E N I S U B : S K S I R L A P I C N I R P OCCURRENCE OF A MATERIAL PRODUCT QUALITY OR PRODUCT SAFETY INCIDENT IMPACT The occurrence of a material product quality or product safety incident impacts day-to-day operations, leading to financial penalties and a reduction in brand value. HOW WE MANAGE IT MHP prioritises product safety and qual- ity in line with international best practice and the applicable regulations. It main- tains robust quality and safety manage- ment systems and has an excellent track record in this area. FLUCTUATIONS IN COMMODITY PRICES SUCH AS GAS, FUEL AND ENERGY IMPACT Changes in commodity prices affect MHP’s production and distribution costs and in turn impact operating results and cash flows. HOW WE MANAGE IT MHP closely monitors and controls its gas, fuel and energy costs. Energy price risks are mitigated by a priority focus on developing renewable sources of ener- gy and a consistent increase in the use of co-generation and alternative energy technology. The processing of sunflower results in the production of large volumes of husks that are burned to generate steam heat for our fodder complexes. UNFAVOURABLE WEATHER CONDITIONS IMPACT Extreme changes in temperature or rain- fall including weather changes in sum- mer and winter could influence agricul- tural productivity as a whole and crop transportation yield, harvesting and costs in particular. HOW WE MANAGE IT Ukraine’s weather is generally temper- ate, with plenty of sunshine in the sum- mer and adequate rainfall. This com- bines with extremely fertile soil to create excellent growing conditions. In addition, MHP’s management team supports the use of modern technology to achieve a yield which is significantly higher than the average for Ukraine*. * Source: Agroperspectiva BUSINESS REVIEW ANNUAL REPORT 2018 RISK MANAGEMENT 64 S K S I R S S E N I S U B : S K S I R L A P I C N I R P FAILURE TO SUCCESSFULLY INTEGRATE NEWLY ACQUIRED BUSINESSES IMPACT The acquisition and subsequent integra- tion of new businesses in Europe will be subject to a number of challenges and uncertainties, including: the diversion of Management’s attention from other busi- ness concerns and potential disruption to MHP’s ongoing business; the potential necessity of coordinating geographically separated facilities; incurring unanticipat- ed expenses; the consolidation of func- tional areas where appropriate; adapting MHP’s business model and practices to different jurisdictions; adapting any ac- quired companies’ practices and policies to those of MHP; and possible inconsist- encies in standards, controls, procedures and policies, operating systems and busi- ness culture. HOW WE MANAGE IT In anticipation of new acquisitions MHP has prepared a succession and develop- ment plan for the Company’s managers which allows them to participate inten- sively in the management of new busi- nesses. MHP has developed a plan of key controls and safeguards to be put in place. During our due diligence process- es on potential target acquisitions we pay specific attention to the production and safety standards of those potential acquisitions and we develop plans to in- tegrate such standards with MHP. This is also factored in to our financial resources allocation. LACK OF HIGHLY QUALIFIED STAFF AT STRATEGIC LEVEL AND PRODUCTION ENTERPRISES IMPACT The agriculture industry is facing a num- ber of personnel challenges including: the migration of skilled workers to neighbour- ing countries; the ageing of the current workforce; and changes in the required skills base. A lack of qualified science, engineering, technical and other employ- ees could increase risks to the long-term future of the business. HOW WE MANAGE IT MHP works to maintain positive relation- ships with employees and strives to build upon its reputation as a high-quality, re- sponsible employer of choice. As part of this, MHP provides a number of pro- grammes designed to enrich its employ- ees and the broader community including: the provision of education and pro- • fessional programmes for the young- er generation; • • • the provision of its “Personnel Re- serve” and “New Horizons” training for prospective and programmes high-performing employees; the implementation of a strategic action plan to build and support schools in regions where its facilities operate; and the development of a digitalisation strategy that is in the process of im- plementation and focusses on auto- mating business processes and de- cision-making (artificial intelligence). BUSINESS REVIEW ANNUAL REPORT 2018 RISK MANAGEMENT 65 S K S I R S S E N I S U B : S K S I R L A P I C N I R P FAILURE TO ACCOMPLISH THE DIGITALISATION STRATEGY IMPACT Changes in technology may render cur- rent technology obsolete or require MHP to make substantial capital investments. Resistance of employees and/or lack of ex- pertise might result in an inability to accom- plish the Company’s digitalisation strategy which is aimed at increasing the efficiency of business operations and decreasing the dependence on the labour market. HOW WE MANAGE IT MHP has upgraded its digital transforma- tion strategy, focussing on optimisation and automation of key business pro- cesses. A change management culture is also being continuously developed throughout the Company. Strong internal project managers and counterparties are in place to assist in the successful imple- mentation of the digitalisation strategy. INEFFICIENT PROCUREMENT AND AN INCREASE IN PRODUCTION COSTS IMPACT An increase in MHP’s production costs could materially and adversely affect its profitability. HOW WE MANAGE IT MHP strives to continually improve its procurement procedures and production processes. The procurement of strategic items is centralised with a high level of regulation and control. The KPIs are set and are closely monitored with a view to decreasing costs of production. BUSINESS REVIEW ANNUAL REPORT 2018 RISK MANAGEMENT 66 S K S I R E C N A N I F : S K S I R L A P I C N I R P FLUCTUATIONS IN FOREIGN EXCHANGE RATES IMPACT MHP operates globally and has op- erations and transactions in different currencies. Fluctuations in the value of the UAH versus the US dollar and other currencies give rise to transaction and translation exposure. HOW WE MANAGE IT The majority of MHP borrowings are de- nominated in US dollars. The resulting exposure is hedged by the generation in 2018 of 59% of total revenue in hard cur- rency from the export of sunflower and soybean oils, chicken meat and grain. The amount of export sales will continue to increase with the further expansion of the Vinnytsia poultry complex and the strengthening of the Group’s positions in export markets. This will allow MHP to continue to service all dollar-denominated loans and payments for operating activi- ties. FLUCTUATIONS IN INTEREST RATES IMPACT Changes in interest rates affect the cost of borrowings, the value of our finan- cial instruments, our profit and loss and shareholders’ equity. HOW WE MANAGE IT MHP monitors its interest rate exposures and analyses the potential impact of in- terest rate movements on its net interest expenses. MHP’s debt portfolio is well balanced with an 85/15 share of fixed/ floating interest rates. The majority of MHP’s borrowings are from foreign banks at rates lower than those available in Ukraine; a significant part of the Compa- ny’s debt is also in the form of Eurobonds issued at fixed interest rates. CREDIT RISK IMPACT Counterparties involved in transactions with MHP may fail to make scheduled pay- ments, resulting in financial losses to MHP. HOW WE MANAGE IT MHP has a diversified pool of customers. The amount of credit allowed to any one customer or group of customers is strictly controlled. Credit offered to major groups of customers, including supermarkets and franchisees is, on average, between 5 and 21 days. To hedge the risk, MHP procedures require verification of coun- terparties’ solvency prior to the signing of an agreement with contractors. Policies and operating guidelines include limits in respect of counterparties to ensure that there is no significant concentration of credit risk. Credit risks are managed by security paragraphs, which are included in agreements with customers. At foreign subsidiaries of MHP an insurance compa- ny is involved to approve the credit limit amount and to insure against the risk of non-payment. BUSINESS REVIEW ANNUAL REPORT 2018 RISK MANAGEMENT 67 S K S I R E C N A N I F : S K S I R L A P I C N I R P LIQUIDITY RISK IMPACT If, in the long term, MHP is unable to gen- erate and maintain positive operating cash flows and operating income, it may need additional funding. An inability to raise capital on favourable terms could lead to a default on its payment obliga- tions and could have a material adverse effect on MHP’s business, results of oper- ations, financial condition and prospects. HOW WE MANAGE IT MHP maintains efficient budgeting and cash management processes to ensure that adequate funds are available to meet its business requirements. MHP adopts a flexible CAPEX programme en- abling capital projects to be deferred if necessary. MHP has an irreducible bal- ance in hard currency on correspondent accounts and maintains a certain level of undrawn credit lines. INEFFICIENT INVESTMENTS IMPACT An inefficient regulation of the Compa- ny’s investment appraisal and realisation procedures or a lack of evaluation or proper authorisation of investment pro- jects could result in the implementation of unauthorised and unprofitable invest- ment decisions and a subsequent waste of capital. HOW WE MANAGE IT MHP has developed and implemented procedures to ensure due process in this area. The Evaluation of Investment Pro- jects procedure requires that the Invest- ment / Project Team approves investment projects. All investment projects of the Company should be documented with a formal investment appraisal report and financial model and be jointly approved by the Investment / Project Team. BUSINESS REVIEW ANNUAL REPORT 2018 RISK MANAGEMENT 68 S N O I T A L E R R E D L O H E K A T S : S K S I R L A P I C N I R P LOCAL COMMUNITIES IMPACT A deterioration in local community re- lationships may lead to disruption in day-to-day business activities, adverse perceptions about MHP’s approach to human rights and negative reputation- al effects. HOW WE MANAGE IT MHP is in regular dialogue with its local communities and other stakeholders in the regions in which it operates and aims to conduct these relationships sensitively and with mutual respect. It also prioritis- es the human rights of its local communi- ties. MHP has designed and implemented stakeholder relations programmes in line with good international practice. This ac- tivity includes regular meetings with local community representatives, roadshows to enable local people to meet the Com- pany and the design and maintenance of a variety of communication channels. MHP also supports, designs and con- ducts a number of projects in conjunction with local authorities and local communi- ties that aim to improve local standards of living and infrastructure. INVESTOR AND OTHER STAKEHOLDER RELATIONS IMPACT information Inaccurate or out-of-date about MHP and its activities leads to neg- ative impacts on the Company’s reputa- tion and adverse impacts on its relations with material stakeholders including its shareholders. HOW WE MANAGE IT MHP maintains an experienced and well-resourced communications and in- vestor relations team that is supported by a national and international network of professional services advisors. The team is tasked with ensuring that MHP’s inves- tor and wider communications activities are conducted in line with international good practice. The team also ensures that information about the Company is distributed in a timely manner, is accurate and up-to-date. MHP also monitors exter- nal commentary about its activities to en- sure that any inaccuracies are corrected promptly. A qualitative measurement of the Company’s image is performed on a regular basis and monitored by its senior management team. BUSINESS REVIEW ANNUAL REPORT 2018 RISK MANAGEMENT 69 K S I R E C N A I L P M O C : S K S I R L A P I C N I R P LEGAL AND REGULATORY RISK IMPACT The Group’s businesses may be affected by regulatory developments in any of the countries in which MHP operates, includ- ing changes in fiscal, tax or other regu- latory regimes. Potential impacts include higher costs to meet new environmental requirements, the possible expropriation of assets, other taxes, or new require- ments for local ownership. BRIBERY AND CORRUPTION HOW WE MANAGE IT MHP’s management team actively moni- tors regulatory developments in the coun- tries in which the Group operates. MHP’s financial control framework has adopted tax and treasury approaches fully in com- pliance with relevant local laws in the juris- dictions where the business is registered. MHP pays its taxes in full. Moreover, MHP is consistently developing and integrating into its business practices standards such as the Market Abuse Regulation and sus- tainability reporting. IMPACT A bribery or corruption incident leads to significant reputational harm, adverse stakeholder relations effects, financial penalties and threatens MHP’s licence to operate. HOW WE MANAGE IT MHP maintains robust anti-bribery and corruption policies and procedures which are regularly reviewed and mon- itored by the Audit Committee. These include a Code of Ethical Conduct and Investigations Procedures which all employees are required to adhere to. These address matters such as bribery, gifts, supplier and customer relations, conflicts of interest and other areas of potentially corrupt activity. FAILURE TO COMPLY WITH THE COVENANTS UNDER LOAN AGREEMENTS IMPACT A failure by MHP to comply with restric- tive covenants under the terms of its in- debtedness could put MHP into default. HOW WE MANAGE IT Strict monitoring of compliance with the covenants is organised within the Company. BUSINESS REVIEW ANNUAL REPORT 2018 RISK MANAGEMENT 70 FAILURE OF IT SYSTEMS COULD MATERIALLY AFFECT MHP’S BUSINESS IMPACT MHP is becoming more dependent on IT systems and considers them critical to successful business operations. MHP re- lies on its IT systems in many parts of its business, including aspects of accounting records, business monitoring, execution, production of orders, invoicing, payment monitoring and health and safety. Al- though MHP backs up its IT systems and has a disaster recovery plan in place, the failure of IT systems could have a materi- al adverse effect on MHP’s business, op- erational results, financial condition and prospects. HOW WE MANAGE IT A number of measures have been imple- mented across the Company to reduce the risk of IT systems failure. These in- clude: the implementation of additional business continuity measures; the organi- sation of reserved data channels; moving services to the Cloud; and the establish- ment of an incident management process providing continuous support for the busi- ness. In addition, the Information Security (IS) team performs regular audits of criti- cal IT services in order to determine any IS weaknesses and to perform penetra- tion testing of Company vulnerabilities. It also increases employee awareness of IS risks and focusses on developing proper behaviours. S S E N I S U B : S K S I R L A P I C N I R P S K S I R Y T I U N I T N O C BUSINESS REVIEW ANNUAL REPORT 2018 CORPORATE RESPONSIBILITY 71 E T A R O P R O C INITIATIVE (“GRI”) REPORTING FRAMEWORK. PROVIDED IN THE FORTHCOMING NON-FINANCIAL REPORT WHICH WILL BE PUBLISHED DURING THE SUMMER. THE NON-FINANCIAL REPORT WILL APPLY THE LATEST APPLICABLE GLOBAL REPORTING OF THE COMPANY’S APPROACH TO CORPORATE RESPONSIBILITY MATTERS AND HOW THIS ASPECT OF THE BUSINESS IS INTEGRATED INTO ITS OVERALL STRATEGY. DETAILED INFORMATION WILL BE Y THIS SECTION OF THE ANNUAL REPORT IS PROVIDED TO GIVE READERS AN OUTLINE UNDERSTANDING T I L I B I S N O P S E R STRIVING TO ACHIEVE THE BEST INTERNATIONAL STANDARDS MHP strives to achieve corporate responsibility best practice in line with international standards. Corporate responsibility forms an integral part of the Company’s long-term corporate vision. The Board views this aspect of MHP’s activities as important to the achieve- ment of its ambition of becoming a global leader in its business sector. KEY FOCUS AREAS MHP’s approach to responsible business focusses on seven key areas. Environment & climate change Greenhouse gas and atmospheric emissions Occupational health & safety Product quality & safety Local communities Local stakeholder engagement Anti-bribery and corruption Minimum antibiotic policy Occupational health Business conduct Animal welfare Workplace diversity Product hygiene People Biodiversity management Accident prevention Product quality Regulatory and legal compliance Equal opportunities Effects of business activity Maintenance of appropriate living conditions Water use Provision of healthy workplaces Scientific analysis Constant access to balanced food and fresh water Supplier and customer relationships Training and development Reuse, recycling and waste management Energy use Quality of raw materials Veterinary supervision Product labelling and pricing Fair working conditions Maintenance of biological safety standards Access to high quality bedding materials Data protection and information security Approach to organised labour Local infrastructure investment Contribution to local economic development BUSINESS REVIEW H C A O R P P A R U O BEST PRACTICE POLICY FRAMEWORK OVERALL STRATEGY KEY AREAS OF FOCUS 1 2 3 4 5 REPORTING & MANAGEMENT SYSTEMS COMMUNICATIONS ANNUAL REPORT 2018 CORPORATE RESPONSIBILITY 72 OVERALL CORPORATE RESPONSIBIITY STRATEGY LINKED TO MHP’S AIMS & OBJECTIVES ENVIRONMENT & CLIMATE CHANGE OCCUPATIONAL HEALTH & SAFETY PRODUCT QUALITY & SAFETY ANIMAL WELFARE BUSINESS CONDUCT PEOPLE LOCAL COMMUNITIES BEST PRACTICE POLICY FRAMEWORK REFERENCING THE APPROPRIATE STANDARDS AND GUIDELINES AND EACH KEY AREA OF FOCUS TAILORED MANAGEMENT SYSTEMS FOR EACH KEY AREA OF FOCUS ADDRESSING THE RISKS AND OPPORTUNITIES THAT RELATE TO MHP’S ACTIVITIES KPIs & TARGETS FIXED FOR EACH KEY AREA OF FOCUS KPIs APPLIED IN REGULAR INTERNAL REPORTING PROCESSES KPIs APPLIED IN COMPANY REPORTING WITH ACCOMPANYING NARRATIVE BUSINESS REVIEW ANNUAL REPORT 2018 CORPORATE RESPONSIBILITY 73 Commitment to value each employee and promote equality of opportunity Prohibition of discrimination, forced and child labour Commitment to freedom of association and collective bar- gaining Local communities • Commitment to build trusting and mutually beneficial part- nerships Promotion of improvements to local living standards Commitment to respect human rights and the interests of local stakeholders • • • • POLICY FRAMEWORK Highlights of MHP’s corporate responsibility policy framework include People • Environment and climate change • Commitment to reduce greenhouse gas emissions intensi- ty with a long-term aim of making the Company’s activities carbon neutral Commitment to minimise the impacts the Company’s activi- ties have on the local environment Commitment to minimise water use and discharges to water Commitment to preserve local biodiversity Commitment to minimise energy use and to apply renew- able sources where practicable • • • • Occupational health and safety • • Provision of a healthy and safe working environment Commitment to incident prevention in line with industry best practice Product quality and safety • Maintenance of the highest quality and safety standards in line with industry best practice and the applicable laws and regulations Constant monitoring of biological safety • Animal welfare • Humane treatment of animals in line with industry best prac- tice at all times Business conduct • • Zero tolerance approach to bribery and corruption Commitment that all employees will adhere to responsible standards of business behaviour ANNUAL REPORT 2018 CORPORATE RESPONSIBILITY 74 BUSINESS REVIEW MANAGEMENT SYSTEMS MHP’s policy framework is supported by comprehensive cor- porate responsibility management systems which have been developed in line with industry best practice and international standards. All MHP locations employ environmental specialists and em- ployees responsible for the maintenance of environmental stan- dards and compliance with the relevant laws and regulations. Occupational health and safety is governed by the Company’s Labour Protection Service. As well as compliance and accident prevention, the department is tasked with raising and maintain- ing employee awareness of health and safety through a variety of dialogue and communications mechanisms. Product safety and quality is of paramount importance to MHP and it is proud of its record in this area. A key aspect of its man- agement systems is its use of internal and external laboratories to ensure this record is maintained. All are certified for compli- ance with ISO/IEC 17025. Animal welfare is a natural priority and the Company’s systems ensure comfortable living conditions and high standards of bio- logical safety. Antibiotic use is prohibited at rearing sites and the Company does not use hormones or growth stimulants. Antibi- otics are used selectively based on a diagnosis which indicates that their use is desirable and only with permissions from State and local entity Chief Veterinary Officers. MHP’s anti-corruption and bribery procedures include regular reviews of the Company’s risk management systems by the se- curity department and regular employee training. MHP places significant emphasis on training and development. Procedures include the New Horizons employee development programme that enables high-performing employees to choose areas of the business in which to further their careers and devel- op their knowledge base and skills. The Company continues to develop its stakeholder engagement activities and relationships with its local communities. This in- cludes the rollout of the stakeholder engagement plan (details may be found on the Company website at www.mhp.com.ua) and a programme of investment in local infrastructure and facili- ties, such as “Village: Steps to Development”. CASE STUDY – SECOND BIOGAS PLANT MHP demonstrated its commitment to renewable energy and re- ducing its carbon footprint during 2018. The project is expected to reach 12MW capacity by the end of 2019. MHP’s first 5MW plant reached full capacity in 2014. The new project is expected to reduce annual CO2e (carbon dioxide equivalent) emissions by approximately 85,500 tonnes. THE SECOND BIOGAS PROJECT IS EXPECTED TO REACH BY THE END OF 2019 GOVERNANCE 76 81 89 91 95 99 Corporate Governance Overview Board: Composition & Performance Nominations and Remuneration Committee Report Audit Committee Report Management Report Stakeholder Engagement GOVERNANCE ANNUAL REPORT 2018 CORPORATE GOVERNANCE OVERVIEW 76 (“SOCIÉTÉ ANONYME”) INTO A EUROPEAN COMPANY (“SOCIETAS EUROPAEA”) W WITH EFFECT FROM 7 AUGUST 2017, MHP CONVERTED FROM A PUBLIC LIMITED LIABILITY COMPANY E I V R E V O MHP was established on 30 May 2006. With effect from 27 De- cember 2017, the Company’s registered office and central ad- ministration was transferred to Cyprus and the Company is cur- rently registered in the Cyprus Registry for SE Companies, under number SE 27. Since that date, the Company’s registered office address has been 16-18 Zinas Kanther Street, Agia Triada, 3035 Limassol, Cyprus. The Company upholds and practices the highest standards of ethics and integrity in its relationships with its sharehold- ers, the Board of Directors, personnel, business community and other stakeholders including government and regulato- ry agencies. On 27 December 2017, the Company also adopted a New Memo- randum and Articles of Association to comply with the provisions of the Cyprus Companies Law, Cap. 113, Council Directive 2001/86/ EC of 8 October 2001, which supplements the Statute for a Euro- pean company with regard to the involvement of employees, the SE Regulation and the European Public Limited – Liability Compa- The Company’s corporate governance structures, processes and procedures are outlined in its Code of Corporate Gover- nance which can be viewed at the corporate website. ny Regulations 2006, that are applicable in Cyprus. This New Memorandum and Articles of Association can be found here: https://www.mhp.com.ua/library/file/memorandum-english.pdf E T A R O P R O C E C N A N R E V O G GOVERNANCE STRUCTURE BOARD OF DIRECTORS NA Dr John Rich Non-Executive Chairman Roberto Banfi Non-Executive Director Yuriy Kosyuk Chief Executive Officer Yuriy Melnyk Chief Operating Officer Viktoria Kapelyushnaya Chief Financial Officer Christakis Taoushanis Non-Executive Director AI John Grant Non-Executive Senior Independent Director NAI Roger Wills Non-Executive Director NAI (since 2019) AUDIT COMMITTEE A NOMINATIONS & REMUNERATION COMMITTEE N I A N Independent Director Member of the Audit Commitee Member of the Nominations & Remuneration Committee SENIOR MANAGEMENT Yuriy Kosyuk, Chief Executive Officer GOVERNANCE ANNUAL REPORT 2018 CORPORATE GOVERNANCE OVERVIEW 77 STATEMENT OF COMPLIANCE WITH THE UK CORPORATE GOVERNANCE CODE The Company has been steadily developing its corporate gov- ernance processes and procedures over the last few years. During 2018, it undertook important steps to develop the exper- tise and independence of Board members through the appoint- ment of two independent Non-Executive Directors. MHP com- plies with the requirements of Cypriot law and regards the UK Corporate Governance Code as the appropriate international and good practice benchmark for its approach. It is the opinion of the Board that during 2018, the Company complied with the principles and requirements outlined in the UK Corporate Governance Code except in relation to the mat- ters noted below. Code Section Principle|Code Section Explanation A 2.1 A 3.1 B 1.1 The division of responsibilities between the Chairman and Chief Executive should be clearly established, set out in writing and agreed by the Board. Within the Company’s Corporate Governance Charter, the roles of Chairman and Chief Executive Officer (“CEO”) are clearly defined. The Chairman is responsible for running the Board and the CEO leads the executive management structure. At the request of the Board, and in recognition of his extensive experience, the Chairman has recently agreed to support the CEO with the conduct of certain specific strategic projects where his knowledge and expertise are particularly helpful. These involve potential acquisitions, joint ventures and related matters. This change means he can no longer be viewed as independent although the Board is satisfied, in view of his credentials, experience, expertise and independence of thought, that these arrangements are in the best interests of the Company, its shareholders and other stakeholders. The Chairman should on appointment meet the independence criteria set out in the Code. On his appointment in 2017, the Chairman had served on the Board as a Non-Executive Director since 2006. At the time of his appointment he was also employed by the International Finance Corporation as a Senior Regional Consulting Agribusiness Industry Specialist (a role that has subsequently ended). After considering the Chairman’s credentials, experience, expertise and independence of thought, it is the Board’s view that the Chairman was independent at the time he was appointed. The board should determine whether the director is independent in character and judgement and whether there are relationships or circumstances which are likely to affect, or could appear to affect, the director’s judgement. John Grant has served as a Non-Executive Director of the Company since 2006. In view of his extensive experience as a Board director of a wide range of major public companies in a variety of business sectors, the Board values the broad business perspective he brings to the Board and continues to view him as independent of mind and judgement. B 2.1 A majority of members of the nomination committee should be independent non-executive directors. During 2018 the membership of the Nominations and Remuneration Committee consisted of John Rich (Chairman) and John Grant (Independent Non-Executive Director). Subsequently the Company has expanded the Committee’s membership. Membership now includes Roger Wills who is an Independent Non-Executive Director. D Remuneration D.2.1 The board should establish a remuneration committee of at least two, independent non- executive directors. In addition, the company chairman may also be a member of, but not chair, the committee if he or she was considered independent on appointment as chairman. The Company, in common with many listed companies with the majority of their operations in Ukraine, does not disclose detailed information about director remuneration and related processes and is not legally required to do so. It is the responsibility of the Nominations and Remuneration Committee to ensure that the Executive Directors are compensated sufficiently in order to retain and attract high calibre talent and ensure that they are motivated to perform in the best interests of shareholders and other stakeholders. To date, the Company has compensated the Executive Directors mainly in the form of competitive salaries. As the Company develops, consideration will be given to adopting other forms of incentive when the Board believes that this approach will be in the best interests of shareholders and other stakeholders. Membership of the Nominations and Remuneration Committee during 2018 consisted of John Rich (Chairman) and John Grant (Independent Non- Executive Director). Membership now includes Roger Wills who is an Independent Non-Executive Director. GOVERNANCE PRINCIPAL RESPONSIBILITIES OF THE BOARD The Board is responsible for the overall conduct of the Com- pany’s business and has the powers, authorities and duties vested in it by and pursuant to the relevant Cyprus laws and regulations and the Articles of Association of the Company, see: https://mhp.com.cy/corporate-governance/regulatory-doc- uments/. The Company has a unitary governance structure and the Board is the ultimate decision-making body, except for the powers re- served for the Shareholders’ Meeting by law or as specified in the Articles of Association (please see Board Composition on pages 81-88). ROLE OF THE CHAIRMAN The Board elects the Chairman from amongst members that meet the Board’s criteria for an independent Director following the preparation of a job specification by the Nominations and Remuneration Committee. The Company’s Corporate Gover- nance Charter excludes the CEO from also becoming Chairman. The Chairman of the Board is responsible for the proper and efficient functioning of the Board. The Chairman determines the calendar of the Board and Committee meetings and the agenda of the Board’s meetings after consultation with the CEO. Prior to each meeting, the Chairman ensures that Directors re- ceive complete and accurate information and, to the extent ap- propriate, a copy of any Management presentation to be made at the Board meeting. The Chairman of the Board will also make sure that there is sufficient time for making decisions. ANNUAL REPORT 2018 CORPORATE GOVERNANCE OVERVIEW 78 The Chairman of the Board represents the Board to shareholders and the public and chairs Shareholders’ Meetings. The Chairman serves as the interface between the Board and major sharehold- ers of the Company on matters of corporate governance. has performed consultancy work for the Company. The Board considers Mr Grant to be independent notwithstanding his peri- od of service since 2006. RELATIONSHIP BETWEEN THE CHAIRMAN AND THE CEO A clear division of responsibilities is maintained between the Chairman and the CEO. The CEO may not carry out the duties of the Chairman of the Board and vice versa. In 2018, the Board conducted an annual effectiveness review in order to evaluate its performance as well as that of its Commit- tees and individual Directors. The evaluation process was initi- ated by a questionnaire. The conclusions were analysed by the Board to further strengthen its composition and performance. The Chairman is required to establish close relations with the CEO by giving him support and advice while respecting the ex- ecutive responsibilities of the CEO. The CEO provides the Chair- man of the Board with all the information he requires to carry out his tasks. ROLE OF THE CEO The CEO reports directly to the Board of Directors. The CEO is entrusted by the Board with the day-to-day management of the Company within the strategic parameters established by the Board. He oversees the organisation and efficient day-to-day management of subsidiaries, affiliates and joint ventures. The CEO is responsible for the execution and management of the outcome of all Board decisions. The CEO is delegated powers that are not exclusively reserved to the Board or to the Shareholders’ Meeting. The CEO can delegate authority for daily management to subordinate executives but will retain ul- timate accountability to the Board of Directors for the actions which are conducted during the performance of the role and the actions of delegates. CHANGES TO THE BOARD OF DIRECTORS IN 2018 AND OTHER DEVELOPMENTS During 2018 there were several new appointments to the Board: Roberto Banfi was appointed in June 2018. Please see Mr • Banfi’s biography on page 83; Christakis Taoushanis was appointed in July 2018. Please see Mr Taoushanis’ biography on page 84; Roger Wills was appointed in December 2018. Please see Mr Wills’ biography on page 85. • • William Richards stepped down from tha Board in October 2018 for personal work-related reasons. AUDITORS’ REMUNERATION The auditor’s remuneration was US$ 1,604 thousand for the year ended 31 December 2018 (2017: US$ 980 thousand). This includes both audit and non-audit services, with statutory au- dit fees amounting to US$ 430 thousand for the year ended 31 December 2018 (2017: US$ 420 thousand). Fees for other assurance services were US$ 458 thousand (2017: US$ 294 thousand); for tax advisory services US$ 20 thousand (2017: US$ 130 thousand); and for other non-audit services US$ 697 thousand (2017: US$ 136 thousand). The Company has rules and processes in place to ensure the independence of the auditors, including non-audit fee limita- tions set by the Board, and prior approval by the Audit Commit- tee of any non-audit services to ensure they do not compromise the independence of the auditors. The Chairman is also responsible for ensuring that new Direc- tors receive a complete and tailored induction to the Company prior to joining the Board and that existing Directors continually update their skills and the knowledge and familiarity with the Company required to fulfil their role both on the Board and on Board Committees. BOARD OF DIRECTORS Members of the Board are elected annually by a majority vote of shareholders at the AGM and may be re-elected an unlimit- ed number of times. At 31 December 2018, the Board had eight directors, three of whom are regarded by the Board as indepen- dent. Mr Banfi is not considered to be independent because he GOVERNANCE DIRECTOR INDEPENDENCE The independence of each of the Non-Executive Directors is considered on appointment. Each year, the Board also consid- ers the facts and circumstances relating to Director indepen- dence (and throughout the year as appropriate). This process includes an assessment of whether each Non-Executive Direc- tor is independent of management and any business or other relationships that could materially interfere with their exercise of objective, unfettered and independent judgement or their ability to act in the best interests of the