04/11/2024 12:43 |
FY2023_Consolidated financial statement |
INFORMATION REGLEMENTEE
FINANCIAL
REPORT Roquette Group Year ended 31 December 2023 02 ROQUETTE RESTRICTED FINANCIAL REPORT Year ended 31 December 2023 TABLE OF CONTENTS • 1. Management Report Roquette Group and Roquette Frères............................................................ Page 05 • 2. Roquette Group consolidated financial statements............ Page 49 ROQUETTE RESTRICTED Roquette Group - Financial report 03 04 ROQUETTE RESTRICTED MANAGEMENT 1 REPORT ROQUETTE GROUP AND ROQUETTE FRÈRES TABLE OF CONTENTS • Note 1. Highlights, activity, and financial situation of the Group��������������������������������������������� Page 08 • Note 2. Activity, results and financial situation of Roquette Frères���������������������������������������������������Page 13 • Note 3. Non-financial information���������������������������������������� Page 15 • Note 4. Allocating the results and information concerning dividends�����������������������������������������������Page 22 • Note 5. Other information���������������������������������������������������� Page 23 • Note 6. Report on the governance of the company�������������Page 24 • Note 7. Results of the company over the last five financial periods����������������������������������� Page 26 • Note 8. Roquette Group’s non-financial performance statement�������������������������������������������Page 27 • A ppendices to the Roquette Group’s non-financial performance statement�������������������������������������Page 44 ROQUETTE RESTRICTED Roquette Group - Financial report 05 1. ROQUETTE RESTRICTED MANAGEMENT REPORT 06 Roquette Frères S.A Limited liability company with a capital of 8,812,908 euros Headquarters: 1 rue de la Haute Loge - 62136 Lestrem Arras Trade and Companies Register 357 200 054 Board of Directors' reports to the Annual General Shareholders' Meeting on April 5, 2024 To the Shareholders, We have called this ordinary General Shareholders' Meeting, in accordance with legal and statutory requirements, to report to you on the company's situation and operations during the past financial year, to submit for your approval the annual financial statements for the year and the resulting allocation of earnings, to renew the terms of office of board members, to appoint new directors, to set the directors' remuneration for the year, to approve non-deductible expenses, to amend the annual stock market mechanism stipulated in paragraph V of the internal regulations entitled “Ownership of Shares”, appended to the Company's bylaws, and to grant full powers to carry out all formalities relating to this meeting. You will also be presented with the reports drawn up by the statutory auditors as part of their duties. These reports, that of your Board, the annual financial statements, and any other documents or information relating thereto have been made available to you within the timeframe provided for by law and regulatory provisions. ROQUETTE RESTRICTED Roquette Group - Financial report 07 1. MANAGEMENT REPORT NOTE 1 HIGHLIGHTS, ACTIVITY, AND FINANCIAL SITUATION OF THE GROUP 1. Highlights 1.1 Group Highlights By transforming and using plant-based resources, the Group • The plant-based protein market is extremely competitive, collaborates with our customers and partners to design and offer with a significant increase in the number of stakeholders and ingredients to better feed and cure people. As a global leader in available capacity, resulting in strong pressure on sales prices. plant-based ingredients, a pioneer in new plant proteins and a In order to keep the Group's strong position, it is essential to major supplier of pharmaceutical excipients, the Group addresses develop specialties and innovate. A number of new ingredients current and future societal challenges by unlocking the potential were added to the Group's range in 2023 and a partnership of nature to provide the best ingredients for food, nutrition, and was formed with DAIZ Inc, a Japanese FoodTech start-up devel- health markets. oping technology to improve the texture, flavor, and nutritional profile of plant-based foods. 2023 was marked by a significant downturn in economic activity worldwide, mainly due to persistent inflation and the impact of Pharmaceutical Solutions the energy crisis. Although inflation has shown signs of easing, it • After a remarkable recovery in 2022, linked to the resurgence remains at high levels and has led to a decline in activity in the food, of post-Covid-19 seasonal illnesses, demand for ingredients animal nutrition, and industrial sectors. Europe was hit particularly in the traditional pharmaceutical solutions market (prescrip- hard by this difficult economic situation, which resulted in a decline tion drugs, over-the-counter drugs, and injectable solutions) in exports and under-utilization of production capacity in the starch continues to grow stronger in 2023. This rebound offsets the industry. halt in sales of excipients for Covid-19 vaccines and reflects the diversity and balance of the Group's ingredients portfolio. Despite these macroeconomic pressures, the Group capitalized on the strength of its business model and the responsiveness and • In April 2023, a pharmaceutical innovation center was opened commitment of its teams to continue developing its strategic objec- in Pennsylvania in the heart of the US pharmaceutical corridor. tives through its key segments: This strategic 25 million euros investment reinforces the Group's industry-leading position in pharmaceutical markets Core Ingredients and will advance research into oral prescription drug delivery • Early 2023 saw the beginnings of a decline in volumes shipped. systems and nutraceutical active pharmaceutical ingredients. This trend gradually increased throughout the period, resulting in a historic decline in volumes during the year, mainly in Europe. • In October 2023, the Group strengthened its global position At the same time, this shift was largely offset by implementing in the pharmaceutical industry by finalizing the acquisition of an adjusted, effective pricing policy that the Group introduced Qualicaps, a global supplier of capsules and pharmaceutical during the negotiations at the end of 2022. However, unfavor- equipment, also the world's third-largest supplier of oral phar- able market dynamics put pressure on sales prices towards the maceutical solutions. The company was part of the Mitsubishi end of 2023. Chemical Group and employs more than 1,400 permanent employees based in various locations in Asia, Europe, and • The Group places great importance on innovation and close America. With this acquisition, Roquette aims to increase its collaboration with its customers. To meet consumer demand ability to serve customers and the market with high-quality for healthier, more sustainable food, Roquette opened a solutions and a broader choice. The new combined entity will Food Innovation Center in Lestrem, France in June 2023. This offer more diverse solutions with a full range of hard and soft 5 million euros investment highlights the group's capacity for capsules, fillers, diluents and binders, disintegrants, and other innovation and its extensive know-how and expertise. It's also solutions. an important step in positioning Roquette as a trusted partner in the food industry. From an operational point of view, the Group initiated an ambi- tious competitiveness program for the entire Group. In addition, • In addition, a new Customer Experience Center was also the Group's operations were affected at the beginning of the year opened in Singapore in July 2023 as a collaborative hub with by strikes against pension reform in France and by the implemen- the region's food companies to leverage innovations with Asian tation of the last key stage of the SAP “Symphony” ERP, which took cooking methods. Asia is now the world's largest consumer food place as scheduled in January 2023 at the Group's largest site in market and this facility will enable the Group to consolidate its Lestrem, France. The “Symphony” project is an essential tool for leadership as a strategic partner by promoting the co-creation implementing the Group's strategy to meet customer expectations, and development of products tailored to this region's consumer by fundamentally transforming business processes, standardizing preferences. practices worldwide, formalizing know-how, and improving the IT system. Plant-based Proteins • Growth in the protein market has slowed, especially in the meat substitutes segment. The main reason for this trend is the impact of persistent inflation on customers' consumption ROQUETTE RESTRICTED habits, who tend to shun new plant-based alternatives due to their high prices. Given this context, the protein development strategy was readjusted to consolidate, diversify, and target the most value-creating segments. 08 1.2 Changes in accounting rules 1.4 Main changes in scope There were no changes in the accounting policy for the year 2023. During the financial year, the Group acquired Qualicaps. As part of this transaction, seven new companies joined the Roquette Group, 1.3 Changes in estimates all 100% owned. These companies were included in the consoli- dated financial statements as of October 1, 2023. There were no changes in estimates for the year 2023. In addition, the group sold Planttec Medical and Roquette Klötze. 2. Activity 2.1 Income statement Income statement – key figures (in thousands of euros) 2022 2023 Turnover 5,125,975 4,992,146 Current operating income 390,950 344,656 Operating income 113,809 340,605 Financial result (43,867) (30,725) Income from companies accounted for under the equity method (3,478) (5,821) Income tax (66,147) (100,316) Net income 317 203,744 Group share (9,431) 194,336 Minority share 9,748 9,408 Profit or loss (Group share) per share (3.21) 66.15 The Group's business model, which operates in the food, nutrition, Financial result and health markets, is presented in the non-financial performance The financial result is primarily comprised of the cost of net finan- statement (Note 8). It describes how the Group creates and main- cial debt for -33 million euros, other financial income, and expenses tains value over the long term, presenting its overall business and for -1 million euros and the foreign exchange results and financial operations in interaction with the broader business environment. instruments for +4 million euros. Turnover The financial result rose over the financial year with two key effects: Turnover amounted to 4.99 billion euros in 2023, down 2.6% firstly, a 17 million euro increase in the cost of debt (general rise in compared to 2022. This decline is due to lower sales volumes (as interest rates, effect of the new USPP loan and effect of the loan shown by the drop in tons of crushed raw materials described linked to the Qualicaps acquisition) and, secondly, the effect of below). This trend was offset by increases in sales prices on all positive changes in non-qualified hedging instruments on commod- products, particularly specialty products and certain commodity ities and energy during the 2023 financial year (the global markets products such as liquid sugars. context at the end of 2022 was bearish, leading to negative values on hedges). Current operating income Current operating income stands at 345 million euros, down 11.8% Income from companies accounted for by the equity method compared to 2022. It represents 6.9% of turnover in 2023, compared In 2023, the results of companies accounted for using the equity to 7.6% in 2022. Operating profitability was hampered by rising fixed method amounted to -6 million euros which is down 2 million euros costs against a backdrop of declining turnover. compared to 2022. Operating income Income tax Operating income is comprised of current operating income and The increase in the tax expense compared to 2022 is mainly non-recurring items. due to two effects: firstly, the non-recognition of deferred tax assets on losses incurred by Roquette Canada over the finan- For the 2023 financial year, non-recurring items amounted to cial year due to a lack of sufficient prospects, and, secondly, -4 million euros. They mainly include the capital gains on the sale of the effects of the tax audit in France on Roquette Frères. Planttec Medical (6 million euros), costs related to the acquisition and integration of Qualicaps (-10 million euros), as well as a reversal of the provision for the French transformation plan and a capital loss on the sale of Roquette Klötze. For the 2022 financial year, non-recurring items amounted to -277 million euros and included the impairment of Canadian assets for -287 million euros, the reversal of provisions under the ROQUETTE RESTRICTED Roquette Frères transformation plan for +10 million euros and the costs related to the closure of the offices of the Roquette CH offices announced in January 2022 for -2 million euros. Roquette Group - Financial report 09 1. MANAGEMENT REPORT Activity by geographical locations of the Group entities (Year 2023) European American Chinese Greater Asia (in thousands of euros) Entities Entities Entities Entities Eliminations Group Turnover 3,510,621 875,950 380,061 710,506 (484,991) 4,992,146 Current operating income 331,674 (24,023) 16,129 20,877 - 344,656 Non-recurring items (3,857) (201) - 7 - (4,051) Operating income 327,817 (24,224) 16,129 20,883 - 340,605 Financial result (5,166) (28,454) (3,390) 6,285 - (30,725) Income from companies accounted for by the (5,827) - - - 7 (5,821) equity method Pre-tax profit 316,823 (52,678) 12,739 27,175 - 304,060 Income tax (77,429) (9,818) (3,737) (9,331) - (100,316) Net income / (loss) 239,394 (62,496) 9,001 17,843 - 203,744 European Entities The European entities generated sales of 3.51 billion euros in 2023 The downturn in demand for pea proteins led to a reduction in compared to 3.63 billion euros in 2022. Price negotiations at the production at the Canadian plant and a significant loss in current end of 2022, conducted in a favorable market, enabled us to imple- operating income. The plant is now focusing on preserving its opera- ment an effective sales strategy and offset rising costs and the sharp tional integrity and adjusting its operating costs to its expected level drop in volumes with significant price increases. However, this of business in order to be ready for a potential market rebound. momentum slowed down at the end of the year under unfavorable market pressure. Chinese Entities Price increases have offset variable costs, especially for waxy Pharmaceuticals sales were up on seasonal illness products, offset- maize. While turnover in foreign currencies is up, turnover in euros ting the discontinuation of sales of excipients for Covid-19 vaccines. is impacted by an unfavorable exchange rate effect, amounting to When it comes to plant-based proteins, while volumes with new 380 million euros compared to 396 million euros in 2022. Thus, customers are increasing, the fiercely competitive market environ- the activities of the Chinese entities benefited from a significant ment is weighing on sales prices, and does not make it possible to improvement in profitability in 2023. offset the impact of rising costs, especially energy. The Chinese teams are working on innovation projects in close As a result, sales price increases, which gradually subsided, helped collaboration with local strategic customers to strengthen their to cope with the still high variable costs (raw materials, energy, market position and accelerate product launches on the local chemicals, transport, and logistics) and the effects of inflation on market. operating expenses (personnel expenses, digital costs, mainte- nance, etc.). The current operating margin rate therefore reached Greater Asia Entities 9.4% of turnover compared to 10.4% in 2022. The European entities The Greater Asia zone covers Asia excluding China. still contribute the most to the Group's net profit. The contribution to the Group’s turnover from Greater Asia entities American Entities amounted to 711 million euros, compared to 746 million euros in The turnover for the American entities amounted to 876 million 2022. The decrease in revenue was largely due to lower volumes, euros, down 3.3% compared to 2022. The decrease in turnover coupled with the effects of currency volatility and higher variable is the result of more moderate market demand, an unfavorable costs. The region experienced volume and price constraints, in a product mix, and operational problems at our factories. Despite highly competitive environment, while many customers continue these challenges, a strict trade discipline effectively offset the to have high inventory levels. The increase in variable costs, stem- rising raw materials costs and other adverse factors, resulting in ming largely from raw materials, transport, and energy costs, was improved margins compared to 2022. Despite a slowdown in sales, seen across all product lines, strongly impacting Roquette India's the Pharmaceutical Solutions and Food segments reported higher performance. margins. Growth in specialty products, coupled with new contracts, proj- The region has prioritized optimizing the need for working capital to ects, and partnerships are key to the India and Singapore teams' preserve its liquidity. It successfully executed a recovery strategy for continued growth in the Greater Asia region. the Itacel entity in Brazil, with significant improvements in produc- tion volume and a restoration of margins. ROQUETTE RESTRICTED 10 Raw material consumption The table below shows raw material consumption per country: (in thousands of tons) 2022 2023 Change Corn crushing Europe 2,409 1,813 (24.7%) Roquette Frères 1,283 965 (24.8%) Roquette Italia 663 462 (30.4%) Roquette Laisa 463 386 (16.5%) Corn crushing North America 726 658 (9.3%) Corn crushing India 809 823 1.8% Corn crushing China 359 335 (6.8%) Corn crushing 4,303 3,629 (15.7%) Roquette Frères 1,354 1,133 (16.3%) Roquette Amilina 526 437 (17.0%) Wheat crushing 1,880 1,570 (16.5%) Roquette Frères 627 393 (37.3%) Potato grating 627 393 (37.3%) Roquette Frères 77 53 (30.7%) Roquette Canada 35 38 9.4% Peas 112 92 (18.2%) Total 6,922 5,684 (17.9%) At the end of December 2023, crushing was down sharply compared The starting and ending potato campaign dates for the last three to the previous year and amounted to 5.68 million tons. Corn years are: remains the Group's main raw material and represents 64% of the raw material crushed. • 2021 – 2022: September 14, 2021 to February 3, 2022. Wheat crushing in France and Lithuania is also down 16%. • 2022 – 2023: September 20, 2022 to December 30, 2022. Peas are down 18% compared to 2022 and account for 2% of the • 2023 – 2024: September 26, 2023 to January 6, 2024. Group's total crushing. Potato grating, in France alone, is down compared to last year, accounting for 7% of raw materials compared to 9% the previous year. 2.2 Balance Sheet – main items with figures (in million euros) 2022 2023 Net fixed assets 2,653 2,983 Working capital requirement 708 859 Total 3,360 3,843 Equity 2,600 2,720 Provisions and employee benefits 71 90 Net debt 689 1,033 Total 3,360 3,843 Net fixed assets The change in net fixed assets is primarily linked: • To physical investments for 241 million euros (including usage • To the currency translation effect for 32 million euros. rights of assets taken as rentals). • to changes in scope for 383 million euros, linked to Qualicaps' • To provisions for depreciation for 256 million euros. goodwill and the integration of tangible and intangible fixed assets (see “Highlights”). ROQUETTE RESTRICTED Roquette Group - Financial report 11 1. MANAGEMENT REPORT Physical investments on intangible fixed assets (9 million euros) and tangible fixed assets (232 million euros) can be broken down as follows: (in million euros) 2022 2023 Change Roquette Frères 123.8 114.8 (9.0) Roquette Italia 10.8 12.5 1.6 Roquette Laisa 6.0 8.0 2.0 Amilina 6.3 11.4 5.2 Other European companies 21.1 11.4 (9.6) Europe 168.0 158.1 (9.9) Americas 46.0 49.2 3.2 China 17.6 15.7 (1.9) Greater Asia 11.0 17.5 6.5 Physical