shareholders. In making its decision, the Board considers relationships with manage- ment, major shareholders, associated companies and other parties with whom the Company conducts business. Following the conduct of these processes, the Board has concluded that John Grant is an Independent Board Director. Christakis Taoushanis and Roger Wills, who joined the Board of Directors during 2018, are also regarded by the Board as Inde- pendent Non-Executive Directors. SENIOR INDEPENDENT DIRECTOR John Grant has been designated as the Board’s Senior Indepen- dent Director since 2011. The Senior Independent Director is avail- able to shareholders if they have any concerns that they cannot resolve through the normal channels (e.g. Chairman, CEO or other Non-Executive Directors). The Senior Independent Director also provides a sounding board for the Chairman, is responsible for the evaluation of the Chairman and serves as a trusted inter- mediary for Non-Executive Directors as and when necessary. In 2018, the Senior Independent Director received three information requests from shareholders and other stakeholders. CONFLICTS OF INTEREST The Board has formal procedures in place to manage conflict of interest matters. Each Director is required to inform the Board of any other Directorship, office or responsibility, including execu- tive positions that are taken up outside the Company during the term of office. If, in the opinion of the Board, a conflict of interest exists, the relevant Director does not participate in discussions and will abstain from a Board vote on the affected matter. The Company’s Conflict of Interest Policy covers any transac- tions involving conflicts of interest (whether actual or potential) of: 1. MHP’s Management team members, including Directors of subsidiaries and branches (“key management”); 2. MHP’s line managers who have authority to authorise trans- actions on behalf of MHP (“line managers”); and 3. other MHP employees who are authorised to approve or have the power to influence significant transactions, changes in policy or business strategy. CONFIDENTIAL INFORMATION All Board Directors are required to keep information received in their capacity as Directors confidential and may not use it for any purpose other than for fulfilling their remit. OTHER PROFESSIONAL COMMITMENTS Every Director is required to allocate the time and attention re- quired for the proper fulfillment of their duties. This commitment includes limiting the number of other professional commitments to the extent required. INFORMATION AND PROFESSIONAL DEVELOPMENT The Board ensures that Directors, especially Non-Executive Directors, have access to independent professional advice at the Company’s expense where they judge it necessary to dis- charge their responsibilities as Directors. Board Committees are also provided with sufficient resources to undertake their duties. All Directors have access to the advice and services of the Com- pany Secretary, who is responsible to the Board for ensuring that Board procedures are complied with. The Chairman is responsible for ensuring that the Directors receive accurate, timely and clear information. The Company’s Executive Management team is obliged to provide such information and Di- rectors to seek clarification or amplification where necessary. ANNUAL REPORT 2018 CORPORATE GOVERNANCE OVERVIEW 79 INTERNAL CONTROL AND RISK MANAGEMENT The Board of Directors is ultimately responsible for the Compa- ny’s governance, risk management, internal control environment and processes and reviews their effectiveness at least annually. Once identified, risks are evaluated to establish financial or non-financial impact and the likelihood of their occurrence. For risks assessed as significant, a mitigation action-plan is deter- mined by the operational business management team. The summary of key risks is regularly discussed with MHP’s man- agement team and annually reported to the Board of Directors through the Audit Committee. The Company has Internal Audit in place, providing objective assurance to the Management and to the Audit Committee on the effectiveness of risk management and helping management to continuously improve its risk man- agement framework and process. A summary of the Company’s framework for managing risks, the Company’s key business risks together with the actions taken to mitigate them can be found on page 59 of this Report. INTERNAL AUDIT The Company maintains an internal audit function. The Head of Internal Audit has the right of access to the Audit Committee and the Chairman. The Head of Internal Audit reports to the Audit Committee which is responsible for: • Monitoring and reviewing the effectiveness of the Compa- ny’s internal audit function in the context of the Company’s overall risk management system; Approving the appointment and removal of the Head of In- ternal Audit; Approving the remit of the internal audit function; Ensuring it has adequate resources and is free from man- agement or other restrictions; • • • GOVERNANCE Agreeing the internal audit plan; Reviewing internal audit reports; • • • Monitoring management responses to internal audit rec- ommendations; and • Meeting the Head of Internal Audit annually, without manage- ment being present, to discuss the department’s remit and any issues arising from the internal audit work carried out. FINANCIAL REPORTING PROCESS MHP has in place a comprehensive financial review cycle which includes a detailed annual budgeting process. The annual bud- get and the business plan, upon which the budget is based, is reviewed and approved by the Board of Directors. Major commercial and financial risks are assessed as part of the business planning process. There is a comprehensive system of financial reporting, with monthly performance reports present- ed to the Board of Directors. At Group level, MHP has in place common accounting policies and procedures for internal and external financial reporting. Management monitors the publication of new reporting stan- dards and works closely with the external auditors in evaluating in advance the potential impact of these standards. COMPENSATION OF KEY MANAGEMENT PERSONNEL Total compensation of the Group’s key management person- nel amounted to US$ 16,809 thousand for the year ended 31 December 2018 (2017: US$ 14,143 thousand). Compensation of key management personnel consists of contractual salary and performance bonuses. Total compensation of the Group’s Non-Executive Directors, which consists of contractual salary, amounted to US$ 1,106 thousand in 2018 (2017: US$ 460 thousand). Key management personnel totalled 31 and 35 individuals as of 31 December 2018 and 2017 respectively. COMMITTEES ANNUAL REPORT 2018 CORPORATE GOVERNANCE OVERVIEW 80 DIRECTORS AND OFFICERS LITIGATION STATEMENT No member of the Board of Directors or of MHP’s senior man- agement has, for at least five years: 1. 2. been a senior manager or a member of the administrative or supervisory bodies of any company at the time of, or preceding, any bankruptcy, receivership or liquidation; or any convictions relating to fraudulent offences; 3. been subject to any official public incrimination and/or sanc- tion by any statutory or regulatory authority (including any designated professional body) nor had ever been disqualified by a court from acting as a member of the administrative, man- agement or supervisory bodies of a company, or from acting in the management or conduct of the affairs of a company. SHARE OPTIONS At the date of this Annual Report, neither the Company nor PJSC MHP has a share option plan and no share options have been granted to members of the Board of Directors, members of MHP’s senior management or employees. ADDITIONAL DISCLOSURES At the date of this Annual Report, no takeover bids have been made for the Company’s shares. According to the terms of the Senior Notes, the Company may be required to offer to repur- chase the Senior Notes from holders if a change in control oc- curs as a result of a takeover bid. There are no agreements between the Company and its Direc- tors or employees providing for compensation on loss of office or employment (whether through resignation, purported redun- dancy or otherwise) that would occur because of a takeover bid. NOMINATIONS AND REMUNERATION COMMITTEE Dr John C Rich, Chairman John Grant Roger Wills (from March 2019) The Committee’s main tasks are disclosed in the updated 2018 Corporate Governance Charter (Annex E): https://www.mhp.com.ua/library/file/ corporate-governance.pdf During 2018, the Committee held four meetings and all of the Committee members attended. The Nominations and Remuneration Committee Report is provided in a separate section of the An- nual Report on page 89. AUDIT COMMITTEE John Grant, Chairman Dr John C Rich Christakis Taoushanis (from November 2018) Roger Wills (from March 2019) The Committee’s main tasks are disclosed in the updated 2018 Corporate Governance Charter (Annex D): https://www.mhp.com.ua/library/file/ corporate-governance.pdf During 2018, the Committee held four meetings and the average attendance of Committee mem- bers was 100%. The Audit Committee Report is provided in a sepa- rate section of the Annual Report on page 91. ANNUAL REPORT 2018 BOARD: COMPOSITION AND PERFORMANCE 81 GOVERNANCE D R A O B S R O T C E R I D F O DR JOHN C RICH Board and committee interests • Non-Executive Chairman • • Member of the Audit Committee Chairman of the Nominations and Remuneration Committee Tenure Dr Rich joined the Board in 2006. In 2016 he was named interim Chairman of the Board of Directors of MHP S.A. and Chairman of the Nominations and Remuneration Committee. In 2017, the Board confirmed his appointment as Chairman on a permanent basis. The Corporate Governance Overview on page 77 of this Report explains that Dr Rich has recently agreed to accept responsibilities which mean he will no longer be regarded as independent. Nationality Australian Career and prior experience From 1990 to 2003, Dr Rich was an executive director of Austa- sia Pty Ltd, an agri-business conglomerate that has operations in Australia, South East Asia and China. From 1995 to 2002 he was a director of AN-OSI Pty Ltd, a company that specialised in sup- ply-chain management for feedlot beef, poultry and dairy oper- ations in Asia and Europe. Dr Rich was a specialist agri-business consultant for the IFC and IFC-invested clients until 2018. Dr Rich holds a BSc and a BVSc from the University of Sydney, is a mem- ber of the Australian College of Veterinary Scientists and a registered financial member of the Australian College of Veterinary Surgeons. He has completed a number of post-graduate courses in agricul- tural and food-related industries. Other current roles • Managing Director of Aus- tralian Agricultural Nutri- tion and Consulting Pty Ltd (AANC) Relevant skills and experience Industry • • Operations • Regulatory / risk ANNUAL REPORT 2018 BOARD: COMPOSITION AND PERFORMANCE 82 GOVERNANCE D R A O B S R O T C E R I D F O JOHN GRANT Board and committee interests Senior Independent Director • Chairman of the Audit Committee • • Member of the Nominations and Remuneration Committee Tenure Mr Grant joined the Board in 2006. Nationality British Career and prior experience Mr Grant’s previous non-executive director roles included Chair- man of Gas Turbine Efficiency plc, Hasgo Group Limited, Motor Sports Association Limited and Torotrak plc. He was also Senior Independent Director of Melrose plc, Pace plc and Wolfson Micro- electronics plc and a non-executive director of National Grid plc, Corac Group plc and the Royal Automobile Club Limited. In his executive career, he was Finance Director of Lucas Industries plc and LucasVarity plc from 1992 to 1996, and before that Direc- tor of Corporate Strategy for Ford Motor Company and Executive Deputy Chairman of Jaguar Cars. Mr Grant holds a BSc in Economics from Queen’s University Bel- fast, an MBA from Cranfield School of Management and an Honor- ary Doctorate of Engineering from the University of Bradford. Other current roles • Non-Executive Director of Augean Plc, a UK-based hazardous waste man- agement business Chairman of the British Rac- ing Drivers’ Club Limited • Relevant skills and experience Finance • Strategy • • Operations GOVERNANCE ANNUAL REPORT 2018 BOARD: COMPOSITION AND PERFORMANCE 83 D R A O B Board and committee interests Non-Executive Director • Tenure Mr Banfi joined the Board in June 2018. He had been an advisor to the Board of MHP since 2016. S ROBERTO BANFI R O T C E R I D Nationality Italian F O Career and prior experience Formerly a Specialised Corporate Consultant for BRF, Mr. Banfi was involved in scouting entries into new markets, mainly India and Malay- sia. From January 2014 to May 2016 he was BRF’s General Manager for Europe and Eurasia, at that time a € 1 billion operation generating very positive results. Mr. Banfi was at Sadia S.A from 1998 to 2009 in various executive po- sitions including Director of Sales & Marketing for the Brazilian market, Director of Global Sales and GM for the Russian and Middle East & North Africa regions. This was followed by four years as an indepen- dent consultant in agri-business operations in Latin America and board membership of a Saudi poultry operation until the end of 2013. Before joining Sadia, he was Director of National Sales in Brazil for Best Foods (nowadays part of Unilever) after gaining experience in Category Management for global corporate brands including Knorr, Hellmann’s, Mazola and Ades. He served as a Director at Swift Armor Brazil and Cica, at that time the leading canned food processor in Latin America. Born and raised in Europe, Mr Banfi has lived and worked extensively in the USA, Central and South America, Brazil, Russia, Europe and the Mid- dle East. Mr. Banfi received his MBA from Stanford University, California and an undergraduate degree from HEC - Lausanne, Switzerland. Other current roles • An Independent Consultant in the Food sector covering several geographic regions and specialising in animal proteins Relevant skills and experience • Industry • Operations ANNUAL REPORT 2018 BOARD: COMPOSITION AND PERFORMANCE 84 GOVERNANCE D R A O B S R O T C E R I D F O CHRISTAKIS TAOUSHANIS Board and committee interests • Non-Executive Director • Member of the Audit Committee Tenure Mr Taoushanis joined the Board in July 2018. Nationality Cypriot Career and prior experience Mr Taoushanis has 30 years’ of banking experience, having worked for four years with Continental Illinois National Bank of Chicago in Chicago and Greece; for 18 years with the HSBC Group in Hong Kong and Cyprus (the last 12 years as the Managing Director in Cyprus); and for eight years as the Chief Executive Officer of the Cyprus Development Bank. He is a non-executive member of the boards of various regulated and/or listed companies, mostly with international interests, such as iSignthis, Capital Intelligence and Louis. He served as non-ex- ecutive director of numerous firms and associations, including Aker Cyprus, Association of Cyprus Commercial Banks (Chairman), Bank of Cyprus, Coca Cola Hellenic (Lanitis Bros – a subsidiary), Cooperative Central Bank (Chairman), Forthnet and TDE. Mr Taoushanis is a graduate of the London School of Economics and London Business School. He has been active in the local Cypriot community and charitable organisations such as Cyprus Rotary and Phaneromeni Church. Relevant skills and experience Finance • Other current roles • A member of the board of various regulated and/or listed companies, mostly with international interests Advisor to a number of com- panies through the private firm, TTEG & Associates • ANNUAL REPORT 2018 BOARD: COMPOSITION AND PERFORMANCE 85 GOVERNANCE D R A O B S R O T C E R I D F O ROGER WILLS Board and committee interests • Non-Executive Director • Member of the Audit Committee (since 19 March 2019) • Member of the Nominations and Remuneration Committee (since 19 March 2019) Tenure Mr Wills joined the Board in December 2018. Nationality New Zeland Career and prior experience Mr Wills was born and raised in New Zealand and graduated from the University of Otago, New Zealand with majors in Accounting and Finance. He then embarked on travel overseas and worked in London in various finance roles before taking up a management consulting role with Coopers & Lybrand in Russia in 1995. Mr Wills joined leading Russian investment banking group Brunswick in 1998 and held various senior management roles in the Brunswick and UBS groups before being appointed CEO of Brunswick Capital in 2003. Mr Wills has held several non-executive directorships including Cherkizovo Group (2017-2018), the leading Russian producer of meat products, and T-Plus Group (2015-current), a major Russian listed electric and thermal energy group. Relevant skills and experience • • Accounting and Finance Industry (Poultry, Meat and Agriculture) Other current roles • Since 2007 Mr Wills has managed his own family office and focussed on in- vestment opportunities in private equity, venture cap- ital and public markets with a focus on emerging mar- kets and Eastern Europe ANNUAL REPORT 2018 BOARD: COMPOSITION AND PERFORMANCE 86 GOVERNANCE D R A O B S R O T C E R I D F O YURIY KOSYUK Board and committee interests Chief Executive Officer • Tenure Mr Kosyuk founded MHP in 1998 and is also the CEO of PJSC MHP. Nationality Ukrainian Career and prior experience In 1995 Mr Kosyuk founded the Business Centre for the Food Indus- try (BCFI) in Kyiv, Ukraine and was President until 1999. BCFI oper- ated in the domestic and export markets for grain and other agricul- tural products. Mr Kosyuk graduated in 1992 as a processing engineer in meat and milk production from the Kiev Institute of the Food Industry. Other current roles • None Relevant skills and experience Industry • • Operations • Regulatory / risk ANNUAL REPORT 2018 BOARD: COMPOSITION AND PERFORMANCE 87 GOVERNANCE D R A O B S R O T C E R I D F O YURIY MELNYK Board and committee interests Chief Operating Officer • Tenure In July 2010, Mr Melnyk was appointed First Deputy CEO of MHP. Nationality Ukrainian Career and prior experience Prior to joining MHP, Mr Melnyk held the position of Agricultural Minster for Ukraine and Deputy Prime Minister of Ukraine, as well as serving as an advisor to the Prime Minister of Ukraine. Mr Melnyk is a Doctor of Agriculture and has been a correspon- dent member of the National Academy of Sciences of Ukraine since 2002. In 2004 he was awarded the State Prize of Ukraine in science and technology. He graduated from the Academy of Agri- culture of Ukraine as a Zoo Engineer in 1985. Other current roles • None Relevant skills and experience Industry • Agriculture • ANNUAL REPORT 2018 BOARD: COMPOSITION AND PERFORMANCE 88 GOVERNANCE D R A O B S R O T C E R I D F O VIKTORIA KAPELYUSHNAYA Board and committee interests Chief Financial Officer • Tenure Ms Kapelyushnaya joined MHP in 1998 and was appointed to the Board in 2006. She is also Finance Director at PJSC MHP. Nationality Ukrainian Career and prior experience Ms Kapelyushnaya was previously Deputy Chief Accountant and subsequently Chief Accountant of the Business Centre for the Food Industry (BCFI). She holds diplomas in meat processing engineering (1992) and fi- nancial auditing (1998) from the Kiev Institute of the Food Industry. Other current roles • None Relevant skills and experience Industry • Finance • Regulatory / risk • GOVERNANCE ANNUAL REPORT 2018 NOMINATIONS AND REMUNERATION COMMITTEE REPORT 89 S N O I T A N M O N I N O I T A R E N U M E R D N A T R O P E R E E T T I M M O C THE NOMINATIONS AND REMUNERATION COM- MITTEE (“THE COMMITTEE”) HAS OVERALL RE- SPONSIBILITY FOR MAKING RECOMMENDATIONS ON ALL NEW APPOINTMENTS TO THE BOARD It also has responsibility for ensuring that the Board and its Committees have the appropriate balance of skills, experience, independence, diversity and knowledge of the Company to en- able members to discharge their respective duties and respon- sibilities effectively; and for setting the remuneration policies across the Company. MEMBER Dr John Rich (Chairman) John Grant NO OF MEETINGS 4/4 4/4 Dr John Rich, Chairman, Nominations and Remuneration Committee GOVERNANCE THE PRINCIPAL RESPONSIBILITIES OF THE COMMITTEE ARE TO: a. ensure the Company has exceptional people who occupy appropriate positions and who have the necessary incen- tives to achieve, and are fully compensated for, exceptional performance; b. set the overarching principles and parameters of Remuner- c. ation Policy across the Company; and review the Company’s workforce requirements and ensure suf- ficient depth of management to support expansion and suc- cession. The Committee is expected to meet not less than twice a year. During 2018, the Committee met four times and the attendance of its members at these Committee meetings is shown in the table above. The Committee’s terms of reference, which were last revised in May 2018, are available to view on the Compa- ny’s website in the Corporate Governance Charter (Annex E) at https://www.mhp.com.ua/library/file/corporate-governance.pdf. Further details regarding the Committee’s composition, areas of focus in 2018 and diversity policy are set out below. COMPOSITION The Corporate Governance Overview on page 76 of this Report explains that the Committee’s Chairman, Dr John Rich, has recent- ly agreed to accept responsibilities which mean he will no longer be regarded as independent. The Committee has therefore been strengthened by the appointment of a further independent Non-Ex- ecutive Director. Roger Wills was appointed to the Committee on 19 March 2019. His biography can be found on page 85. The Committee was chaired by Dr John Rich. John Grant also served on the Committee throughout the year. The Company Secretary acts as secretary to the Committee. On occasion, the Committee invites the Chief Executive, the Chief Financial Of- ficer or the Group HR Director to attend discussions where their input is required. AREAS OF FOCUS IN 2018 The principal focus of the Committee during 2018 was to consid- er the items set out below. • • The Committee considered the composition and balance of the Board and the timing of future Board changes. It also reviewed the succession plans in place in respect of Exec- utive Directors and Non-Executive Directors in conjunction with the provisions of the UK Corporate Governance Code and best practice. Specifically, the Committee accepted the resignation of Mr Will Richards from the Board due to his inability to meet the necessary time commitments re- quired by MHP’s Board duties. The Committee appointed Mr Roberto Banfi, an industry expert, to add to the Board’s level of skills. The Committee also appointed Mr Roger Wills, an experienced finance executive with significant experience in Russia and Eastern Europe who was previ- ously employed by Coopers & Lybrand, Moscow followed by leading investment banks Brunswick and UBS in Rus- sia. Mr Wills has prior experience at Board level in the pol- try, meat and agriculture industries. Christakis Taoushanis was also appointed to the Board and brings with him over 30 years’ experience in banking in Europe, the US and Asia. The Committee continued throughout the year and beyond to look for opportunities to strengthen the Board. The Committee considered and approved the continuing education programme for Non-Executive Directors for 2019. This includes membership of the Institute of Directors (IoD) and attendance at courses run by the IoD’s and Deloitte’s respective academies. In addition, a plan of continuing education recommendations has been made for senior management executives with an emphasis on courses be- ing held at well known institutions in the UK and the USA. • The Committee conducteed a remuneration review of the Board and the senior management team. During 2018 new sen- ior management salaries were recommended and adopted. ANNUAL REPORT 2018 NOMINATIONS AND REMUNERATION COMMITTEE REPORT 90 DIVERSITY POLICY The Board recognises the importance of fully considering di- versity matters (including ethnicity, social background, creed, gender and age) when ensuring that the best candidates are selected for membership of the Board and to ensure that the Board has an optimal blend of experience and knowledge. It is committed to the principles of equality of opportunity for all employees. Dr John Rich Chairman, Nominations and Remuneration Committee 1 April 2019 THE COMMITTEE IS EXPECTED TO MEET NOT LESS THAN TWICE A YEAR ANNUAL REPORT 2018 AUDIT COMMITTEE REPORT 91 GOVERNANCE T R O P E R E E T T I M M O C T I D U A I AM PLEASED TO PRESENT THE 2018 REPORT OF THE AUDIT COMMITTEE, WHICH DESCRIBES HOW THE COMMITTEE HAS CARRIED OUT ITS RESPONSIBILITIES DURING THE YEAR The Audit Committee (“the Committee”) is responsible for the in- tegrity of the Group’s financial reporting and its internal control and risk management processes. The Committee also makes rec- ommendations to the Board on the appointment of external and internal auditors, and oversees their activities. MEMBER John Grant (Chairman) John Rich Will Richards (resigned October 2018) Christakis Taoushanis (appointed November 2018) NO OF MEETINGS 4/4 4/4 3/3 1/1 Mr John Grant, Chairman, Audit Committee GOVERNANCE ROLE AND RESPONSIBILITIES The Committee’s role and responsibilities are set out in its terms of reference, which can be viewed on the Company’s website in the Corporate Governance Charter (Annex C) at https://www. mhp.com.ua/library/file/corporate-governance.pdf. The Com- mittee is responsible for protecting the interests of shareholders with respect to the integrity of financial information published by the Company and the effectiveness of the audit. The Committee is responsible specifically for: • reviewing and monitoring the integrity of the financial statements, including the Annual Report and any formal announcements relating to financial performance; ensuring compliance with legal and regulatory require- ments; keeping under review the effectiveness of the Company’s financial reporting, risk management and internal control systems; reviewing the independence, objectivity and effectiveness of the external auditors, and making recommendations to the Board regarding the appointment, re-appointment and replacement of external auditors and their terms of en- gagement; reviewing policy and practice regarding provision of non-audit services by the external auditor; considering the requirement for, and monitoring the effec- tiveness of, internal audit; ensuring compliance with accounting standards and con- sistency of accounting policies; reviewing and challenging the going concern assump- tion; and reviewing the Annual Report and financial statements to ensure they are fair, balanced and understandable. • • • • • • • • ANNUAL REPORT 2018 AUDIT COMMITTEE REPORT 92 SIGNIFICANT ISSUES RELATED TO THE FINANCIAL STATEMENTS The Committee undertook the following recurring activities in relation to the financial statements: • reviewed and agreed the scope of the audit work to be un- dertaken by the external auditor; considered the external auditor’s report on their audit of the full year results; reviewed the Annual Report and annual and quarterly fi- nancial statements to ensure they were fair, balanced and understandable and provided the information necessary for shareholders to assess the Company’s position and performance, business model and strategy, and advised the Board accordingly; considered the processes in place for the valuation of as- sets, including the reasonableness and consistency of as- sumptions; and reviewed the effectiveness of the Company’s risk manage- ment and internal controls. • • • • MEETINGS IN 2018 COMPOSITION At the end of 2018, the Committee comprised three Non-Exec- utive Directors. Two of these Directors are considered by the Board to be independent. The Chairman of the Committee is John Grant, who has recent and relevant financial experience in a wide range of senior Non-Executive roles (see biography on page 82). The Corporate Governance Overview on page 76 of this Report explains that Committee member, Dr John Rich, has recently agreed to accept responsibilities which mean he will no longer be regarded as independent. The Committee has therefore been strengthened by the appointment of two further independ- ent Non-Executive Directors. Christakis Taoushanis joined the Committee in November 2018 and Roger Wills was appointed to the Committee on 19 March 2019. Their biographies can be found on pages 84 and 85. The Committee Chairman invites the Chief Financial Officer, the Head of Internal Control, the Head of Internal Audit and senior representatives of the external auditor to attend meetings as ap- propriate. The Committee has the right to invite any other direc- tor or employee to attend meetings as it considers appropriate. The Committee meets with the external auditors at least once a year in the absence of management. MEETINGS IN THE YEAR The Committee meets at least four times a year. The scheduling of meetings is intended to align with the financial reporting time- table, enabling the Committee to review the annual and quar- terly financial statements, to agree the audit plan in advance of the full year audit, and to maintain oversight of the Group’s in- ternal controls and processes. In 2018, the Committee met four times. The attendance of members at these meetings is shown in the table at the previous page. GOVERNANCE ANNUAL REPORT 2018 AUDIT COMMITTEE REPORT 93 AREAS OF FOCUS FOR THE FINANCIAL STATEMENTS Significant issue considered How the issue was addressed by the Committee VALUATION OF PROPERTY, PLANT AND EQUIPMENT Except for land and other fixed assets that are carried at historical cost less accumulated depreciation, all other groups of property, plant and equipment are carried at revalued amounts, being their fair value at the date of the revaluation less any subsequent depreciation and impairment losses. VALUATION OF BIOLOGICAL ASSETS Valuation of biological assets requires the use of complex models and a number of assumptions to arrive at fair values. REVENUE RECOGNITION There is а presumed risk of misstatement on revenue recognition due to fraud. COMPLIANCE WITH BOND AND BANK COVENANTS Continued compliance with covenants included in bond and bank debt agreements is a prime focus for the Committee. TAX RISKS In view of the ambiguity of tax legislation, certain transactions may be challenged by the relevant governmental authorities. UKRAINE COUNTRY RISK In view of the continuing crisis in Ukraine, the Committee required assurance that the implications had been fully recognised in considering the Company’s status as a going concern. GOING CONCERN Assessment of the going concern assumptions, taking account of political and economic uncertainties in Ukraine. The Committee reviewed management’s approach, including the use of an independent external valuation expert, and confirmed with the auditors that they had assessed the competence and independence of the valuer and verified that the methods and assumptions used were appropriate and consistent with accounting standards. The Committee reviewed the assumptions and judgements applied by management and verified the reasonableness of input data and the accuracy of calculations. The Committee confirmed that appropriate procedures had been undertaken to address the risk. The Committee verified that appropriate stress tests, taking account of potential depreciation of the Ukrainian currency, had been performed and that it was satisfied with the Company’s position. The Committee confirmed that tax and legal experts had been engaged to evaluate the Company’s tax position and that they had reviewed the adequacy and accuracy of tax contingency disclosures in the financial statements. The Committee ensured that appropriate procedures had been followed to evaluate the Company’s exposure to political, economic and legal risks. The Committee confirmed that appropriate safeguards were in place to mitigate these risks, and that all relevant disclosures were made in the financial statements. The Committee reviewed the assumptions underlying the assessment of the Company’s ability to continue as a going concern and, after considering the stress tests undertaken by the auditor, supported management’s recommendation that the going concern assumption continued to be appropriate. GOVERNANCE EXTERNAL AUDIT Auditor rotation In accordance with European regulatory requirements and the guidance provided by the Competition and Markets Authority regarding the statutory audit of public-interest entities, the Com- pany was required to conduct a tender process to select the provider of the statutory audit with effect from the 2017 financial year. Deloitte Audit S.a.r.l. (Luxembourg) had been the Compa- ny’s auditor since 2003. As reported previously, at the conclu- sion of a comprehensive selection process, in December 2016 the Committee decided, based on its assessment of which of the four candidate firms had the strongest capabilities, that Deloitte Audit S.a.r.l. should be re-appointed as statutory auditor. In October 2017, due to the migration of the corporate office from Luxembourg to Cyprus, the Company’s shareholders resolved to terminate the mandate of Deloitte S.a.r.l. and to appoint Deloitte Cyprus as the auditor of the Company. It was noted that there had been no conflict with Deloitte S.a.r.l’s audit report. Assessment of effectiveness The Committee assessed the effectiveness of the auditor fol- lowing completion of the audit of the 2017 accounts. The Com- mittee remains satisfied with the quality, integrity and effective- ness of the work undertaken by the external auditor. Non-audit services A policy is in place covering engagement of the external audi- tor for the supply of non-audit services to ensure that its inde- pendence and objectivity are not impaired. An analysis of fees earned by the external auditor for audit and non-audit services can be found in Note 8 to the financial statements. EU and Competition Commission rules that became effective in 2016 specify that the cost of non-audit services provided by the external auditor will be limited to 70% of the average audit fee for the previous three years. As no cap applies during the first three years, the first year for which the cap applies will be 2020. This is not expected to have a material impact on the Company. It is the Committee’s intention to ensure future non-audit servic- es are provided by a number of different firms to ensure both independence of the external audit and best quality and best value provision of non-audit services. • • • assessing the efficiency and effectiveness with which re- sources are employed; liaising with external auditors in audit planning and assist- ing the external auditors as required; and investigating any instances of fraud, irregularity or corruption. ANNUAL REPORT 2018 AUDIT COMMITTEE REPORT 94 Auditor objectivity and independence The Committee has a policy and procedures in place to ensure that auditor independence and objectivity are never compro- mised. These include approval requirements for engagement of the external auditor for non-audit services, periodic review of the cost of non-audit services provided by the external au- ditor and requirements for rotation of the audit partner every 7 years. Each year, the auditor is required to provide evidence to the Committee of how it believes its independence and ob- jectivity have been maintained. Based on these requirements and procedures, the Committee remains confident that auditor independence and objectivity have been maintained. INTERNAL AUDIT The Company has an Internal Audit function whose primary pur- pose is to