investments 242.6 240.6 (2.0) Physical investments (including right of use of assets taken as In Greater Asia, investments are mainly focused on maintaining rentals) stand at 241 million euros, which is an increase of 2 million facilities, ensuring safety, and continuing the upgrading of Indian euros compared to 2022. The majority of physical investments are sites that began several years ago, including wastewater recycling made in Europe, accounting for 66% of the Group's total. projects. The plant in Sethness, India has also benefited from an expansion project. Physical investments in Europe represented 158 million euros: Working capital requirements (WCR) • The main business investment projects in 2023 concern the The working capital requirement represents 17.2% of sales in 2023 installation of packaging equipment in Lestrem, France, for the compared to 13.8% in 2022. Over the financial year, turnover fell pharmaceutical industry, the completion of the second textured slightly while working capital requirements rose due to an increase plant-based protein production line in Horst, Netherlands, and in the value of inventories (+61 million euros), linked to higher a project to increase modified starch capacity in Benifaio, Spain. input costs (raw materials, energy, and fixed costs), and a decrease in accounts payable at the end of the year (linked to the more • In addition, investments related to operations focused on reli- marked downturn in business at the end of the year). Given this ability and energy performance projects, such as the continued context, the Group focused in particular on monitoring its working deployment of the mechanical steam recompression project capital requirements to ensure that its investment capacity was not and the energy supply continuity plan at Lestrem, France; main- compromised. tenance of the cogeneration unit at Benifaio, Spain, or projects such as improving the dehydration process in Panevezys, Net debt Lithuania; making production more reliable and complying with The Group has a net debt situation of 1.03 billion euros compared to quality requirements for BetaCycloDextrin in Lestrem, France; 689 million euros as of December 31, 2022. This increase in net debt as well as smaller maintenance investments managed by local was mainly due to the acquisition of Qualicaps in October. Excluding technical teams. this acquisition, operational performance led to a reduction in net debt. • Digital investments, representing 13 million euros in 2023, primarily relate to finalizing the “Symphony” project and stabi- lizing the SAP solution, as well as preparing for deployment in 3. Financial performance indicators the United States, Japan, and Mexico. The company's financial performance is analyzed based on the • Capitalized rental agreements (IFRS16) mainly include supply following indicators: chain agreements (raw materials transport wagons and storage warehouses). Operating profitability indicator (current operating income relative to sales) Investments in the Americas accounted for 20% of the Group's Current operating income stands at 345 million euros, representing investments in 2023 (49 million euros). In Canada, since the plant 6.9% of turnover in 2023 compared to 7.6% in 2022. This ratio is was commissioned, investments have been limited, and in 2023 decreasing compared to 2022 in line with the decline in operational focused on water treatment and the temporary solution installed on performance. A decline in volumes was observed from the outset the boilers. In the United States, investments focused on commis- of the year and was particularly marked in the final quarter. This sioning new starch milk tanks to boost production, the Keokuk decrease in volume has impacted the absorption of fixed costs, coal phase-out project, and equipping the Philadelphia Center for resulting in significant under-activity impacts on the financial Applied Science in the pharmaceutical industry. Investments in statements. Brazil focused on automating a microcrystalline cellulose packaging line and implementing a compliance and quality improvement plan. Financial structure indicator (equity and provisions less Finally, 15 million euros were invested in operations to maintain fixed assets) facilities, improve safety, and enhance productivity. This indicator stands at -174 million euros in 2023 compared to +19 million euros in 2022. This indicator was particularly impacted In China, investments primarily related to completing the invest- by the acquisition of Qualicaps which increased fixed assets by ment to increase food starch production capacity in Lianyungang 383 million euros. Equity increased thanks to net income, net of ROQUETTE RESTRICTED which began in 2020, investments in productivity and site upgrades, dividends and the negative impact of exchange rates on equity. especially at the Nanning (including a new quality laboratory) and Lianyungang sites, and the renewal of capitalized rental agreements for sales offices. 12 Return on equity indicator (net profit relative to average 4. Outlook equity) In order to best reflect the Group's structural performance, this Activity indicator is calculated by restating the impact (in net income In 2024, the Group will pay particular attention to developing its and in average equity) of the isolated “unusual” items on the specialty markets, especially with the integration of the Qualicaps “Non-recurring items” line on the income statement, or included in product range, and to its market positions in commodity segments. other lines, in particular “Income tax”. Building on 2023, the Group will continue to accelerate its sustain- able development initiatives and competitiveness program. This indicator stands at 7.7% in 2023 compared to 10.0% in 2022. The change in this indicator is explained by a very high net income Events after the closing excluding non-recurring items in 2022. No significant other event after the closing has been identified. Financial debt indicator (net financial debt relative to equity) The Group has a financial debt ratio of 38.0% as of December 31, 2023 compared to 26.5% as of December 31, 2022. The 2023 financial year was marked by the acquisition of Qualicaps which significantly impacted net debt. After this acquisition, net debt would have decreased thanks to the good operational performance for the year. The Group's strategy is to finance operations and invest- ments in a balanced and prudent manner. NOTE 2 ACTIVITY, RESULTS, AND FINANCIAL SITUATION OF ROQUETTE FRÈRES 1. Activity Building on 2022, 2023 was marked by high inflation in both variable tests carried out at consolidated level. Over the financial year, and operating costs as a result of a tense geopolitical climate. this method resulted in a net provision and impairment charge of 82 million euros, mainly explained by the depreciation of Against this backdrop, turnover rose very slightly by 0.4% to the shares of the Roquette Canada subsidiary for 82 million 2.92 million euros, thanks in particular to a relevant sales policy euros. It should be noted that the Roquette Klötze and BPS despite a sharp drop in volumes sold (-22%). GmbH shares were sold in April 2023 resulting in a capital loss of 5 million euros. Over the past financial years, these shares T he commodities market in Europe (paper-cardboard and food had been subject to depreciation, which was reversed at the markets) is the one that has benefited most from significant price time of this sale in the financial result. increases (starches, sugars, etc.). • As a reminder, the 2022 financial year was impacted by a net T he pharmaceutical solutions market continues to see stronger provision and impairment charge of 310 million euros, mainly demand for the traditional market (prescription drugs, over-the- due to the depreciation of shares in the Roquette Canada counter drugs, and injectable solutions), largely offsetting the subsidiary for 355 million euros. discontinuation of sales of excipients for Covid-19 vaccines. • The dividends received from subsidiaries are increasing T he plant-based protein market suffered from rising costs and falling (33 million euros in 2023 compared to 10 million euros in 2022). demand. Amilina (11 million euros) and Roquette Italy (10 million euros) paid dividends in 2023, whereas they did not in 2022. Nevertheless, and despite high sales prices, operating income is down 17.7% at 166 million euros compared to 202 million euros The exceptional result amounted to -0.1 million euros compared to in 2022. -35 million euros in 2022. Over the financial year, the main compo- nents of this result are regulated provisions, whose net expense The financial result stands at -11 million euros compared to improved by 30 million euros compared to 2022. Exceptional -289 million euros in 2022. This result can be explained primarily by income was also recognized in 2023 as a result of an increase in the the following elements: remuneration of Roquette Frères intangible assets granted to the Singaporean company RAPAC, as a result of the conclusions of the • In accordance with the accounting rules and methods, securi- tax audit covering the financial years 2019 to 2021. ties undergo an impairment test every year by comparing their gross value and their use value. The latter is measured based on In 2023, the corporate tax rate was 25.83% like in 2022. the subsidiaries' equity (used for the Group's financial consol- idation under IFRS) converted into euros, which may include, The net result of the company thus stands at 103 million euros in ROQUETTE RESTRICTED where appropriate, asset write-downs following impairment 2023, compared to -181 million euros in 2022. Roquette Group - Financial report 13 1. MANAGEMENT REPORT 2. Results The company's activity resulted in turnover of 2.92 billion euros and by a net income of 103 million euros: (in thousands of euros) 2022 2023 Turnover 2,913,330 2,924,819 Operating income 3,081,545 3,113,448 Operating expenses (2,879,559) (2,947,213) Operating income 201,986 166,236 Operating income/turnover % 6.9% 5.7% Investment income 456,221 159,555 Financial expenses (744,852) (170,277) Financial result (288,631) (10,721) Exceptional income 53,668 73,995 Exceptional expenses (88,794) (74,122) Exceptional result (35,126) (127) Profit-sharing and incentive agreements (31,863) (26,896) Income tax (27,429) (25,732) Net income (181,063) 102,759 3. K ey performance indicators of a financial 4. Activity and results of the company’s main nature subsidiaries The company's financial performance is analyzed based on the The activity indicators and the results commented on below come following indicators: from financial statements drawn up for the 2023 financial year in accordance with the IFRS (International Financial Reporting Operating profitability indicator (operating income relative Standards) reference standard. to turnover) This indicator was 5.7% in 2023 compared to 6.9% in 2022. The Europe decrease in performance is explained in the paragraph concerning The turnover of Roquette Italia in 2023 stands at 555 million euros, the activity. down 7% compared to 2022. The company’s variable cost margin decreased due to the combined effect of several factors. Following Return on profitability indicator (pre-tax profit relative to the sharp increase in gas costs and the limited availability of waxy equity) corn on the market, the entity had to increase its sales prices, This indicator stands at 6.3% in 2023 compared to -7.7% in 2022. resulting in a decrease in the quantities sold, which was also penal- The change in this indicator is primarily explained by the significant ized by the downturn in the markets finished products. At the end decline in financial income in 2022, a highly volatile aggregate, as of 2023, the financial performance of native starch products fell very explained in the paragraph relating to activity. sharply compared to 2022, as did dextrose and fermentation prod- ucts. Very strict control of fixed costs and the support received from Financial structure indicator (equity and provisions for risks the Italian government through the energy tax credit facility helped and charges less fixed assets) to limit the negative impact on the current operating income, which This indicator stands at -1.02 billion euros in 2023 compared to reached 13 million euros in 2023 compared to 58 million euros in -787 million euros in 2022. The increase in fixed assets is mainly 2022. due to the acquisition of Qualicaps in October 2023 for 297 million euros (gross value of securities). In 2023, even though the plant in Benifaio, Spain posted a low level of business, profitability was only slightly down compared to 2022. Financial debt indicator (gross financial debt to third parties It was a mixed year in terms of results, notably due to the gradual divided by equity) decline in sales prices (particularly on native starch products and The financial debt indicator is 53% as of December 31, 2023 sugars) during the second half of the year. Against this backdrop, compared to 44% as of December 31, 2022. Over the financial Roquette Laisa’s turnover stood at 387 million euros, down 6% year, the increase in financial debt (particularly linked to the new compared to 2022 due to lower prices and volumes. In fact, the Qualicaps loan used to finance this acquisition) was limited by the company’s operating income stands at 39 million euros in 2023, increase in Group companies’ deposits in the company (acting as a compared to 43 million euros in 2022. cash center) and the sale of long-term investments. The turnover of Roquette Amilina stands at 300 million euros in 2023. This year, the entity faced a significant drop in demand due to inflation which led to an economic slowdown. Specifically, European customers experienced reduced competitiveness on the export market, which led to low contract performance rates for its prod- ucts. Despite these difficulties, performance was robust in 2023, ROQUETTE RESTRICTED buoyed by high price levels that offset declines in volumes shipped. Current operating result amounted to 45 million euros compared to 55 million in 2022 and the net results for both financial years are identical. 14 Americas India Roquette America’s turnover amounted to 765 million dollars, down In the wake of lower margins in the second half of 2022, 2023 2% compared to 2022. Keokuk's production was down due to oper- saw a significant reduction in Roquette India’s operating income. ational difficulties and issues. However, lower volumes and higher Lower prices for raw materials and weak demand for premium costs were effectively offset by the sales strategy, enabling improved products were not conducive to price increases. As a result, most margins and overall performance by 2023. As a result, current oper- of the increase in variable costs was not reflected in sales prices ating income is 10 million dollars compared to -11 million dollars and resulted in lower profitability. Yields were adversely affected in 2022. by the El Niño meteorological phenomenon and its negative impact on corn quality. The company's fixed costs remain under control. China Roquette China's turnover stands at 2.28 billion RMB, up by Thus, in 2023, the company's sales amounted to 27.9 billion Indian 3% compared to 2022 mainly due to the increase in sales prices rupees, down 3% compared to 2022. Current operating income as a result of higher costs. Raw materials and energy costs are a stood at 370 million Indian rupees, compared with 1.65 billion major issue for the company, which has seen prices stabilize since Indian rupees in 2022. September 2023. The company's performance is improving, thanks to the business strategy which helped offset part of the rise in costs and to the continuous improvement generating productivity. The current operating income stood at 58 million RMB compared to -27 million RMB in 2022. NOTE 3 NON-FINANCIAL INFORMATION 1. Main risks and uncertainties The Group operates in a constantly changing world. The current envi- In 2023, the Group continued its “Group TOP risks” program, analyzing ronment and its potential changes in the regulatory, technological, and and mitigating group risks. This program makes it possible to manage and competitive fields lead to risks which, if they materialize, could have a anticipate Roquette's main risks in relation to its strategy and activities negative impact on its activities, its financial health, or its reputation. while taking into account factors outside the Group. These risks and their management were respectively presented to the Risk Committee, the The Group has a prudent approach to the risks it may encounter due to Executive Committee, and then to the Audit Committee. For each major its structure and governance. risk, global action plans have been established and monitored throughout the year. Since 2021, the Group has been upgrading its crisis manage- This chapter includes the main risks identified on the date of this docu- ment processes to ensure alignment with the risk map and to be as well ment. However, the Group may be exposed to other non-specific risks or prepared as possible to handle exceptional situations. risks whose potential consequences it may underestimate. In particular, it could be exposed to systemic risks such as major disruptions (Covid-19 In addition, business risk mapping is carried out every year in direct pandemic, security, monetary or cyber), leading to large-scale impacts collaboration with operations personnel. with economic implications. The risk management system is based on a uniform methodology for identifying, prioritizing and processing risks. This methodology is adapted to the Group's business line requirements, and is associated with a common digital risk management solution (IRMS). Business drivers Board & Executive Management Business Strategy & Board & Executive Management Objectives Enterprise Risk Action risks assessment plans ROQUETTE RESTRICTED Roquette Group - Financial report 15 1. MANAGEMENT REPORT The table below shows the main risks identified on the date of this document: Risk Description Risk management The growth strategy is driven by the development of strategic projects The proper unfolding of these projects and the correct integration of that make it possible to transform and develop the Group, and by the companies acquired are the subject of particular monitoring in acquisitions aimed at reinforcing its assets. order to allow the group to ensure the realization of its ambitions in The “Symphony” project aims to align and standardize processes and the short, medium and long terms. practices within the Group through the new ERP (Enterprise Resource In order to successfully implement the “Symphony” project at the Planning). In 2023, the Group successfully continued to roll out the French sites, a specific methodology and project management system solution in France at the Lestrem site on January 1, 2023. Not carrying were set up to capitalize on previous launches and anticipate risks out growth operations or signing external strategic partnerships could during the various launch phases. This project management will be reduce the Group's ability to achieve the expected growth in its target useful for the rest of the rollouts as well as for other projects of this markets. size. In the case of a post-acquisition integration, the return on investment A specific risk analysis was conducted by the project team and led to for the Group could be lower than anticipated. an action plan to secure the preparation and launch phases. In 2023, the Group acquired the Qualicaps group, the world’s third Roquette has set up a well structured process for selecting and largest supplier of capsules. This strategic investment strengthens validating external growth opportunities or strategic partnerships in Risks linked to the Group's growth strategy Roquette’s position as a major player in pharmaceutical solutions and line with its strategy and surrounds itself with professionals specialized contributes to its growth plan in the health and nutrition markets. in this type of operation. This process must ensure the quality of the targets and their value for the Group. Post-acquisition integration is prepared well in advance and is carried out according to a predefined operating procedure aimed at controlling the identified risks. A dedicated organization and governance structure has been set up for the recent acquisition of Qualicaps. The priority is to protect Qualicaps’ business in order to continue to creating value for the various stakeholders (customers, Roquette). Following the Qualicaps acquisition, the Group added a “Group TOP risk” map at the end of 2023 to strengthen coordination and mitigation of post-integration risks. As a player in the Nutrition and Health markets, the Group operates For several years, Roquette has had a global organization in place in a complex, constantly changing regulatory environment with for ensuring compliance with and changes in laws and regulations increasingly stringent standards. applicable to the Group through its Legal, Compliance and Regulatory There are numerous regulations which the Group is subject to. The Affairs Department with the support of the Group Executive main ones are related to the manufacture and sale of food and Committee and the Audit Committee. pharmaceutical ingredients, environmental protection, transparency, These practices are disseminated as part of a global compliance competition, prevention of corruption (mainly in compliance with the program based on documents and tools that are broadly shared with Sapin II law), and data protection. our employees, customers and suppliers, such as: Laws and regulations in the countries where the Group operates or • A Group code of conduct. sells products may lead to more stringent changes and could limit the • A supplier and distributor code of conduct. development prospects of some of our activities, result in additional • A guide to good practices in data management and privacy. costs or investments, or interrupt certain activities. regulationsor risk of non-conformities • An internal control manual. These changes could then influence the margin and the Group's financial performance. Awareness-raising and training courses are offered on these subjects Risk of a change in applicable and tools are made available. A global alert management system called “SpeakUp” has been set up to enable Group employees and partners to report suspicions or practices that are unethical, fraudulent, against the code of conduct and/or current regulations in a completely confidential manner to approved internal contacts. The implementation of these practices is coordinated with the Group's risk management and internal control procedures and can be audited by the Internal Audit department. ROQUETTE RESTRICTED 16 Risk Description Risk management The conducting of and the success of the Group's business are linked To deal with these threats, the Group has set up several initiatives to Risks linked to data protection, cyber to its information services being continuously available and its data increase the awareness of the employees about the risks of losing data security, and intellectual property and know-how being protected. and data leaks. In a context of increased digitization, cyber attacks and fraud attempts Significant investments have been made to improve the protection are increasingly frequent and complex. These changes can expose the of the industrial facilities against remote attacks as well as computer Group to the hacking of installations or to information leaks. solutions to control information sharing. Test campaigns and crisis simulation exercises are also conducted to measure the effectiveness of the systems in place. In addition, awareness-raising actions are regularly carried out with group employees (phishing, GDPR, etc.). A specific structure has been set up within the Group to protect its know-how and to register and protect its patents. As part of its operations, Roquette consumes primary energy (gas, For several years, Roquette has agreed to reduce its CO2 emissions as wood, coal, etc.) or secondary energy (electricity, steam, hot water, well as its water consumption. etc.) that emits CO2. In order to deal with the changes in this risk, especially regulatory The knowledge and growing awareness of climate issues around changes, Roquette is agreeing to reduce it in several ways. the world (governments, companies, consumers...) increase the Roquette conducted an assessment of its CO2 emissions over its regulations on CO2 emissions and the associated costs. entire value chain and drew up a multi-year roadmap to reduce the Roquette's business is thus exposed in the short and medium term: energy consumption and carbon footprint of its factories via targeted reductions in emissions required by governments, rising energy investments with an objective of reducing its emissions by 25% in 2030 costs, and growing demand from customers requiring an emissions (compared to 2021). reduction program. Therefore, Roquette regularly updates the internal price of CO2 which This exposure to climate risk could result in temporary or permanent is taken into account when calculating the profitability of investments. capacity reductions, reduced profitability, or loss of markets. The group estimates the price of CO2 at 100 euros per ton in its The Group's manufacturing processes consume water. Should a profitability calculations and at over 150 euros per ton in its long-term resource become scarce or in the wake of meteorological or climatic investment assumptions in Europe. events, this consumption may expose the Group to consumption On the other hand, Roquette has been committed since 2023 to restrictions or reductions. analyzing the carbon footprint of its products through a Life Cycle Climate change around the world is also having an impact on grain Assessment (LCA) program with the goal of covering all product families by 2030. Risks related to climate change yields, affecting the cost and availability of raw materials. These events can impact plants by limiting their production capacity In 2023, Roquette stepped up its ambition to reduce its water use. or interrupting it. The group is committed to using 20% less water by 2030 (compared and societal challenges to 2021). The group had already adopted a policy of purchasing sustainable raw materials in accordance with specifications/protocols inspired by the best agricultural practices for sustainability which are comparable to the requirements of the SAI standard. In 2023, Roquette raised its ambitions and now aims for 60% sustainable agricultural raw materials by 2030. ROQUETTE RESTRICTED Roquette Group - Financial report 17 1. MANAGEMENT REPORT Risk Description Risk management Product quality is a crucial issue for the markets and consumers served The quality, the food safety of the products sold, and compliance with by the Group. the associated laws and regulations are certainly one of the Group's As a major player in manufacturing and distributing plant-based major commitments. ingredients in the Nutrition and Health markets, the Group may be The Group has designed and implemented a quality management exposed to the risk of releasing products that are non-compliant or system: “Total Quality” making it possible to ensure a high level dangerous for the end customer, which could lead to withdrawal, of quality and traceability of its products from the raw materials to recall, or public health procedures in the worst case scenario. delivery. The risk of food safety and quality of products can occur when there is Risk analyses are conducted and regularly updated for each production Risks linked to the quality and food safety of our products a proven presence or strong suspicion of contamination of the finished line in order to control the safety risks associated with the products put products by contaminants (chemical, microbiological, physical, or on the market. In addition, controls are conducted on raw materials, allergens). Such an event may have multiple causes: during manufacturing, and on finished products in order to guarantee • During the manufacture of a product at a Group plant or at one of the level of quality assurance necessary to control the identified risks the Group's service providers. and enable the products to be released. • Upstream of the factories during the supply of raw materials or On site, the quality management system is audited on numerous downstream during the delivery of products to the end customer. occasions as part of the internal quality audit process, but also by external bodies, authorities or customers. Traceability and recall/ Direct financial consequences could occur with one or more customers withdrawal drills are regularly conducted to ensure that all Group as a result of a quality defect (production stoppage and operating stakeholders are prepared and responsive, if necessary. losses, destruction of Roquette product, destruction of customer finished product). Each site is involved in certification procedures that are in line with the markets served and the type of products sold. Each product In the longer term, an impact on Roquette's reputation is also analysis is also conducted in accordance with the compliance conceivable, as is a decline in Group sales causing a loss of revenue. standards applicable to the markets served (Food Chemical Codex, There may also be administrative and legal decisions against Roquette. Pharmacopoeia, etc.). At the same time, a Group-wide regulatory watch is in place to ensure that regulatory changes are taken into account within the company. Historically, the Group operated 24 production sites around the world, Maintaining business continuity is one of the Group's priorities due to Risks relating to the continuity of operations at the sites processing approximately 7 million tons of plant-based raw materials the importance of the markets it serves. into nutritional ingredients and pharmaceutical raw materials. In addition to the current processes, an anticipation unit has been set The acquisition of Qualicaps expanded the Group's scope, with up for procurement of plant-based raw materials in order to secure 9 production sites and over 1,400 additional permanent employees. them while complying with the applicable standards and regulations. Recent years have seen the emergence of external factors that can In order to mitigate supply pressures, the Group's services purchasing and their procurement of raw materials impact the operation of manufacturing sites: department has taken a number of global actions, such as standardizing • Systemic disruptions such as a global pandemic can affect business spare parts, stepping up monitoring of supplier lead times, anticipating continuity through disruptions in site organization, availability of orders, and conducting a detailed review of unique supply situations. manufacturing teams, and affect upstream supply chains. In response to the overall impact of these external factors, Roquette • Geopolitical crises can also affect the availability of agricultural raw has also set up initiatives aimed at covering these new risks and materials. becoming part of a sustainable global approach to business continuity. • Extreme climate events (droughts, floods, cold snaps) can also These plans are in addition to existing programs relating to industrial create significant strain on the availability of agricultural raw processes: facility reliability, manufacturing process safety, and spare materials. parts management. They are associated with a significant multi-year investment program. These events may impact the plants by limiting their production capacity or temporarily interrupting it and impacting the Group's revenues. ROQUETTE RESTRICTED 18 Risk Description Risk management For several years, growth in the markets the Group operates in, In order to best anticipate the changes in consumption preferences, especially Food and Pharmaceuticals, was sustained by global the teams regularly update market trends in order to adjust or modify economic development. product development and sales strategies in the short and medium Nevertheless, in 2023, Roquette faced unfavorable market trends, term. mainly in Europe: high inflation (energy, raw materials, and fixed costs) The Group has set up a monitoring system for market trend indicators Risks of market changes and a significant downturn in demand. Changes in the geopolitical to understand and anticipate potential changes in consumption. environment or the application of international sanctions could also Finally, to face the economic challenges, a competitiveness plan was have an impact on Roquette's sales in the nutrition, industrial, and launched in 2023. Its various initiatives aim to identify opportunities pharmaceutical markets. for improving performance in terms of variable and fixed costs and This could have a long-term negative impact on the sale of products in to streamline business strategies, so as to create additional value certain markets as well as opening up opportunities for development. that will enable the Group’s performance and financial strength to be preserved in a challenging competitive environment. The Group has over 10,000 employees whose expertise, know-how, The Group's vision is to create a positive, attractive environment that and commitment form an essential asset. The health, safety, and well- everyone wants to join, where everyone can learn, grow, contribute to being of its employees are among its top priorities. the company's overall performance and be properly recognized for it. In an international landscape marked by the “war for talent” on key Since 2020, the Group has adapted its working methods to meet skills, the Group may face difficulties in attracting, hiring, and retaining employee expectations. “Smart Working” is now an integral part of talent. the Group's working practices, enabling employees to carry out their duties more independently with greater flexibility, both on site and remotely. In 2022 and 2023, priority was given to (re)connecting teams. Numerous events were held to allow employees to share, collaborate, and create together in order to ensure the right balance between flexibility and collaboration of on-site, in-person teams. In terms of attracting talent, Roquette's Human Resources staff focused this year on improving the employer brand, increasing its visibility on professional social media, and stepping up the training of recruiters on new techniques. The candidate experience has also been improved, offering simplified and even more digitized processes. When it comes to hiring and retaining employees, the Group started a process of listening to its employees in order to continuously improve its talent management. In 2022 and 2023, the focus was on career Risks related to talent management and management, promoting internal mobility, and rolling out the “People Care” program that is consistent with the Group's core values. In 2023, the “Talent Review” process was expanded to include regions to assess and identify employees' skills, potential, and performance to support succession planning, professional development, and talent management within the organization. changing work methods Finally, employee engagement is at the heart of the Group’s strategy. In 2023, a new survey was introduced to assess employee satisfaction and motivation within the organization. This allows us to listen to employees’ voices, to engagein discussion and sharing workshops in order to identify strengths and areas for improvement, and thus implement actions to bolster engagement, talent retention, and overall company performance. ROQUETTE RESTRICTED Roquette Group - Financial report 19 1. MANAGEMENT REPORT 2. Insurance In light of the risks identified, the Corporate Insurance department Interest rate risk has set up international insurance programs covering the main risks The Group uses derivative instruments for the purposes of managing relating to the Group's activities, with reputable insurers and via the interest rate risk. They are primarily rate swaps and cross- global brokers. currency swaps. The Group has the capacity to possibly enlarge its range of instruments that can be used according to market These programs apply to all the Group's subsidiaries through conditions. “Master” insurance policies that reinforce the coverage of local policies by intervening to cover “limit differences” and “condition Risk of a variation in the cost of raw materials and energy. differences”. They cover the risks such as civil and professional Raw materials (mainly corn and wheat) and energy, represent liability, operating damages and losses, cyber risks or transport a substantial portion of the Group's variable production costs. insurance, when such insurance is required, as well as damage to Fluctuations of these in the markets are thus likely to be reflected the environment. The Group also has insurance that covers the risks in the Group's margins. of the liability of its directors and corporate officers. To minimize these contingencies, the Group primarily uses future The Group's insurance policies are issued on an “All risk except” purchases and sales on organized markets as well as on over-the- basis, with the standard market exclusions. Deductible levels are counter and options markets in compliance with certain risk limits determined based on the Group's risk appetite, assets, and oper- established by the Board of Directors. ational risks. Other insurance policies are also taken out in order to comply with the law or when necessary due to new activities or The Group covers a portion of its natural gas purchases by using circumstances. primarily contracts concluded with suppliers or financial markets via closed or instruments with options. In a partnership with its insurers, the Group has also developed a prevention program in order to reduce the risks of “Damage and Liquidity risk Operating losses”. During these prevention visits, risk analyses are The management of liquidity within the Group is based on central- conducted and organizational and/or material improvements are izing the access to the financing market. proposed. In order to cover its needs for global financing, the Group uses the The Legal department has established internal rules and proce- following instruments: dures through its Legal Manual so as to manage the contractual risk. Working closely with the Corporate Insurance department it ensures • Equity injected by shareholders. that these rules are applied everywhere throughout the world. • Cash flow generated by the operating cycle. The Group strives to cover its exposure to the main risks through dedicated insurance policies, and to constantly seek to improve its • Bonds issued to US investors (USPP). insurance coverage, while still reducing the costs thereof through self-insurance when it deems necessary. • Bilateral bank financing lines. In 2023, the Group succeeded in adapting its insurance policies • A dedicated depreciable loan for the Qualicaps acquisition. to the Group's risk appetite and focusing its efforts on prevention and retention (via the Group's reinsurance captive), optimizing • The commercial paper program. management of the total cost of risk. The Insurance department also implemented an insurance strategy for the Qualicaps acquisi- To date, the Group's net debt is comprised of: tion while ensuring its integration into the Group’s insurance and risk prevention programs. • Debt primarily issued in euros, debt issued in currency and debt issued in euros and immediately converted into foreign currency. 