provide independent assurance to management and the Committee, and hence the Board, on the Company’s risk management and control environment. Internal Audit coverage includes all of the Company’s operations, resources, services and responsibilities to other bodies, with no department or busi- ness unit of the Company being exempt from review. Internal Audit responsibilities include: • examining and evaluating the adequacy of the Company’s system of internal control; assessing the reliability and accuracy of information pro- vided to stakeholders; assessing compliance with statutory and regulatory re- quirements; assessing compliance with Company policies and procedures; ensuring that the Company’s assets are properly account- ed for and safeguarded; • • • • The Internal Audit programme is approved annually by the Committee and the Head of Internal Audit reports findings peri- odically to the Committee. Following the resignation of the pre- vious incumbent, a new Head of Internal Audit was appointed in May 2018. RISK MANAGEMENT AND INTERNAL CONTROL The Committee monitors the effectiveness of the Company’s risk management and control systems through regular updates from management, reviews of the key findings of the external and internal auditors and an annual review of the risk manage- ment process and risk matrix. Results are reported regularly to the Board, which has overall responsibility for risk management. The annual review covers key risks that could potentially im- pact the achievement of MHP’s strategic and financial objec- tives. New risks and changes in existing risks are identified on a continuous basis. A risk scoring system is used to help quantify both the probability and potential impact of each major risk after the effect of mitigating actions, to assess residual risks against the Company’s risk appetite and to prioritise further risk man- agement actions. The Company’s approach to the identification and assessment of risks, and the response to risks, is based on best business practices and international COSO Enterprise Risk Management standards. No incidents of significant control weaknesses or failures were identified at any time during the year. John Grant Chairman, Audit Committee 1 April 2019 GOVERNANCE T R O P E R T N E M E G A N A M ANNUAL REPORT 2018 MANAGEMENT REPORT 95 DISCLOSURES ELSEWHERE IN THE ANNUAL REPORT ARE CROSS-REFERENCED WHERE APPROPRIATE. TAKEN TOGETHER, THEY VOLUNTARILY FULFIL THE MAJORITY OF THE COMBINED REQUIREMENTS OF THE UK COMPANIES ACT 2006, THE UK DISCLOSURE AND TRANSPARENCY RULES, THE LISTING RULES OF THE UK FINANCIAL CONDUCT AUTHORITY AND THE UK CORPORATE GOVERNANCE CODE. THE COMPANY’S MINIMUM LEGAL REQUIREMENT IS TO COMPLY WITH THE REPORTING OF DISCLOSURE REQUIREMENTS OF CYPRUS, WHERE IT IS DOMICILED PRINCIPAL ACTIVITIES AND REVIEW OF THE BUSINESS MHP is a leading international agro-industrial company and the largest producer of chicken in Ukraine*. The Company operates a vertically-integrated business model, owning and operating each of the key stages of chicken production processes, with the objec- tive of maximising self-sufficiency and efficiency in production costs by consolidating multiple steps in the value-chain. The business is organised into and operates through three business segments: Poultry and Related Operations Segment; Grain Growing Operations Segment; and Other Agricultural Operations Segment. Key to the Company’s approach to managing waste and mi- nimising its use of energy is MHP’s biogas programme, which enables the recycling of waste including husk and manure. Its first plant, with 5 MWs of capacity, is in operation and a further biogas complex with 24 MWs of capacity is under construction. POULTRY AND RELATED OPERATIONS SEGMENT The Poultry and Related Operations Segment produces and sells chicken meat (fresh and frozen), vegetable oils (sunflow- er and soybean) and mixed fodder. It incorporates three poultry farms and two breeding farms, three sunflower oil plants, two soybean crushing plants and three feed mills. * Source: SSCU 2018 production figures were as follows: • Three chicken meat complexes produced 617,943 tonnes of chicken meat; Two breeding farms produced 459,309,450 hatching eggs; Three sunflower oil plants produced 314,115 tonnes of oil; • • • One soybean crushing plant produced 39,066 tonnes of oil; and Three feed mill plants produced 1,660,958 tonnes of meal. • GRAIN GROWING OPERATIONS SEGMENT The Grain Growing Operations Segment grows crops for fodder production and for sale to third-parties. In 2018 MHP’s total landbank constituted 378,293 hectares (ha) of land of which 369,314 ha were in grain cultivation incorporating a number of arable farms in Ukraine. MHP harvested 362,820 ha of land yielding 2,654,422 tonnes of crops. Grain storage facilities were 1,590,000 m3 and 694,395 tonnes capacity in plastic bags. OTHER AGRICULTURAL OPERATIONS SEGMENT The Other Agricultural Operations Segment predominantly pro- duces and sells sausage and cooked meat, convenience foods and produce from cattle and milk operations. It incorporates two facilities for producing prepared meat prod- ucts and a number of mixed farms. The meat-processing opera- tion is the Segment’s flagship business, producing 33,975 tonnes of meat-processing products and 17,997 tonnes of convenience foods in 2018. GOVERNANCE FUTURE DEVELOPMENTS The Executive Management team believe there are ample op- portunities for growth both internationally and within Ukraine. In Ukraine, customers tend to buy domestically produced chicken, choosing from the wide range of poultry products that MHP de- velops and offers to its customers. These products are both more affordable than pork and beef and fresher than imported meat. Exports of chicken meat balance MHP’s total sales and provide higher margins compared to local sales. MHP’s strategy is: • • • • • To expand poultry production capacity during the period 2019-2022; To explore merger and acquisition opportunities and to potentially acquire further meat-processing and/or poultry production businesses in the EU and/or MENA regions; To continue export expansion through sales diversification and market targeting; To continue establishing international sales and distribution offices and potentially joint ventures; To increase production efficiency through modernisation and innovation, improvement in cost and quality control, use of up-to-date technology, and increased vertical integration; ANNUAL REPORT 2018 MANAGEMENT REPORT 96 • • • • • • To maintain its “continuous improvement” approach to the Company’s already high biosecurity standards, environ- mental standards, health and safety procedures and animal welfare practices; To promote and develop the Company’s strong brands through consumer-driven innovation and the introduction of new products; To increase the Company’s presence in value-added food products such as processed meat and convenience food; To expand alternative energy projects (e.g. biogas); To potentially expand the Company’s landbank to around 500,000 hectares over the medium term in order to further reduce the dependence on third-party suppliers of ingredi- ents for fodder, and to provide additional hard currency rev- enues from grain export sales; and To continue to develop our local stakeholder relationships in partnership with our local communities and business partners. GOVERNANCE BOARD MEETINGS During 2018, the Board of Directors held six meetings with a 100 % attendance rate. Directors attended meetings in person and occasionally via conference call. The Board of Directors has also approved their decisions through 18 circular resolutions. The Board conducts regular effectiveness reviews in order to evalu- ate its performance as well as that of its committees and individual Directors. The evaluation process is normally initiated by a question- naire and then supplemented by individual interviews by the Chair with each of the Directors. The conclusions are analysed by the Board to further strengthen its composition and performance. At the end of each year, MHP’s Non-Executive Directors have a regular meeting to discuss and to evaluate the performance of the executive Directors. The latest meeting took place in London, UK, in December 2018. The results of the evaluation are usually com- municated to executive Directors at the first Board meeting of the following year. AGM The next AGM will take place on 19 June 2019 at noon at 16-18 Zinas Kanther Street, Agia Triada, 3035 Limassol, Cyprus. The 2019 AGM notice will be posted on the Company’s web- site at https://www.mhp.com.ua/en/investor-relations/corpo- rate-governance/MHP-S-E-Cyprus/annual-general-meeting. BOARD OF DIRECTORS The biographical details of the current serving Directors are set out on pages 81 to 88. The Directors who served during the year were: Mr Roberto Banfi (appointed to the Board in June 2018); Mr John Grant; Ms Viktoria Kapelyushnaya; Mr Yuriy Kosyuk; Mr Yuriy Melnyk; Mr William Rich- ards (stood down from the Board in October 2018); Dr John Rich; Mr Christakis Taoushanis (appointed to the Board in July 2018); and Mr Roger Wills (appointed to the Board in December 2018). ANNUAL REPORT 2018 MANAGEMENT REPORT 97 More information on Board developments and changes during the year can be found in the Chairman’s Statement on pages 18 to 21. ownership interest in Agrofort to 100% through the acquisition of a non-controlling interest. DIRECTORS’ INTERESTS The interests of Non-Executive Directors in MHP’s GDRs are shown in the table below. RESEARCH AND DEVELOPMENT Sustaining significant investment in R&D is fundamental to the Company’s long-term growth strategy. John Rich John Grant Roberto Banfi 25,000 17,000 15,000 MHP employs state-of-the-art technology throughout its oper- ations. Our target is to sustain our position as a world leader in poultry production, cost control and efficiency levels at the same time as adopting a sustainable and responsible approach to society, the environment and animal welfare. DIRECTORS’ INDEMNITY ARRANGEMENTS The Directors have the benefit of a Directors’ liability insurance policy and the Company has entered into qualifying third-party indemnity arrangements with them, as permitted by the Compa- nies Act 2006. The policy was in force throughout 2018, at the year end, and continues in force at the date of this Report. The Directors are permitted to take independent legal advice at the Company’s expense within set limits in furtherance of their duties. DIVIDEND POLICY In March 2013 the Board of Directors approved the adoption of a dividend policy that maintains a balance between the need to invest in further development and the right of shareholders to share the net profits of the Company. BUSINESS REVIEW AND RISKS A review of the Group’s performance and the key risks and uncer- tainties which face the business as well as details on likely de- velopments can be found in the Chairman’s Statement on pages 18 to 21 and Risk Management on pages 58 to 70 of this Report. CORPORATE RESPONSIBILITY REPORTING The Group initiated Corporate Responsibility reporting in 2015 and issues a separate Corporate Responsibility Report (Non-Fi- nancial Report) annually. This Report includes information for MHP’s material stakeholders and applies the latest applicable GRI reporting framework. The dividend policy confirms the Company’s intention to pay an- nual dividends to shareholders. The Company paid dividends of US$ 80 million in 2018 (2017: US$ 80 million). The latest Corporate Responsibility Report (Non-Financial Re- port) is for 2017 and can be found in the “Sustainable Develop- ment” section of the Company’s website at: https://www.mhp. com.ua/en/responsibility/sustainable-development. The Board has recommended an interim dividend of US$ 0.7474 per share, amounting to US$ 80 million (2017: US$ 0.7492 per share). The Company expects the 2018 Report to be available in June 2019. SIGNIFICANT SHAREHOLDERS AND RELATED PARTY TRANSACTIONS In December 2018, the Group exchanged 256,414 of its shares in the form of GDRs held in treasury to increase its effective Summary Corporate Responsibility information is also included on pages 71 to 74 within this Annual Report. BRANCHES MHP does not have any branches. ANNUAL REPORT 2018 MANAGEMENT REPORT 98 The Company has chosen, in accordance with Section 414 C(11) of the UK Companies Act 2006, and as noted in this Man- agement Report, to include certain matters in its Strategic Re- port that would otherwise be required to be disclosed in this Management Report. The Strategic Report can be found on pages 3 to 24. APPROVAL Approved by the Board and signed on its behalf by: Dr John Rich Chairman of the Board of Directors of MHP SE GOVERNANCE GOING CONCERN After reviewing the 2019 budget and longer-term plans, the Di- rectors are satisfied that, at the time of the approval of the finan- cial statements, it was appropriate to adopt the going concern basis in preparing the financial statements of the Group. POLITICAL DONATIONS The Group did not make any political donations or incur any political expenditure during the year. COMMUNICATION WITH SHAREHOLDERS The Directors highlight the importance of effective and clear communication with shareholders. During 2018 shareholders had a number of meetings and discussions with Board mem- bers, predominantly with Mr Yuriy Kosyuk, Dr John Rich, and Ms Viktoria Kapelyushnaya, including meetings during roadshows, at conferences and regular conference calls. In order to facilitate communication with Independent Directors, the Board has introduced a direct communication channel be- tween shareholders and independent Directors and provides direct contact details through the Investor Relations Director. Details can be found at http://www.mhp.com.ua/en/investor-re- lations/ir-contacts. EVENTS AFTER THE BALANCE SHEET DATE On 15 February 2019, MHP received clearance from the Slove- nian Competition Protection Agency for its acquisition of Pe- rutnina Ptuj, a well-established international food-processing company and the most important and largest producer of poul- try meat and poultry meat products in Southeast Europe. The acquisition had already received clearance from regulators in Austria, North Macedonia, Serbia and Romania. On 21 February 2019, MHP completed its acquisition of Perut- nina Ptuj. DISCLOSURE OF INFORMATION TO AUDITORS So far as each Director is aware, all information relevant to the audit of the Group’s consolidated financial statements has been supplied to the Group’s auditors. Each Director has taken all steps that he/she ought to have taken in his/her duty as a Direc- tor in order to make himself/herself aware of any relevant audit information and to establish that the Group’s auditors are aware of that information. The independent auditors, Deloitte Limited, have expressed their willingness to continue in office and a resolution authoris- ing the Board of Directors to fix their remuneration will be sub- mitted at the forthcoming Annual General Meeting. ADDITIONAL DISCLOSURES Other information that is relevant to the Management Report, and which is incorporated by reference into this Report, can be located as follows: Corporate Governance Overview Pages 76 to 80 GOVERNANCE R E D L O H E K A T S T N E M E G A G N E We understand how important it is for the Company’s stakehold- ers (shareholders, bondholders, IFIs, rating agencies, financial media etc) to be able to access information about its develop- ment, results and strategy. We work to ensure that stakeholder communications are conducted regurarly and effectively. The financial calendar is published on MHP’s website and is kept up to date. Key personnel who interface with stakeholders include our Non-Executive Directors, Senior Executives and our Director of Investor Relations. Further details are shown below. ANNUAL REPORT 2018 STAKEHOLDER ENGAGEMENT 99 NON-EXECUTIVE DIRECTORS: Dr John Rich, Chairman of the Board Mr John Grant, Senior Independent Director EXECUTIVE DIRECTORS: Mr Yuriy Kosyuk, CEO Ms Victoria Kapelyushna, CFO Ms Anastasiya Sobotyuk, Director of Investor Relations During 2018 MHP participated in six conferences organised by investment banks from the US, the UK and Ukraine and had over 140 meetings with investment funds. MHP conducted a road- show with CEO and CFO participation. In order to update MHP’s shareholders regularly on operational and financial results, MHP issues press releases and hosts reg- ular investor calls with top management. In 2018 MHP issued eight press releases dedicated to quarterly, semi-annual and annual updates, and held four conference calls. In 2018 the Company had one AGM. and two EGMs. The major resolutions agreed at the meetings related to the adoption of the Company’s new corporate governance code, new share dealing code, re-appointment of auditors, appointment of a new director, and re-appointment of Board directors. MEETINGS WITH INVESTMENT FUNDS FINANCIAL STATEMENTS FINANCIAL STATEMENTS CONTENTS ANNUAL REPORT 2018 101 STATEMENT OF THE BOARD OF DIRECTORS’ RESPONSIBILITIES FOR THE PREPARATION AND APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED 31 DECEMBER 2018 ............................................. 102 INDEPENDENT AUDITOR’S REPORT ............................................................................................................... 103 CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED 31 DECEMBER 2018 Consolidated statement of profit or loss and other comprehensive income ....................................... 109 Consolidated statement of financial position ..................................................................................................111 Consolidated statement of changes in equity ............................................................................................... 112 Consolidated statement of cash flows .............................................................................................................114 Notes to the Consolidated financial statements ........................................................................................... 115 1. Corporate information ....................................................................................................................................... 115 2. Changes in the group structure..................................................................................................................... 116 3. Summary of significant accounting policies ...............................................................................................117 4. Critical accounting judgments and key sources of estimation uncertainty ......................................134 5. Segment information ........................................................................................................................................135 6. Revenue ...............................................................................................................................................................138 7. Cost of sales ........................................................................................................................................................138 8. Selling, general and administrative expenses ..........................................................................................139 9. Government grants income ............................................................................................................................139 10. Finance costs ................................................................................................................................................... 140 11. Income tax ...........................................................................................................................................................141 12. Property, plant and equipment ....................................................................................................................142 13. Land lease rights ..............................................................................................................................................145 14. Other non-current assets, net .......................................................................................................................146 15. Biological assets ..............................................................................................................................................146 16. Inventories .........................................................................................................................................................149 17. Agricultural produce ........................................................................................................................................149 18. Taxes recoverable and prepaid ...................................................................................................................149 19. Trade accounts receivable, net ...................................................................................................................149 20. Other current assets ...................................................................................................................................... 151 21. Cash and cash equivalents .......................................................................................................................... 151 22. Shareholders’ equity...................................................................................................................................... 151 23. Non-controlling interests ............................................................................................................................. 152 24. Bank borrowings .............................................................................................................................................153 25. Bonds issued ....................................................................................................................................................154 26. Finance lease obligations ........................................................................................................................... 156 27. Other current liabilities ..................................................................................................................................157 28. Related party balances and transactions ...............................................................................................157 29. Contingencies and contractual commitments ....................................................................................... 158 30. Dividends ......................................................................................................................................................... 160 31. Fair value of financial instruments ............................................................................................................. 160 32. Risk management policies .......................................................................................................................... 162 33. Pensions and retirement plans ...................................................................................................................167 34. Earnings per share .........................................................................................................................................167 35. Subsequent events .........................................................................................................................................167 36. Authorization of the consolidated financial statements ......................................................................167 FINANCIAL STATEMENTS ANNUAL REPORT 2018 102 T N E M E T A T S D R A O B E H T STATEMENTS AS OF AND FOR THE YEAR ENDED 31 DECEMBER 2018 The Board of Directors is responsible for the preparation of the consoli- dated financial statements that give a true and fair view of the financial position of MHP SE (the “Company”) and its subsidiaries (the “Group”) as of 31 December 2018 and of the consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies. ’ RESPONSIBILITIES FOR THE PREPARATION AND APPROVAL OF THE CONSOLIDATED FINANCIAL S R O T C E R I D In preparing the consolidated financial statements, the Board of Directors is responsible for: • properly selecting and applying accounting policies; • presenting information, including accounting policies, in a manner that provides relevant, reliable, comparable and un- derstandable information; In accordance with Article 9 sections (3c) and (7) of the Transparency Re- quirements (Traded Securities in Regulated Markets) Law 190 (1) / 2007 until 2013, we, the members of the Board of Directors responsible for the drafting of the consolidated financial statements of MHP SE for the year ended 31 December 2018, on the basis of our knowledge, declare that: a) the consolidated financial statements which are presented on (i) have been prepared in accordance with the applicable International Financial Reporting Standards as adopted by the European Union and the provisions of article 9 section (4) of the law, and The consolidated financial statements of the Group as of and for the year ended 31 December 2018 were authorized for issue by the Board of Directors on 19 March 2019. Board of Directors’ responsibility statement pages 109 to 167: • providing additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Group’s consolidated financial position and financial performance; • making an assessment of the Group’s ability to continue as a going concern. The Board of Directors, within its competencies, is also responsible for: • designing, implementing and maintaining an effective and sound system of internal controls, throughout the Group; • maintaining adequate accounting records that are sufficient to show and explain the Group’s transactions and disclose with rea- sonable accuracy at any time the consolidated financial position of the Group, and which enable them to ensure that the consoli- dated financial statements of the Group comply with IFRS; • maintaining statutory accounting records in compliance with local legislation and accounting standards in the respective jurisdictions; • taking such steps as are reasonably available to them to safe- guard the assets of the Group; and • preventing and detecting fraud and other irregularities. (ii) provide a true and fair view of the assets and liabilities, the financial position and the profit or loss of the Compa- ny’s and subsidiary companies, consolidated financial statements as a whole and b) the Management report provides a fair review of the develop- ments and the performance of the business and the financial position of the Group included in the consolidated accounts taken as a whole, together with a description of the main risks and uncertainties which they face. On behalf of the Board: Director Director Director Director Director Director Director Director Yuriy Kosyuk John Grant Viktoria Kapelyushnaya John Clifford Rich Yuriy Melnyk Christakis Taoushianis Roberto Banfi Roger Wills F O F O FINANCIAL STATEMENTS ANNUAL REPORT 2018 103 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF MHP SE REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS Opinion Basis for Opinion We have audited the consolidated financial statements of MHP SE (the “Company”), and its subsidiaries (the “Group”), which are presented in pages 109 to 167 of the consolidated financial state- ments and comprise the consolidated statement of financial posi- tion as at 31 December 2018, and the consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, and notes to the consolidated financial state- ments, including a summary of significant accounting policies. In our opinion, the accompanying consolidated financial state- ments give a true and fair view of the consolidated financial po- sition of the Group as at 31 December 2018, and of its consoli- dated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113. We conducted our audit in accordance with International Stan- dards on Auditing (ISAs). Our responsibilities under those stan- dards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We remained independent of the Group through- out the period of our appointment in accordance with the In- ternational Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to our audit of the consolidated financial statements in Cyprus, and we have ful- filled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to pro- vide a basis for our opinion. FINANCIAL STATEMENTS ANNUAL REPORT 2018 104 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF MHP SE REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS Key audit matters incorporating the most significant risks of material misstatements, including assessed risk of material misstatements due to fraud Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key Audit Matter Valuation of biological assets The Group’s policy is to measure biological assets at fair value in accordance with IAS-41 Agricul- ture (“IAS 41”). As of 31 December 2018, the carrying amount of biological assets was USD 202,682 thousand, of which USD 179,290 thousand was classified within current assets and USD 23,392 thousand with- in non-current assets. Current biological assets mainly comprise breeders held for hatchery egg production, crops in fields and broilers. Non-current biological assets mainly comprise milk cows. For determining the fair value of biological assets, the Group uses the discounted cash flow tech- nique as well as market prices of livestock of similar age, breed and genetic merit. This valuation is significant to our audit because the assessment process is complex and judgmen- tal. It is based on assumptions that are affected by expected market or economic conditions, which can vary over time. The key assumptions used in the preparation of the discounted cash flow tech- nique (see notes 4 and 15 to the consolidated financial statements) are: • average meat output for broilers and livestock for meat production; • average productive life of breeders and cattle held for regeneration and milk production; • expected crops output; • estimated changes in future sales prices; • projected production costs and costs to sell; and, • discount rate. How our audit addressed the Key Audit Matter We have performed the following audit procedures in order to address the risks of material mis- statement associated with this key audit matter: • We obtained an understanding of the controls surrounding the valuation process for biological assets. • We assessed the competence, capabilities, experience and objectivity of the preparers of valuation, and verified their qualifications. • We confirmed that the valuation methods used are in accordance with IAS 41 and consistent with international valuation standards and industry norms. • We challenged management’s assumptions with reference to historical data (yields) and, where applicable, external benchmarks (yields, prices) and market data noting the assump- tions used fell within an acceptable range. • We evaluated the reasonableness and appropriateness of the discount rate with the assis- tance of our internal valuation specialists. • We performed a sensitivity analysis on the significant assumptions to evaluate the extent of impact on the fair values and assessed the appropriateness of the Group’s disclosures relat- ing to these sensitivities (note 15 to the consolidated financial statements). • We considered the appropriateness of all related disclosures provided in the consolidated financial statements (note 15 to the consolidated financial statements). No significant issues were noted as a result of our testing. FINANCIAL STATEMENTS ANNUAL REPORT 2018 105 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF MHP SE REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS Key Audit Matter Impairment losses on financial instruments As described in note 3 to the consolidated financial statements, the Group has adopted IFRS 9 “Financial Instruments” for the first time for the year beginning 1 January 2018. We consider the adoption of the new standard to be a key audit matter in relation to the calculation of Expected Credit Losses (ECL) of financial assets. IFRS 9 is a new and complex accounting stan- dard which requires considerable judgment and interpretation in its implementation, in particular around the calculation of ECL. Key areas of judgment included: • The interpretation of the requirements to determine impairment under application of IFRS 9, which is reflected in the Group’s ECL model. • Assumptions used in the ECL model such as the financial condition of the counterparty, ex- How our audit addressed the Key Audit Matter We have performed the following audit procedures in order to address the risks of material mis- statement associated with this key audit matter with the assistance of our internal experts: • We evaluated whether the management’s modelling approach and the accounting policies are appropriate and incorporate the requirements of IFRS 9 and guidance issued by relevant bodies. • We evaluated the completeness, accuracy and appropriateness of input data included in the calculations. • We have reviewed and challenged the probability-weighted macroeconomic scenarios, stag- ing criteria and loss given default estimates to identify whether indicators of possible manage- ment bias exist and ensured that they fell within an acceptable range. • For provisional matrix, we tested segmentation of portfolio and historical information. • We have assessed the mathematical accuracy of the models and verified inputs used. • We performed a sensitivity analysis on the significant assumptions to evaluate the extent of pected future cash flows and forward looking macroeconomic factors. impact on the ECL. As at 31 December 2018 the Group holds: • US$ 15,980 thousand (2017: US$10,825 thousand) in loan receivables, and • US$ 69,305 thousand (2017: US$ 62,305 thousand) trade receivables. • We considered the appropriateness of all related disclosures provided in the financial state- ments (notes 14 and 19 to the consolidated financial statements). No significant issues were noted as a result of our testing. Note 3 “Significant accounting policies” to the consolidated financial statements provides informa- tion on the adoption of IFRS 9 “Financial Instruments” (“IFRS9”) by the Company from 1 January 2018, including the impact of the adoption. FINANCIAL STATEMENTS ANNUAL REPORT 2018 106 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF MHP SE REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS Reporting on other information Responsibilities of the Board of Directors and those charged with governance for the Consolidated Financial Statements Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements The Board of Directors is responsible for the other information. The other information comprises the information included in the consolidated management report as presented in pages 100 to 121, which was obtained prior to the date of this auditor’s report and the Annual Report, which is expected to be made available to us after that date. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial state- ments, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. When we read the Annual Report, if we conclude that there is a material misstatements therein, we are required to communicate the matter to those charged with governance. The Board of Directors is responsible for the preparation of con- solidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of the Cy- prus Companies Law, Cap. 113, and for such internal control as the Board of Directors determines is necessary to enable the prepa- ration of consolidated financial statements that are free from ma- terial misstatement, whether due to fraud or error. In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group’s ability to contin- ue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Group’s financial reporting process. Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assur- ance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a ma- terial misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consoli- dated financial statements. FINANCIAL STATEMENTS ANNUAL REPORT 2018 107 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF MHP SE REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements (Cont’d) ditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. As part of an audit in accordance with ISAs, we exercise profes- sional judgment and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors. • Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our au- • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclo- sures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves a true and fair view. • Obtain sufficient appropriate audit evidence regarding the fi- nancial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely re- sponsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficien- cies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regard- ing independence, and to communicate with them all relation- ships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with gover- nance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. FINANCIAL STATEMENTS ANNUAL REPORT 2018 108 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF MHP SE REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS Report on Other Legal and Regulatory Requirements Other Legal Requirements Other Matter Pursuant to the requirements of Article 10(2) of the EU Regulation 537/2014 we provide the following information in our Independent Auditor’s Report, which is required in addition to the requirements of International Standards on Auditing. Appointment of the Auditor and Period of Engagement We were first appointed as auditors of the Group on 24 October 2017 by a shareholders’ resolution. This is our second period of engagement appointment. Consistency of the Additional Report to the Audit Committee We confirm that our audit opinion on the consolidated financial statements expressed in this report is consistent with the addi- tional report to the Audit Committee of the Company, which we issued on 19 March 2019 in accordance with Article 11 of the EU Regulation 537/2014. Provision of Non-audit Services We declare that no prohibited non-audit services referred to in Ar- ticle 5 of the EU Regulation 537/2014 and Section 72 of the Audi- tors Law of 2017 were provided. In addition, there are no non-audit services which were provided by us to the Group and which have not been disclosed in the consolidated financial statements or the consolidated management report. Pursuant to the additional requirements of the Auditors Law of 2017, we report the following: • In our opinion, based on the work undertaken in the course of our audit, the consolidated management report has been prepared in accordance with the requirements of the Cyprus Companies Law, Cap. 113, and the information given is con- sistent with the consolidated financial statements. • In light of the knowledge and understanding of the Group and its environment obtained in the course of the audit, we are re- quired to report if we have identified material misstatements in the consolidated management report. We have nothing to report in this respect. • In our opinion, based on the work undertaken in the course of our audit, the information included in the corporate gov- ernance statement in accordance with the requirements of subparagraphs (iv) and (v) of paragraph 2(a) of Article 151 of the Cyprus Companies Law, Cap. 113, have been prepared in accordance with the requirements of the Cyprus Companies Law, Cap, 113, and is consistent with the consolidated finan- cial statements. • In our opinion, based on the work undertaken in the course of our audit, the corporate governance statement includes all infor- mation referred to in subparagraphs (i), (ii), (iii), (vi) and (vii) of par- agraph 2(a) of Article 151 of the Cyprus Companies Law, Cap. 113. • In light of the knowledge and understanding of the Group and its environment obtained in the course of the audit, we are re- quired to report if we have identified material misstatements in the corporate governance statement in relation to the infor- mation disclosed for items (iv) and (v) of subparagraph 2(a) of Article 151 of the Cyprus Companies Law, Cap. 113. We have nothing to report in this respect. This report, including the opinion, has been prepared for and only for the Company’s members as a body in accordance with Article 10(1) of the EU Regulation 537/2014 and Section 69 of the Auditors Law of 2017 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whose knowledge this report may come to. The engagement partner on the audit resulting in this indepen- dent auditor’s report is Costas Georghadjis. Costas Georghadjis Certified Public Accountant and Registered Auditor for and on behalf of Deloitte Limited Certified Public Accountants and Registered Auditors Limassol, 19 March 2019 FINANCIAL STATEMENTS ANNUAL REPORT 2018 109 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) Continuing operations Revenue Net change in fair value of biological assets and agricultural produce Cost of sales Gross profit Selling, general and administrative expenses Government grants income Other operating expenses, net Impairment of property, plant and equipment Operating profit Finance income Finance costs Foreign exchange gain/(loss), net Other expenses, net Profit before tax Income tax (expense)/benefit Profit for the year from continuing operations Discontinued operations Loss for the year from discontinued operations Profit for the year Notes 6 5 7 8 9 12 10 32 11 2 2018 1,555,977 32,094 (1,167,668) 420,403 (99,674) 1,200 (7,003) (3,803) 311,123 4,457 (138,019) 11,638 (10,568) 178,631 (50,527) 128,104 - 128,104 2017 1,287,752 21,001 (912,844) 395,909 (79,239) 52,605 (3,912) (3,607) 361,756 3,472 (108,399) (35,615) (8,077) 213,137 17,118 230,255 (25,864) 204,391 The accompanying notes on the pages 115 to 167 form an integral part of these consolidated financial statements FINANCIAL STATEMENTS ANNUAL REPORT 2018 110 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) Other comprehensive income Notes 2018 2017 Items that will not be reclassified to profit or loss: Effect of revaluation of property, plant and equipment Deferred tax on revaluation of property, plant and equipment charged directly to other comprehensive income Items that may be reclassified to profit or loss: Cumulative translation difference Other comprehensive income Total comprehensive income for the year Profit attributable to: Equity holders of the Parent Non-controlling interests Total comprehensive income attributable to: Equity holders of the Parent Non-controlling interests 12 11 23 Earnings per share from continuing and discontinued operations Basic and diluted earnings per share (USD per share) Earnings per share from continuing operations Basic and diluted earnings per share (USD per share) 34 - 49,357 14,054 63,411 191,515 124,926 3,178 128,104 186,828 4,687 191,515 1.17 1.17 209,737 (30,979) (25,008) 153,750 358,141 202,860 1,531 204,391 354,400 3,741 358,141 1.90 2.14 On behalf of the Board: Chief Executive Officer Chief Financial Officer Yuriy Kosyuk Viktoria Kapelyushnaya The accompanying notes on the pages 115 to 167 form an integral part of these consolidated financial statements FINANCIAL STATEMENTS ANNUAL REPORT 2018 111 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) ASSETS Non-current assets Property, plant and equipment Land lease rights Deferred tax assets Non-current biological assets Long-term bank deposits Other non-current assets, net Current assets Inventories Biological assets Agricultural produce Other current assets Taxes recoverable and prepaid Trade accounts receivable, net Cash and cash equivalents TOTAL ASSETS EQUITY AND LIABILITIES Equity Share capital Treasury shares Additional paid-in capital Revaluation reserve Retained earnings Translation reserve 12 13 11 15 24 14 16 15 17 20 18 19 21 1,498,530 1,383,102 48,809 - 23,392 3,387 59,869 45,410 121 20,405 2,524 24,817 Non-controlling interests Total equity Non-current liabilities Bank borrowings Bonds issued Finance lease obligations 1,633,987 1,476,379 Deferred revenues 273,522 179,290 224,789 32,858 45,146 69,305 211,768 226,368 141,028 183,407 25,327 37,767 62,305 125,554 Deferred tax liabilities Current liabilities Trade accounts payable Other current liabilities Bank borrowings Accrued interest Finance lease obligations 1,036,678 801,756 2,670,665 2,278,135 TOTAL LIABILITIES TOTAL EQUITY AND LIABILITIES Notes 31 December 2018 31 December 2017 23 16,536 17,141 1,098,006 985,707 24 25 26 9 11 27 24 24, 25 26 105,783 138,817 1,090,935 970,088 9,087 34,578 12,953 7,410 - 23,730 1,253,336 1,140,045 66,398 96,383 132,715 19,472 4,355 43,175 50,296 36,917 17,955 4,040 319,323 152,383 1,572,659 1,292,428 2,670,665 2,278,135 22 284,505 284,505 On behalf of the Board: 12 (44,593) 174,022 642,800 (48,503) 175,291 661,454 1,040,327 925,978 Chief Executive Officer Chief Financial Officer Yuriy Kosyuk Viktoria Kapelyushnaya (1,015,591) (1,030,159) The accompanying notes on the pages 115 to 167 form an integral part of these consolidated financial statements Equity attributable to equity holders of the Parent 1,081,470 968,566 FINANCIAL STATEMENTS ANNUAL REPORT 2018 112 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) Balance at 31 December 2016 284,505 (48,503) 175,291 570,649 719,340 (1,024,916) 676,366 16,698 693,064 Profit for the year Other comprehensive income/(loss) Total comprehensive income/(loss) for the year Transfer from revaluation reserve to retained earnings Dividends declared by the Parent Dividends declared by subsidiaries Derecognition of interests in subsidiaries (Note 2) Translation differences on revaluation reserve - - - - - - - - - - - - - - - - - - - - - - - - - 202,860 - 202,860 174,583 174,583 - (23,043) 151,540 202,860 (23,043) 354,400 (44,838) 44,838 - - (24,841) (14,099) (80,000) - 24,841 14,099 - - - - (80,000) - (810) 17,800 17,800 (2,488) 15,312 - - - - 1,531 2,210 3,741 - - Balance at 31 December 2017 284,505 (48,503) 175,291 661,454 925,978 (1,030,159) 968,566 17,141 985,707 Effect of adoption IFRS 9 (Note 3) Balance at 1 January 2018 Profit for the year Other comprehensive income Total comprehensive income for the year Transfer from revaluation reserve to retained earnings Dividends declared by the Parent (Note 30) Dividends declared by subsidiaries Non-controlling interests acquired (Note 2) Derecognition of interests in subsidiaries (Note 2) Translation differences on revaluation reserve - - - - 2,904 - 2,904 - 284,505 (48,503) 175,291 661,454 928,882 (1,030,159) 971,470 17,141 - - - - - - - - - - - - - - - - - - - - - 3,910 (1,269) - 124,926 - 49,357 49,357 - 124,926 12,545 12,545 (73,587) 73,587 - - - (80,000) - 997 (539) (7,526) - - - - 2,023 - 124,926 61,902 186,828 - (80,000) - 3,638 (466) - 3,178 1,509 4,687 - - (9,369) (3,638) 7,715 - - - - - (1,950) 7,526 Balance at 31 December 2018 284,505 (44,593) 174,022 642,800 1,040,327 (1,015,591) 1,081,470 16,536 1,098,006 On behalf of the Board: Chief Executive Officer Chief Financial Officer Yuriy Kosyuk Viktoria Kapelyushnaya The accompanying notes on the pages 115 to 167 form an integral part of these consolidated financial statements 204,391 153,750 358,141 - (80,000) (810) 2,904 988,611 128,104 63,411 191,515 - (80,000) (9,369) - 7,249 - FINANCIAL STATEMENTS ANNUAL REPORT 2018 113 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) Operating activities Profit before tax Non-cash adjustments to reconcile profit before tax to net cash flows Depreciation and amortization expense Net change in fair value of biological assets and agricultural produce 5 5 178,631 187,273 134,953 93,225 Income taxes paid Interest paid Withholding tax related to interest paid (32,094) (21,001) Net cash flows from operating activities Investing activities Purchases of property, plant and equipment Loss on disposal of subsidiaries - 25,864 Change in allowance for irrecoverable amounts and direct write-offs 3,333 3,305 Investments in other non-current assets Loss on impairment of property, plant and equipment 12 3,803 3,607 1,953 182 10 (4,457) 138,019 (3,472) 108,399 Purchase of land lease rights Government grants received Net cash inflow on disposal of subsidiaries Proceeds from disposals of property, plant and equipment Purchases of non-current biological assets 9 2 - 619 Withdrawals of short-term and long-term deposits (11,638) 35,615 Investments in short-term deposits 412,503 433,616 Loans provided to employees, net Loans (provided to)/repaid by related parties, net Notes 2018 2017 (Restated Note 25) (97,464) (102,832) - (13,398) 260,905 (210,038) (42,032) (9,404) 35,371 7,249 2,138 (2,747) 4,452 (5,673) (483) (2,706) (603) (423) 213,577 (101,710) (12,249) (7,970) - 75,558 99 (2,321) 4,006 (1,791) (151) 19 Net cash flows used in investing activities (223,873) (46,510) On behalf of the Board: Chief Executive Officer Chief Financial Officer Yuriy Kosyuk Viktoria Kapelyushnaya The accompanying notes on the pages 115 to 167 form an integral part of these consolidated financial statements (21,032) (29,338) (12,964) (6,663) (6,327) (16,003) 39,607 7,696 (44,892) (4,507) (29,787) (987) (7,188) (15,557) (15,495) (1,163) 367,479 314,040 4,288 3,395 Loss on disposal of property, plant and equipment and other non-current assets Finance income Finance costs Withholding tax related to interest and payment of dividends Non-operating foreign exchange (gain)/loss, net Operating cash flows before movements in working capital Working capital adjustments Change in inventories Change in biological assets Change in agricultural produce Change in other current assets Change in taxes recoverable and prepaid Change in trade accounts receivable, net Change in other current liabilities Change in trade accounts payable Cash generated by operations Interest received FINANCIAL STATEMENTS ANNUAL REPORT 2018 114 CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) Other comprehensive income Notes 2018 2017 (Restated Note 25) Financing activities Proceeds from bank borrowings Repayment of bank borrowings Proceeds from bonds issued Repayment of bonds Transaction costs related to corporate bonds issued Transaction costs related to bank loans received Repayment of finance lease obligations Dividends paid to shareholders Dividends paid by subsidiaries to non-controlling shareholders Consent payment related to corporate bonds Net cash flows from/(used in) financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents attributable to disposal group classified as held for sale at 1 January Net foreign exchange difference Cash and cash equivalents at 1 January Cash and cash equivalents at 31 December Non-cash transactions Effect of revaluation of property, plant and equipment Additions of property, plant and equipment under finance leases Additions of property, plant and equipment financed through direct bank-lender payments to the vendor Property, plant and equipment purchased for credit On behalf of the Board: Chief Executive Officer Chief Financial Officer Yuriy Kosyuk Viktoria Kapelyushnaya 25 30 25 21 12 255,024 (201,531) 550,000 (416,183) (44,468) (384) (4,416) (80,000) (9,369) (992) 47,681 84,713 - 1,501 125,554 211,768 - 5,647 11,377 6,287 70,711 (403,613) 500,000 (254,400) (15,145) (1,993) (9,217) (80,000) (810) - (194,467) (27,400) 2,098 (126) 150,982 125,554 206,130 5,518 7,135 6,698 The accompanying notes on the pages 115 to 167 form an integral part of these consolidated financial statements FINANCIAL STATEMENTS ANNUAL REPORT 2018 115 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) Name Raftan Holding Limited Larontas Limited MHP Lux S.A. Myronivsky Hliboprodukt Myronivsky Plant of Manufacturing Feeds and Groats oil production Vinnytska Ptakhofabryka Peremoga Nova Oril-Leader Myronivska Pticefabrika Starynska Ptakhofabryka Ptakhofabryka Snyatynska Nova Zernoprodukt MHP 1. CORPORATE INFORMATION MHP SE (the “Parent” or “MHP SE”), a limited liability company (Societas Europaea) registered under the laws of Cyprus, was formed on 30 May 2006. MHP SE serves as the ultimate hold- ing company of PJSC “Myronivsky Hliboproduct” (“MHP”) and its subsidiaries. Hereinafter, MHP SE and its subsidiaries are re- ferred to as the “MHP SE Group” or the “Group”. The registered address of MHP SE is 16-18 Zinas Kanther Street, Agia Triada, 3035 Limassol, Cyprus. The controlling shareholder of MHP SE is Mr. Yuriy Kosyuk (“Principal Shareholder”), who owns 100% of the shares of WTI Trading Limited (“WTI”), which is the immediate majority share- holder of MHP SE, which in turn directly owns of 59,7% of the total outstanding share capital of MHP SE. The principal business activities of the Group are poultry and related operations, grain growing, as well as other agricultur- al operations (meat processing and meat products ready for consumption). The Group’s poultry and related operations in- tegrate all functions related to the production of chicken, in- cluding hatching, fodder manufacturing, raising chickens to marketable age (“grow-out”), processing and marketing of branded chilled products and include the production and sale of chicken products, vegetable oil, mixed fodder. Grain growing comprises the production and sale of grains. Other agricultural operations comprise the production and sale of cooked meat, sausages, convenience food products, milk, goose meat, foie gras and feed grains. During the year ended 31 December 2018 the Group employed 28,575 people (2017: 27,589 people). The primary subsidiaries, the principal activities of the compa- nies forming the Group and the Parent’s effective ownership in- terest as of 31 December 2018 and 2017 were as follows: Katerinopilskiy Elevator Ukraine 2005 SPF Urozhay Agrofort Urozhayna Krayina Ukrainian Bacon AgroKryazh Agro-S Zakhid-Agro MHP Scylla Capital Limited Ukraine Ukraine Ukraine Ukraine Ukraine Ukraine Ukraine British Virgin Islands 2006 2006 2010 2008 2013 2013 2015 2014 Ukraine Ukraine Ukraine Ukraine Ukraine Ukraine Ukraine 2011 1999 2003 2004 2003 2005 2005 Year established acquired Principal activities 31 December 2018 31 December 2017 Country of registration Cyprus Cyprus Luxembourg Ukraine 2006 2015 2018 1998 Sub-holding Company Sub-holding Company Finance Company Management, marketing and sales 99.9% 100.0% 100.0% 99.9% Ukraine 1998 Fodder and vegetable 88.5% 99.9% 100.0% 0.00% 99.9% 88.5% 99.9% 99.9% 99.9% 99.9% 100.0% 99.9% 99.9% 99.9% 86.1% 99.9% 79.9% 99.9% 51.0% 100.0% 100.0% Chicken farm Breeder farm Chicken farm Chicken farm Breeder farm Geese breeder farm Grain cultivation Fodder production and grain storage, vegetable oil production Grain cultivation Grain cultivation Grain cultivation Meat processing Grain cultivation Grain cultivation 99.9% 99.9% 99.9% 99.9% 100.0% 99.9% 99.9% 99.9% 99.9% 99.9% 79.9% 51.0% 51.0% Grain cultivation 100.0% Trading in sunflower oil and poultry meat 100.0% 99.9% 99.9% The Group’s primary operational facilities are located in different regions of Ukraine, including Kyiv, Cherkasy, Dnipropetrovsk, Donetsk, Lviv, Ternopil, Ivano-Frankivsk, Vinnytsia, Sumy and Khmelnitsk regions. FINANCIAL STATEMENTS ANNUAL REPORT 2018 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) Assets and liabilities of Crimean companies as of the date of disposal were as follows: The following table presents the net result of the transaction: 17 February 2017 52,530 Consideration received Net assets disposed Non-controlling interest 2. CHANGES IN THE GROUP STRUCTURE Changes in non-controlling interests in subsidiaries In December 2018 the Group decreased its effective ownership interest in AgroKryazh to 51% through the selling of 49% owner- ship interest for cash consideration of USD 7,249 thousand. The difference between carrying value of the net assets disposed and consideration received was recognised as an adjustment to retained earnings. In December 2018 the Group increased its effective ownership interest in Agrofort to 100% through the acquisition of a non-con- trolling interest previously held by one of its key management personnel in exchange for 256,414 treasury shares held by the Group. The difference between the fair value of the shares transferred and their carrying value in the amount of USD 1,269 thousand was recognised as an adjustment to additional paid- in capital. The difference between the fair value of the shares transferred and the carrying value of non-controlling interest was recognised as an adjustment to retained earnings in the amount of USD 997 thousand. Disposal of subsidiaries Crimean companies On 17 February 2017 the Group sold its 100% ownership interest in the Group’s companies located in Autonomous Republic of Crimea for cash consideration of USD 77,785 thousand. The con- sideration consisted only of cash, there were no material direct costs related to disposal. Property, plant and equipment, net Other non-current assets Biological assets Agricultural produce Inventories Trade accounts receivable, net Taxes recoverable and prepaid Other current assets Cash and cash equivalents Total assets Trade accounts payable Other current liabilities Total liabilities Net assets disposed 1,451 9,938 9,242 11,795 1,917 2,913 1,805 2,227 93,818 (3,685) (1,796) (5,481) 88,337 77,785 (88,337) 2,488 (17,800) Cumulative exchange loss in respect of the net assets of the subsidiaries reclassified from equity to profit or loss on loss of control in subsidiaries*) Loss on disposal (25,864) Consideration received in cash and cash equivalents 77,785 Less: cash and cash equivalents balances disposed (2,227) Net cash inflow arising on the disposal 75,558 The loss on disposal is included in the loss for the year from discontinued operations. * Upon disposal of subsidiaries, the total cumulative exchange differences attrib- utable to devaluation of functional currency, which were previously a component of other comprehensive income, were reclassified to profit or loss. Previously recognised gain of revaluation surplus remaining in the revaluation reserve of property, plant and equipment were not reclassified to profit or loss, but trans- ferred directly to retained earnings in the amount of USD 24,841 thousand. FINANCIAL STATEMENTS ANNUAL REPORT 2018 117 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Adoption of new and revised International Financial Reporting Standards Basis of presentation and accounting The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and the requirements of the Cyprus Companies Law Cap 113. The operating subsidiar- ies of the Group maintain their accounting records under local accounting standards. Local principles and procedures may differ from those general- ly accepted under IFRS. Accordingly, the consolidated financial statements, which have been prepared from the Group entities’ local accounting records, reflect adjustments necessary for such financial statements to be presented in accordance with IFRS. Basis of preparation These consolidated financial statements have been prepared on the assumption that the Group is a going concern and will continue in operation for the foreseeable future. The consolidated financial statements of the Group are prepared on the basis of historical cost except for revalued amounts of buildings and structures, grain storage facilities, production ma- chinery, vehicles and agricultural machinery, biological assets, agricultural produce, and certain financial instruments, which are carried at fair value. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. IFRS 9 Financial Instruments In the current year, the Group has applied IFRS 9 Financial In- struments (as revised in July 2014) and the related consequen- tial amendments to other IFRS Standards that are effective for an annual period that begins on or after 1 January 2018. The tran- sition provisions of IFRS 9 allow an entity not to restate com- paratives. The adjustments arising from the new requirements associated with the recognition and measurement of financial instruments are therefore not reflected in the restated balance sheet as of 31 December 2017, but are recognised in the opening balance sheet on 1 January 2018. The key requirements of IFRS 9 are: • Classification and measurement of financial assets. All rec- ognised financial assets that are within the scope of IFRS 9 are required to be subsequently measured at amortised cost or fair value. Specifically, debt investments that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at am- ortised cost at the end of subsequent accounting periods. Debt instruments that are held within a business model whose objective is achieved both by collecting contractual cash flows and selling financial assets, and that have con- tractual terms that give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding, are generally measured at fair value through other comprehensive income (“FVTOCI”). All other debt investments and equity investments are meas- ured at their fair value at the end of subsequent accounting periods. In addition, under IFRS 9, entities may make an ir- revocable election to present subsequent changes in the fair value of an equity investment (that is not held for trading nor contingent consideration recognised by an acquirer in a busi- ness combination) in other comprehensive income, with only dividend income generally recognised in profit or loss. • Classification and measurement of financial liabilities. With regard to the measurement of financial liabilities designated as at fair value through profit or loss (“FVTPL”), IFRS 9 requires that the amount of change in the fair value of a financial liabil- ity that is attributable to changes in the credit risk of that lia- bility is presented in other comprehensive income, unless the recognition of such changes in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. Changes in fair value attributable to a financial liability’s credit risk are not subsequently reclassified to profit or loss. Under IAS 39, the entire amount of the change in the fair val- ue of the financial liability designated as fair value through profit or loss is presented in profit or loss. FINANCIAL STATEMENTS ANNUAL REPORT 2018 118 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) The Group has applied IFRS 9 in accordance with the transition provisions set out in IFRS 9. Adoption of new and revised International Financial Reporting Standards (continued) • Impairment. In relation to the impairment of financial assets, IFRS 9 requires an expected credit loss model, as opposed to an incurred credit loss model under IAS 39. The expected cred- it loss model requires an entity to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in credit risk since initial rec- ognition. In other words, it is no longer necessary for a credit event to have occurred before credit losses are recognised. • Hedge accounting. The new general hedge accounting require- ments retain the three types of hedge accounting mechanisms currently available in IAS 39. Under IFRS 9, greater flexibility has been introduced to the types of transactions eligible for hedge accounting, specifically broadening the types of instruments that qualify for hedging instruments and the types of risk compo- nents of non-financial items that are eligible for hedge account- ing. In addition, the effectiveness test has been overhauled and replaced with the principle of an ‘economic relationship’. Retro- spective assessment of hedge effectiveness is also no longer required. Enhanced disclosure requirements about an entity’s risk management activities have also been introduced. Additionally, the Group adopted consequential amendments to IFRS 7 Financial Instruments: Disclosures that were applied to the disclosures for 2018. There were no financial assets or financial liabilities which the Group had previously designated as at FVTPL under IAS 39 that were subject to reclassification or which the Group has elected to reclassify upon the application of IFRS 9. There were no finan- cial assets or financial liabilities which the Group has elected to designate as at FVTPL at the date of initial application of IFRS 9. Summarized impact from the adoption of IFRS 9 is as follows: • Presentational changes in other non-current assets, net (Note 14), trade accounts receivable, net (Note 19), other current assets (Note 20), other current liabilities (Note 27), risk management policies (Note 32) note disclosures to reflect the business model and cash flow characteristics of these assets and lia- bilities and Group them into their respective IFRS 9 category or other IFRS classification; • An additional expected credit loss allowance in the amount of USD 7,922 thousand as of 1 January 2018 (Note 14 and Note 19) and decrease of carrying amount of Bonds issued in the amount of USD 10,826 thousand as of 1 January 2018 (Note 25), recog- nised against opening retained earnings. Total effect of IFRS 9 implementation on retained earnings as of 1 January 2018 amounts to USD 2,904 thousand (increase). FINANCIAL STATEMENTS ANNUAL REPORT 2018 119 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Adoption of new and revised International Financial Reporting Standards (continued) Financial assets Other non-current assets, net Trade accounts receivable, net Other current assets* Cash and cash equivalents* Financial liabilities Bank borrowings Bonds issued Trade accounts payable Other current liabilities Notes Original measurement category under IAS 39 New measurement category under IFRS 9 IAS 39 carrying amount 31 December 2017 Reclassifications Remeasurements IFRS 9 carrying amount 1 January 2018 Retained earnings effect on 1 January 2018 14 19 20 21 24 25 27 Loan and receivable Amortised cost Loan and receivable Amortised cost Loan and receivable Amortised cost Loan and receivable Amortised cost 18,889 62,305 4,404 125,554 Amortised cost Amortised cost 175,734 Amortised cost Amortised cost 970,088 Amortised cost Amortised cost Amortised cost Amortised cost 43,175 40,575 - - - - - - - - (1,532) (6,390) - - - (10,826) - - 17,357 55,915 4,404 125,554 175,734 959,262 43,175 40,575 (1,532) (6,390) - - - 10,826 - - * Management assessed that impact from the adoption of IFRS 9 as of 01 January 2018 and 31 December 2018 was not material IFRS 15 Revenue from Contracts with Customers In the current year, the Group has applied IFRS 15 Revenue from Contracts with Customers (as amended in April 2016) which is ef- fective for an annual period that begins on or after 1 January 2018. IFRS 15 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with cus- tomers. IFRS 15 will supersede the current revenue recognition guidance including IAS 18 Revenue, IAS 11 Construction Con- tracts and the related Interpretations when it becomes effective. The core principle of IFRS 15 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Specifically, the Standard introduces a 5-step ap- proach to revenue recognition: • Identify the contract with the customer; • Identify the performance obligations in the contract; • Determine the transaction price; • Allocate the transaction price to the performance obligations in the contracts; • Recognize revenue when (or as) the entity satisfies a perfor- mance obligation. Under IFRS 15, an entity recognizes revenue when or as a per- formance obligation is satisfied, i.e. when control’ of the goods or services underlying the particular performance obligation is transferred to the customer. Far more prescriptive guidance has been added in IFRS 15 to deal with specific scenarios. Further- more, extensive disclosures are required by IFRS 15. In April 2016, the IASB issued Clarifications to IFRS 15 in relation to the identification of performance obligations, principal versus agent considerations, as well as licensing application guidance. The Group has applied IFRS 15 in accordance with the retro- spective method, with recognition the cumulative effect of ini- tially applying this Standard as an adjustment to the opening balance of retained earnings. The Group’s accounting policies for its revenue streams are disclosed in detail in Note 3 below. FINANCIAL STATEMENTS ANNUAL REPORT 2018 120 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Adoption of new and revised International Financial Reporting Standards (continued) Apart from providing more extensive disclosures for the Group’s revenue transactions (Note 6), the application of IFRS 15 has not had a significant impact on the financial position and/or financial performance of the Group. Certain comparative information for the year ended 31 December 2017 presented in Note 6 has been revised in order to achieve comparability with the presentation used in the consolidated financial statements for the year ended 31 December 2018. Such reclassifications and revisions were not significant to the Group consolidated financial statements. In the current year, the Group has applied a number of amend- ments to IFRS Standards and Interpretations issued by the Inter- national Accounting Standards Board (IASB) that are effective for an annual period that begins on or after 1 January 2018: • IFRS 2 (amendments) Classification and Measurement of Share based Payment Transactions • IAS 40 (amendments) Transfers of Investment Property • Annual Improvements to IFRS Standards 2014 – 2016 Cycle: amendments to IAS 28 Investments in Associates and Joint Ventures • IFRIC 22 Foreign Currency Transactions and Advance Con- sideration Adoption of these standards and interpretation had no any ma- terial impact on the disclosures or on the amounts reported in these financial statements. Standards and Interpretations in issue but not effective At the date of authorization of these consolidated financial state- ments, the following Standards and Interpretations, as well as amendments to the Standards were in issue but not yet effective: Standards and Interpretations IFRS 16 Leases* IFRS 17 Insurance Contracts Amendments to IFRS 9: Prepayment Features with Negative Compensation* Amendments to IAS 28: Long-term Interests in Associates and Joint Ventures* Amendments to IFRSs – Annual Improvements to IFRSs 2015 –2017 Cycle Amendments to IAS 19: Plan Amendment, Curtailment or Settlement Amendments to IAS 1 and IAS 8: Definition of Material Amendments to IFRS 3 Business Combinations Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture IFRIC 23 Uncertainty over Income Tax Treatments* Effective for annual period beginning on or after 1 January 2019 1 January 2021 1 January 2019 1 January 2019 1 January 2019 1 January 2019 1 January 2020 1 January 2020 Deferred indefinitely 1 January 2019 * Standards have been already endorsed for use in the European Union IFRS 16 Leases IFRS 16 introduces a comprehensive model for the identifica- tion of lease arrangements and accounting treatments for both lessors and lessees. IFRS 16 will supersede the current lease guidance including IAS 17 Leases and the related interpretations when it becomes effective. IFRS 16 distinguishes leases and service contracts on the ba- sis of whether an identified asset is controlled by a customer. Distinctions of operating leases (off balance sheet) and finance leases (on balance sheet) are removed for lessee accounting, and is replaced by a model