3. Managing financial risks • Gross investments primarily taken out in euros. According to specific procedures, the Group uses various types of financial instruments in order to manage its exposure to the The Group negotiated the issue of a second USPP in 2022 for following risks: 300 million euros with repayments scheduled between 2029 and 2034. Currency risks The Group's activities in the world are carried out by subsidiaries that During the financial year, the Group issued an euro loan to finance operate primarily in their own country and which invoice their sales the Qualicaps acquisition. The loan is amortized with repayments in the local currency. As a result, the Group's exposure to foreign scheduled from 2024 to 2028. The nominal interest rate is EUR3M exchange risk on its commercial operations is essentially limited to +0.95% (subject to a Standard & Poor's rating of BBB+ or higher). that of the Roquette Frères and Roquette Asia Pacific companies. The instruments used are primarily firm futures purchases and sales. The Group can also proceed with hedging the foreign exchange risk associated with certain borrowing in foreign currency. The instru- ROQUETTE RESTRICTED ments used are primarily futures contracts. 20 Counterparty risk R&D's geographic footprint is as follows: The Group has to support a counterparty risk with regards to its activity. This risk is primarily circumscribed to the level of customers, • The majority of the core expertise mentioned above is based at suppliers and financial institutions. the Lestrem (France) site. Customers • It is supported by innovation centers located in the regions The Group outsources its customer credit risk. This outsourcing is (Geneva & Philadelphia (USA), Singapore, Shanghai (China), done: and Panevezys (Lithuania)). At these centers, the relationships with local sales teams and customers is much closer, allowing • Primarily via recourse to credit insurance. for incremental innovation and meeting the needs of the local markets. • Or by using alternative means of security (banks, parent company guarantees, etc.). The main noteworthy events of 2023 are as follows: Marginally, when it is not possible to outsource, the Group can • Customer Experience Center (Singapore): this innovation decide to retain the risk. In this case, the process for internalizing center is focused on supporting customers in Greater Asia risk is governed by an internal procedure distributed to all Group Pacific region, but will also have strong links with R&D (analyt- companies and enforced by each local Financial Department. ical support and best practices, links with corporate teams for developing new solutions in line with identified customer Suppliers needs). Specifically, a sensory analysis center was built there, As part of its current activities, the Group negotiates deferred enabling Roquette's solutions to be adapted to Asian consumer payment terms that comply with the local regulations. The credit preferences. risk is therefore borne by the supplier. • Food Innovation Center (Lestrem, France): as part of the overall In the case of certain purchases (down payment with the order), the redesign of the Food Application Sciences Center, the R&D Group handles the credit risk by setting up: Sensory Analysis Center has also been completely redesigned to better serve the needs of European customers. In 2024, the • A bank guarantee generally of the first demand form issued to former animal housing facility will be converted into a state- the Group. of-the-art cell culture laboratory. In fact, the Group's decision to discontinue animal studies at the end of 2021 led to a shift • A parent company guarantee and even a property transfer if towards in vitro methods, including the acquisition of new the supplier is not in a position to provide a bank guarantee. expertise and a comprehensive training program for the teams. In addition, in the case of significant orders, holdbacks may be • The entire unit is actively involved in the Group's innovation contractually agreed in order to protect the Group from any defect process, both by participating in innovation projects and or malfunction that are not immediately noticed when the equip- by contributing to the project portfolio via the exploratory ment is received. research program. Their participation resulted in 30 new product launches and 19 patents. Also noteworthy is the 2023 turnover of 274 million euros in Innovation product sales, 4. Research and development activities almost half of which comes from R&D activities. Research and Development (R&D) aims to transform its expertise • 2023 was also marked by the introduction of external tech- into value for the Group. nology monitoring in order to identify, test, and acquire new technologies and/or products as quickly as possible so as to This is based on two main areas: complement in-house innovation. 75 leads have been studied and several are now under further investigation through collab- • Developing innovative solutions, ingredients, and technolo- oration agreements or technology license purchases. gies that meet the needs of external customers to support the Global Business Units' growth. • Operations support activities (troubleshooting) enabled Manufacturing to reduce costs by almost 22 million euros • Proposing technology modifications to Operations and Product (Lestrem, France and North America scope, which will be Line Managers to improve the profitability of industrial extended to the rest of the world in 2024). processes. Research done in France enabled us to benefit from 7 million euros In order to fulfill this mission, R&D focuses its expertise on the of CIR (research tax credit), thus reducing R&D costs. The Group products in the Group's portfolio, as well as on all the technologies also benefits from support facilities for its R&D activities, notably in used in the Group, combined with additional expertise (analytical, Singapore and Canada. life sciences, toxicology, excellence, and collaborative innovation). It also relies on an external network of scientific and technical partners. ROQUETTE RESTRICTED Roquette Group - Financial report 21 1. MANAGEMENT REPORT NOTE 4 ALLOCATING THE RESULTS AND INFORMATION CONCERNING DIVIDENDS 1. Allocation of the results The accounts for this period show: (in euros) net income of 102,759,311.92 to which is added the retained earnings 624,420,240.69 to form a total that can be distributed to shareholders of 727,179,552.61 It is proposed that the General Shareholders’ Meeting allocate this amount as follows: (in euros) as dividends for shareholders 59,692,763.52 and the balance to retained earnings 667,486,789.09 727,179,552.61 The dividend to be distributed would be set at 20.32 euros per share. This dividend, eligible for the 40% tax rebate for individuals domiciled in France for tax purposes according to paragraph 2 of Article 158.3 of the French General Tax Code, would be paid on April 12, 2024, minus the interim dividend of 10.00 euros per share paid on January 5, 2024. 2. Information on dividends In application of the provisions of Article 243 bis of the French General Tax Code, the following amounts were distributed as dividends for the three previous years: Financial Year Revenue eligible for the rebate Ineligible revenue Unit dividend (in euros) Other distributed revenue for the rebate 2020 19.81 not applicable not applicable 2021 20.18 not applicable not applicable 2022 20.67 not applicable not applicable ROQUETTE RESTRICTED 22 NOTE 5 OTHER INFORMATION 1. C hanges in accounting policies, estimates For the independent directors: and application • To renew the terms of office of Ms. Lise Nobre, Mr. Antoine There were no changes in accounting policies for the year 2023. Fady, and Mr. Pierre Luzeau. • To appoint Ms. Lucrèce Foufopoulos and Mr. Olivier Delmaea 2. Events after the closing as new directors. There have not been any significant events after the closing. This appointment shall be for a period of three years, expiring at the close of the General Shareholders' Meeting called in 2027 to approve the financial statements for the 2026 financial year. 3. E xpenses and charges not covered for tax purposes by Article 39.4 of the French General Tax Code 5. Compensation of Directors In accordance with the provisions of Articles 223 quater and 223 quin- We propose setting 750,000 euros as the directors’ compensation quies of the French General Tax Code, the financial statements for the for 2024. past financial year include an amount of 736,461 euros, corresponding to non-tax-deductible expenses. Consequently, the tax incurred due to said expenses and charges stands at 190,228 euros. 6. Employee shareholding Shareholding as of December 31, 2023 (Article L225-102 of the 4. Status of board members' terms of office French Commercial Code): none. The terms of office of all the Company's board members will expire at the close of this General Shareholders' Meeting. 7. Significant holdings acquired In accordance with the Company's Articles of Association and the Acquisition of Qualicaps Japan (parent company of the Qualicaps internal regulations dated April 14, 2013 appended to the Articles group) for 297 million euros in October 2023. of Association, the following is proposed: For family directors: • to renew the terms of office of Ms. Aurélie Roquette-Rousseau, Mr. Denis Delloye, Mr. Amaury Roquette, and Mr. Édouard Roquette. • to appoint Ms. Clémence Ossent-Boidin as a new director. 8. Payment deadlines Invoices issued but not settled on the date of Invoices received but not settled on the date of closing closing of the period for which the term has of the period for which the term has expired expired 1 to 30 31 to 60 61 to 90 91 days 1 to 30 31 to 60 61 days Total Total (in thousands of euros) days days days or more days days or more (A) Late payment tiers Number of invoices concerned 824 2,667 Total amount VAT inclusive of the 2,792 1,134 (371) 182 3,737 19,539 2,382 2,636 24,557 invoices concerned Percentage of the total amount of the 0.1% - - - 0.1% VAT purchases of the period Percentage of the turnover VAT inclusive 0.7% 0.1% 0.1 % 0.8% of the period (B) Invoices excluded from (A) relating to disputed or unrecorded payables and receivables Number of invoices excluded 243 - ROQUETTE RESTRICTED Total amount VAT inclusive of the 252 536 43 1,008 1,839 - - - - invoices excluded (C) Reference payment deadlines used (contractual or legal deadline) Payment deadlines used for calculating Contractual deadlines established Contractual deadlines established late payment with each supplier with each customer Roquette Group - Financial report 23 1. MANAGEMENT REPORT NOTE 6 REPORT ON CORPORATE GOVERNANCE 1. Governance as of December 31, 2023 Board of Directors Chairman Mr. Edouard Roquette Directors Ms. Caroline Catoire Chairman of the Audit Committee Mr. Denis Delloye Ms. Véronique Demolliens Director representing the employees Mr. Antoine Fady Chairman of the Strategy Committee Mr. Pierre Luzeau Ms. Lise Nobre Mr. Jean-François Rambicur Vice-Chairman, Chairman of the Appointments and Remuneration Committee Mr. Amaury Roquette Ms. Aurélie Roquette Ms. Sophie Roquette Chairman of the Ethics and Sustainable Development Committee Mr. Frédéric Vanhoye Director representing the employees Secretary Mr. Philippe Lardeur General Management Chief Executive Officer Mr. Pierre Courduroux Auditors Statutory Deloitte & Associés KPMG S.A. represented by represented by Mr. Edouard Lhomme Mr. Laurent Prevost Alternates BEAS ROQUETTE RESTRICTED 24 2. L ist of mandates exercised by the corporate officers In accordance with the provisions of Article L 225-37-4 paragraph 1 of the French Commercial Code, we hereby provide you with a list of all the mandates and positions held in other companies by each of the company's officers during the past financial year: Ms. Caroline Catoire, Director: Mr. Amaury Roquette, Director: • Director of LATECOERE SA • Director of RGCA SA • Director of MAUREL ET PROM SA, Chairman of the • Director of VIADENE SAS Appointments and Remuneration Committee, member of the • Director of subsidiaries of the DSM-FIRMENICH Group: ACTION Audit Committee PIN (Spain), FIRESPA (Spain), DRT-ANTHEA (India), and FIRMING • Director of MACQUARIE CAPITAL FRANCE SA (China) • Chairman of C2A CONSEIL SASU • Member of the Executive Committee of DSM-FIRMENICH's Perfume & Beauty division, Chairman of the Executive Mr. Pierre Courduroux, Chief Executive Officer: Committee of the Ingredients unit which is part of this Executive • Chairman of the Board of ROQUETTE AMERICA Inc Committee • Director of ROQUETTE ASIA PACIFIC (Singapore) • Manager of KEHR’S RIDGE CONSEIL EURL Ms. Aurélie Roquette, Director: • Director of RGCA SA Mr. Denis Delloye, Director: • Director of VIADENE SAS • Director of RGCA SA • Director of VIADENE SAS Mr. Edouard Roquette, Chairman of the Board of Directors: • Manager of SUGAR INVEST SARL • Representative of ROQUETTE FRERES SA, Chairman of • Chairman of 2D INVEST SASU ROQUETTE SILADOUR SAS • Representative of ROQUETTE SILADOUR SAS, Chairman of Ms. Véronique Demolliens, Director representing the employees: VIADENE SAS • No other mandate • Chairman of RGCA SA • Director of ROQUETTE ASIA PACIFIC (Singapore) Mr. Antoine Fady, Director: • Director of AFIR HOLDING & MGT SA • Chairman of XSYS GMBH (Germany) • Director of DECATHLON • Manager of STARHAVEN SC Mr. Pierre Luzeau: • Manager of STARLINEL SCI • Chairman and CEO of SEQENS Group Ms. Sophie Roquette, Director: Ms. Lise Nobre, Director: • Director of RGCA SA • Director of COMPAGNIE DAHER SA, Chairman of the Governance • Director of VIADENE SAS Committee • Chairman of BLUESTER CAPITAL SAS Mr. Frédéric Vanhoye, Director representing the employees: • Member of the Advisory Board of KAMA Holding GmbH • No other mandate Mr. Jean-François Rambicur, Director and Vice-Chairman of the Board of Directors: • Manager of ARCEAL BLMP SARL • Manager of ARCEAL BPAR EURL • Manager of ARCEAL BSCI SCI • Manager of BAILLON DOMREMY SCI • Manager of TERRASSES BRIANCONNAISES SCI ROQUETTE RESTRICTED Roquette Group - Financial report 25 1. MANAGEMENT REPORT 3. Agreements covered by Article L225-38 5. Exercise of General Management Note that no agreement falling within the application scope of Mr. Pierre Courduroux has been Chief Executive Officer since Article L 225-38 of the French Commercial Code was signed during December 14, 2020. the past financial year. All relevant information was provided to the Auditors for preparing their special report on these agreements. 4. Delegations of authority and powers of the General Shareholders' Meeting in the area of capital increases None. NOTE 7 RESULTS OF THE COMPANY OVER THE LAST FIVE FINANCIAL PERIODS Financial situation at the end of the period 2019 2020 2021 2022 2023 Share capital 8,812,908 8,812,908 8,812,908 8,812,908 8,812,908 Number of shares issued 2,937,636 2,937,636 2,937,636 2,937,636 2,937,636 Number of bonds convertible into shares - - - - - Global result of the effective operations Turnover before tax 2,100,300,748 2,027,987,223 2,292,442,924 2,913,330,346 2,924,819,464 Net income 137,395,006 (84,737,072) 139,307,306 (181,063,088) 102,759,312 Amount of profits distributed (*) 61,190,958 58,194,569 59,281,494 60,720,936 59,692,764 Results of operations reduced to a single share Net income 47 (29) 47 (62) 34.98 Dividend allocated to each share (*) 20.83 19.81 20.18 20.67 20.32 (*) For 2023, the amount indicated is the one proposed for distribution by the Board of Directors. ROQUETTE RESTRICTED 26 NOTE 8 ROQUETTE GROUP'S NON-FINANCIAL PERFORMANCE STATEMENT WHO WE ARE For 90 years, Roquette has been able to evolve and adapt to meet its customers’ needs, while remaining true to its values of authenticity, excellence, well-being, and anticipation. Our commitment to research and development of new products and technologies has enabled us to remain at the forefront of innovation, while continuing to offer high-quality products. This drive for progress and responsiveness is essential and allows us to confidently and decisively look to the future. Therefore, since we have always believed that sustainability is key to our company’s success, we have launched a highly ambi- tious new program to strengthen our performance by 2030. “life+nature” lays out three major objectives: “PRESERVE the planet”, “INVENT for the future”, and “CARE for people”. Through our “PRESERVE the planet” engagement platform, we want to reduce our environmental footprint by reducing our CO2 emissions by 25% by 2030. Validated by the Science Based target Initiative (SBTi), this carbon reduction target is already the subject of major investments at our production sites around the world, through energy efficiency projects and the use of renewables. Preserving the planet also means regenerating nature which is the driving force behind our business and the source of our inspiration. In 2023, we launched several initiatives related to our raw materials, such as our participation in the Transitions program, initiated by the Vivescia cooperative, whose aim is to support farmers towards regenerative, low-carbon agriculture that benefits soil and biodiversity. Firmly convinced that our innovation plays a fundamental role in our journey towards a more sustainable model, we have decided to delve much deeper into the environmental and societal impacts of our products, including through life cycle analyses. Our “INVENT for the future” engagement platform guides our actions and will enable us to offer solutions that create value for consumers, society, and the planet. 2023 was also marked by the launch of the R'SPM program, which aims to evaluate all our products and their impacts by 2030 in order to guide our R&D and commercial initiatives. Finally, through our “CARE for people” engagement platform, we continue to pay special attention to the men and women of Roquette and beyond our borders. We ensure that all our activities are carried out in strict compliance with human rights. As a family business, this commitment is part of our DNA. By providing our employees with a safe, diverse, and inclusive working environment, we ensure their health and safety. We are also reinforcing our activities and relationships with local communities near our sites, where numerous projects are being developed in partnership with them. This report provides full details of our new “life+nature” program, as well as the associated investments and initiatives to meet the ambitious targets we have set ourselves, which are in line with our determination to accelerate our efforts to make Roquette an even more responsible and sustainable company. Édouard Roquette, Chairman Pierre Courduroux, Chief Executive Officer ROQUETTE RESTRICTED Roquette Group - Financial report 27 1. MANAGEMENT REPORT THE ROQUETTE GROUP • Authenticity “We are authentic people, we live up to our commitments, and act honestly and responsibly. That’s who 1. Offering nature's best for over 90 years we are.” 1.1 History and operations • Excellence “Together, we are committed to doing even better and going even further every day to meet the expectations of A family-owned company, Roquette is a global leader in plant-based business partners and consumers alike.” ingredients and a major supplier of pharmaceutical excipients. Founded in 1933, the group is currently present in over 100 coun- • Proactiveness “Our family heritage and long-term vision are tries, posts sales of around 4.9 billion euros, and employs almost the foundations of our determination to always explore, work, 10,000 people worldwide. and innovate together. This is essential if we are to meet our customers' expectations and anticipate their needs on an For decades, life and nature have been its source of inspiration. ongoing basis.” Thanks to its natural raw materials, the Group is helping create a completely new gastronomy based on plant-based ingredients; • Wellness “By improving everyday products, we contribute to offering pharmaceutical excipients that play a key role in medical wellness while caring for resources, territories, and commu- treatments; and developing innovative solutions for other markets nities. We are committed to creating a pleasant working like animal nutrition, industry, and cosmetics. Roquette strives to environment.” unleash nature’s potential to improve, heal, and save lives. To ensure that every Roquette employee understands, shares, and Driven by a constant drive for innovation and a long-term approach, embodies the values that drive our company, a working group of Roquette places sustainable development right at the heart of its representatives from various departments, sponsored by a member concerns, taking care of resources, people, and territories. of the Executive Committee, was set up in 2023. Its job is to propose and ensure the implementation of a specific, regular communica- Roquette has been a member of the United Nations Global Compact tions campaign with concrete examples from the field that illustrate since 2009. This Pact brings together companies, organizations, UN that the Group’s values guide attitudes and behaviors on a daily agencies, labor stakeholders, and civil society around ten univer- basis. sally recognized principles relating to human rights, international labor standards, the environment, and anti-corruption. Each year, In China, the “Values On the Go” program conducted between 2021 the Group promotes actions in support of these ten principles and and 2023 helped various stakeholders to better understand what the its approach to sustainable development is aligned with the United company’s values conveyed. Events with customers, employees, and Nations’ SDGs1. their families were held throughout this period to highlight the ideas shared through these values: transparency, innovation, continuous In addition, the international non-financial rating agency EcoVadis improvement, and compliance. A book containing testimonials and awarded Roquette the “Silver” level for its commitment and perfor- examples of how these values are embodied was then published mance in sustainability. With an overall score of 62/100, the Group and distributed to Chinese employees. has significantly improved its score compared to previous years, demonstrating and recognizing the momentum associated with its sustainability goals, practices, and processes. 2. Establishing ethics as a principle of action The Group's key figures2: and a sign of trust • 90 years of history and expertise. 2.1 The Group’s commitments to ethics • Some 9,800 employees from nearly 60 different nationalities. The Group’s ethics and compliance program includes four major themes: • 33 industrial sites. • A global sales network covering some 100 countries. • Anti-corruption. • Approximately 5,000 end customers. • Combating anti-competitive practices. • 30 patents per year. • Monitoring trade sanctions risks. • Nearly 300 people dedicated to R&D. • Data protection. • 4.9 billion euros in turnover. An international presence from 1933 to the present: “Zero tolerance” for fraud and corruption is the guiding principle. • Since 1933: creation in France and development in Europe. RISK ENVIRONMENT • Since 1982: development in North America. Although the Group's activities are not particularly exposed to the • Since 2001: development in Southeast Asia. risk of corruption, employees may nevertheless come into contact with corrupt practices due to the Group's international presence • Since 2017: development in South America. and extensive ecosystem of varied business and logistics partners (e.g. distributors, carriers, customs officers, etc.). 1.2 The Group’s four values ROQUETTE RESTRICTED In 2023, the Group posted around 6% of its turnover in countries As an integral part of the company’s DNA, our values reflect the with a high level of corruption risk (i.e. a score below 40 according culture that our teams around the world live out and express every to the corruption perception index published by Transparency day. Authenticity, excellence, proactiveness, and wellness are International 2022) and has production sites in equally sensitive Roquette’s four core values: areas in India, China and Brazil, as well as sales offices in Indonesia, Malaysia, Mexico, Thailand, and Vietnam. 1 United Nations Sustainable Development Goals – reference table in appendix. 2 Group scope – Methodological note appended hereto. 28 RISK MANAGEMENT SYSTEM The Group is also committed to conducting due diligence on planned mergers or acquisitions to identify compliance issues with potential Since the Group is subject to the Sapin II Law, it has put in place acquisition targets at an early stage. specific policies and tools to support its zero tolerance of fraud and corruption, with the group’s code of conduct at the forefront. In line with this ethical risk management approach, the Group has set up an organization to report and better prevent corruption The Code of Conduct is available in nine languages (French, English, risks. Thus, any attempt or act of corruption can be reported to Spanish, Italian, Portuguese, Romanian, Lithuanian, Chinese, and the appropriate resources: Human Resources department, Ethics & Japanese) at www.roquette.com and on the intranet, and applies Compliance department, Internal Audit and Risk Management uniformly to all Group employees, regardless of their position or department, Roquette managers, or through the “SpeakUp” whis- location. tleblowing system. This whistleblowing system, whose platform is managed by an external service provider, is available to all Group The Code of Conduct is signed by every new employee during the employees (permanent employees, trainees, temporary workers, hiring process. and other staff seconded to the company) as well as to any third parties (suppliers, subcontractors, service providers, self-employed A Supplier Code of Conduct and a Distributor Code of Conduct apply workers) at www.roquette.com and on the intranet. Like the Code to suppliers and distributors with the same principles and rules. of Conduct, it is also found in the apps installed by default on all employees’ company cell phones. Available in many languages and In addition to the relevant sections of the Code of Conduct, the guaranteeing full anonymity if desired by the whistleblower, this Group has issued a number of guidelines, published on the intranet, system can be used to report any suspicion or violation of the Code detailing the rules and mechanisms to which employees must refer of Conduct, whether it be corruption, fraud, competition law, human in relation to anti-corruption, gifts and entertainment, managing rights, environmental violations, international trade sanctions, etc. conflicts of interest, competition law, international trade sanctions, relations with public bodies, delegation of authority, etc. These For more information on the “SpeakUp” system, please see section internal procedures apply to all employees, at all subsidiaries, wher- 3.1 Respecting human rights. ever Roquette operates. TRAINING Thus, in accordance with applicable laws and internal regulations, any employee who violates the code of conduct and Roquette’s Every employee who joins the Group must go through a digital anti-fraud and anti-corruption guidelines is subject to disciplinary onboarding process, including e-learning modules to familiarize sanctions. them with the code of conduct, security, safety, and data protection. TOOLS More specifically, training teams, especially those exposed to risks related to business ethics, is a major priority for the Group. This As part of its continuous improvement approach, Roquette continues is why “live” or “in-person” training courses (i.e. face-to-face and/ to update its anti-corruption risk mapping, covering all business or live via videoconferencing) are preferred. In 2023, the Ethics & lines as well as all support departments (finance, purchasing, HR, Compliance team, supported by the network of in-house lawyers IT, legal, and communications). A comprehensive exercise was rolled and local human resources teams, provided over 1,800 hours of out in 2022 covering Corporate Global department, Brazil, China, “live” training to more than 1,500 employees in nineteen countries France, India, and Spain. In 2023, Italy, Lithuania, Canada, Singapore, on the following topics: competition law, anti-corruption, conflicts of Poland and Mexico were added, and in 2024, the Group's sites in interest, trade sanctions, gifts and entertainment, diversity & inclu- the USA, Japan and the Netherlands will be included, along with the sion, and anti-discrimination and harassment. An online training Qualicaps sites acquired in 2023. catalog (“e-learnings” and “webinars”) is also available. In addition, intermediaries in contact with public authorities (e.g. In 2023, the focus was also on data protection, with 3,936 employees customs officers), as well as sales representatives, although few trained at 39 locations in 22 countries, for a total of 5,576 hours of in number, have been identified as presenting an inherent risk of e-learning. This effort will be extended in 2024 to ensure a highly corruption. In order to manage the compliance of all types of busi- satisfactory coverage rate in Europe and to extend it to cover areas ness partners (customers, suppliers, prospects, etc.), the Group has outside Europe. had a dedicated online platform for several years that is managed by an external service provider which allows you to run a background check for international sanctions, various convictions, reputational LIFE+NATURE : SUSTAINABILITY AS A CORE alerts through the media, etc. All third parties working with the COMPONENT OF THE GROUP'S STRATEGY Group are subject to an initial background check, but the platform also provides regular, ongoing verification. Alerts triggered in this way are processed by the Ethics & Compliance team. 1. Integrating sustainable development into the Group's business model Based on the risks identified, a list of all intermediaries used by the Group was started in 2023 and will continue in 2024, with the aim of Conflicts, scarcity of resources, population growth, aging population, categorizing them by risk profile and defining specific risk mitigation regulatory pressure, changing eating habits, etc. These accelerating measures for each. geopolitical and societal changes have or will have an increasingly significant direct or indirect impact on the Group’s business. In addition, a central online register dedicated to declaring any actual, potential, or apparent conflict of interest situation has been Sustainable development is an integral part of the Group's business ROQUETTE RESTRICTED set up on the intranet, as well as a register for declaring any gifts and model and one of its strategic pillars for ensuring that the Group entertainment received, offered, or declined. These systems thus continues to adapt. ensure a harmonized management of all reporting at Group level, facilitating second and third level checks. Roquette Group - Financial report 29 1. MANAGEMENT REPORT OUR BUSINESS HOW WE CREATE VALUE OVER THE LONG-TERM WHAT WE DRAW ON WHAT WE DO OUR FIELD THE BEST OF NATURE Using plant-based resources, we work with our customers and partners to develop and offer ingredients that help to better feed people and cure patients. Each of our ingredients responds to unique and essential needs. They contribute to PLANT-BASED RAW MATERIALS healthier lifestyles. FARMERS PHARMA FOOD & COSMETICS NUTRITION ONE ROQUETTE CUSTOMER-ORIENTED ORGANIZATION EMPLOYEES NUTRITION INDUSTRIES FOR ANIMALS SKILLS AND EXPERIENCE Around 10,000 employees worldwide Some 60 nationalities OUR RESPONSIBILITY OPERATIONS Committed to meeting the current and future PRODUCTION challenges, we are strengthening our sustainability More than 30 industrial sites approach through the life+nature program to The best technologies reduce our environmental footprint, offer solutions designed for the future to have a positive impact ENERGY on people’s lives. WATER SUPPLY CHAIN INNOVATION CAPABILITIES Nearly 300 researchers assigned to R&D 90 years of know-how and expertise Open Innovation Customer Technical Services 30 patents per year ROQUETTE RESTRICTED FAMILY CAPITAL More than 300 family shareholders 90 years of investments 30 WHAT MAKES US UNIQUE OUR VISION Nature has the answer to men and women's various needs in terms of food, nutrition, and health, depending on their lifestyle choices, their age, where they live, and what they do. OUR VALUES Authenticity, excellence, proactiveness, and wellness WHO WE CREATE VALUE FOR CUSTOMERS & CONSUMERS Over 5,000 end customers MARKET KNOWLEDGE Sales network in over 100 countries HIGH-QUALITY INGREDIENTS Close collaboration to innovate in nutrition and health Worldwide network of distributors REGULATORY SUPPORT COMPANY AND SHAREHOLDERS SUPPLIER PARTNERSHIP Turnover: approximately 5 billion euros Long-term relationship and partnerships 10% invested annually in R&D Innovation and development of capacities and investment projects Return to shareholders RESPONSIBLE EMPLOYEES OUR ECOSYSTEM Safe working conditions Employment Positive, attractive work environment Attracting new talent Leadership and developing people Territorial projects with local communities Approximately 27 hours of training Dialog with the stakeholders and politicians per employee per year Roquette Ventures Roquette Foundation for Health ROQUETTE RESTRICTED Roquette Group - Financial report 31 1. MANAGEMENT REPORT 2. Establishing a governance structure In 2023, a new operational governance structure was set up to rede- fine the Group's medium- and long-term sustainable development Governance, which drives sustainable development at Roquette, is strategies, structure, and ensure operational performance, develop based on three key components: new expertise and support departments and regions in their imple- mentation. Roquette has appointed a Sustainable Development • The Ethics and Sustainable Development Committee. Director who is a member of the Group Executive Committee. They rely on a team of nine people who interact with correspondents in • A team of experts at Group level, relying on a network of all departments of the company. correspondents. The main decisions related to the sustainability strategy are adopted • Dialog with stakeholders. by the Executive Committee and approved by the Board of Directors. The Ethics and Sustainable Development Committee has played a When it comes to broader governance applied to sustainable key role in guiding and monitoring the deployment of our sustain- development, Roquette relies on taking into account the needs able development approach over the last ten years. Made up of and views of the various stakeholders across its entire value chain. board members, it meets four times a year and ensures close Relationships with them and transparent communication are essen- interaction with the board and its other committees: the Audit tial in guiding the Group’s strategy and activities. Roquette regularly Committee, the Strategy Committee and the Appointments and communicates on sustainability initiatives and news through its Remuneration Committee. internal channels, website, and social media. The table below presents the main topics of stakeholder dialog: Stakeholders Topics Dialog mode Public authorities, local Compliance with regulations and the environment, zero Meetings, think tanks, negotiations, meetings and communities, professional nuisance, industrial safety, information, transparency, information exchanges, media relations, business and organizations, partners, media compliance, self-monitoring, economic benefits, decision- sustainable development report, website, and social media. making, and project management. Employees, social partners, Training, career management, working and safety Surveys, exchanges with employee representatives, salary future employees conditions, equitable remuneration, employee benefits, negotiations, internal newspapers, intranet, informative work-life balance, information on Group life, and the meetings, code of conduct, business and sustainability sustainable development program. report. Customers, distributors, Satisfaction, product and service quality requirements, Performance review, audits, satisfaction questionnaires, agents, suppliers, service rapid response, sustainable development approach, contracts, general purchasing conditions, supplier code of providers discussion and evaluation meeting, transparency on conduct, code of ethics, website. purchasing conditions, relationship of trust, etc. Shareholders, financial Growth, Group profitability and sustainability, stable General Shareholders' Meeting, informative meeting, site institutions governance, business information, visibility on the strategy visits, website, business report, financial and non-financial and resources committed, selection of investments. rating agency report. 3. Anticipating risks and seizing opportunities At the end of the analysis, six priority non-financial risks were selected: Risk is an integral part of corporate life. Roquette is exposed to an ever-evolving set of environmental, social, and societal risks that • Climate & business continuity. may impact its profitability, growth, and reputation and that could compromise the achievement and maintenance of its overall perfor- • Product innovation & sustainable supply. mance. In 2023, in line with the Group’s risk management plan, an in-depth analysis of the main non-financial risks was carried out in • Access to water. the following steps: • Energy efficiency & transition. • identification and qualification of 24 risk factors covering all sustainable development issues for the company, and aligned • Reducing greenhouse gas emissions. with the main external benchmarks (e.g. GRI, CSRD, CS3D, etc.). • Access to agricultural raw materials. • assessment of these risk factors by a panel of in-house experts ROQUETTE RESTRICTED in terms of their probability of occurrence, severity of impact, and rate of occurrence. • review and approval by the Group Executive Committee. 32 They are all subject to an action plan to reduce their probability aimed at promoting the practice of physical and sports activities” of occurrence and their intensity. The policies, actions, and results and the “nation-army link” were analyzed, and none of them related to these risks are described in the remainder of this report. presented high potential CSR risks for Roquette. In accordance with current regulations, the themes of “fighting food waste and food poverty”, “respect for animal welfare”, “actions Reduced risks Significant risks Major risks Climate & business continuity Access to water Reducing greenhouse gas emissions energy efficiency & transition Recruiting talent Product innovation & sustainable supply Skills management Access to agricultural Health and safety raw materials Product safety Non-financial data PROBABILITY Ethical practices IMPACT 4. R einforcing the Group's commitments and • Mitigation: Roquette adheres to the goals of the Paris Climate actions through the life+nature program Agreement (COP 21) to limit the rise in temperatures to less than 2°C above pre-industrial levels. To achieve this, the climate life+nature is the Group’s new sustainability program that marks the action program has been stepped up over the past two years, acceleration of commitments and actions in the field of sustainable with the implementation of a global industrial decarboniza- development. Fully integrated into the group’s strategy, life+natureis tion roadmap, setting new CO2 emission reduction targets for structured around three engagement platforms: 2030, creating an internal task force, and setting up a dedicated investment program. 4.1 PRESERVE the planet • Adaptation: in the event of climate hazards, our priority is to ROQUETTE RESTRICTED Mindful of the environmental footprint and the impact of climate protect and adapt the Group's infrastructures and production change on the Group’s business, a platform has been set up, in sites, secure access to water, and secure long-term supply connection with risk analysis, around two areas of work: sources, especially by prioritizing more sustainable raw materials. Roquette Group - Financial report 33 1. MANAGEMENT REPORT 4.2 INVENT for the future 4.3 CARE for people Anticipating and proposing solutions designed to create shared We cultivate a relationship of trust with all our partners, placing value for the Group's customers, society, and the planet is the goal human safety, ethics, and human rights at the forefront of all our of the “INVENT for the future” platform. By defining and imple- business dealings. In all its activities and business relationships, menting a sustainability assessment tool for its product portfolio, Roquette strives to respect human rights and fundamental free- the Group is able to bring a more sustainable product range to the doms. We offer our employees rich and varied career paths. The market, enabling its customers to meet new consumer expectations Group ensures their quality of life at work, respects their diversity and achieve their sustainable development goals. Spearheading and helps them develop their skills, and we also make safety a this platform, an eco-design program has been launched with the priority for everyone at Roquette. Operating in local communities Group's R&D and innovation teams to help develop new prod- around the world, the Group develops activities with them thanks ucts and solutions aimed at reducing the environmental footprint to the support of the Roquette Foundation. throughout the lifecycle and having an even greater positive social impact. 