where a right-of-use asset and a corresponding liability have to be recognised for all leases by lessees (i.e. all on balance sheet) except for short-term leases and leases of low value assets. The right-of-use asset is initially measured at cost and subse- quently measured at cost (subject to certain exceptions) less accumulated depreciation and impairment losses, adjusted for any remeasurement of the lease liability. The lease liabil- ity is initially measured at the present value of the lease pay- ments that are not paid at that date. Subsequently, the lease liability is adjusted for interest and lease payments, as well as the impact of lease modifications, amongst others. Fur- thermore, the classification of cash flows will also be affected as operating lease payments under IAS 17 are presented as operating cash flows; whereas under the IFRS 16 model, the lease payments will be split into a principal and an interest portion which will be presented as financing and operating cash flows respectively. FINANCIAL STATEMENTS ANNUAL REPORT 2018 121 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Standards and Interpretations in issue but not effective (continued) In contrast to lessee accounting, IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17, and contin- ues to require a lessor to classify a lease either as an operating lease or a finance lease. Furthermore, extensive disclosures are required by IFRS 16. The Group intends to apply IFRS 16 Leases using the modified retrospective approach with the cumulative effect of initially ap- plying IFRS 16 recognised in retained earnings at the date of ini- tial application on 1 January 2018, as permitted under the specific transition provisions in the standard. The analysis conducted by the Group indicated the probable recognition of right-of-use as- set and lease liability in the consolidated balance sheet in the amount not higher than USD 103,933 thousand upon application of IFRS 16. In terms of the future effects on the consolidated state- ment of profit or loss and other comprehensive income, in contrast to the presentation operating lease expense to date, the Group will be recognizing depreciation charges on right to use-of-asset and the interest expense from unwinding the lease the discount on the lease liability. Under IAS 17, all lease payments on oper- ating leases are presented as part of cash flows from operating activities. The impact of the changes under IFRS 16 would be to reduce the cash generated by operating activities and to increase net cash used in financing activities by the same amount. The above assessment for IFRS 16 is preliminary because not all transition work has been finalized. The actual effect of adopting IFRS 16 may change because their adoption will require the Group to revise its accounting processes and internal controls and these changes are not yet completed. The new accounting policies, as- sumptions, judgements and estimation techniques are subject to changes until the Group finalizes its first consolidated financial statements that include the date of initial application. For other Standards and Interpretations management antici- pates that their adoption will not have a material effect on the consolidated financial statements of the Group in future periods. Functional and presentation currency The functional currency of Ukrainian companies of the Group is the Ukrainian Hryvnia (“UAH”); the functional currency of the Cyprus companies of the Group is US Dollars (“USD”). Trans- actions in currencies other than the functional currency of the entities concerned are treated as transactions in foreign curren- cies. Such transactions are initially recorded at the rates of ex- change ruling at the dates of the transactions. Monetary assets and liabilities denominated in such currencies are translated at the rates prevailing on the reporting date. All realized and un- realized gains and losses arising on exchange differences are recognized in the consolidated statement of comprehensive in- come for the period. These consolidated financial statements are presented in US Dollars (“USD”), which is the Group’s presentation currency. The results and financial position of the Group are translated into the presentation currency using the following procedures: • Assets and liabilities for each consolidated statement of fi- nancial position presented are translated at the closing rate as of the reporting date of that statement of financial position; • Income and expenses for each consolidated statement of comprehensive income are translated at exchange rates at the dates of the transactions; • All resulting exchange differences are recognised as a sepa- rate component of equity; • All equity items, except for the revaluation reserve, are trans- lated at the historical exchange rate. The revaluation reserve is translated at the closing rate as of the date of the statement of financial position. For practical reasons, the Group translates items of income and expenses for each period presented in the financial statements using the quarterly average exchange rates, if such translations reasonably approximate the results translated at exchange rates prevailing at the dates of the transactions. The relevant exchange rates were: Currency Closing rate as of 31 December 2018 Average for 2018 Closing rate as of 31 December 2017 Average for 2017 UAH/USD 27.6883 27.2016 28.0672 26.5947 UAH/EUR 31.7141 32.1341 33.4954 30.0128 FINANCIAL STATEMENTS ANNUAL REPORT 2018 122 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Basis of consolidation The consolidated financial statements incorporate the finan- cial statements of the MHP SE and its subsidiaries. Control is achieved when the Company: • has power over the investee; • is exposed, or has rights, to variable returns from its involve- ment with the investee; and • has the ability to use its power to affect its returns. The Company reassesses whether or not it controls an in- vestee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifi- cally, income and expenses of a subsidiary acquired or dis- posed of during the year are included in the consolidated statement of comprehensive income from the date the Com- pany gains control until the date when the Company ceases to control the subsidiary. Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance. All significant intercompany transactions, balances and unreal- ized gains or losses on transactions are eliminated on consolida- tion, except when the intragroup losses indicate an impairment that requires recognition in the consolidated financial statements. Where necessary, adjustments are made to the financial state- ments of subsidiaries to bring the accounting policies used in line with those adopted by the Group. Accounting for acquisitions The acquisitions of subsidiaries from third parties are account- ed for using the acquisition method. On acquisition, the assets, liabilities and contingent liabilities of a subsidiary are measured at their fair values. The consideration transferred by the Group is measured at fair value, which is the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquired subsidiary and the equity interests issued by the Group in exchange for control of the subsidiary. Acquisition-related costs are generally rec- ognised in the statement of comprehensive income as incurred. When the consideration transferred by the Group in a business combination includes assets and liabilities resulting from a contingent consideration arrangement, the contingent consid- eration is measured at its acquisition-date fair value and is in- cluded as part of the consideration transferred. Changes in the fair value of the contingent consideration that qualify as mea- surement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement pe- riod adjustments are adjustments that arise from additional in- formation obtained during the measurement period (which may not exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date. Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the sub- sidiary’s net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests’ proportionate share of the recognized amounts of the subsidi- ary’s identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Other types of non-controlling interests, if any, are measured at fair value or, when applicable, on the basis specified in other IFRS standards. Goodwill is measured as the excess of the sum of the consider- ation transferred, the amount of any non-controlling interests in the acquired subsidiary, and the fair value of the Group’s previ- ously held equity interest in the acquired subsidiary (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed exceeds the sum of the consideration transferred, the amount of non-controlling interests in the subsid- iary and the fair value of the Group’s previously-held interest in the subsidiary (if any), the excess is recognised in the consolidated statement of comprehensive income, as a bargain purchase gain. FINANCIAL STATEMENTS ANNUAL REPORT 2018 123 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Any gain or loss on disposals to entities under common control are recognised directly in equity and attributed to owners of the Parent. Accounting for acquisitions (continued) Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Parent. Fair value measurement Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability, or in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible to by the Group. When an acquisition of a legal entity does not constitute a busi- ness, the cost of the group of assets is allocated between the individual identifiable assets in the group based on their relative fair values. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. Accounting for transactions with entities under common control The assets and liabilities of subsidiaries acquired from entities under common control are recorded in these consolidated fi- nancial statements at pre-acquisition carrying values. Any dif- ference between the carrying value of net assets of these sub- sidiaries, and the consideration paid by the Group is accounted for in these consolidated financial statements as an adjustment to shareholders’ equity. The results of the acquired entity are reflected from the date of acquisition. A fair value measurement of a non-financial asset takes into ac- count a market participant’s ability to generate economic ben- efits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. All assets and liabilities for which fair value is measured or dis- closed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: • Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities • Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable • Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines wheth- er transfers have occurred between Levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. FINANCIAL STATEMENTS ANNUAL REPORT 2018 124 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Borrowing costs Borrowing costs include interest expense, finance charges on finance leases and other interest-bearing long-term payables and debt service costs. Borrowing costs directly attributable to the acquisition, con- struction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of spe- cific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization. All other borrowing costs are recognised in the statement of profit or loss and other comprehensive income in the period in which they are incurred. Contingent liabilities and assets Contingent liabilities are not recognised in the consolidated finan- cial statements. Rather, they are disclosed in the notes to the con- solidated financial statements unless the possibility of an outflow of resources embodying economic benefits is remote. Contingent assets are recognised only when the contingency is resolved. Segment information Segment reporting is presented on the basis of management’s perspective and relates to the parts of the Group that are de- fined as operating segments. Operating segments are identified on the basis of internal reports provided to the Group’s chief operating decision maker (“CODM”). The Group has identified its top management team as its CODM and the internal reports used by the top management team to oversee operations and make decisions on allocating resources serve as the basis of information presented. These internal reports are prepared on the same basis as these consolidated financial statements. Based on the current management structure, the Group has identified the following reportable segments: • Poultry and related operations; • Grain growing operations; • Other agricultural operations. Reportable segments represent the Group’s principal business activities. Poultry and related operations segment include sales of chicken meat, sales of by-products such as vegetable oil and related products and other poultry-related products. CODM is con- sidering oil extraction as a part of mixed fodder production rather than a separate line of business as primarily quality and effec- tiveness of mixed fodder production prevails over oil output. Grain growing operations include sale of grain other than feed grains and green-fodder. Other agricultural operations segment primari- ly includes sales of other than poultry meat and meat processing products, feed grains and milk. The Group does not present information on segment assets and liabilities as the CODM does not review such information for de- cision-making purposes. Non-current assets held for sale Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the asset (or dis- posal group) is available for immediate sale in its present condi- tion subject only to terms that are usual and customary for sales of such asset (or disposal group) and its sale is highly probable. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification. When the Group is committed to a sale plan involving loss of con- trol of a subsidiary, all of the assets and liabilities of that subsid- iary are classified as held for sale when the criteria described above are met, regardless of whether the Group will retain a non-controlling interest in its former subsidiary after the sale. Non-current assets (and disposal groups) classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. FINANCIAL STATEMENTS ANNUAL REPORT 2018 125 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Revenue recognition The Group generates revenue primarily from the sale of agricul- tural products to the end customers. Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control of a product or service to a customer. Non-monetary exchanges or swaps of goods which are of simi- lar nature and value are not treated as transactions which gen- erate revenue. The Group recognises revenue from the following major sources: • chicken meat • vegetable oil and related products • other poultry related sales (delivery services, sunflower and soybean meals, sunflower husk and other) • grain • meat processing products and other meat • other agricultural operations (milk, feed grains and other) Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer. The Group recognises revenue when it transfers control of a product or service to a customer. The major part of the Group’s sales are generated from the wholesale market. Revenue is recognised when control of the goods has transferred, being when the goods have been shipped to the wholesaler’s specific location or delivered to ma- jor Ukrainian sea ports. Following delivery, the wholesaler has full discretion over the manner of distribution and price to sell the goods, has the primary responsibility when on-selling the goods, and bears the risks of obsolescence and loss in relation to the goods. A receivable is recognised by the Group when the goods are delivered to the wholesaler as this represents the point in time at which the right to consideration becomes uncon- ditional. Under the Group’s standard contract terms, customers have no right of return. The Group sells its products for export on various terms, some of which include shipping and handling costs in the price of the product. Sales price of products for local market predominantly includes shipping and handling costs in the price of the product. Such services are recognised as a separate performance obli- gation. The transaction price for shipping and handling services is determined based on the costs of such services. The Group satisfies its performance obligation associated with transferring the promised goods or services to a customer when the custom- er obtains control of that assets. VAT refunds and other government grants The Group’s companies are subject to special tax treatment for value-added tax (“VAT”). The Group’s entities, which qualify as agricultural producers, are entitled to retain the net VAT pay- able. VAT amounts payable are not transferred to the State, but credited to the entity’s separate special account to support the agriculture activities of the Group. Net result on VAT operations, calculated as excess of VAT liability over VAT credit is charged to profit or loss. VAT receivable exceeding VAT liability is used as a reduction in tax liabilities of the next period. Government grants are recognised as income over the periods necessary to match them with the related costs, or as an offset against finance costs when received as compensation for the finance costs for agricultural producers. To the extent the con- ditions attached to the grants are not met at the reporting date, the received funds are recorded in the Group’s consolidated financial statements as deferred income, which is recognised in profit or loss on a systematic basis over the useful life of the related assets. Other government grants are recognised at the moment when the decision to disburse the amounts to the Group is made. Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions at- taching to them and that the grants will be received. FINANCIAL STATEMENTS ANNUAL REPORT 2018 126 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Property, plant and equipment All groups of property, plant and equipment are carried at reval- ued amounts, being their fair value at the date of the revaluation less any subsequent depreciation and impairment losses, except land and other fixed assets that are carried at historical cost less accumulated depreciation. The historical cost of an item of property, plant and equipment comprises (a) its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and rebates; (b) any costs directly attributable to bringing the item to the location and condition necessary for it to be capable of operating in the manner intended by the management of the Group; (c) the initial estimate of the costs of dismantling and re- moving the item and restoring the site on which it is located, (d) the obligation for which the Group incurs either when the item is acquired or as a consequence of having used the item during a particular period for purposes other than to produce inventories during that period; and (e) for qualifying assets, borrowing costs capitalized in accordance with the Group’s accounting policy. Subsequently capitalized costs include major expenditures for improvements and replacements that extend the useful lives of the assets or increase their revenue generating capacity. Repairs and maintenance expenditures that do not meet the foregoing criteria for capitalization are charged to the consolidated state- ment of comprehensive income as incurred. For all groups of property, plant and equipment carried at reval- uation the model revaluations are performed with sufficient reg- ularity such that the carrying amount does not differ materially from that which would be determined using fair values at the reporting date. If the asset’s carrying amount is increased as a result of a revaluation, the increase is credited directly to equity as a revaluation reserve. However, such increase is recognised in the statement of comprehensive income to the extent that it re- verses a revaluation decrease of the same asset previously rec- ognised in the statement of comprehensive income. If the asset’s carrying amount is decreased as a result of a revaluation, the de- crease is recognised in the statement of comprehensive income. However, such decrease is debited directly to the revaluation re- serve to the extent of any credit balance existing in the revalua- tion reserve in respect of that asset. Depreciation on revalued assets is charged to the statement of comprehensive income. The excess of depreciation charge on the revalued asset over the depreciation that would have been charged based on the historical cost of the asset is transferred from revaluation reserve directly to retained earnings over the assets useful life. On the subsequent sale or retirement of a reval- ued asset, the attributable revaluation surplus remaining in the revaluation reserve is transferred directly to retained earnings. Depreciation of property, plant and equipment is charged so as to write off the depreciable amount over the useful life of an asset and is calculated using a straight line method. Useful lives of the groups of property, plant and equipment are as follows: Buildings and structures Grain storage facilities Production machinery Auxiliary and other machinery Utilities and infrastructure Vehicles and agricultural machinery Other fixed assets 15–55 years 20–60 years 10–25 years 5–25 years 20–50 years 5–15 years 3–10 years Depreciable amount is the cost of an item of property, plant and equipment, or revalued amount, less its residual value. The resid- ual value is the estimated amount that the Group would currently obtain from disposal of the item of property, plant and equip- ment, after deducting the estimated costs of disposal, if the asset was already of the age and in the condition expected at the end of its useful life. Assets held under finance leases are depreciated over their ex- pected useful lives on the same basis as owned assets or, where shorter, the term of the relevant lease. The residual value, the useful lives and depreciation method are reviewed at each financial year-end. The effect of any chang- es from previous estimates is accounted for prospectively as a change in an accounting estimate. FINANCIAL STATEMENTS ANNUAL REPORT 2018 127 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Property, plant and equipment (continued) The gain or loss arising on sale or disposal of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is rec- ognised in the statement of comprehensive income. Construction in progress comprises costs directly related to the construction of property, plant and equipment including an ap- propriate allocation of directly attributable variable overheads that are incurred in construction. Construction in progress is not depreciated. Depreciation of construction in progress commenc- es when the assets are available for use, i.e. when they are in the location and condition necessary for them to be capable of operating in the manner intended by the management. Intangible assets Intangible assets, which are acquired by the Group and which have finite useful lives, consist primarily of land lease rights. Land lease rights acquired separately are carried at cost less accumulated amortization and accumulated impairment losses. Land lease rights acquired in a business combination and rec- ognised separately from goodwill are initially recognised at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, land lease rights acquired in a business combination are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as land lease rights acquired separately. Amortization of intangible assets is recognised on a straight line basis over their estimated useful lives. For land lease rights, the amortization period varies from 3 to 15 years. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. The amortization period and the amortization method for intan- gible assets with finite useful lives are reviewed at least at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. An intangible asset is derecognised on disposal, or when no fu- ture economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, mea- sured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised. Impairment of tangible and intangible assets other than goodwill At each reporting date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is esti- mated in order to determine the extent of the impairment loss (if any). If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recov- erable amount. An impairment loss is recognised immediately in the statement of comprehensive income unless the relevant as- set is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. Where an impairment loss subsequently reverses, the carry- ing amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised im- mediately in the statement of comprehensive income, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a reval- uation increase. FINANCIAL STATEMENTS ANNUAL REPORT 2018 128 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Impairment of goodwill For the purposes of impairment testing, goodwill is allocat- ed to each of the Group’s cash generating units (or groups of cash-generating units) that is expected to benefit from the syn- ergies of the combination. A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recover- able amount of the cash-generating unit is less than its carry- ing amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for good- will is recognised directly in the statement of comprehensive income. An impairment loss recognised on goodwill is not re- versed in subsequent periods. Income taxes Income taxes have been computed in accordance with the laws currently enacted or substantially enacted in jurisdic- tions where operating entities are located. Income tax is calculated based on the results for the year as adjusted for items that are non-assessable or non-tax deductible. It is calculated using tax rates that have been enacted by the reporting date. Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differ- ences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary dif- ferences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized. Deferred tax assets and liabilities are offset when: • The Group has a legally enforceable right to set off the recog- nised amounts of current tax assets and current tax liabilities; • The Group has an intention to settle on a net basis, or to real- ize the asset and settle the liability simultaneously; • The deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority in each future period in which significant amounts of deferred tax li- abilities and assets are expected to be settled or recovered. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be avail- able to allow all or part of the asset to be recovered. Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the re- porting period. The measurement of deferred tax liabilities and as- sets reflects the tax consequences that would follow from the man- ner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax is charged or credited to the statement of com- prehensive income, except when it relates to items credited or charged directly to equity or other comprehensive income, in which case the deferred tax is also dealt with in equity or other comprehensive income. The majority of the Group companies that are involved in agri- cultural production (poultry farms and other entities engaged in agricultural production) benefit substantially from the status of an agricultural producer. These companies are exempt from in- come taxes and pay the Fixed Agricultural Tax instead (Note 11). Withholding tax Passive income (dividends, interest, royalties, etc) from Ukrainian sources that is paid to non-resident entities is generally subject to withholding tax (WHT). The WHT tax rates 15% (base rates) should be applied unless more favorable rates (reduced rates) are provided by a relevant double taxation treaty (DTT) signed between Ukraine and for- eign country. In order to benefit from reduced tax rate in DTT, the non-resident recipient of income must confirm its tax residency and should also be considered the beneficial owner of such income. FINANCIAL STATEMENTS ANNUAL REPORT 2018 129 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Withholding tax (continued) Tax residency status should be confirmed by tax residency cer- tificate issued by tax authorities of the recipient’s country of resi- dence for tax year in which the income is paid. According to the Tax Code of Ukraine, agents, nominee holders, and other intermediaries in respect of received income cannot be beneficial owners of income sourced in Ukraine and are not entitled to favorable treaty provisions. The Ukrainian tax author- ities use both legal and economic substance approach for the beneficial owner definition considering also economic substance of the transaction and the substance of the recipient of income. As result, in order to prove the beneficial ownership status of the non-resident recipient, there should be additional documental support to justify the substance of transactions. No formal requirements exist to the above documents and, in practice, such documents may include evidence that the recipi- ent of income has a real office, employees and that the recipient is fully entitled to manage and dispose the received income with- out limitations. Inventories Inventories are stated at the lower of cost and net realizable val- ue. Costs comprise raw materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present locations and condition. Cost is calculated using the FIFO (first-in, first-out) method. Net realizable value is determined as the estimated selling price less all estimated costs of completion and costs to be incurred in mar- keting, selling and distribution. The difference between fair value less costs to sell and total pro- duction costs is allocated to biological assets held in stock as of each reporting date as a fair value adjustment. Agriculture related production process results in production of joint products: main and by-products. A by-product arising from the process is measured at net realizable value and this value is deducted from the cost of the main product. Biological assets and agricultural produce Agricultural activity is defined as a biological transformation of biological assets for sale into agricultural produce or into additional biological assets. The Group classifies hatchery eggs, live poultry and other animals and plantations as bio- logical assets. The Group recognizes a biological asset or agricultural produce when the Group controls the asset as a result of past events, it is probable that future economic benefits associated with the asset will flow to the Group, and the fair value or cost of the asset can be measured reliably. Biological assets are stated at fair value less estimated costs to sell at both initial recognition and as of the reporting date, with any resulting gain or loss recognised in the consolidated state- ment of comprehensive income. Costs to sell include all costs that would be necessary to sell the assets, including costs neces- sary to get the assets to market. The change in this adjustment from one period to another is rec- ognised as “Net change in fair value of biological assets and agricultural produce” in the statement of comprehensive income. Agricultural produce harvested from biological assets is measured at its fair value less costs to sell at the point of harvest. A gain or loss arising on initial recognition of agricultural produce at fair value less costs to sell is included in the statement of comprehensive income. Based on the above policy, the principal groups of biological as- sets and agricultural produce are stated as follows: Biological Assets (i) Broiler chickens Broilers comprise poultry held for chicken meat production. The fair value of broilers is determined by reference to the cash flows that will be obtained from the sales of 42-day aged chickens, with an allowance for costs to be incurred and risks to be faced during the remaining transformation process. (ii) Breeders The fair value of breeders is determined using the discounted cash flow approach based on hatchery eggs’ market prices. FINANCIAL STATEMENTS ANNUAL REPORT 2018 130 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Biological assets and agricultural produce (continued) (iii) Cattle and pigs Cattle and pigs comprise cattle held for regeneration of livestock population and animals raised for milk and beef and pork meat production. The fair value of livestock is de- termined based on market prices of livestock of similar age, breed and genetic merit. Cattle, for which market-determined prices or values are not available and for which alternative estimates of fair value are determined to be clearly unreli- able, are measured using the present value of expected net cash flows from the asset discounted at a current market-de- termined pre-tax rate. (iv) Crops in fields The fair value of crops in fields is determined by reference to the cash flows that will be obtained from sales of harvested crops, with an allowance for costs to be incurred and risks to be faced during the remaining transformation process. (v) Hatchery eggs The fair value of hatchery eggs is determined by reference to market prices at the point of harvest. Agricultural Produce (ii) Grain The fair value of fodder grain is determined by reference to market prices at the point of harvest. The Group’s biological assets are classified into bearer and consumable biological assets depending upon the function of a particular group of biological assets in the Group’s production process. Consumable biological assets are those that are to be harvested as agricultural produce, and include hatchery eggs and live broiler chickens intended for the production of meat, as well as pork and meat cows. Bearer biological assets include poultry held for hatchery eggs production, orchards, milk cows and breeding bulls. Financial instruments Financial assets and financial liabilities are recognised in the Group’s statement of financial position when the Group becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities of the Group are rep- resented by cash and cash equivalents, trade accounts re- ceivable, net, bank borrowings, bonds issued, trade accounts payable and other financial liabilities. The accounting policies for initial recognition and subsequent measurement of financial instruments are disclosed in the respective accounting policies set out below in this Note. (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair val- ue of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. Financial assets All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on the classification of the financial assets. Classification of financial assets Debt instruments that meet the following conditions are mea- sured subsequently at amortised cost (this category is the most relevant to the Group): • the financial asset is held within a business model whose ob- jective is to hold financial assets in order to collect contractu- al cash flows; and • the contractual terms of the financial asset give rise on speci- fied dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Debt instruments that meet the following conditions are mea- sured subsequently at FVTOCI: (i) Dressed poultry, beef and pork The fair value of dressed poultry, beef and pork is deter- mined by reference to market prices at the point of harvest. Financial assets and financial liabilities are initially recognised at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities FINANCIAL STATEMENTS ANNUAL REPORT 2018 131 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Financial assets (continued) • the financial asset is held within a business model whose ob- jective is achieved by both collecting contractual cash flows and selling the financial assets; and • the contractual terms of the financial asset give rise on speci- fied dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. By default, all other financial assets are measured subsequent- ly at FVTPL. Financial assets at amortised cost are subsequently measured us- ing the effective interest (EIR) method and are subject to impairment. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the princi- pal repayments, plus the cumulative amortisation using the effec- tive interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance. loss. ECLs are estimated as the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to receive, discounted at the original effective interest rate. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument. For trade accounts receivable and contract assets, the Group ap- plies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recog- nises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-look- ing factors specific to the debtors and the economic environment. For all other financial instruments, the Group recognises life- time ECL when there has been a significant increase in credit risk since initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that fi- nancial instrument at an amount equal to 12 month ECL. Lifetime ECL represents the expected credit losses that will re- sult from all possible default events over the expected life of a financial instrument. In contrast, 12 month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date. pares the risk of a default occurring on the financial instrument at the reporting date with the risk of a default occurring on the finan- cial instrument at the date of initial recognition. In making this as- sessment, the Group considers both quantitative and qualitative information that is reasonable and supportable, including histor- ical experience and forward looking information that is available without undue cost or effort. Forward looking information consid- ered includes the future prospects of the industries in which the Group’s debtors operate, obtained from economic expert reports, financial analysts, governmental bodies, as well as consideration of various external sources of actual and forecast economic infor- mation that relate to the Group’s core operations. Irrespective of the outcome of the above assessment, the Group presumes that the credit risk on a financial asset has increased significantly since initial recognition when contractual payments are more than 30 days past due, unless the Group has reason- able and supportable information that demonstrates otherwise. Low credit risk financial instruments Despite the foregoing, the Group assumes that the credit risk on a financial instrument has not increased significantly since ini- tial recognition if the financial instrument is determined to have low credit risk at the reporting date. A financial instrument is determined to have low credit risk if: (1) The financial instrument has a low risk of default, (2) The debtor has a strong capacity to meet its contractual cash flow obligations in the near term, and Impairment of financial assets Significant increase in credit risk The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or In assessing whether the credit risk on a financial instrument has increased significantly since initial recognition, the Group com- FINANCIAL STATEMENTS ANNUAL REPORT 2018 132 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Financial assets (continued) (3) Adverse changes in economic and business conditions in the longer term may, but will not necessarily, reduce the abili- ty of the borrower to fulfil its contractual cash flow obligations. Default definition The Group considers that default has occurred when a finan- cial asset is more than 90 days past due unless the Group has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate. Credit impaired financial assets A financial asset is credit impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidence that a fi- nancial asset is credit impaired includes observable data about the following events: (a) significant financial difficulty of the issuer or the borrower; (b) a breach of contract, such as a default or past due event; (c) the lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s financial difficulty, hav- ing granted to the borrower a concession(s) that the lend- er(s) would not otherwise consider; (d) it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation; or (e) the disappearance of an active market for that financial asset because of financial difficulties. Write-off policy Derecognition of financial liabilities The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss. When the Group exchanges with the existing lender one debt instrument into another one with the substantially different terms, such exchange is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, the Group accounts for substantial modification of terms of an existing liability or part of it as an extinguishment of the original financial liability and the recogni- tion of a new liability. It is assumed that the terms are substan- tially different if the discounted present value of the cash flows under the new terms, including any fees paid net of any fees received and discounted using the original effective rate is at least 10 per cent different from the discounted present value of the remaining cash flows of the original financial liability. If the modification is not substantial, the difference between: (1) the carrying amount of the liability before the modification; and (2) the present value of the cash flows after modification should be recognised in profit or loss as the modification gain or loss. The Group writes off a financial asset when there is information indi- cating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or in the case of trade accounts receivable, when the amounts are over three years past due, whichever occurs sooner. Financial assets writ- ten off may still be subject to enforcement activities under the Group’s recovery procedures, taking into account legal advice where appro- priate. Any recoveries made are recognised in profit or loss. Inputs, assumptions and estimation techniques used by mea- surement and recognition of expected credit losses are dis- closed in respective Notes 14 and 19 to financial assets. Financial liabilities Initial recognition and measurement The Group’s financial liabilities include trade and other pay- ables, loans and borrowings, finance leases and derivative fi- nancial instruments. All financial liabilities are recognised initially at fair value and are measured subsequently at amortised cost using the effec- tive interest method. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an in- tegral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability. FINANCIAL STATEMENTS ANNUAL REPORT 2018 133 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Trade accounts receivable, net Trade accounts receivable, net are measured at initial recog- nition at transaction price, and are subsequently measured at amortised cost using the effective interest rate method. Trade accounts receivable, net which are non-interest bearing, are stated at their nominal value. Cash and cash equivalents Cash and cash equivalents include cash on hand, cash with banks, deposits and marketable securities with an original ma- turity of less than three months. Bank borrowings, corporate bonds issued and other long-term payables Interest-bearing bank borrowings, bonds issued and other long- term payables are initially measured at fair value net of directly attributable transaction costs, and are subsequently measured at amortised cost using the effective interest rate method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption amount is recognised over the term of the borrowings and recorded as finance costs. Derivative financial instruments The Group enters into derivative financial instruments to pur- chase sunflower seeds. Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognised in profit or loss immediately. Trade and other accounts payable Accounts payable are measured at initial recognition at fair val- ue, and are subsequently measured at amortised cost using the effective interest rate method. Leases Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the Group. All other leases are classified as operating leases. Assets held by the Group under finance leases are recognised as assets of the Group at their fair value at the date of acquisi- tion or, if lower, at the present value of the minimum lease pay- ments. The corresponding liability to the lessor is included in the consolidated statement of financial position as a finance lease obligation. Lease payments are apportioned between finance charges and a reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liabili- ty. Finance expenses are recognised directly to the statement of comprehensive income and are classified as finance costs. Rental income or expenses under operating leases are rec- ognised in the consolidated statement of comprehensive in- come on a straight line basis over the term of the lease. Provisions Provisions are recognised when the Group has a present legal or constructive obligation (either based on legal regulations or implied) as a result of past events, and it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the obligation can be made. FINANCIAL STATEMENTS ANNUAL REPORT 2018 134 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 4. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY In the application of the Group’s accounting policies, which are described in Note 3, management is required to make judge- ments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are rec- ognised in the period in which the estimate is revised if the revi- sion affects both current and future periods. Critical judgements in applying accounting policies The following are the critical judgments, apart from those in- volving estimations (see below), that management has made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in the consolidated financial statements. When determining whether to perform a fair value assess- ment in a given period, the management of the Group consid- ers development of macroeconomic indicators like changes in prices, inflation rates and devaluation of Ukrainian Hryvnia (“UAH”) against USD and EUR. Based on the results of this review, the management of the Group concluded that the fair value of all groups property, plant and equipment not to be materially different from the reported book values as of 31 December 2018. Key sources of estimation uncertainty The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period that have a significant risk of causing a ma- terial adjustment to the carrying amounts of assets and liabili- ties within the next financial year. Fair value less costs to sell of biological assets and agricul- tural produce Biological assets are recorded at fair values less costs to sell. The Group estimates the fair values of biological assets based on the following key assumptions: • Average meat output for broilers and livestock for meat pro- Revaluation of property, plant and equipment duction; As described in Note 3, the Group applies the revaluation model to the measurement of all groups of property, plant and equipment, ex- cept land and other fixed assets. At each reporting date, the Group carries out a review of the carrying amount of items of property, plant and equipment accounted for using a revaluation model to deter- mine whether the carrying amount differs materially from fair value. • Average productive life of breeders and cattle held for regen- eration and milk production; • Expected crops output; • Estimated changes in future sales prices; • Projected production costs and costs to sell; and, • Discount rate. During the year ended 31 December 2018 the fair value of bio- logical assets was estimated using discount factors of 15.7% and 18.0% (31 December 2017: 12.7% and 18.1%) for non-current and current assets, respectively. Although some of these assumptions are obtained from pub- lished market data, the majority of these assumptions are es- timated based on the Group’s historical and projected results (Note 15). Useful lives of property, plant and equipment The estimation of the useful life of an item of property, plant and equipment is a matter of management estimate based upon ex- perience with similar assets. In determining the useful life of an asset, management considers the expected usage, estimated technical obsolescence, physical wear and tear and the physi- cal environment in which the asset is operated. Changes in any of these conditions or estimates may result in adjustments for future depreciation rates. Deferred tax assets Deferred tax assets, including those arising from unused tax losses are recognised to the extent that it is probable that they will be recovered, which is dependent on the generation of suf- ficient future taxable profit. Based on management assessment the Group decided to recognize deferred tax assets on unused tax losses, which will be utilized in future against existing de- ferred tax liabilities and available future tax profits. FINANCIAL STATEMENTS ANNUAL REPORT 2018 135 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) The accounting policies of the reportable segments are the same as the Group’s accounting policies described in Note 3. Sales be- tween segments are carried out at market prices. The segment result represents operating profit under IFRS before unallocated corporate expenses and loss on impairment of property, plant and equipment. Unallocated corporate expenses include management remuneration, representative expenses, and expenses incurred in respect of the maintenance of office premises. This is the measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance. The Group does not disclose geographical revenue information as it is not available and the cost to develop it would be excessive. 5. SEGMENT INFORMATION The majority of the Group’s operations and non-current assets are located within Ukraine. Segment information is analysed on the basis of the types of goods supplied by the Group’s operating divisions. The Group’s reportable segments under IFRS 8 are as follows: Poultry and related operations segment: • sales of chicken meat • sales of vegetable oil and related products • other poultry related sales Grain growing operations segment: • sales of grain Other agricultural operations segment: • sales of meat processing products and other meat • other agricultural operations (milk, feed grains and other) FINANCIAL STATEMENTS ANNUAL REPORT 2018 136 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 5. SEGMENT INFORMATION (CONTINUED) As of 31 December and for the year then ended the Group’s segmental information from continuing operations was as follows: Year ended 31 December 2018 External sales Sales between business segments Total revenue Segment result Unallocated corporate expenses Loss on impairment of property, plant and equipment Other expenses, net* Profit before tax from continuing operations Other information: Additions to property, plant and equipment** Depreciation and amortization expense*** Net change in fair value of biological assets and agricultural produce Poultry and related operations Grain growing operations Other agricultural operations Total reportable segments 1,241,181 50,181 1,291,362 229,293 180,976 244,151 425,127 106,401 133,820 324 134,144 7,996 1,555,977 294,656 1,850,633 343,690 189,677 82,093 (934) 30,747 44,503 33,028 12,496 7,555 - 232,920 134,151 32,094 Eliminations Consolidated - 1,555,977 (294,656) (294,656) - - - - - 1,555,977 343,690 (28,764) (3,803) (132,492) 178,631 232,920 134,151 32,094 * Include finance income, finance costs, foreign exchange loss, net and other expenses, net. ** Additions to property, plant and equipment in 2018 (Note 12) do not include unallocated additions in the amount of USD 5,948 thousand. *** Depreciation and amortization for the year ended 31 December 2018 does not include unallocated depreciation and amortization in the amount of USD 802 thousand. FINANCIAL STATEMENTS ANNUAL REPORT 2018 137 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 5. SEGMENT INFORMATION (CONTINUED) Year ended 31 December 2017 External sales Sales between business segments Total revenue Segment result Unallocated corporate expenses Loss on impairment of property, plant and equipment Other expenses, net* Profit before tax from continuing operations Other information: Additions to property, plant and equipment** Depreciation and amortization expense*** Net change in fair value of biological assets and agricultural produce Poultry and related operations Grain growing operations Other agricultural operations Total reportable segments Eliminations Consolidated 1,050,724 37,168 1,087,892 306,528 117,077 191,993 309,070 65,643 119,951 194 120,145 15,496 1,287,752 229,355 1,517,107 387,667 93,136 59,614 28,580 21,069 29,675 (11,863) 3,493 3,268 4,284 117,698 92,557 21,001 - (229,355) (229,355) - - - - 1,287,752 - 1,287,752 387,667 (22,304) (3,607) (148,619) 213,137 117,698 92,557 21,001 * Include finance income, finance costs, foreign exchange loss, net and other expenses, net. ** Additions to property, plant and equipment in 2017 (Note 12) do not include unallocated additions in the amount of USD 7,938 thousand. *** Depreciation and amortization for the year ended 31 December 2017 does not include unallocated depreciation and amortization in the amount of USD 668 thousand. FINANCIAL STATEMENTS ANNUAL REPORT 2018 138 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 5. SEGMENT INFORMATION (CONTINUED) 6. REVENUE 7. COST OF SALES The Group’s export sales to external customers by major prod- uct types were as follows during the years ended 31 December 2018 and 2017: Revenue for the years ended 31 December 2018 and 2017 was as follows: Cost of sales for the years ended 31 December 2018 and 2017 was as follows: Poultry and related operations segment 2018 2017 2018 2017 Chicken meat 870,851 718,032 Chicken meat and related products 471,177 334,385 Vegetable oil and related products 271,122 260,251 Vegetable oil and related products 274,313 259,054 Shipping and handling services 43,586 33,104 Grain 156,511 108,815 Other poultry related sales 55,622 39,337 Other agricultural segment products 21,703 30,012 1,241,181 1,050,724 923,704 732,266 Grain growing operations segment Export sales includes revenue from shipping and handling ser- vices in the amount of USD 33,325 thousand as of 31 December 2018 (2017: USD 24,412 thousand). Grain 168,118 108,068 Shipping and handling services 12,858 9,009 180,976 117,077 Other agricultural operations segment Export sales of vegetable oil and related products and export sales of grains are primarily made to global trading companies. The major markets for the Group’s export sales of chicken meat are MENA and EU countries. Other meat Shipping and handling services Other agricultural sales 97,190 83,599 5,313 31,317 4,207 32,145 133,820 119,951 1,555,977 1,287,752 Poultry and related operations 891,065 718,407 Grain growing operations 154,053 89,075 Other agricultural operations 122,550 105,362 1,167,668 912,844 For the years ended 31 December 2018 and 2017 cost of sales comprised the following: Costs of raw materials and other inventory used 2018 2017 754,942 626,104 Payroll and related expenses 162,395 113,875 Depreciation and amortization expense Other costs 124,993 82,835 125,338 90,030 1,167,668 912,844 FINANCIAL STATEMENTS ANNUAL REPORT 2018 139 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 8. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Selling, general and administrative expenses for the years end- ed 31 December 2018 and 2017 were as follows: Payroll and related expenses Services Depreciation expense Representative costs and business trips Advertising expense Fuel and other materials used Insurance expense Bank services and conversion fees Other 2018 43,653 21,957 9,960 2017 31,759 17,620 10,390 9,830 8,920 7,779 2,715 492 431 2,857 5,256 2,588 61 488 2,157 99,674 79,239 Remuneration to the auditors, included in Services above, amounted to USD 1,605 thousand for the year ended 31 Decem- ber 2018 (2017: USD 980 thousand). Such remuneration includes both audit and non-audit services, with the statutory audit fees component amounted to USD 430 thousand (2017: USD 420 thousand) for the year ended 31 December 2018 and fees for other assurance services component approximating USD 458 thousand (2017: USD 294 thousand), for tax advisory services component approximating USD 20 thousand (2017: USD 130 thousand) and for other non-audit services component approxi- mating USD 697 thousand (2017: USD 136 thousand) for the year ended 31 December 2018. during the year ended 31 December 2018 the Group was not able to receive respective state subsidies from the budget and has not recognised any such subsidies in the consolidated fi- nancial statements accordingly. In 2017, USD 52,605 thousand amount of subsidies were recognised. 9. GOVERNMENT GRANTS INCOME On 30 December 2016, the President of Ukraine signed the Law No. 1791 “On Amendments to the Tax Code of Ukraine Re- garding the Balancing of Budget Revenues in 2017” (the “Law No. 1791”). The Law No. 1791 introduced changes to VAT admin- istration for agricultural companies which previously enjoyed a special VAT regime. In order to continue state support for agricultural companies, the Law No. 1791 introduced budget subsidies for agricultural companies. From 2017 onwards, bud- get subsidies will be provided for five consecutive years until 1 January 2022. The agricultural producers eligible for the sub- sidies, include those, involved in poultry production and ani- mal farming, as well as fruit and vegetable farmers. For each agricultural producer, the amount of the direct subsidy is not to exceed the amount of VAT tax paid by the producers, and was distributed on a monthly basis. As of the date of the authori- zation of these consolidated financial statements, the Govern- ment has not allocated the specific amount for the state sub- sidies for qualifying agricultural companies in 2018. Therefore, However, the Ukrainian Government continues to support do- mestic agri producers and attract investments into agricultural sector. According to the Law “On the State Budget for 2018”, UAH 6,311 million were allocated to support agricultural sector in 2018 via compensation program, including UAH 4,000 million to support livestock sector and up to UAH 1,000 million to pur- chase agricultural machinery produced in Ukraine. On 7 Febru- ary 2018, the Cabinet of Ministers of Ukraine approved the pro- cedure to obtain livestock sector state support. During the year ended 31 December 2018, the Group received government grants in accordance to the compensation program for construction and reconstruction of livestock farms in an amount of UAH 960,666 thousand (USD 34,371 thousand). Government grants are present- ed in the statement of the financial position as deferred revenues, which is recognised in profit or loss on a systematic basis over the useful life of the related assets. Also, during the year ended 31 December 2018 the Group received UAH 27,940 (USD 1,000 thousand) thousand for keeping rearing cattle. This amount was recognised in consolidated statement of profit or loss and other comprehensive income in full. FINANCIAL STATEMENTS ANNUAL REPORT 2018 140 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 10. FINANCE COSTS Finance costs for the years ended 31 December 2018 and 2017 were as follows: 2018 2017 Interest on corporate bonds 93,200 83,102 Transaction costs related to corporate bonds 32,915 4,588 Interest on bank borrowings 11,852 19,430 Interest on obligations under finance leases Bank commissions and other charges 1,154 1,211 4,417 4,643 Total finance costs 143,538 112,974 Less: Finance costs included in the cost of qualifying assets (5,519) (4,575) 138,019 108,399 For qualifying assets, the weighted average capitalization rate on funds borrowed during the year ended 31 December 2018 was 8.60% (2017: 9.69%). Interest on corporate bonds for the years ended 31 December 2018 and 2017 includes the amortization of premium and debt is- sue costs on bonds issued in the amounts of USD 6,196 thousand and USD 5,788 thousand, respectively. 11. INCOME TAX The majority of the Group’s operating entities are located in Ukraine, therefore the effective tax rate reconciliation is com- pleted based on Ukrainian statutory rates. The net results of the Group companies incorporated in jurisdictions other than Ukraine were insignificant during the years ended 31 December 2018 and 2017. During the year ended 31 December 2018, the Group’s compa- nies that have the status of Corporate Income Tax (the “CIT”) payers in Ukraine were subject to income tax. The Tax Code of Ukraine introduced an 18% income tax rate effective from 1 Janu- ary 2014. The deferred income tax assets and liabilities as of 31 December 2018 and 2017 are measured based on the tax rates expected to be applied to the period when the temporary differ- ences are expected to reverse. The majority of the Group companies that are involved in ag- ricultural production (poultry farms and other entities engaged in agricultural production) benefit substantially from the status of an agricultural producer. The tax rates for agricultural pro- ducers is calculated as a percentage of the target-ratio based monetary valuation per hectare of agricultural land resulting in substantially lower tax charges compared to CIT. Agricultural manufacturers are eligible to apply for a single tax if they meet both the following two requirements: 1. The share of the entity’s revenue from agricultural produc- tion (i.e. sale of the entity’s cultivated and processed prod- ucts) to the total share of its income equals or exceeds 75 per cent; and 2. These agriproducts were cultivated on land that such ag- ricultural manufacturers own or lease, and the ownership title and leases have been duly registered. FINANCIAL STATEMENTS ANNUAL REPORT 2018 141 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 11. INCOME TAX (CONTINUED) The components of income tax expense/(benefit) were as fol- lows for the years ended 31 December 2018 and 2017: Current income tax expense Withholding tax Deferred tax expense/(benefit) Income tax benefit 2018 2,169 10,927 37,431 50,527 2017 388 - (17,506) (17,118) The reconciliation between profit before tax from continuing op- erations multiplied by the statutory tax rate and the tax expense for the years ended 31 December 2018 and 2017 was as follows: Derecognition of previously recognised tax losses results from the reversal of deferred tax liabilities related to property revaluation that were the source of taxable income relied on previously to support recognition. As of 31 December 2018 and 2017 deferred tax assets and liabil- ities recognised the following: Deferred tax assets arising from: Other current liabilities Inventories Tax losses 2018 2017 1,235 354 800 28 60,048 90,793 Total deferred tax assets 61,637 91,621 Profit before income tax 178,631 213,137 Property, plant and equipment (61,908) (114,684) 2018 2017 Deferred tax liabilities arising from: During the years ended 31 December 2018 and 2017 the Group did not recognize tax losses in the amount of USD 67,717 (USD 12,189 thousand of deferred tax assets), USD 26,582 thousand (USD 4,785 thousand of deferred tax asset), respectively, as the Group did not intend to deduct the relevant expenses for tax purposes in subsequent periods, as there are uncertainties on whether sufficient taxable profits will be generated by particular companies of the Group in the future. There is no expira- tion date of accounting tax losses according to Tax Code of Ukraine. Deferred tax liabilities have not been recognised in respect of unremitted earnings of Ukrainian subsidiaries as the earnings can be remitted free from taxation currently and in future years, based on current legislation. The movements in net deferred tax liabilities for the years ended 31 December 2018 and 2017 were as follows: Income tax expense calculated at rates effective during the year ended in respective jurisdictions Tax effect of: Income generated by FAT payers and other exempt from income tax Derecognition and utilisation of previously recognised tax losses Withholding tax Non-deductible expenses Expenses not deducted for tax purposes Translation loss Income tax benefit 36,209 39,171 (33,249) (57,927) 30,802 10,927 1,894 2,129 1,815 50,527 - - (3,984) 4,785 837 (17,118) Inventories (493) (546) Total deferred tax liabilities (62,401) (115,230) Net deferred tax liabilities (764) (23,609) Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes relate to the same fiscal authority. The following amounts, determined after appropriate offsetting, are presented in the consolidated statement of financial position as of 31 December 2018 and 2017: Deferred tax assets 2018 12,189 2017 121 Deferred tax liabilities (12,953) (23,730) Deferred tax assets not recognised (12,189) - (12,953) (23,609) Net deferred tax liabilities as of beginning of the year 2018 2017 (23,609) (9,703) Deferred tax (expense)/benefit (37,431) 17,506 Deferred tax on revaluation of property, plant and equipment charged directly to other comprehensive income 49,357 (30,979) Translation difference (1,270) (433) Net deferred tax liabilities as of end of the year (12,953) (23,609) Deferred tax benefit on revaluation of property, plant and equip- ment is related to the intercompany sale of fixed assets from CIT-payers entity to FAT-payers (tax-exempt) entity, which has led to reversal of the respective part of the deferred tax liability. FINANCIAL STATEMENTS ANNUAL REPORT 2018 142 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 12. PROPERTY, PLANT AND EQUIPMENT The following table represents movements in property, plant and equipment for the year ended 31 December 2018: Cost or fair value: At 1 January 2018 Additions Disposals Transfers Impairment loss Translation difference 2,816 1,515 - 21 - 11 586,297 76,837 269,093 43,494 47,748 (573) 29,955 - 497 (1) - - 41,730 (1,652) 20,707 - 6,668 1,043 2,615 5,535 (137) 2,031 - 464 90,111 10,477 (24) 3,996 - 980 198,903 8,697 113,351 1,389,599 38,887 (2,524) 166 (1,697) 2,110 1,242 (286) 49 - 101 91,237 238,868 (149) (5,346) (56,925) - (2,106) 1,086 (3,803) 15,078 At 31 December 2018 4,363 670,095 78,376 332,493 51,387 105,540 235,845 9,803 146,494 1,634,396 Accumulated depreciation: At 1 January 2018 Depreciation charge for the year Elimination upon disposal Transfers Translation difference At 31 December 2018 Net book value At 1 January 2018 At 31 December 2018 - - - - - - - - - - - - 24,090 5,596 35,511 6,838 5,960 53,720 (154) - (21) - - (98) (186) - (621) (22) - (120) 23,915 5,498 34,704 6,696 (5) - (104) 5,851 (643) - (933) 52,144 6,497 1,134 (245) - (328) 7,058 - - - - - - 6,497 132,849 (1,255) - (2,225) 135,866 2,816 4,363 586,297 646,180 76,837 72,878 269,093 297,789 43,494 44,691 90,111 99,689 198,903 183,701 2,200 2,745 113,351 1,383,102 146,494 1,498,530 * Other fixed assets include bearer plants, office furniture and equipment. FINANCIAL STATEMENTS ANNUAL REPORT 2018 143 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 12. PROPERTY, PLANT AND EQUIPMENT (CONTINUED) The following table represents movements in property, plant and equipment for the year ended 31 December 2017: Cost or fair value: At 1 January 2017 Additions Disposals Transfers Revaluations Impairment loss Translation difference At 31 December 2017 Accumulated depreciation: At 1 January 2017 Depreciation charge for the year Elimination upon disposal Eliminated on revaluation Transfers Translation difference At 31 December 2017 Net book value At 1 January 2017 At 31 December 2017 1,217 1,661 - 66 - - (128) 2,816 - - - - - - - 518,152 85,267 264,939 41,529 80,030 218,741 7,548 59,401 1,276,824 13,783 (507) 7,828 65,164 (885) (17,238) 1,066 (41) 7,540 (13,733) (158) (3,104) 7,054 (664) 9,629 (1,785) (775) (9,305) 2,315 (44) (6,317) 7,850 (797) (1,042) 586,297 76,837 269,093 43,494 9,181 14,265 (58) 4,417 6,025 (6) (22,270) (9,982) - (1,118) - - (454) - 39,774 23,566 (1,659) (59,451) (5) (2,225) - 2,290 4,370 (66) (6,134) 3 (463) - 2,446 (4) (2,460) 12,686 (94) (2,493) 90,111 1,794 2,720 (2) (4,312) - (200) - 23,748 (3,846) (3,208) (27,785) (898) (7,849) 198,903 33,543 37,099 (3,037) (65,191) 2 (2,416) - 1,415 (125) 178 - - (319) 8,697 5,491 1,273 (122) - - (145) 6,497 72,148 125,636 - (13,256) - - (5,231) - 42,397 (3,607) (4,942) (46,420) 113,351 1,389,599 - - - - - - - 96,490 89,318 (4,950) (167,340) - (7,021) 6,497 1,217 2,816 508,971 80,850 225,165 39,239 586,297 76,837 269,093 43,494 78,236 90,111 185,198 198,903 2,057 2,200 59,401 1,180,334 113,351 1,383,102 * Other fixed assets include bearer plants, office furniture and equipment; FINANCIAL STATEMENTS ANNUAL REPORT 2018 144 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 12. PROPERTY, PLANT AND EQUIPMENT (CONTINUED) As of 31 December 2018, included within construction in prog- ress were prepayments for property, plant and equipment in the amount of USD 13,117 thousand (2017: USD 13,014 thousand). As of 31 December 2018, included within property, plant and equipment were fully depreciated assets with the original cost of USD 7,040 thousand (2017: USD 5,584 thousand). As of 31 December 2018 and 2017 the net carrying amount of property, plant and equipment, represented by vehicles and ag- ricultural machinery, held under finance lease agreements was USD 21,449 thousand and USD 21,834 thousand, respectively. Impairment assessment The Group reviews its property, plant and equipment each peri- od to determine if any indication of impairment exists. Based on these reviews, there were no indicators of impairment as of 31 December 2018 and 2017, except for the impairment of certain assets in the amount of USD 3,803 thousand USD 3,607 thou- sand as of 31 December 2018 and 2017, respectively. the fair value of vehicles and agricultural machinery was materially different from the reported book values. Based on analysis of fluctu- ations of the cumulative index of producer’s prices, the index of phys- ical depreciation and the functional currency depreciation, Manage- ment assessed the fair value of vehicles and agricultural machinery not to be materially different from the reported book values. Revaluation of production machinery During the year ended 31 December 2017, the Group engaged independent appraisers to revalue its production machinery. The effective date of revaluation was 31 December 2017. The valua- tion, which conformed to the International Valuation Standards, was determined using market comparable approach adjusted based on age and condition of the machinery or for items of spe- cialized nature depreciated replacement cost method. During the year ended and as of 31 December 2018, the Group evaluated if the fair value of production machinery was materially different from the reported book values. Based on analysis of fluctuations of the cumulative index of producer’s prices, the index of physical depreciation and the functional currency depreciation, Manage- ment assessed the fair value of such production machinery not to be materially different from the reported book values. During the year ended and as of 31 December 2018, the Group evaluated if the fair value of