4.4 life+nature 2030 2030 GOALS AND PERFORMANCE MONITORING To tackle the challenges associated with the three engagement platforms of the life+nature program, the Group has committed to fifteen main objectives by 2030: Engagement 2030 2023 Associated risk Goals platform Objectives Result Reducing greenhouse Reducing the Group’s direct CO2 emissions (Scope 1 + 2) by 25% compared to 2021, according to the strategy validated by the SBTi* -25% -11% gas emissions Energy efficiency & Improving the energy performance of industrial site production workshops by 30% compared to 2021 -30% +1% transition Reducing greenhouse Working with suppliers to reduce indirect CO2 emissions (Scope 3) by 25 % in absolute terms according to the strategy validated by the SBTi* -25% -3% gas emissions PRESERVE Access to agricultural Achieving 60% purchasing of sustainable plant-based raw materials 60% 43% the planet raw materials Climate & business Supporting 20 regenerative agriculture programs* worldwide with the Group’s business partners 20 2 continuity. Reducing water extractions by 20% in absolute terms compared to 2021* Access to water -20% -9% Launching 100 initiatives to regenerate nature and biodiversity in the regions - where the Group operates 100 16 Product innovation & Developing collective eco-design expertise by training over 500 experts 500 - sustainable supply INVENT Product innovation & Qualifying 100% of the product portfolio with LCAs* to implement the R'SPM* program 100% 7% for the future sustainable supply Product innovation & Integrating eco-design into 100% of innovation programs 100% - sustainable supply Achieving industry-leading accident frequency rates with: Health and safety Frequency rate 1: 0.75 0.75 1.68 Frequency rate 2: 2 2.00 3.10 Promoting diversity and inclusion with 40% of management positions held Recruiting talent by females 40% 26% CARE Assessing 100% of strategic suppliers to ensure compliance with Group ethics for people Ethical practices and respect for human rights 100% 62% Guaranteeing all employees a minimum of 25 hours of training per year to 25 Skills management develop skills and career paths 25.9 hrs hours Launching 100 initiatives each year for the communities where the - Group operates 100 90 ROQUETTE RESTRICTED * New indicator in 2023. First results in 2024. Other, more specific objectives have also been defined and supported by the operational departments according to topic and monitored at site level. 34 NON-FINANCIAL REPORTING PRESERVING THE PLANET Non-financial reporting is an essential process that allows the Group 1. Reducing the Group’s carbon footprint to monitor progress made on the three platforms of the life+nature program. For this purpose, Roquette has set up an organization, Roquette has set clear and transparent carbon reduction targets processes, and specific documents to ensure the business lines based on clearly identified measures. They are part of a reduction are coordinated, share the sameindicator definitions and reporting strategy in line with the Paris Accords which were validated by the rules, collect and consolidate data efficiently, and finally ensure the Science Based Targets initiative (SBTi) in 2023. The 2021 carbon quality and credibility of the data communicated. footprint report is the benchmark and starting point for the Group’s roadmap. Indeed, reliable, relevant data is essential for guiding decisions, prioritizing projects, and allocating the right human and financial 1.1 The Group's carbon footprint report, a working resources. benchmark In 2023, in order to continue improving the process producing the In 2021, the reference year, the Group's total greenhouse gas (GHG) Group’s annual carbon footprint report published in this document, emissions footprint amounted to 8.7 million tons of CO2 equivalent. the sustainability and digital development teams launched a project They were broken down as follows: 2.7 million tons of direct emis- to define the governance of the Group’s direct CO2 data and map all sions (Scope 1 and 2) and 6.0 million tons of indirect emissions source systems. These efforts made it possible to update each con- (Scope 3). tributor’s role, specify the definitions and reporting scopes, analyze the IT architecture, and refine the Group’s direct carbon footprint Considering the Group’s business sector, the two main sources of result which is the basis for the Group’s reduction program. emissions are energy use and raw materials purchased. The last third of emissions includes the processing of products sold, transport, and purchasing chemicals. In line with the geographical distribution of Roquette sites, GHG emissions are concentrated in Europe (54%), Asia (30%), and the Americas (16%). Breakdown of Roquette's 2021 carbon footprint report emissions in tCO2 e* 4% Others 15% 17% Greater Asia Transformation of finished products 35% Energy 1% Waste 5% 4% China Chemical products 54% 5% Europe Transport 5% Americas 34% Raw Materials 1.2 Reduction targets and associated drivers In 2022, Roquette set new targets, in line with the Paris Accords, an Moreover, as energy efficiency is identified as one of the Group’s international treaty on climate change adopted by 196 countries at main non-financial risks, the level of requirements in this area has COP 21, the United Nations Conference on Climate Change in Paris been increased. The ambition is now to improve the energy perfor- in 2015. mance of the Group’s production facilities by 30% by 2030. The Group is committed to reducing its direct and indirect GHG Two main groups of solutions are being implemented to reduce the emissions by 25% (baseline year 2021) by 2030. In 2023, this target Group’s carbon footprint: was validated by SBTi, an independent global body that enables companies to set ambitious emissions reduction targets in line with • Energy efficiency, renewables, andelectrification to reduce site the latest climate change science. These goals are in line with the emissions (Scope 1 and 2). ROQUETTE RESTRICTED UN’s ambition to limit the global temperature rise to well below 2°C by the end of the century compared to pre-industrial temperatures. • Purchasing low-carbon raw materials, optimizing product trans- port, reducing chemical use to cut indirect emissions (Scope 3). * Methodological note appended hereto. Roquette Group - Financial report 35 1. MANAGEMENT REPORT For this purpose, the first investments have been planned to the • Since January 2023, around 30% of the electricity used by the tune of 350 million euros between now and 2028, something Panevėžys site in Lithuania has come from renewable sources, unprecedented in Roquette's history. thanks to the signing of a new wind power contract. Roquette has also defined an internal carbon price. This mecha- • At the Keokuk site in the United States, the use of coal will end nism aims to allocate a financial cost to the tons of CO2 that will be in 2025 and will be replaced by natural gas (which emits far less emitted over the life of a project, thus influencing its internal prof- greenhouse gas). itability rate. This mechanism, which is decisive for all investment decisions, applies to all regions of the world, including countries that • In China, two projects aimed at reducing greenhouse gas emis- do not have a carbon pricing policy. sions through energy efficiency were launched in 2023: energy recycling using heat exchangers and condensate recovery for 2030 building air preheating and the commissioning of a boiler recov- 2022 2023 Goal ering biogas from wastewater produced in sewage treatment plants to dry the sludge produced without using fossil-based Reducing GHG emissions -25% -1.0% -10.7% heat. from sites (Scope 1 + 2) compared to 2021 Reducing indirect GHG -25% Other major projects currently under study include the electrifica- -2.8% -* emissions (Scope 3) compared to 2021 tion of evaporation processes, with the RMV (mechanical steam * available in Q2 2024. recompression) program, and the installation of a biomass boiler at the Lestrem site in France. In 2023, the fluctuations in GHG emissions are explained by an overall variation in plant activities, as well as by changes in the In 2023, the Roquette Group's total electricity use (imported + energy mix and site-specific projects. generated) was 2,288 GWh compared to 2,548 GWh in 2022, and total natural gas use was 6,443 GWh in 2023 compared to 1.3 Focus on energy efficiency and the use 7,668 GWh in 2022. of renewable energy 1.4 Continuously streamlined logistics Even if local conditions are taken into account (regulatory constraints, composition of the energy mix, availability of resources, etc.), the A major factor in reducing Scope 3 emissions, freight represented 5% Group's decarbonization roadmap is deployed at each site, in France of Roquette's total carbon footprint in 2021. The transport strategy and internationally, according to two main areas of action: must meet three imperatives: decarbonizing the supply chain, main- taining the quality of service, and optimizing costs. As of 2021, these • “SAVE” : 30% reduction in energy use by 2030, compared to objectives were included in a charter and an agreement was signed 2021: this is the goal of the “30@30” program. In 2021, the for the voluntary FRET21 commitment for all flows from the major Group's energy use (mainly natural gas, coal, and electricity) site in Lestrem, France. Supported by the French Environment and accounted for 35% of the carbon footprint. Their drastic reduc- Energy Management Agency (ADEME), this scheme encourages tion across all production facilities is one of the major keys to companies placing orders with carriers (“shippers”) to reduce the the Group's decarbonization strategy. environmental impact of their logistics. • “SHIFT” : convinced by the efficiency of renewables for the In order to reduce product transport-related emissions by 25% by past fifteen years, the Group now relies on a combination of 2030, the four main areas of focus are: geothermal, biomass, and renewable electricity supplies (wind, solar, and hydro) in Europe and elsewhere. • Optimizing loading rates and distances traveled. 2030 • Multimodal transport and reduction of air freight. 2022 2023 Goal Energy efficiency of industrial -30% • Using carriers with low-emission truck fleets. -1.7% +0.9% site workshops (SAVE) compared to 2021 • Alternative fuels. By 2023, renewable energy will account for 14%* of the Group's energy mix. Thus, multimodal solutions have been implemented, notably for the Northern Europe flow, by mixing inland waterway, rail, and sea Many innovative solutions have been and will continue to be imple- transport for European sites. The Cassano site in Italy was a pioneer mented at the Group’s factories. Iconic examples include: in this field. In the US, road transport is also being gradually replaced by rail or barge. • The only one of its kind in France, the Beinheim site in Alsace has been operating since 2016 on a geothermal power plant In India, some of the trucks used by Roquette also use liquefied and a biomass boiler, which provide more than two-thirds of natural gas instead of gasoline. Finally, in Spain, the Group has its heating needs. innovated with double-tank trucks, making it possible to double the quantity of goodstransported on a single truck. This initiative • In India, the Pantnagar and Gokak plants use locally produced will probably be rolled out to other Group sites in the coming years. agricultural by-products (rice husks, sugarcane bagasse) as fuel to produce electricity or heat. ROQUETTE RESTRICTED * objective still to be defined. 36 2. Being more resilient to climate hazards As part of its commitment to responsible sourcing, Roquette is building ever-closer ties with its local suppliers and producers by Roquette relies on analysis of its climate risks to adapt its activities, drawing up and implementing specific specifications for its raw protect its sites, and secure its raw materials supplies. Conserving materials. This improves the quality and traceability of the Group's water resources is also a priority which the Group is strongly products. For example, Roquette works with Italian farmers in the committed to. Protecting biodiversity, on the other hand, is part of waxy corn industry where the Farm Sustainability Assessment locally implemented actions. (FSA) and the SAI certification scheme are applied. More generally, Roquette has been making the X-Farm tool available to farmers since 2.1 A proprietary climate model 2021, a software created by a company specializing in digital and precision agriculture. X-Farm acts as a liaison with Roquette's agron- Mindful of the impacts of accelerating climate change, the Group is omists for support throughout the growing process. This ensures working to develop a model for assessing future climate risks that will traceability of the farmed plot data, immediate feedback to correct affect operations (material damage, business disruption, etc.), and or improve processes, and statistical monitoring over several years. critical elements in the value chain (agricultural crops, supplies, facto- ries, industrial processes, logistics infrastructure, warehouses, etc.). Another emblematic program of Roquette’s commitment to working in collaboration with stakeholders in the agricultural sector: the For this modeling, Roquette distinguishes between acute and Transitions initiative which was created by the Vivescia cooperative chronic physical risks. The former are extreme weather events that and of which Roquette was one of the first partners. This pioneering, can cause floods or forest fires, for example. The latter occur over practical program for supporting farmers in France is a unique a longer period. These are caused by higher average temperatures cooperative approach between upstream and downstream stake- and rising sea levels. Initial work focused on assessing the vulner- holders, designed to overcome the economic and technical barriers ability of grain supplies (wheat, maize) to climate hazards by 2030 to moving towards regenerative agriculture with a low carbon and 2050. Modeling climate risks is an essential step in guiding footprint, while also preserving biodiversity. By 2030, the goal is to industrial and commercial strategy over the long term. support twenty regenerative agriculture programs worldwide with the Group’s business partners. 2.2 Prevention & adaptation plans 2030 Business continuity and adapting the sites to the impacts of climate 2022 2023 Goal change go hand in hand. In collaboration with insurance partners, Share of sustainable agricultural Roquette is working to make its sites more resilient to adverse 39% 43% 60% raw materials events such as droughts, tornadoes, and floods. Based on projec- tions and previous events, flood risk assessment studies have been Support for regenerative - 2 20 conducted at one of the sites in India. Subsequently, the Group will agriculture programs install flood protection systems in flood-prone areas and equipment protection systems in the event of a storm. 2.4 Reducing water use For sites that are already at risk, the protection system is being rein- At every stage, water is essential to the Group’s manufacturing forced. For example, in drought-prone areas, the Group is speeding processes: for irrigation of upstream farmland, grain washing, up the installation of water recycling systems. Some are already cooling of manufacturing processes, etc. being installed at the sites in India. In an increasingly restrictive regulatory context and faced with the On the other hand, the Group’s sites operate with environmental intensification of water stress that mainly affects sites in India and and energy management systems. Certification of these systems is Italy, but also, to a lesser extent, those in France or China, the Group being rolled out with the goal of having all sites certified. In 2023, has set up a “water” program with two main objectives: 58% of factories were ISO 14001 certified and 54% were ISO 50001 certified. • Reducing the amount of water taken by improving existing processes and installing new water-efficiency tools, coupled 2.3 More sustainable agricultural raw materials with smart metering. Agricultural raw materials (wheat, corn, potatoes, and peas) are • Treating water both at the intake and discharge stages, with the basis of the Group’s business. That’s why it’s important to take increasingly efficient purification circuits. action today to ensure tomorrow’s supply. For many years now, Roquette has been working closely with cooperatives and farmers In Vic-sur-Aisne, France, Roquette launched a flagship project this on increasing the volumes of sustainable raw materials purchased, year to reuse evaporation condensate in the steam production developing associated certification schemes, and deploying new system. This heat recovery reduces both water and natural gas use regenerative crop protocols. In addition, the Group sources its grain at this site. locally whenever possible. Another example in France was at the Lestrem site where the Group The Group has therefore committed to increasing the percentage undertook work within the sewage treatment plant between 2020 of qualified sustainable raw materials to 60% by 2030 on all its and 2023 to improve its operational efficiency (it has a treatment purchases worldwide. To achieve this, Roquette will give prefer- capacity equivalent to that of a city of 700,000 inhabitants) and its ence to grains certified under the ISCC (International Sustainability environmental impact. The new facilities and the mobilization of Carbon Certification), low-carbon label, 2BS (Biomass Biofuel our teams have made it possible to significantly reduct the plant’s Sustainability), and SAI (Sustainable Agriculture Initiative) schemes. impact on the natural environment. ROQUETTE RESTRICTED In 2024, Roquette will expand its scope with volumes of SAI-certified corn from Chinese agriculture that are recycled at the Lianyungang site in China. Roquette Group - Financial report 37 1. MANAGEMENT REPORT To conserve water, Roquette has set targeted objectives that are INVENT FOR THE FUTURE adapted to the identified risks. By 2030, 100% of the Group’s plants in areas with high water stress will have a dedicated water manage- Innovating for men and women, society, and the planet: this is the ment program: smart metering, long-term contracts, dialog with guiding principle of the INVENT for the future platform. The Group surrounding communities, leak detection technology, and employee has regular discussions with all stakeholders, especially its customers awareness for greater moderation. and end consumers. These discussions guide the Group’s innovation decisions with the aim of developing a more sustainable product Finally and overall, Roquette is committed to reducing its water use and solutions portfolio. Roquette certifies its products and quali- in absolute terms by 20% by 2030 compared to 2021. fies its offer using robust tools and methodologies in the interest of transparency. These in-house developed tools are aligned with In line with this ambition, the Zero Liquid Discharge project in demanding, international standards adopted by a growing number Gokak, India aims to treat and reuse manufacturing process water. of large companies. It is treated in the plant’s wastewater treatment plant and then, thanks to a reverse osmosis purification process, it is reused in the boiler and not discharged into the nearby river. 