buildings and structures was mate- rially different from the reported book values. Based on analysis of the fluctuations of the cumulative index of inflation of construc- tion works and index of physical depreciation, Management as- sessed the fair value of such buildings and structures not to be materially different from the reported book values. Revaluation of Grain storage facilities During the year ended 31 December 2017, the Group engaged independent appraisers to revalue its grain storage facilities as of 31 December 2017. The valuation, which conformed to the In- ternational Valuation Standards, was determined using depreci- ated replacement cost method by reference to observable prices in an active market adjusted based on age and condition of the facilities. During the year ended and as of 31 December 2018, the Group evaluated if the fair value of grain storage facilities was materially different from the reported book values. Based on analysis of fluctuations of the cumulative index of inflation of construction works and the index of physical depreciation, Man- agement assessed the fair value of grain storage facilities not to be materially different from the reported book values. Revaluation of vehicles and agricultural machinery During the year ended 31 December 2017, the Group engaged in- dependent appraisers to revalue its vehicles and agricultural ma- chinery. The effective date of revaluation were 31 December 2017. The valuation, which conformed to the International Valuation Stan- dards, was determined using market comparable approach adjust- ed based on age and condition of the machinery. During the year ended and as of 31 December 2018, the Group evaluated whether Revaluation of buildings and structures During the year ended 31 December 2017, the Group engaged in- dependent appraisers to revalue its buildings and structures. The effective date of revaluation was 31 December 2017. The valua- tion, which conformed to the International Valuation Standards, was determined using depreciated replacement cost method by reference to observable prices in an active market adjust- ed based on age and condition of the buildings and structures. Revaluation of Auxiliary and other machinery During the year ended 31 December 2017, the Group engaged an independent appraiser to determine the fair value of its Aux- iliary and other machinery as of 31 December 2017. The valua- tion, which conformed to the International Valuation Standards, was determined using the market comparable approach adjust- ed based on age and condition of the machinery or for items of specialized nature depreciated replacement cost method. FINANCIAL STATEMENTS ANNUAL REPORT 2018 145 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 12. PROPERTY, PLANT AND EQUIPMENT (CONTINUED) 13. LAND LEASE RIGHTS During the year ended and as of 31 December 2018, the Group evaluated if the fair value of Auxiliary and other machinery was materially different from the reported book values. Based on analysis of fluctuations of the cumulative index of inflation of construction works and the index of physical depreciation, Management assessed the fair value of Auxiliary and other machinery not to be materially different from the reported book values. Revaluation of Utilities and infrastructure During the year ended 31 December 2017, the Group engaged independent appraisers to revalue its utilities and infrastructure as of 31 December 2017. The valuation, which conformed to the International Valuation Standards, was determined using depreciated replacement cost method by reference to ob- servable prices in an active market adjusted based on age and condition of the facilities. During the year ended and as of 31 December 2018, the Group evaluated if the fair value of utilities and infrastructure was materially different from the reported book values. Based on analysis of fluctuations of the cumulative index of inflation of construction works and the index of physical depreciation, Management assessed the fair value of utilities and infrastructure not to be materially different from the reported book values. Had the Group’s property plant and equipment been measured on a historical cost basis, their carrying amount would have been as follows: Fair value hierarchy Fair value Net book value if carried at cost 2018 2017 2018 2017 Buildings and structures Grain storage facilities Level 3 Level 3 646,180 586,297 266,075 197,780 72,878 76,837 31,189 31,013 Production machinery Level 2, 3 297,789 269,093 171,600 124,617 Vehicles and agricultural machinery Level 2 183,701 198,903 93,489 82,227 Land lease rights represent rights for operating leases of agricultural land plots. The following table represents the movements in land lease rights for the years ended 31 December 2018 and 2017: 2018 2017 Cost: As of 1 January Additions Translation difference As of 31 December Accumulated amortization: As of 1 January Amortization charge for the year Translation difference As of 31 December Net book value: As of 1 January As of 31 December 60,697 9,340 667 70,704 15,287 6,513 95 21,895 45,410 48,809 54,873 7,970 (2,146) 60,697 11,028 4,859 (600) 15,287 43,845 45,410 14. OTHER NON-CURRENT ASSETS, NET The balances of other non-current assets, net were as follows as of 31 December 2018 and 2017: Financial assets at amortised cost Loan receivables Other financial assets Utilities and infrastructure Level 3 99,689 90,111 51,771 39,364 Non-financial instruments Auxiliary and other machinery Level 2, 3 44,691 43,494 27,195 22,740 Prepayment for business acquisition (Note 35) Other non-financial instruments There are no restrictions on the distribution of the revaluation surplus to the shareholders. 2018 15,980 1,377 23,771 18,741 59,869 2017 10,825 504 - 13,488 24,817 FINANCIAL STATEMENTS ANNUAL REPORT 2018 146 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 14. OTHER NON-CURRENT ASSETS, NET (CONTINUED) 15. BIOLOGICAL ASSETS Loan receivables are represented by loans with fixed interest at 2.5% with maturity as of 31 January 2022 and 31 January 2023. Total gross amortised cost of loans granted as of 31 December 2018 and 2017 is USD 18,766 thousand and USD 10,825 thousand respectively. The Group determines the lifetime expected credit loss of other non-current loan receivables based on different scenarios of prob- ability of default and expected loss applicable to each of the mate- rial underlying balances. The movement in loss allowance for loan receivables classified at amortised cost is detailed below: 31 December 2017 loss allowance under IFRS 9 01 January 2018 charged during the year 31 December 2018 2018 - (1,532) (1,532) (1,254) (2,786) The balances of non-current biological assets were as follows as of 31 December 2018 and 2017: Thousand units Carrying amount Thousand units Carrying amount 2018 2017 Milk cows, units Boars and sows, units Other non-current bearer biological assets Total bearer non-current biological assets Non-current cattle and pigs, units Total consumable non-current biological assets Total non-current biological assets 18.1 0.1 3.6 18.3 0.3 3.8 19,953 88 539 20,580 2,812 2,812 23,392 17,923 117 470 18,510 1,895 1,895 20,405 The balances of current biological assets were as follows as of 31 December 2018 and 2017: Thousand units Carrying amount Thousand units Carrying amount 2018 2017 Breeders held for hatchery eggs production, units 3,954 Total bearer current biological assets Broiler chickens, units Hatchery eggs, units Crops in fields, hectare Cattle and pigs, units Other current consumable biological assets Total consumable current biological assets Total current biological assets 44,199 33,063 92 6 66,509 66,509 64,519 8,253 37,416 2,132 461 112,781 179,290 Other current consumable biological assets include geese and other livestock 3,473 40,355 35,776 88 8 55,716 55,716 54,207 9,016 20,623 1,250 216 85,312 141,028 FINANCIAL STATEMENTS ANNUAL REPORT 2018 147 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 15. BIOLOGICAL ASSETS (CONTINUED) The following table represents movements in major biological assets for the years ended 31 December 2018 and 2017: As of 31 December 2016 Costs incurred Gains arising from change in fair value of biological assets less costs to sell Transfer to consumable biological assets Transfer to bearing non-current biological assets Decrease due to sale Decrease due to harvest Translation difference As of 31 December 2017 Costs incurred Gains arising from change in fair value of biological assets less costs to sell Transfer to consumable biological assets Transfer to bearing non-current biological assets Decrease due to sale Decrease due to harvest Translation difference As of 31 December 2018 Milk cows, boars, sows Breeders held for hatchery eggs production Broiler chickens Crops in fields 12,764 7,479 13,936 - 7,675 (417) (22,698) (699) 18,040 2,553 17,889 - 1,395 (143) (19,918) 225 20,041 46,483 102,702 29,651 (110,586) - - (10,491) (2,043) 55,716 129,737 6,071 (110,376) - - (15,222) 583 66,509 40,558 450,363 242,893 110,586 - - (788,100) (2,093) 54,207 585,798 243,746 110,376 - - (930,190) 582 64,519 20,977 239,908 67,932 - - - (307,522) (672) 20,623 295,960 120,541 - - - (399,998) 290 37,416 Information on movements in hatchery eggs and cattle and pigs groups have been considered immaterial for disclosure. FINANCIAL STATEMENTS ANNUAL REPORT 2018 148 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 15. BIOLOGICAL ASSETS (CONTINUED) Biological assets of the Group are measured at fair value within Level 3 of the fair value hierarchy, except for cattle and pigs that can be measured based on market prices of livestock of a similar age, breed and genetic merit, and which are therefore measured at fair value within Level 2 of the fair value hierarchy. There were no transfers between any levels during the year. The following unobservable inputs were used to measure biological assets: Description Fair value as of 31 December 2018 Fair value as of 31 December 2017 Valuation technique(s) Unobservable inputs Range of unobservable inputs (average) 2018 Range of unobservable inputs (average) 2017 Relationship of unobservable inputs to fair value Crops in fields 37,416 20,623 Discounted cash flows Crops yield – tonnes per hectare 3.5 – 6.1 (4.9) 3.3 – 6.0 (5.0) Crops price – per tonne USD 160 – 380 (253) USD 118 – 362 (209) Breeders held for hatchery eggs production 66,509 55,716 Discounted cash flows Number of hatchery eggs produced by one breeder Discount rate 18.0% 165 18.1% 160 USD 0.25 USD 0.25 15.7% 2.33 12.7% 2.34 Hatchery egg price – per egg Discount rate Average weight of one broiler – kg Broiler chickens 64,519 54,207 Cash flows Milk cows 19,953 17,923 Poultry meat price – per kg UAH 30.36 UAH 29.35 Discounted cash flows Daily milk yield – litre per cow Weight of the cow – kg per cow 15.89 – 19.76 (18.55) 16.80 – 17.55 (17.12) 523 – 567 (548) 521 – 559 (544) Milk price – per litre UAH 7.62 – 8.68 (7.93) UAH 7.32 – 8.11 (7.55) Meat price – per kg UAH 18.69 – 24.22 (22.81) UAH 22.27 – 25.96 (24.41) Discount rate 15.7% 12.7% If the above unobservable inputs to the valuation model were 10% higher/lower while all the other variables were held constant, the carrying amount of the current and non-current biological assets would increase /decrease by USD 71,964 thousand (2017: USD 42,440 thousand) and USD 64,758 thousand (2017: USD 39,612 thousand), respectively. The higher the crops yield, the higher the fair value The higher the market price, the higher the fair value The higher the discount rate, the lower the fair value The higher the number, the higher the fair value The higher the market price, the higher the fair value The higher the discount rate, the lower the fair value The higher the weight, the higher the fair value The higher the market price, the higher the fair value The higher the milk yield, the higher the fair value The higher the weight, the higher the fair value The higher the market price, the higher the fair value The higher the market price, the higher the fair value The higher the discount rate, the lower the fair value FINANCIAL STATEMENTS ANNUAL REPORT 2018 149 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 16. INVENTORIES The balances of inventories were as follows as of 31 December 2018 and 2017: Components for mixed fodder production Other raw materials Work in progress Sunflower oil Spare parts Packaging materials Mixed fodder Other inventories 2018 2017 157,203 127,812 37,471 33,155 22,140 16,010 3,455 3,016 1,072 32,645 28,581 17,970 10,916 3,041 3,521 1,882 273,522 226,368 As of 31 December 2018 and 2017 work in progress in the amount of USD 33,155 thousand and USD 28,581 thousand comprised expenses incurred in cultivating fields to be planted in the years 2018 and 2017, respectively. 17. AGRICULTURAL PRODUCE 18. TAXES RECOVERABLE AND PREPAID The balances of agricultural produce were as follows as of 31 December 2018 and 2017: Taxes recoverable and prepaid were as follows as of 31 Decem- ber 2018 and 2017: Thousand tonnes Carrying amount Thousand tonnes Carrying amount 2018 2017 VAT recoverable Miscellaneous taxes prepaid Chicken meat 29.7 40,651 37.9 48,103 Other meat N/A* 2,147 N/A* 1,618 2018 39,834 5,312 45,146 2017 31,530 6,237 37,767 Grain 1,105 168,044 788 120,537 19. TRADE ACCOUNTS RECEIVABLE, NET Other crops N/A* 13,947 N/A* 13,149 224,789 183,407 * Due to the diverse composition of noted produce unit of measurement is not applicable. The fair value of Agricultural produce was estimated based on market price as of date of harvest and is within Level 2 of the fair value hierarchy. As of 31 December 2018, agricultural produce with carrying amount of USD 23,750 thousand (2017: USD nil) was pledged as collateral to secure bank borrowings (Note 24). The balances of trade accounts receivable were as follows as of 31 December 2018 and 2017: Chicken meat Meat processing and convenience food Grain Sunflower oil sales Due from related parties (Note 28) Other agriculture operations Less: allowance for irrecoverable amounts 2018 2017 57,834 47,104 12,761 11,666 3,748 508 111 6,724 3,614 324 109 3,731 (12,381) (4,243) 69,305 62,305 FINANCIAL STATEMENTS ANNUAL REPORT 2018 150 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 19. TRADE ACCOUNTS RECEIVABLE, NET (CONTINUED) The average credit period on sales of poultry is 30 days and on sales of agricultural goods is 60 days. No interest is charged on outstanding trade accounts receivable. The Group always measures the loss allowance for trade accounts receivable at an amount equal to lifetime ECL. The expected credit losses on trade accounts receivable are estimated on a collective basis using a provision ma- trix and on individual basis using different scenarios of probability of default. The provision matrix is used by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date. An individual assessment is used for the individually significant debtors with credit risk characteristics that are not aligned with others. The Group has recognised a loss allowance of 100% against all trade accounts receivable over 270 days past due, which are assesses on a collective basis, because historical experience has indicated that these trade accounts receivable are generally not recoverable. There has been no change in the estimation techniques or significant assumptions made during the current reporting period. The Group writes off a trade accounts receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or when the trade accounts receivable are over 3 years past due, whichever occurs earlier. None of the trade accounts receivable that have been written off are subject to enforcement activities. The following table details the risk profile of trade accounts receivable based on the Group’s provi- sion matrix. It discloses chicken meat Ukraine, chicken meat export and agricultural Ukraine, agricul- tural export sales as separate classes of financial instruments and applies the simplified approach to its trade accounts receivable so that the loss allowance is always measured at an amount equal to lifetime expected credit losses. The following table illustrates the use of a provision matrix as a risk profile disclosure under the simplified approach: 31 December 2018 Portfolio assessment: Chicken meat Ukraine ECL rate, % Estimated total gross carrying amount at default Lifetime ECL Chicken meat export ECL rate, % Estimated total gross carrying amount at default Lifetime ECL Agricultural Ukraine ECL rate, % Estimated total gross carrying amount at default Lifetime ECL Agricultural export ECL rate, % Estimated total gross carrying amount at default Lifetime ECL Estimated total gross carrying amount at default Total lifetime ECL Individual assessment Trade accounts receivable – days past due Not past due < 30 31-90 91-270 >270 Total 0.01% 0.3% 1.24% 8.92% 100.0% 19,984 1,591 (2) (4) 54 (1) 13 (1) 30 (30) 21,672 (38) 0.21% 0.16% 0.55% 5.71% 100.0% 15,241 7,224 1,559 (32) (12) (9) 444 (25) 1,705 26,173 (1,705) (1,783) 0.23% 1.30% 1.76% 3.08% 100.0% 15,266 2,262 1,342 212 347 19,429 (35) (29) (24) (7) (347) (442) 0.07% 1.47% 42.24% 42.90% 100.0% 4,288 (3) - - 8 (3) 7 (3) 120 (120) 4,423 (129) 71,697 (2,392) ECL rate, % 0.00% 0.00% 0.00% 0.00% 100.0% Estimated total gross carrying amount at default Lifetime ECL Estimated total gross carrying amount at default Total lifetime ECL - - - - - - - - 9,989 9,989 (9,989) (9,989) 81,686 (12,381) FINANCIAL STATEMENTS ANNUAL REPORT 2018 151 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 19. TRADE ACCOUNTS RECEIVABLE, NET (CONTINUED) 20. OTHER CURRENT ASSETS The following table shows the movement in lifetime ECL that has been recognised for trade and other accounts receivable in accordance with the simplified approach set out in IFRS 9. Note that Management considered that it would take undue cost and effort to determine whether the credit risk for trade and other receivables has increased significantly for amounts recognised prior to IFRS 9 adoption therefore comparative information has not been presented. Collectively assessed Individually assessed 31 December 2017 Additional loss allowance under IFRS 9 01 January 2018 Charged/(reversed) during the year 31 December 2018 453 - 453 1,939 2,392 3,790 6,390 10,180 (191) 9,989 The balances of other current assets, net were as follows as of 31 December 2018 and 2017: 2018 2017 Financial assets at amortised cost Loans and finance aid receivable from related parties (Note 28) 5,950 Other financial assets 1,409 Non-financial instruments Prepayments to suppliers Other non-financial instruments 19,106 6,393 32,858 21. CASH AND CASH EQUIVALENTS 3,182 1,222 14,889 6,034 25,327 The balances of cash and cash equivalents were as follows as of 31 December 2018 and 2017: Cash on hand and with banks 211,768 125,536 2018 2017 UAH short-term deposits with banks - 18 211,768 125,554 In accordance with the international rating agency of Moody’s, credit ratings of the banks with which the Group had the ac- counts opened as of 31 December were as follows: International banks with Aa3 rating 158,784 2018 2017 86,688 Ukrainian subsidiaries of international banks without international ratings Ukrainian state owned bank with Caa1 Foreign banks without ratings 22. SHAREHOLDERS’ EQUITY 37,008 26,199 9,296 6,680 211,768 5,344 7,323 125,554 Share capital As of 31 December 2018 and 2017 the authorized, issued and fully paid share capital of MHP SE comprised the following num- ber of shares: 2018 2017 Number of shares issued and fully paid 110,770,000 110,770,000 Number of shares outstanding 107,038,208 106,781,794 The authorized share capital as of 31 December 2018 and 2017 was EUR 221,540 thousand represented by 110,770,000 shares with par value of EUR 2 each. All shares have equal voting rights and rights to receive divi- dends, which are payable at the discretion of the Group. FINANCIAL STATEMENTS ANNUAL REPORT 2018 152 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 23. NON-CONTROLLING INTERESTS The table below shows details of non-wholly owned subsidiaries of the Group that have material non-controlling interests: Proportion of ownership interests and voting rights held by non- controlling interests Profit/(loss) allocated to non- controlling interests Accumulated non- controlling interests 2018 49% 2017 - 2018 - 2017 - 2018 5,016 2017 - 11.5% 11.5% (901) (1,221) 3,816 4,178 Current assets Non-current assets Current liabilities Non-current liabilities Equity attributable to owners of the Group Revenue Expenses n/a n/a 4,079 2,752 7,704 12,963 Loss for the year Name of subsidiary AgroKryazh Myronivsky Zavod po Vygotovlennyu Krup i Kombikormiv Other subsidiaries with immaterial non- controlling interests n/a n/a 3,178 1,531 16,536 17,141 Summarised financial information in respect of each of the Group’s subsidiaries that has material non-controlling interests is set out below. The summarised financial information below represents amounts before intragroup eliminations. Loss attributable to owners of the Group Loss attributable to the non-controlling interests Loss for the year Other comprehensive income attributable to owners of the Company Other comprehensive income attributable to the non-controlling interests Other comprehensive income for the year Total comprehensive (loss)/income attributable to owners of the Company Total comprehensive (loss)/income attributable to the non-controlling interests Total comprehensive (loss)/income for the year Net cash inflow/(outflow) from operating activities Net cash outflow from investing activities Net cash outflow from financing activities Myronivsky Zavod po Vygotovlennyu Krup i Kombikormiv AgroKryazh 171,328 112,646 167,829 84,971 27,357 317,802 (325,631) (7,829) (6,929) (900) (7,829) 4,149 539 4,688 (2,780) (361) (3,141) 10,666 (10,318) - 212,203 94,348 203,197 85,315 13,861 424,171 20,748 12,013 19,837 - 7,908 19,518 (434,786) (15,952) (10,615) (9,394) (1,221) (10,615) 13,555 1,761 15,316 4,161 540 4,701 (489) (3,622) - 3,566 3,566 - 3,566 23 22 45 3,589 22 3,611 4,202 (977) (3,216) FINANCIAL STATEMENTS ANNUAL REPORT 2018 153 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 24. BANK BORROWINGS The following table summarizes bank borrowings and credit lines outstanding as of 31 December 2018 and 2017: Bank Non-current Foreign banks Foreign banks Current Ukrainian banks Ukrainian banks Ukrainian banks Current portion of long-term bank borrowings USD, EUR Total bank borrowings Currency WAIR* USD’ 000 WAIR* USD’ 000 2018 2017 USD EUR UAH EUR USD 7.99% 4.72% - 3.76% 4.50% 56,718 49,065 105,783 - 12,943 48,000 71,772 132,715 238,498 7.72% 2.57% 121,576 17,241 138,817 13.00% 9,620 - - - - 27,297 36,917 175,734 The Group’s borrowings are drawn from various banks as term loans, credit line facilities and overdrafts. Repayment terms of principal amounts of bank borrowings vary from monthly repay- ment to repayment on maturity depending on the agreement reached with each bank. Interest on the borrowings drawn with the Ukrainian banks is payable on a monthly or quarterly ba- sis. Interest on borrowings drawn with foreign banks is payable semi-annually. Term loans and credit line facilities were as follows as of 31 December 2018 and 2017: Credit lines Term loans * WAIR represents the weighted average interest rate on outstanding borrowings. 2018 60,943 177,555 238,498 2017 9,620 166,114 175,734 As of 31 December 2018 and 2017 all of the Group’s foreign bank term loans and credit lines bear floating interest rates. Bank borrowings and credit lines outstanding as of 31 Decem- ber 2018 and 2017 were repayable as follows: Within one year In the second year In the third to fifth year inclusive After five years 2018 132,715 56,719 42,271 6,793 2017 36,917 72,950 58,719 7,148 238,498 175,734 As of 31 December 2018, the Group had available undrawn facilities of USD 316,429 thousand (2017: USD 264,895 thou- sand). These undrawn facilities expire during the period from March 2019 until February 2022. The Group, as well as, particular subsidiaries of the Group have to comply with certain covenants imposed by the banks providing the loans. The main covenants which are to be com- plied with by the Group are as follows: liability to equity ratio, net debt to Adjusted EBITDA ratio, Adjusted EBITDA to interest expenses ratio and current ratio. The Group subsidiaries are also required to obtain approval from lenders regarding the property to be used as collateral. During the years ended 31 December 2018 and 2017 the Group has complied with all covenants imposed by banks providing the borrowings. FINANCIAL STATEMENTS ANNUAL REPORT 2018 154 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 24. BANK BORROWINGS (CONTINUED) The Group’s bank borrowings are jointly and severally guaranteed by Myronivsky Hliboprodukt, Myronivsky Plant of Manufacturing Feeds and Groats, Oril-Leader, Peremoga Nova, Starynska Ptakhofabryka, Zernoproduct MHP, Katerinopilskiy Elevator, Agrofort, SPF Urozhay, MHP SE, Scyl- la Capital Limited, Myronivska Pticefabrika, Ptakhofabryka Snyatynska Nova, Vinnytska Ptakho- fabryka, Zakhid-Agro MHP, Urozhayna Krayina, Raftan Holding Limited, Merique Holding Limited. As of 31 December 2018, the Group had deposits with banks in the amount of USD 3,387 thousand (2017: USD 2,524 thousand) that were restricted as collateral to secure bank borrowings. As of 31 December 2018, the Group had borrowings of USD 19,000 thousand that were secured. These borrowings were secured by agricultural produce with a carrying amount of USD 23,750 thousand (Note 17). As of 31 December 2018 and 2017 accrued interest on bank borrowings was USD 3,150 thousand and USD 2,578 thousand, respectively. 25. BONDS ISSUED Bonds issued and outstanding as of 31 December 2018 and 2017 were as follows: 8.25% Senior Notes due in 2020 7.75% Senior Notes due in 2024 6.95% Senior Notes due in 2026 Unamortised debt issuance cost 2018 79,417 500,000 550,000 (38,482) Total long-term portion of bonds issued 1,090,935 2017 495,600 500,000 - (25,512) 970,088 As of 31 December 2018 and 2017 accrued interest on bonds issued was USD 16,322 thousand and USD 15,377 thousand, respectively. 6.95% Senior Notes On 3 April 2018, MHP Lux S.A., a public company with limited liability (société anonyme) incorporated in 2018 under the laws of the Grand Duchy of Luxembourg, issued USD 550,000 thousand 6.95% Senior Notes due in 2026 at par value. Out of the total issue amount USD 416,183 thousand were designated for redemption and exchange of existing 8.25% Senior Notes due in 2020. Early redemption of 8.25% Senior Notes due in 2020 out of issue of 6.95% Senior Notes due in 2026, which were placed with the same holders and where the change in the net present value of the future cash flows discounted using the original effective interest rate was less than 10% was accounted as an exchange and thus, all the related expenses, including part of consent fees, were capitalized and will be amortised over the maturity period of the 6.95% Senior Notes due in 2026. The part of expenses, connected with placement of 6,95% Senior Notes amounted to USD 11,564 thousand were capitalized, including USD 10,413 thousands related to the exchange. All other related expenses in the amount of USD 32,915 thousand were expensed as incurred. As a result of a non-substantial modification, the difference between the present value of the cash flows under the original and modified terms discounted at the original effective interest rate was recognised as a gain in the amount of USD 4,733 thousand at the date of modification in the consol- idated statement of profit or loss. The Senior Notes are jointly and severally guaranteed on a senior basis by MHP SE, PrJSC “My- ronivsky Hliboprodukt”, PJSC “Myronivsky Plant of Manufacturing Feeds and Groats”, PrJSC “Zer- noprodukt MHP”, PrJSC “Agrofort”, PrJSC “Oril-Leader”, PrJSC “Myronivska Pticefabrika”, “SPF “Urozhay” LLC, “Starynska Ptakhofabryka” ALLC, “Vinnytska Ptakhofabryka” LLC, “Peremoga Nova” SE, “Katerinopolskiy Elevator” LLC, Scylla Capital Limited and Raftan Holding Limited. Interest on the Senior Notes is payable semi-annually in arrears. These Senior Notes are subject to certain restrictive covenants including, but not limited to, limitations on the incurrence of additional in- debtedness in excess of Net Debt to EBITDA ratio as defined by the indenture, restrictions on mergers or consolidations, limitations on liens and dispositions of assets and limitations on transactions with affiliates. If the Group fails to comply with the covenants imposed, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes may, upon written notice to the Group, declare all outstanding Senior Notes to be due and payable immediately. FINANCIAL STATEMENTS ANNUAL REPORT 2018 155 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 25. BONDS ISSUED (CONTINUED) 6.95% Senior Notes (continued) outstanding Notes may, upon written notice to the Group, de- clare all outstanding Senior Notes to be due and payable imme- diately. If a change of control occurs, the Group shall make an offer to each holder of the Senior Notes to purchase such Senior Notes at a purchase price in cash in an amount equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any. 7.75% Senior Notes On 10 May 2017, MHP SE issued USD 500,000 thousand 7.75% Senior Notes due in 2024 at par value. Out of the total issue amount USD 245,200 thousand were designated for redemp- tion and exchange of existing 8.25% Senior Notes due in 2020. Early redemption of 8.25% Senior Notes due in 2020 out of issue of 7.75% Senior Notes due in 2024, which were placed with the same holders and where the change in the net pres- ent value of the future cash flows discounted using the original effective interest rate was less than 10% was accounted as an exchange and thus, all the related expenses, including part of consent fees, were capitalized and will be amortised over the maturity period of the 7.75% Senior Notes due in 2024. The part of expenses, connected with placement of 7.75% Senior Notes amounted to USD 9,830 thousand were capitalized, in- cluding USD 7,318 thousands related to the exchange. All other related expenses, including part of consent fees, in the amount of USD 4,599 thousand were expensed as incurred. The carrying amount of the Senior Notes was adjusted on transi- tion to IFRS 9. Under IFRS 9, as a result of a non-substantial modifi- cation, the difference between the present value of the cash flows under the original and modified terms discounted at the original effective interest rate should be recognised as a gain at the date of modification. The difference between the carrying amount of the Senior Notes under IAS 39 and IFRS 9 was recognised in opening retained earnings in the amount of USD 7,566 thousand (Note 3). The Senior Notes are jointly and severally guaranteed on a senior basis by PrJSC “Myronivsky Hliboprodukt”, PJSC “My- ronivsky Plant of Manufacturing Feeds and Groats”, PrJSC “Zer- noprodukt MHP”, PrJSC “Agrofort”, PrJSC “Oril-Leader”, PrJSC “Myronivska Pticefabrika”, “SPF “Urozhay” LLC, “Starynska Ptakhofabryka” ALLC, Vinnytska Ptakhofabryka LLC, SE “Per- emoga Nova”, “Katerinopolskiy Elevator” LLC, Scylla Capital Limited, Raftan Holding Limited. Interest on the Senior Notes is payable semi-annually in arrears. These Senior Notes are subject to certain restrictive covenants including, but not limited to, limitations on the incurrence of addi- tional indebtedness in excess of Net Debt to EBITDA ratio as de- fined by the indenture, restrictions on mergers or consolidations, limitations on liens and dispositions of assets and limitations on transactions with affiliates. If the Group fails to comply with the covenants imposed, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may, upon writ- ten notice to the Group, declare all outstanding Senior Notes to be due and payable immediately. If a change of control occurs, the Group shall make an offer to each holder of the Senior Notes to purchase such Senior Notes at a purchase price in cash in an amount equal to 101% of the principal amount thereof, plus ac- crued and unpaid interest and additional amounts, if any. 8.25% Senior Notes On 8 April 2013, MHP SE issued USD 750,000 thousand 8.25% Senior Notes due in 2020 at an issue price of 100% of the princi- pal amount. USD 350,000 thousand out of issued USD 750,000 thousand 8.25% Senior Notes were used to early redemption and exchange of its existed 10.25% Senior Notes due in 2015. Early redemption of 10.25% Senior Notes due in 2015 out of issue of 8.25% Senior Notes due in 2020, which were placed with the same holders and where the change in the net pres- ent value of the future cash flows discounted using the original effective interest rate was less than 10% was accounted as an exchange and thus all the related expenses, including consent fees, were capitalized and will be amortised over the maturity period of the 8.25% Senior Notes due in 2020. The part of expenses, connected with placement of 8.25% Se- nior Notes amounted to USD 28,293 thousand were capitalized, including USD 22,813 thousands related to the exchange. All other related expenses, including part of consent fees, in the amount of USD 16,515 thousand were expensed as incurred. FINANCIAL STATEMENTS ANNUAL REPORT 2018 156 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 25. BONDS ISSUED (CONTINUED) 8.25% Senior Notes (continued) The carrying amount of the Senior Notes was adjusted on tran- sition to IFRS 9. Under IFRS 9, as a result of a non-substantial modification, the difference between the present value of the cash flows under the original and modified terms discounted at the original effective interest rate should be recognised as a gain at the date of modification. The difference between the carrying amount of the Senior Notes under IAS 39 and IFRS 9 was recognised in opening retained earnings in the amount of USD 3,260 thousand (Note 3). The Senior Notes are jointly and severally guaranteed on a se- nior basis by PrJSC “Myronivsky Hliboprodukt”, SE “Peremoga Nova”, PrJSC “Oril-Leader”, PJSC “Myronivsky Plant of Manu- facturing Feeds and Groats”, PrJSC “Zernoproduct MHP”, PrJSC “Myronivska Pticefabrika”, “Starynska Ptakhofabryka” ALLC, Snyatynska Ptakhofabryka, “Katerinopolskiy Elevator” LLC, Pr- JSC “Agrofort”, “SPF “Urozhay” LLC, Vinnytska Ptakhofabryka LLC, Scylla Capital Limited, Raftan Holding Limited, Merique Holding Limited. Interest on the Senior Notes is payable semi-annually in ar- rears. These Senior Notes are subject to certain restrictive covenants including, but not limited to, limitations on the in- currence of additional indebtedness in excess of Net Debt to EBITDA ratio as defined by the indebtedness agreement, restrictions on mergers or consolidations, limitations on liens and dispositions of assets and limitations on transactions with affiliates. If the Group fails to comply with the covenants im- posed, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may, upon written notice to the Group, declare all outstanding Senior Notes to be due and payable immediately. If a change of control occurs the Group shall make an offer to each holder of the Senior Notes to purchase such Senior Notes at a purchase price in cash in an amount equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any. Cash flow presentation Though the Group believes that all necessary disclosures re- garding the impact of cash flows arising from the bonds ex- change were made in this Note to the consolidated financial statements, the Group decided that reporting cash flows from these transactions on the gross basis in the statement of cash flows provides users with more relevant information. Consent solicitation On 12 October 2018, the Group received consent from the Hold- ers of the outstanding USD 79,417 thousand 8.25% Senior Notes for certain proposed amendments to the Indenture and the Notes. The Amendments were implemented by way of execution of the Supplemental Indenture on 15 October 2018, and became effec- tive from the Consent Settlement Date (17 October 2018). In relation to the Notes, the Company has, on the Consent Set- tlement Date, paid to those Holders from whom valid Consents were delivered and not revoked on or prior to the Consent Expi- ration Date and which Consents were accepted by the Compa- ny the Consent Payment of USD 10.00 for each USD 1 thousand in principal amount of the Notes that were subject of the rele- vant Electronic Instructions. Thus, in 2018 the Group decided to change presentation of cash flows from the bonds exchange from a net to a gross ba- sis. In order to conform to the presentation in the statement of cash flows for the year ended 31 December 2018 the compar- ative information for the year ended 31 December 2017 has been restated. For this purpose, the Group reflected in 2017 the gross proceeds from bonds issued in the amount of USD 500,000 thousand and repayment of bonds in the amount of USD 254,400 thousand (this amount includes a repayment of the bonds in the amount USD 9,200 thousand previously re- ported separately), in contrast to the USD 254,800 thousand presented on net basis in prior year. This change did not have an impact on the Net cash flows from financing activities for the year ended 31 December 2017. During the reporting years ended 31 December 2018 and 31 De- cember 2017 the Group has complied with all covenants de- fined by indebtedness agreement. The weighted average effective interest rate on the Senior Notes is 8.60% per annum and 9.25% per annum for the year ended 31 December 2018 and year ended 31 December 2017, respectively. 26. FINANCE LEASE OBLIGATIONS Long-term finance lease obligations represent amounts due under agreements for the leasing of trucks, agricultural ma- chinery and equipment with Ukrainian and foreign companies. As of 31 December 2018, the weighted average interest rates on finance lease obligations were 6.40% and 8.61% for finance lease obligations denominated in EUR and USD, respectively (2017: 7.78% and 9.77%). FINANCIAL STATEMENTS ANNUAL REPORT 2018 157 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 26. FINANCE LEASE OBLIGATIONS (CONTINUED) The following are the minimum lease payments and present value of minimum lease payments under the finance lease agreements as of 31 December 2018 and 2017: Minimum lease payments Present value of minimum lease payments 2018 5,409 4,764 5,660 2017 4,979 3,780 4,875 2018 4,355 4,050 5,037 2017 4,040 3,118 4,292 15,833 13,634 13,442 11,450 Payable within one year Payable in the second year Payable in the third to fifth year inclusive Less: Future finance charges (2,391) (2,184) - - 13,442 11,450 13,442 11,450 Present value of finance lease obligations Less: Current portion Finance lease obligations, long-term portion 28. RELATED PARTY BALANCES AND TRANSACTIONS For the purposes of these financial statements, parties are considered to be related if one party controls, is controlled by, or is under common control with the other party, or exercises significant influence over the other party in making financial or operational decisions. In considering each possible related party relationship, attention is directed to the substance of the relationship, not merely the legal form. Related parties may enter into transactions which unrelated parties might not, and transactions between related parties may not be effected on the same terms and conditions as transactions between unrelated parties. Transactions with related parties under common control The Group enters into transactions with related parties that are the companies under common con- trol of the Principal Shareholder of the Group (Note 1) in the ordinary course of business for the purchase and sale of goods and services and in relation to the provision of financing arrangements. (4,355) (4,040) 9,087 7,410 Terms and conditions of sales to related parties are determined based on arrangements specific to each contract or transaction. The terms of the payables and receivables related to trading activities of the Group do not vary significantly from the terms of similar transactions with third parties. The transactions with the related parties during the years ended 31 December 2018 and 2017 were as follows: 27. OTHER CURRENT LIABILITIES Other current liabilities were as follows as of 31 December 2018 and 2017: 2018 2017 Loans provided to key management personnel Financial liabilities at amortised cost Accrued payroll Amounts payable for property, plant and equipment Other financial liabilities Non-financial instruments Advances from third parties Payroll related taxes Other non-financial instruments 37,698 16,146 6,327 30,388 3,138 2,686 96,383 25,456 11,173 3,946 6,774 2,184 763 50,296 Purchases from related parties Loans and finance aid provided Loans and finance aid repaid 2018 768 44 8,091 5,322 2017 425 32 - - FINANCIAL STATEMENTS ANNUAL REPORT 2018 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 28. RELATED PARTY BALANCES AND TRANSACTIONS (CONTINUED) The balances owed to and due from related parties were as fol- lows as of 31 December 2018 and 2017: 2018 2017 Loans and finance aid receivable 5,950 3,188 Loans to key management personnel 971 Trade accounts receivable (Note 19) Payables due to related parties 111 19 956 109 17 Compensation of key management personnel Total compensation of the Group’s key management personnel included primarily in selling, general and administrative ex- penses in the accompanying consolidated statements of profit and loss and other comprehensive income amounted to USD 16,809 thousand and USD 14,143 thousand for the years ended 31 December 2018 and 2017, respectively. Compensation of key management personnel consists of contractual salary and per- formance bonuses. The Group has provided several of its key management person- nel with short-term loans at rates comparable to the average commercial rate of interest. The loans to key management per- sonnel are unsecured. Key management personnel totalled 35 and 37 individuals as of 31 December 2018 and 2017, respectively, including 4 and 2 independent non-executive directors as of 31 December 2018 and 2017, respectively. Other transactions with related parties In December 2018 the Group increased its effective owner- ship interest in Agrofort to 100% through the acquisition of a non-controlling interest previously held by one of its key man- agement personnel in exchange for 256,414 treasury shares held by the Group. The difference between fair value of shares transferred and their carrying value in the amount of USD 1,269 thousand was recognised as an adjustment to addition- al paid-in capital. The difference between fair value of shares transferred and the carrying value of non-controlling interest was recognised as an adjustment to retained earnings in the amount of USD 997 thousand. 29. CONTINGENCIES AND CONTRACTUAL COMMITMENTS Operating Environment In 2018, the Ukrainian economy proceeded recovery from the economic and political crisis of previous years and demonstrat- ed sound real GDP growth of around 3.4% (2017: 2.5%), modest annual inflation of 9.8% (2017: 13.7%), and slight devaluation of national currency by around 2.4% to USD and 8.2% to EUR com- paring to previous year averages. Total compensation of the Group’s independent non-executive directors, which consists of contractual salary, amounted to USD 1,106 thousand and USD 460 thousand in 2018 and 2017, respectively. Also Ukraine continued to limit its political and economic ties with Russia, given annexation of Crimea, an autonomous republic of Ukraine, and a frozen armed conflict with separatists in certain parts of Luhanska and Donetska regions. Amid such events, the Ukrainian economy demonstrated further refocusing on the Eu- ropean Union (“EU”) market realizing all potentials of established Deep and Comprehensive Free Trade Area with EU, in such a way effectively reacting to mutual trading restrictions imposed between Ukraine and Russia. As a result, the weight of the Rus- sian’s export and import substantially fell from 18.2% and 23.3% in 2014 to around 7.7% and 14.2% in 2018, respectively. In terms of currency regulations, the new currency law was adopted in 2018 and came into force on 7 February 2019. It purports to enable the NBU to promulgate more liberal currency regulation and soften a number of currency re- strictions, such as: requirement to register loans obtained from non-residents with the NBU, 180-day term for making payments in foreign economic transactions, required 50% share of mandatory sale of foreign currency proceeds, etc. Further economic growth depends, to a large extent, upon success of the Ukrainian government in realization of planned reforms, cooperation with the International Mone- tary Fund (“IMF”), and smooth transition through presiden- tial and parliamentary elections, due in March and October 2019, respectively. The management of the Group believes that the negative im- pact of the political and economic turmoil at the Group’s enti- ties is reasonably limited due to the Group’s significant portion of export sales, its access to the international financial mar- kets and the significant distance of its main production sites from any conflict zones. FINANCIAL STATEMENTS ANNUAL REPORT 2018 159 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 29. CONTINGENCIES AND CONTRACTUAL COMMITMENTS (CONTINUED) Taxation and legal issues Ukrainian tax authorities are increasingly directing their at- tention to the business community as a result of the overall Ukrainian economic environment. The local and national tax environment is constantly changing and subject to inconsistent application, interpretation and enforcement. Non-compliance with Ukrainian laws and regulations can lead to the imposition of severe penalties and fines. Future tax examinations could raise issues or assessments which are contrary to the Group companies’ tax filings. Such assessments could include tax- es, penalties and fines, and these amounts could be material. While the Group believes it has complied with local tax legisla- tion, there have been many new tax and foreign currency laws and related regulations introduced in recent years which are not always clearly written. Management believes that the Group has been in compliance with all requirements of effective tax legislation and currently is assessing the possible impact of the introduced amendments. The Group exports vegetable oil, chicken meat and related prod- ucts, and performs intercompany transactions, which may po- tentially be in the scope of the Ukrainian transfer pricing (“TP”) regulations. The Group has submitted the controlled transaction report for the year ended 31 December 2017 within the required deadline, and has prepared all necessary documentation on controlled transactions for the years ended 31 December 2018 as required by legislation and plans to submit reports. As of 31 December 2018, the Group’s management assessed its possible exposure to tax risks for a total amount of USD 4,452 thousand related to corporate income tax (31 December 2017: USD 4,392 thousand). No provision was recognised relating to such possible tax exposure. As of 31 December 2018, companies of the Group were engaged in ongoing litigation with tax authorities for the amount of USD 2,831 thousand (2017: USD 2,273 thousand), including USD 2,108 thousand (2017: USD 1,534 thousand) of litigations with the tax authorities related to disallowance of certain amounts of VAT refunds and deductible expenses claimed by the Group. Of this amount, USD 1,228 thousand as of 31 December 2018 (2017: USD 1,457 thousand) relates to cases where court hearings have taken place and where the court in either the first or second instance has already ruled in favour of the Group. Management believes that based on the past history of court resolutions of similar law- suits by the Group, it is unlikely that a significant settlement will arise out of such lawsuits and, therefore, no respective provision is required in the Group’s financial statements as of the reporting date. Contractual commitments on purchase of property, plant and equipment During the years ended 31 December 2018 and 2017, the com- panies of the Group entered into a number of contracts with foreign suppliers for the purchase of property, plant and equip- ment for development of agricultural operations. As of 31 De- cember 2018, purchase commitments amounted to USD 16,826 thousand (2017: USD 17,412 thousand). Commitments on land operating leases The Group has the following contractual obligations in respect of agricultural land operating leases as of 31 December 2018 and 2017: Within one year 31,330 20,833 2018 2017 In the second to the fifth year inclusive After fifth year 104,346 69,896 112,078 247,754 60,933 151,662 The aforementioned commitments with respect to land operating leases comprised both contractual and constructive obligations. Ukrainian legislation provides for a ban on sales of agricultur- al land plots until 1 January 2020. There are significant uncer- tainties as to the subsequent extension of the ban. The current legislation has resulted in the Group holding land lease rights, rather than the land itself. FINANCIAL STATEMENTS ANNUAL REPORT 2018 160 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 30. DIVIDENDS On 6 March 2018, the Board of Directors of MHP SE approved the payment of an interim dividend of USD 0.7492 per share, equivalent to approximately USD 80,000 thousand, which were paid to shareholders during the year ended 31 December 2018. 31. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value disclosures in respect of financial instruments are made in accordance with the requirements of IFRS 7 “Financial Instruments: Disclosure” and IFRS 13 “Fair value measurement”. Fair value is the price that would be expected to be received to sell an asset or paid to transfer a liability in an orderly trans- action in the principal (most advantageous) market at the mea- surement date under current market conditions. Where avail- able, market values have been used to determine fair values. When market values are not available, fair values have been calculated by discounting expected cash flows at prevailing market interest and exchange rates. The estimated fair values have been determined using market information and appropri- ate valuation methodologies, but are not necessarily indicative of the amounts that Group could realise in the normal course of business. The fair value is estimated to approximate the carrying value for cash and cash equivalents, short-term bank deposits, trade ac- counts receivable, and trade accounts payable, other financial assets and other financial liabilities due to the short-term nature of the financial instruments. Set out below is the comparison by category of carrying amounts and fair values of all the Group’s financial instruments, excluding those discussed above, that are carried in the consol- idated statement of financial position: Carrying amount Fair value 2018 2017 2018 2017 The carrying amount of Senior Notes issued and bank borrow- ings includes interest accrued at each of the respective dates. The fair value of bank borrowings and finance lease obliga- tions as of 31 December 2018 was estimated by discounting the expected future cash outflows by a market rate of interest for bank borrowings: 8.0% (2017: 7.7%) and for finance lease obligations of 8.2% (2017: 9.3%), and is within Level 2 of the fair value hierarchy. The fair value of Senior Notes was estimated based on market quotations and is within Level 1 of the fair value hierarchy. Financial liabilities Bank borrowings (Note 24) Senior Notes due in 2020, 2024 (Note 25) Finance lease obligations (Note 26) 241,648 178,312 233,898 168,627 1,107,257 985,465 1,027,226 1,085,693 13,442 11,450 13,726 11,691 FINANCIAL STATEMENTS ANNUAL REPORT 2018 161 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 31. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED) Reconciliation of liabilities arising from financing activities The table below details changes in the Group’s liabilities arising from fi- nancing activities, including both cash and non-cash changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the Group’s consolidated state- ment of cash flows as cash flows from financing activities. 1 January 2018 Cash flow from proceeds / (repayments) Transaction costs payments Foreign exchange movements Purchases through direct bank-lender payments to the vendor and under finance lease and vendor financing agreements Amortisation and write-off of transaction costs 31 December 2018 Non-cash movements Bank borrowings (Note 24) 175,734 Senior Notes due in 2020, 2024, 2026 (Note 25) Finance lease obligations (Note 26) 959,262 11,450 53,493 133,817 (4,416) (384) (45,460) - 1,146,446 182,894 (45,844) (2,954) (20) (366) (3,340) 11,377 - 6,774 18,151 1,232 43,336 238,498 1,090,935 - 13,442 44,568 1,342,875 1 January 2017 Cash flow from proceeds / (repayments) Transaction costs payments Foreign exchange movements Purchases through direct bank-lender payments to the vendor and under finance lease and vendor financing agreements Amortisation and write-off of transaction costs 31 December 2017 Non-cash movements Bank borrowings (Note 23) 496,374 (332,902) 725,361 245,600 (1,993) (15,145) Senior Notes due in 2020, 2024, 2026 (Note 24) Finance lease obligations (Note 26) 13,625 (9,217) - 1,235,360 (96,519) (17,138) 6,325 4 1,524 7,853 7,135 - 5,518 12,653 795 14,268 175,734 970,088 - 11,450 15,063 1,157,272 FINANCIAL STATEMENTS ANNUAL REPORT 2018 162 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 32. RISK MANAGEMENT POLICIES During the years ended 31 December 2018 and 2017 there were no material changes to the objectives, policies and process for credit risk, capital risk, liquidity risk, currency risk, interest rate risk, livestock diseases risk and commodity price and procure- ment risk managing. Capital risk management The Group manages its capital to ensure that entities of the Group will be able to continue as a going concern while max- imising the return to the equity holders through maintaining a balance between the higher returns that might be possible with higher levels of borrowings and the security afforded by a sound capital position. The management of the Group reviews the capital structure on a regular basis. Based on the results of this review, the Group takes steps to balance its overall capi- tal structure through new share issues and through the issue of new debt or the redemption of existing debt. The Group’s target is to achieve a leverage ratio (net debt to adjusted operating profit) of not higher than 3.0. The Group de- fines its leverage ratio as the proportion of net debt to adjusted operating profit. As of 31 December 2018 and 2017 the leverage ratio was as follows: Bank borrowings (Note 24) Bonds issued (Note 25) Finance lease obligations (Note 26) Total Debt Less: Cash and cash equivalents (Note 21) Net debt Operating profit before loss on impairment of property, plant and equipment Adjustments for: Depreciation and amortization expense (Notes 7, 8) Adjusted operating profit Net debt to adjusted operating profit 2018 238,498 1,090,935 13,442 1,342,875 (211,768) 1,131,107 314,926 134,953 449,879 2.51 2017 175,734 970,088 11,450 1,157,272 (125,554) 1,031,718 365,363 93,225 458,588 2.25 FINANCIAL STATEMENTS ANNUAL REPORT 2018 163 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 32. RISK MANAGEMENT POLICIES (CONTINUED) Capital risk management (continued) Debt is defined as bank borrowings, bonds issued and finance lease obligations. Net debt is defined as debt less cash and cash equivalents and short-term bank deposits. Adjusted operating profit is defined as operating profit adjusted for the depreciation and amortization expense and losses and gains believed by the management to be non-recurring in nature, as this measure produces results substantially comparable to those reviewed for the purposes of financial covenants under the Group’s borrowings. The main risks inherent to the Group’s operations are those related to credit risk, liquidity risk, cur- rency risk, interest rate risk, livestock diseases risk, and commodity price and procurement risk. Credit risk The Group is exposed to credit risk which is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Group does not hold any collateral or other credit enhancements to cover its credit risks associated with its financial assets. Major categories of financial instruments Financial assets: Other non-current assets, net (Note 14) Long-term bank deposits Other current assets (Note 20) Trade accounts receivable, net (Note 19) Cash and cash equivalents (Note 21) Financial liabilities: Bank borrowings (Note 24) Bonds issued (Note 25) Finance lease obligations (Note 26) Amounts payable for property, plant and equipment (Note 27) Accrued interest (Note 24,25) Trade accounts payable Accrued payroll (Note 27) Other payables (Note 27) 2018 2017 The Group structures the levels of credit risk it undertakes by placing limits on the amount of risk accepted in relation to one customer or group of customers. The approved credit period for major groups of customers, which include franchisees, distributors and supermarkets, is set at 10-30 days. 17,357 3,387 7,359 69,305 211,768 309,176 238,498 1,090,935 13,442 16,146 19,472 66,398 37,698 6,327 11,329 2,524 4,404 62,305 125,554 206,116 175,734 970,088 11,450 11,173 17,955 43,175 25,456 3,946 1,488,916 1,258,977 Limits on the level of credit risk by customer are approved and monitored on a regular basis by the management of the Group. The Group’s management assesses amounts receivable from the customers for recoverability starting from 30 and 60 days for receivables on sales of poultry meat and receivables on other sales, respectively. As of 31 December 2018 about 26% (2017: 26%) of trade accounts receivable comprise amounts due from 12 large supermarket chains, which have the shortest contractual receivable settlement period among customers. The credit risk on liquid funds is limited because the counterparties are banks with high credit-rat- ings assigned by international credit-rating agencies. Liquidity risk Liquidity risk is the risk that the Group will not be able to settle all liabilities as they are due. The Group’s liquidity position is carefully monitored and managed. The Group has in place a detailed budgeting and cash forecasting process to help ensure that it has adequate cash available to meet its payment obligations. FINANCIAL STATEMENTS ANNUAL REPORT 2018 164 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 32. RISK MANAGEMENT POLICIES (CONTINUED) Liquidity risk (continued) The following table details the Group’s remaining contractual maturity for its non-derivative financial liabilities. The table has been drawn up based on the undiscounted cash flows of financial liabilities using the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows as of 31 December 2018 and 2017. The amounts in the table may not be equal to the statement of financial position carrying amounts since the table includes all cash outflows on an undiscounted basis. The Group’s target is to maintain its current ratio, defined as the proportion of current assets to current liabilities, at the level of not less than 1.2. As of 31 December 2018 and 2017, the current ratio was as follows: Carrying amount Contractual Amounts Less than 1 year From 2nd to 5th year After 5th year Year ended 31 December 2018 Bank borrowings Bonds issued Finance lease obligations Total Year ended 31 December 2017 Bank borrowings Bonds issued Finance lease obligations Total 241,648 1,107,257 257,354 1,639,058 13,442 15,833 1,362,347 1,912,245 178,312 985,465 11,450 196,021 1,349,693 13,634 142,301 83,527 5,409 231,237 45,779 79,637 4,979 107,944 390,593 10,424 7,109 1,164,938 - 508,961 1,172,047 142,408 711,931 8,655 7,834 558,125 - 1,175,227 1,559,348 130,395 862,994 565,959 All other financial liabilities (excluding those disclosed above) are repayable within one year. Current assets Current liabilities 2018 2017 1,036,678 801,756 319,323 3.25 152,383 5.26 Currency risk Currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. The Group undertakes certain transactions denominated in foreign currencies. The Group does not use any derivatives to man- age foreign currency risk exposure, but the management of the Group sets limits on the level of exposure to foreign currency fluctuations in order to manage currency risk. FINANCIAL STATEMENTS ANNUAL REPORT 2018 165 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 32. RISK MANAGEMENT POLICIES (CONTINUED) Currency risk (continued) The carrying amounts of the Group’s foreign currency denominated monetary assets and liabilities as of 31 December were as follows: 2018 2017 USD EUR USD EUR The table below illustrates the Group’s sensitivity to a change in the exchange rate of the Ukrainian Hryvnia against the US Dollar and EUR. The sensitivity analysis includes only outstand- ing foreign currency denominated monetary items and adjusts their translation at the year end for possible change in foreign currency rates. ASSETS Long-term bank deposits Other non-current assets, net Trade accounts receivable, net Other current assets, net Cash and cash equivalents LIABILITIES Current liabilities Trade accounts payable Other current liabilities Accrued interest Short-term bank borrowings Short-term finance lease obligations Non-current liabilities Long-term bank borrowings Bonds issued Long-term finance lease obligations - 15,980 26,072 3,601 151,535 197,188 2,536 31 18,877 110,771 2,290 134,505 56,702 1,090,935 3,072 1,150,709 1,285,214 3,387 - 5,434 - 17,088 25,909 2,543 6,916 595 21,944 2,066 34,064 49,081 - 6,014 55,095 89,159 - 11,617 22,266 110 99,204 133,197 2,776 24 17,846 12,121 3,142 2,524 - 2,311 - 5,669 10,504 3,083 5,929 109 15,176 887 2018 Increase in USD exchange rate Increase in EUR exchange rate Decrease in USD exchange rate Decrease in EUR exchange rate 2017 Increase in USD exchange rate 35,909 25,184 Increase in EUR exchange rate Decrease in USD exchange rate Decrease in EUR exchange rate 121,576 970,088 5,362 1,097,026 1,132,935 17,241 - 1,986 19,227 44,411 Change in foreign currency exchange rates Effect on profit before tax, gain/ (loss) 10% 10% 5% 5% 10% 10% 5% 5% (108,803) (6,325) 54,401 3,164 (99,974) (3,391) 49,987 1,695 FINANCIAL STATEMENTS ANNUAL REPORT 2018 166 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 32. RISK MANAGEMENT POLICIES (CONTINUED) Currency risk (continued) During the year ended 31 December 2018 the Ukrainian Hryvnia appreciated against the EUR and USD by 5.62% and 1.37% respectively (2017: depreciated against the EUR by 15.14% and 3.12% against the USD). As a result, during the year ended 31 December 2018 the Group recognised net foreign exchange gain in the amount of USD 11,638 thousand (2017: foreign exchange losses in the amount of USD 35,615 thousand) in the consolidated statement of profit or loss and other comprehensive income. During the year ended 31 December 2018 USD 328 thousand (2017: USD 336 thousand) net for- eign exchange gain resulting from the difference in NBU and Ukrainian interbank currency market exchange rates, was included in Other operating expenses, net. The currency risk is mitigated by the existence of USD-denominated proceeds from sales of sun- flower oil, grain and chicken meat, which are sufficient for servicing the Group’s foreign currency denominated liabilities and were as follows during the years, ended 31 December 2018 and 2017: 2018 LIBOR LIBOR EURIBOR EURIBOR 2017 LIBOR LIBOR EURIBOR EURIBOR Increase/ (decrease) of floating rate Effect on profit before tax, gain/(loss), USD ‘ 000 5% -5% 5% -5% 5% -5% 5% -5% (8,642) 8,642 (3,955) 3,955 (7,110) 7,110 (1,765) 1,765 Vegetable oil and related products Chicken meat and related products Grain Other agricultural segment products 2018 274,313 471,177 156,511 21,703 923,704 2017 259,054 334,385 108,815 30,012 732,266 Interest rate risk Interest rate risk arises from the possibility that changes in interest rates will affect primarily bor- rowings by changing either their fair value (fixed rate debt) or future cash flows (variable rate debt). For variable rate borrowings, interest is linked to LIBOR or EURIBOR. The below table illustrates the Group’s sensitivity to increases or decreases of interest rates by 5% (2017: 5%). The analysis was applied to interest bearing liabilities (bank borrowings, finance lease ob- ligations and accounts payable under grain purchase financing arrangements) based on the assump- tion that the amount of liability outstanding as of the reporting date was outstanding for the whole year. The effect of interest rate sensitivity on shareholders’ equity is equal to that on statement of com- prehensive income. Livestock diseases risk The Group’s agro-industrial business is subject to risks of outbreaks of various diseases. The Group faces the risk of outbreaks of diseases, which are highly contagious and destructive to susceptible livestock, such as avian influenza or bird flu for its poultry operations. These and other diseases could result in mortality losses. Disease control measures were adopted by the Group to minimize and manage this risk. The Group’s management is satisfied that its current existing risk management and quality control processes are effective and sufficient to prevent any outbreak of livestock diseases and related losses. FINANCIAL STATEMENTS ANNUAL REPORT 2018 167 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018 (in thousands of US dollars, unless otherwise indicated) 32. RISK MANAGEMENT POLICIES (CONTINUED) Commodity price and procurement risk Commodity price risk arises from the risk of an adverse effect on current or future earnings from fluctuations in the prices of commodities. To mitigate this risk the Group continues expansion of its grain growing segment, as part of vertical integration strategy, and also accumulates sufficient commodity stock to meet its production needs. 33. PENSIONS AND RETIREMENT PLANS The employees of the Group receive pension benefits from the government in accordance with the laws and regulations of Ukraine. The Group’s contributions to the State Pension Fund for the year ended 31 December 2018 was USD 33,097 thousand and is recorded in the con- solidated statement of profit or loss and other comprehensive income on an accrual basis (2017: USD 23,680 thousand). The Group companies are not liable for any other supplemen- tary pensions, post-retirement health care, insurance benefits or retirement indemnities to its current or former employees, other than pay-as-you-go expenses. 34. EARNINGS PER SHARE The earnings and weighted average number of ordinary shares used in calculation of earnings per share are as follows: Profit for the year attributable to equity holders of the Parent 124,926 228,724 Earnings used in calculation of earnings per share 124,926 228,724 Weighted average number of shares outstanding 106,804,274 106,781,794 Basic and diluted earnings per share (USD per share) 1.17 2.14 2018 2017 The Group has neither potentially dilutive ordinary shares nor other dilutive instruments; there- fore, the diluted earnings per share equal basic earnings per share. 35. SUBSEQUENT EVENTS On 21 February 2019, the Group acquired 90.69% of the ordinary shares in Perutnina Ptuj d.d., a Slovenian based international meat-processing company and the most important and largest producer of poultry meat and poultry meat products in Southeast Europe. Perutnina Ptuj d.d. to- gether with its subsidiaries has production capacity of 55,000 tonnes per annum of poultry meat and more than 35,000 tonnes per annum of value- added meat . The deal was financed by cash from operations and bank loan from ING NV in the amount of EUR 100 million. As part of the trans- action, the Company has made a prepayment of EUR 20,000 thousand (USD 23,771 thousand) be- fore the year end. The final consideration amount is subject to the completion of audited results of Perutnina Ptuj d.d. for the year ended 31 December 2018. The necessary measure of fair values of the identifiable assets acquired and the liabilities assumed as well as other calculations required for this business combination have not yet been finalized. 36. AUTHORIZATION OF THE CONSOLIDATED FINANCIAL STATEMENTS These consolidated financial statements were authorized for issue by the Board of Directors of MHP SE on 19 March 2019. SHAREHOLDER INFORMATION Financial Calendar Key Contacts & Advisors 169 169 170 Glossary of Terms ANNUAL REPORT 2018 FINANCIAL CALENDAR KEY CONTACTS & ADVISORS 169 FINANCIAL CALENDAR MHP’s financial calendar can be found here: http://www.mhp.com.ua/en/investor-relations/calendar. The calendar is updated to show relevant events and dates. Website Shareholders are encouraged to visit our website, www.mhp.com.ua, to obtain information on the Company including its history, reports, news and press information. KEY CONTACTS & ADVISORS Company Registered Office 16-18 Zinas Kanther Street, Ayia Triada, 3035 Limassol, Cyprus Company Office EB 1, Nicolaides Sea View City Block AB, 3-7 Archbishop Makarios III Avenue, 6017 Larnaca, Cyprus Auditor Deloitte Limited Maximos Plaza, Tower 1, 3rd Floor 213 Archbishop Makarios III Avenue CY-3030 Limassol Cyprus Director of Investor Relations Anastasiya Sobotyuk Email: a.sobotyuk@mhp.com.ua Registrar Citigroup Global Markets Deutschland AG Reuterweg 16 60323 Frankfurt Germany R E D L O H E R A H S N O I T A M R O F N I Y R A S S O L G S M R E T F O AGM Broiler CAPEX CEO CFO CIS Company COSO CO2 CO2e CSR EBITDA Annual general meeting A young chicken raised for meat Capital expenditure Chief Executive Officer Chief Financial Officer Commonwealth of Independent States MHP SE Committee of Sponsoring Organisations Carbon Dioxide Carbon Dioxide Equivalent Corporate Social Responsibility Earnings before interest, tax, depreciation and amortisation EBRD European Bank for Reconstruction and Development EGM Extraordinary general meeting EU European Union Fodder Food for livestock FX Foreign Exchange GCC Gulf Cooperation Council GDP Gross Domestic Product GDR GMO Genetically Modified Organisms Greenfield GRI Group Grow-out Ha HR IAS IFC Relating to previously undeveloped sites Global Reporting Initiative MHP SE and its subsidiaries The period during which the broilers are raised Hectares Human resources International Accounting Standards International Finance Corporation Global depositary receipt ANNUAL REPORT 2018 170 International financial institution International Financial Reporting Standards Investor relations Joint venture Kilograms Key performance indicators Left Hand Scale Last twelve months Mergers and acquisitions Middle East and North Africa region Megawatt National Bank of Ukraine Non-executive director Non-governmental organisation Organisation for Economic Co-operation and Development Persentage Points Research and development Right Hand Scale Societas Europaea Stock keeping unit, or distinct type of item for sale A contract for immediate settlement on the spot date United Arab Emirates Ukrainian Hryvnia United Kingdom Ukrainian Network of Integrity and Compliance United States United States Dollar Year-on-year Value-added tax IFI IFRS IR JV Kg KPIs LHS LTM M&A MENA MW NBU NED NGO OECD pps R&D RHS SE SKU SPOT UAE UAH UK UNIC US US$ /USD y/y VAT 

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