1. Strengthening innovation capabilities and customer interaction 2030 2022 2023 Goal In addition to investors and regulators, the Group’s customers -20 % and consumers are increasingly demanding sustainable products. Reducing water use +1.3% -9.0% In the US, sustainable consumer products are no longer a niche, but compared to 2021 a strategic category that is growing twice as fast as conventional In 2023, fluctuations in water use can be explained by an overall markets. This trend has been confirmed in France over the past five variation in plant activities, as well as by site-specific projects. years for consumer products identified as sustainable. 2.5 Protecting biodiversity Under these conditions, there is a need to understand the new sustainability challenges associated with the Group’s markets and In addition to reducing its environmental footprint in its operations, the drivers for creating new products that will meet consumer needs. Roquette has launched initiatives to actively contribute to protecting To do this, Roquette is expanding the capabilities of its innovation nature. Roquette aims to support 100 programs by 2030 that will centers, strengthening its expertise, and adapting its historical tools help restore nature and biodiversity throughout the Group's value for dialog and collaboration with its customers. chain. In June 2023, the Group opened a new food innovation center in Biodiversity studies are carried out in the areas where our sites are Lestrem, France. This center, staffed by scientists specialized in located. This year, for example, the Bombay Natural History Society food applications and a team of analytical experts, boasts a host (BNHS) was asked to assess the Gokak site in India. The purpose of of new services, including technical assistance and R&D support, this approach was to get recommendations for planting new biodi- state-of-the-art equipment, and laboratory and semi-industrial pilot versity-friendly woodland areas on the site's land. testing facilities. Roquette also opened a new pharmaceutical inno- vation center near Philadelphia, USA in 2023. A veritable incubator In Spain, the Benifaió site is located near the Albufera lagoon. This of applied science innovation, focused on researching innovative body of water is necessary for the municipal freshwater resource excipients and ingredients for oral dosage forms and drug delivery which is vital to the region's biodiversity and essential to the produc- systems, this facility has a technical customer service department tion process. In order to protect this natural site from drought in and an auditorium for symposiums and customer training. In Asia, particular, the residual water, after passing through the site’s waste- Roquette opened a new customer experience center in Singapore water treatment plant, indirectly contributes to the lagoon’s water in July 2023. As part of the Asia-Pacific Innovation Center, it allows cycle. In addition, Roquette’s teams have established close ties with Asian customers to experience Roquette’s products through culi- those in charge of this nature reserve. Every year, employees have nary and sensory experiences. This center is designed as a place the opportunity to help Albufera technicians clean up the banks or to collaborate with food companies to boost innovation. It hosts a plant trees, thereby helping to preserve biodiversity. sensory space where panelists can assess the function, taste, aroma, and visual appearance of a variety of Asian dishes using ingredients. 2030 2022 2023 Goal For example, at the “Food Ingredients Europe 2023” trade show, Total number of biodiversity an innovation aimed at offering sugar-free chewing gums with - 16 100 initiatives since 2021 a crunchy texture and a bright white color was presented. This PREGEFLO® pregelatinized starch meets the demand for a titanium dioxide-free solution while retaining the pleasure of confectionery tasting. In the pharmaceutical industry, our teams have developed an excip- ient for controlled-release tablets, PEARLITOL CR-H®, whose direct compression process reduces the number of operations in the process, thus increasing yields and reducing waste. In addition, throughout the year, Roquette’s global presence at trade shows and forums dedicated to the various markets, in ROQUETTE RESTRICTED France and internationally, enables us to maintain a quality dialog with customers and also capture market trends, particularly those relating to sustainable development. This year, the Group set up a team of multi-disciplinary experts to meet growing customer demand for sustainable solutions. 38 2. C ertifying the Group’s production processes and supporting innovation programs (product development and improvement, price positioning, new technical arguments, differ- Making production processes and operations traceable, visible, and entiation, etc.). reliable is key to the Group’s sustainable development approach. For more than twenty years, our sites have been applying the best total To ensure credibility and transparency, the R'SPM and the associ- quality methods and are certified according to several recognized ated results will be regularly audited by a third party. international standards and norms suitable for the food and phar- maceutical markets (FSSC 22000, ISO 9001, EFISC, etc.). Historically active in developing and marketing of more environ- mentally-friendly products, Roquette has a strong presence in For example, HACCP (Hazard Analysis Critical Control Point) is the plant-based protein and fiber markets. The Group’s range of used, a method for analyzing and controlling product safety that is plant-based proteins combines nutritional and environmental recognized in the food industry. This applies to all stages of manufac- qualities: criteria that consumers are increasingly looking for. In turing: from receiving raw materials and packaging to final delivery 2022, Roquette launched a new NUTRALYS® range of textured pea to customers. and bean proteins for European markets. The positive intestinal health effects of fibers found in some of the product lines, such as In addition, in 2023, Roquette completed the FSSC 22000 (Food NUTRIOSE®, have also been demonstrated. Safety System Certification System) certification of the last plant workshops to reach 100% of food production lines certified, Another example of an eco-designed product is a bio-based fertilizer compared to 97% in 2022. The goal is now to maintain 100% called SOLULYS®, which is produced by recovering all the compo- FSSC 22000 certification on production lines. nents of agricultural raw materials. This sustainable alternative to petroleum-based fertilizers, with its low environmental impact, More specifically, the Group has implemented certification programs meets societal and market expectations. to provide structure for its sustainability program initiatives. For example, plants using biomass as a renewable energy source must 2030 enter a certification scheme that is recognized by the European 2022 2023 Goal Union like the SURE (sustainable resources verifications scheme). Qualifying the product portfolio This certifies the sustainable management of forests and associated with LCAs to implement the R'SPM - 7% 100% biomass. program For the past ten years, the Group has also been involved in certifica- tion programs for qualified sustainable products or products made 4. Implementing an eco-design approach from sustainable agricultural raw materials. At its French sites, the Group follows the Biomass, Biofuel, Sustainability voluntary scheme Even though the manufacturing process has already achieved a (2BSvs), which is one of the most widely recognized for certifying the high level of circularity, the Group has committed to an eco-design low-carbon nature of biomass used in biofuel production. program, which is both a technical approach and critical expertise to offer customers a more sustainable product range. In recent years, other programs have been gaining momentum within the Group. Examples include the International Sustainability & Eco-design aims to improve the products’ environmental footprint Carbon Certification (ISCC+) for the bioplastics segment and the throughout their entire life cycle without affecting their functional Sustainable Agriculture Initiative (SAI) standard for food and qualities. At each stage (raw materials, transport, manufacturing, consumer products. distribution, consumption, waste, etc.), eco-design identifies the various effects on the environment: water use, energy use, impact on biodiversity, climate change, etc. It provides a map of the prod- 3. Characterizing the Group's products for uct’s environmental impacts, enabling it to be compared and a more sustainable product range improvement plans to be implemented. Products with positive impacts on society and a reduced environ- More broadly, eco-design meets a dual requirement: reducing the mental footprint guide the Group’s innovation strategy to build a environmental footprint and boosting competitiveness. It takes into more sustainable product range. In order to carry out this project, account the technical feasibility of product innovation, its perfor- a cross-departmental team was set up in 2023 to define and imple- mance, cost control and development times, market constraints, ment a method for assessing the sustainability of Roquette’s product and environmental regulations. portfolio: R'SPM (Roquette Sustainability Portfolio Management). R’SPM attributes a sustainability score to each product, based on This approach is backed by a program of recruitment of experts, two criteria: training of R&D, operations, and innovation teams, and the estab- lishment of external partnerships with renowned schools and • The environmental footprint which is based on a quantitative universities in the field. study resulting from a lifecycle analysis. The Group aims to train more than 500 engineers and researchers • How, in its application, the product provides environmental and at Roquette and its partners by 2030. societal benefits. In 2018, the Group's first eco-design objective was to reach 70% of The methodology will be finalized in 2024 and the Group has set projects meeting green chemistry criteria by 2025. The target is now itself the goal of qualifying 100% of its product portfolio with LCAs 71% by 2022 and 75% by 2023. by 2030 to implement the R'SPM program. This strategic tool will ROQUETTE RESTRICTED guide Roquette’s decision makers in managing the product portfolio Roquette Group - Financial report 39 1. MANAGEMENT REPORT CARE FOR PEOPLE 2030 In line with one of Roquette’s four values, well-being, the CARE for 2022 2023 Goal people engagement platform is a sign of the Group’s determina- 1.55 1.68 TF 1: 0.75 tion to have a positive impact on everyone’s lives everywhere in the Workplace accident world, at Roquette and beyond. Employees, partners, customers, frequency rate (FR) 3.69 3.10 TF 2: 2.00 consumers, local communities... Roquette seeks to improve the living environment, well-being, nutrition, and health of all its stakeholders. 1.2 Well-being and Quality of Life at Work Our teams are a vital part of Roquette and we constantly strive to 1. Ensuring employee engagement ensure their well-being and quality of life at work. This is the goal of the Well-Being program. It is based on four principles: Every day, men and women drive and sustain the Group's ambi- tion. Every eighteen months, an employee engagement survey is • Support and assistance: listening mechanisms in all countries, conducted. This survey is used to assess the work environment and surveys, discussion groups, etc. organization, employee experience and management effectiveness. The results are used to collectively discuss and build action plans • “Working together”: communication rituals, collaborative that will contribute to the continuous improvement of these areas. tools and friendly get-together events, set up in each country by the sites. Because employees are our greatest asset, their safety, well-being, and professional development are our top priorities. • Respect for work-life balance: internal communications campaigns on this topic and initiatives focusing on well-being. 1.1 Team safety For example, workshops held in France to manage their work- load or maintain the quality of relationships. Team safety is essential for the Group and the safety first principle is the cornerstone of all our actions. As far as Roquette is concerned, • Personal development: days dedicated to mental health, there is no reason to jeopardize a person’s safety or that of others. promotion of physical activity through health challenges, group walks, neuroscience awareness, disease prevention campaign. The safety commitments are reiterated in the Group’s safety policy and inthe “safety pledge”, in effect since 2021, with four major Roquette always listens to its employees via its social barometer and principles: makes annual improvements to its Well-Being program. • Compliance with local laws and internal health and safety Last but not least, working methods have changed radically since the guidelines. pandemic. Working remotely is now possible in all countries where the Group operates, if the position permits. • Identifying, assessing, and controlling risks. In 2018, the Group set a target of 25 employee wellness initiatives • Applying operational best practices selected internally or from per year by 2025. The target has now been largely achieved with recognized external stakeholders. 51 initiatives in 2022 and 53 in 2023. • Developing a culture of continuous improvement involving all 1.3 Career opportunities for everyone the stakeholders at the sites. The Group's training programs are constantly evolving to meet the Over the past decade, the topic has been raised as a top priority by needs of its employees. senior management, who have implemented action plans to increase employee awareness and improve risk management. Another devel- The Learning strategy is based on the Roquette Campus and learning opment is the enhanced control of subcontractor safety. As with academies. More than 180 internal contributors, supported by local its employees, Roquette tracks incidents and accidents when they and global learning teams, contribute to developing employees’ occur at its sites and implements corrective action plans. skills. They contribute to a training management system as well as the academies of the main departments. The Group regularly takes steps to raise awareness among all employees of the importance of looking after their own safety In 2022, training was a major asset in the Group’s digitalization and that of others. In 2023, for example, the Group's factories strategy and thus contributed to the success of a transformation stopped work for an hour to present the teams with the new program, especially in France, which saw an average of 27 hours of actions requested by management, review employees' knowledge training per employee. of the subject, and ask them about their commitments. In addition, Roquette conducts tens of thousands of safety inspections in the The training efforts continued in 2023 and the Group is proud to field every year. see that its employees have responded to the various initiatives proposed by the learning teams as well as by all the department Convinced that all accidents can be prevented, our objective is to academies to further develop their skills. significantly reduce the accident rate by 2030. ISO 45001 certifica- tion of industrial sites is another strong marker of this commitment: Over 3,800 courses and programs have been taken by more than 38% of them were certified in 2023. The Group is aiming for 100% 90% of teams. ROQUETTE RESTRICTED by 2030. Digital learning events have been held since 2020. In 2023, during Learning Thursdays, all Group employees were offered aware- ness-raising and training sessions every Thursday in June, in 40 webinar, in-person, or e-learning format. The topics discussed were In order to encourage women’s participation in industrial occupa- Roquette's shared culture through compliance, safety, and business tions, several initiatives have been launched. Presentations were ethics, sustainable development, continuous improvement, lead- held and led by ambassadors in the schools located near the sites. ership (including aspects of inclusion, diversity, and well-being at Communications campaigns are also being conducted to promote work). women’s place in manufacturing and science. Internal initiatives include “Talk'n Job”: women in industry and learning expeditions In order to ensure the continuous development of its management within the operations and digital teams. Particular attention is teams and strengthen succession planning in the strategic business paid to diversity in succession planning. Finally, targeted training is lines, the Group has set up a global “Odyssey” program dedicated to offered to raise awareness about equity and inclusion. Leadership and Management skills. Pilots projects are being rolled out. In addition, women holding strategic positions is one of the keys to the Group’s successful development. The goal is therefore to In 2023, the Group managed to exceed its target by reaching increase the number of women in management teams from 25% 25.9 hours per employee. to 40% by 2030. This is a new key performance indicator that was implemented in 2023. 2030 2022 2023 Goal The Women@Roquette network continues its work on every conti- Average number of training 25 hrs per nent where the Group operates. Each year, it rolls out specific hours per employee 27.1 hrs 25.9 hrs year initiatives that are adapted to the local context, culture, and needs like the W@R mentoring program in France and Brazil or theme- based conferences on health and self-confidence in India and Spain In addition to training, the Human Resources department conducts aimed at everyone. annual talent reviews (“People Reviews”) to address employees’ aspirations in line with the company’s needs and according to Finally, the Group is convinced that recruitment is a strategic tool their performance and skills. These reviews are based on the for supporting its diversity, equity, and inclusion ambitions. Teams annual employee/manager interviews carried out as part of the are therefore regularly trained on cognitive biases and anti-discrim- performance monitoring and career discussions (or professional ination. Gender equality is monitored on a quarterly basis through interview). These constructive discussions are a real opportunity recruitment, promotion, and salary reviews. to focus on the employee, their performance, and career devel- opment needs and aspirations in order to support them in their This year, Roquette is proud to say that its commitment to promoting career planning. Managers are routinely sensitized and trained on and acting in favor of equity is also reflected in the gender equality the importance of giving regular feedback. index in France with a score of 93/100. 1.4 Promoting diversity COMMITMENT TO THE DISABLED The diversity of our employees' culture and experience is one of In France, May 13, 2022 marks an important milestone in Roquette's the Group's greatest assets. At Roquette, diversity and inclusion social progress: the Company signed its first agreement in support of are expressed by sharing these experiences and valuing each the disabled. Valid for two years, this agreement focuses on: person's individuality. This principle of action helps to create a fulfilling working environment and strengthen the Group’s roots in • Integrating and recruiting people with disabilities. local communities. In 2023, employees were able to contribute to • Keeping employees with disabilities employed and supporting the promotion of the principles of diversity, equity, and inclusion them throughout their professional career. through 58 initiatives. • Support mechanisms for employees with one or more depen- The Group reaffirms its commitment to encouraging interac- dent children with disabilities. tion between generations, through integration programs for new arrivals, apprenticeships, international corporate volunteering (VIE), In 2023, various events were held at the French sites to promote awareness-raising sessions on the topic of generations, as well as and make the signing of this agreement a reality. Roquette’s partic- initiatives to transfer skills and expertise. ipation in “DuoDays” is an example of this: this involves pairing up an employee with a disabled person to help them explore life in In order to pursue its ambitions towards a long-term vision, the the company and its professions. In 2023, nineteen “DuoDays” were Group created the position of DE&I(diversity, equity and inclusion) held at the five French sites at the employees’ initiative. Five duos Manager in 2023 who is also in charge of the Talent Acquisition. were set up which enabled five disabled persons to learn about a Roquette job. SPECIAL FOCUS ON GENDER EQUALITY 1.5 Communication and internal dialog In a historically male-dominated sector, gender equality is a priority at Roquette. In 2023, 23.8% of permanent employees were women. INFORMING AND SHARING WITH TEAMS The Group reaffirms its ambition to reach a minimum of 25% by 2030. In order to create a satisfying working environment and foster a desire to move forward together, dialog with employees is essential: 2030 it's one of the Group's long-held convictions. Since 2016, Roquette 2022 2023 Goal has been offering a regular information point called “Roquette Connect” which brings together the executive committee and all Male/female ratio 22,6% 23,8% 25% ROQUETTE RESTRICTED group managers three or four times a year in a video conference. In % of women in management 25,3% 25,6% 40% addition, “Roquette Connect+” sessions are also held twice a year % of women in management* 21% 21% 40% for all Group employees. The “Townhall” is another initiative that is emblematic of the Group’s commitment to dialog. This initiative * Methodological note and details of 2023 workforce appended hereto. Roquette Group - Financial report 41 1. MANAGEMENT REPORT is implemented when members of the executive committee visit a 3. Promoting respect for human rights and site and use it to gather employees and pass on information directly fundamental freedoms to them. Human rights and fundamental freedoms are one of the Group’s MAINTAINING SOCIAL DIALOG most important requirements. Uncompromising in these matters, the Group reinforces its oversight every year. Social interactions between Roquette management and employee representatives are governed by law in most countries. Collective 3.1 Respect for human rights agreements often complement the legislation. This is the case in France where there are agreements on value sharing (salaries, prof- The Group is committed to respecting and enforcing human rights it-sharing, and incentives) and the renewal of the agreement on jobs in its own activities and business relationships. The Group's funda- and career path management that were signed in 2023. mentals: the Universal Declaration of Human Rights, the principles set out in the International Labour Organization (ILO) conventions In Spain and Brazil, discussions also resulted in agreements on and by the United Nations (UN). working conditions. Roquette is committed to fostering construc- tive dialog between management and employee representatives. To ensure this compliance by the Group and its partners, two docu- The regularity of these exchanges contributes to the quality of social ments are used as a reference: the Group and supplier codes of dialog within the Group. conduct. Roquette ensures that they are strictly enforced. A manda- tory training program was rolled out across the entire company in At the Group's French sites, the company engages in dialog with 2021. The program is ongoing and diversifying with the themes of employee representative bodies like the Social and Economic anti-harassment and anti-discrimination, diversity and inclusion, Committee (CSE) and the Health, Safety and Working Conditions and personal data protection. Commission (CSSCT). Similar bodies also exist in Lithuania, Italy, and India. Through regular exchanges with their representatives, In addition, several channels for whistle-blowers have been set up: the teams are kept informed of economic, social, and organizational any employee can report any behavior that violates fundamental developments. rights to their line manager or to the Human Resources depart- ment. A whistleblowing called “SpeakUp” has also been set up: This year, the signing of 19 agreements with social partners is testa- anonymized, this digital platform is open to all employees and ment to the dynamic social dialog there is within the Group (for external partners. In 2023, “SpeakUp” logged 86 alerts, including reference, 29 agreements were signed in 2022). 25 confirmed cases and 13 full investigations. The main topics are business integrity and behavior. The confirmed cases led to 11 disci- plinary measures and several action plans to strengthen internal 2. E stablishing a relationship of trust with all controls in particular. Group partners The whistleblower's guide published by Roquette guarantees the In order to build lasting, trusting relationships with all our partners, protection of any whistleblower acting in good faith and the absence we must ensure that everyone shares our values and ambitions in of any retaliatory measures of any form or nature whatsoever. This terms of ethics and sustainable development. guide is available on the intranet in the Group’s nine languages. Communicated to all suppliers in early 2020, the Group's Supplier Finally, everyone can also call on the Group's specialized bodies Code of Conduct is based on several foundational documents: the and systems, like the Ethics & Compliance team, the Internal Audit Universal Declaration of Human Rights, the principles of the United department, and the Risk Management department. Nations Global Compact, the International Labor Organization (ILO) conventions, and the Group's own Code of Conduct. 3.2 Data protection For several years now, the Group has asked every new supplier to Data security is an essential principle that determines the Group’s sign this code during the registration process. What's more, signing success, sustainability, and reputation. It is covered by a Group this code is now a condition for qualifying all key suppliers. As a policy based on the fundamental principles set out in the Code of result, in 2023, all suppliers who have been listed and qualified via Conduct and the Supplier and Distributor Codes of Conduct. the internal tool signed the code of conduct. In order to protect the personal data of its customers, partners, Group-wide sustainability requirements are reinforced when and employees as effectively as possible, the Group relies on a data selecting suppliers. Starting in 2024, suppliers will be sent a ques- protection officer (DPO) and a dedicated in-house team who work tionnaire covering the topics of human rights, labor laws, health and closely with the network of personal data protection coordinators safety, diversity, the environment, and climate. By 2030, the Group in the corporate and regional departments. aims to evaluate 100% of strategic suppliers using these criteria. In the event of an unsatisfactory score (scale being defined), an action Roquette takes steps to protect information systems, sensitive infor- plan will be requested. mation, and production tools. In the event of a major incident, our teams are fully prepared to ensure business continuity. 2030 2022 2023 Goal With a total score of 846/1000 in 2022, the global digital, cyber secu- 100% of strategic suppli- rity and DPO teams achieved a “developed” rating in the Cybervadis % of qualified assessment protocol. This is an acknowledgment that demonstrates 58% 62% ers qualified according strategic suppliers a high level of commitment in this area. The assessment method to CSR criteria ROQUETTE RESTRICTED is based on the main cybersecurity standards (ISO 27001/2, NIST Cybersecurity Framework) including the requirements of privacy laws and regulations. To mark the five-year anniversary of the European General Data Protection Regulation (GDPR) which governs data processing equally 42 across the European Union, a new mandatory training course has 4.3 Roquette Foundation for Health been launched at Group level. In addition, since 2021, HR teams have regularly completed these mandatory modules, including The Group’s foundation contributes to educational programs on specific training on protecting employees’ and applicants’ personal nutrition, studies on the impact of nutrition on diseases, and health data. projects. In particular, it encourages medical research to prevent, cure, and 4. Engaging with local communities avoid the spread of diseases. With almost 2.5 million euros donated since it was founded in 2017, the Foundation has contributed to With operations in more than 100 different countries, Roquette is almost 30 different projects, including seven international ones. committed to its role as a local player. We maintain close ties with the communities around the Group’s factories through support For the 2023–2028 period, the foundation’s new commitment, initiatives, listening, and dialog. “Healthy food for our health”, is embodied in three main objectives: 4.1 A u nique manifesto, numerous regular actions • Facilitating access to healthy, sustainable food for the most vulnerable. Roquette is committed to working every year to help local popu- lations and communities develop, based on its mission statement. • Improving knowledge of the links between nutrition and health. In order to step up its impact, the Group has redefined the current target even more ambitiously: from a minimum of 40 actions to be • Sustainably promoting healthy eating habits. achieved by 2025, the new 2030 objective is to reach 100 actions. This can be done through financial donations, skills sponsorship, As part of this commitment, the third “Act&Help” event helped five and technicalsupport. Roquette especially supports activities closely associations supported by the Group’s employees in 2023. These linked to nutrition, health, the environment, education, and emer- associations supported projects in support of the UN’s second gency aid. Sustainable Development Goal “Zero Hunger”. This year in France, a health challenge was held at all Roquette sites In 2024, the Roquette Foundation will continue to support opera- to raise funds for associations like Agir pour le Cœur des Femmes. tional projects related to nutrition and will award its third Research As an added bonus, this initiative also promoted physical activity Award. The aim is to reward the work of a young researcher from among employees. France, Italy, Spain, Lithuania, or Singapore on the following theme: “food and nutrition issues and approaches in health prevention. Another iconic example of the Group’s commitment to communities is that in Singapore, more than 40 employees worked alongside the NGO Waterways Watch Society to clean up the country’s waterways. This example also illustrates the launch of the employee volun- teering program, which will enable each Group employee to take time out to help associations either through skills sponsorship (pro bono, mentoring, etc.) or through mobilization days organized by the company (like the example above in Singapore). This voluntary program will be expanded in 2024. 2030 2022 2023 Goal Number of initiatives for local 90 90 100 communities 4.2 Increased attention to the well-being of local residents In addition to supporting local communities, the Group is partic- ularly attentive to the impact its activities has on them. Thus, in order to respect their living environment, local residents and local authorities are regularly invited to meetings to keep them informed of the progress of projects that could have an impact on their daily lives. These meetings are used in particular to monitor and better protect the people living near our sites. The Group also takes into account feedback from local residents during site visits. For example, during deliveries procedures are put in place to reduce the noise created by unloading trucks. Sites also ensure that delivery times are acceptable to local residents. This concern for the local residents' living conditions enables us to maintain good relations with them. ROQUETTE RESTRICTED Roquette Group - Financial report 43 1. MANAGEMENT REPORT APPENDICES TO THE ROQUETTE GROUP NON-FINANCIAL PERFORMANCE STATEMENT Appendix 1: Methodological note Group scope: all sites more than 50% owned by Roquette as of December 31, 2023 (including Qualicaps). Restricted Scope: Roquette Frères and all its industrial subsidiaries with a workforce of more than 50 employees, directly or indirectly controlled by more than 50% and belonging to the Group for at least one year as of January 1 of the reference year (excluding Qualicaps). Note: with the exception of the headcount indicators referring to the Group scope, the indicators below refer to the restricted scope by default. Some KPIs show slight variations in scope reflecting the challenges and operations in their field. Indicator Methodological note Site GHG emissions The indicator records absolute greenhouse gas (GHG) emissions linked to on-site energy combustion (Scope 1) and energy (Scope 1 & 2) imports (Scope 2), in tCO2 e, as well as the percentage reduction compared to the reference year 2021. 100% of production sites are covered. Offices and laboratories are outside the scope, representing less than 1% of total emissions. The methodology follows the GHG Protocol, Market-Based approach. This indicator is also aligned with SASB standards B-AG-110a.1 and GRI 305-1.2. For electricity-related emission factors, supplier emission factors (GOs), and the residual grid mix are preferred where available, otherwise regional or national emission factors are taken into account. Indirect GHG emissions The indicator accounts for the absolute GHG emissions upstream and downstream of the plants (Scope 3) in tCO2 e. (Scope 3) The methodology follows the GHG Protocol and is also aligned with the GRI 305–3 standard. All categories of the GHG Protocol inventory are addressed, with the exception of category 3.11 (use of products sold), not applicable to Roquette’s business model, and category 15 (investments), <1% of total GHG emissions. The percentage reduction compared to 2021 is calculated based on the scope defined in the objectives validated by SBTI (products purchased, upstream goods transport and distribution, energy-related emissions excluding Scope 1 and 2, waste generated). To prepare its carbon footprint report, Roquette was assisted by Ecoact, a consulting firm specializing in environmental and climate issues. Energy efficiency This indicator reflects the efficiency of energy use in factory workshops. The calculated ratio is the sum of the amounts of energy consumed divided by the production. This is evaluated at the production line level and then compared to the ratio for the reference year 2021. The result is expressed on a rolling twelve-month period and can be aggregated at the workshop – production site – region and Group level. Renewable energy Percentage of renewable energy in total energy consumption. Renewable energy includes biomass and geothermal heat, renewable electricity imports, and biogas use. This indicator takes into account all the energy entering the plant, whether it is used, processed, or exported. Sustainable raw Percentage of sustainable agricultural raw materials purchased worldwide per year. materials All volumes of agricultural raw materials from certified farmers, regenerative or organic farming programs, and other sustainability programs Roquette is involved in are considered, with the guarantee that no double counting of the same batch of grain on different programs is done. Regenerative Number of regenerative agriculture programs supported. agriculture Regenerative agriculture is an agricultural production system that focuses on soil health and restoration, climate resilience, improving the water cycle and biodiversity, as well as improving the productivity and profitability of farms. Adopting practices that store carbon and improve soil organic matter and measuring changes over time are key. Supported programs are counted from the year the contract is signed. Water extraction This indicator accounts for all plant water extractions in m3: Measurement of annual water extraction from surface, ground, city, and other sources as appropriate, regardless of how water ROQUETTE RESTRICTED is used on site (processes, cooling, restrooms, etc.). The percentage reduction compared to the reference year 2021 is then calculated on an iso-perimeter basis (excluding the Portage site in Canada, which started production in 2022). The indicator is aligned with the SASB FB-AG-140a.1 and GRI 303–3 standards. 44 Biodiversity initiatives Cumulative number of specific initiatives or actions to improve, enhance, and restore biodiversity in the value chain since 2021. Biodiversity is defined as the variety of living beings and the ecosystems they are a part of. There are 3 types of biodiversity: species diversity, genetic diversity, and ecosystem diversity. The term biodiversity therefore covers the variety of animal species, plants, and natural habitats. Roquette is involved in initiatives such as preserving natural habitats, reducing plastic waste, raising awareness to lead to employee action, and much more. Project innovation & Indicator based on the twelve principles of green chemistry to assess the sustainability of an innovative product's manufacturing green chemistry process. These principles of green chemistry include: waste limitation, atom economy, reducing process risks, and improving energy efficiency. Product quality and Percentage of food production lines certified FSSC 22000 (Food Safety System Certification). food safety As part of Roquette's Quality policy, all food production lines must be certified to the FSSC 22000 standard. Health and safety Frequency rate of accidents resulting in and not resulting in sick leave per million hours worked. FR1 includes only occupational accidents resulting in sick leave, while FR2 includes all accidents, based on OSHA reporting rules. A separate FR2 will be declared in 2024 for contract employees, who are not included in the current indicators. The indicator is also aligned with the SASB FB-AG-320a.1 standard. Diversity - % of women Percentage of women in the total workforce, where the workforce is the total number of permanent and fixed-term contract in the workforce employees in the Group scope. Percentage of management positions held by women. Percentage of management positions (executive office + executive committee) held by women. Training and skills Average number of training hours per year and per permanent employee within the restricted scope. development All training courses validated in the Group HR tool'Workday' are taken into account: webinars, e-learnings, master classes, etc. This excludes participating in conferences and symposia. Qualifying strategic Percentage of critical purchases covered by strategic suppliers qualified in the internal supplier listing and qualification tool, suppliers enabling us to monitor and control the risks associated with these suppliers. Critical purchasing is any purchase made from a strategic supplier. A supplier is deemed strategic if it exceeds a certain threshold on the risk assessment matrix, all purchasing categories combined, enabling proper control actions to be developed. CSR issues will be integrated into supplier qualification starting in 2024. Initiatives with local Number of supported actions or initiatives aimed at developing the Group’s activities with local communities. communities Each year, actions with local communities (NGOs, associations, foundations, etc.) are monitored and documented by the Group’s correspondents in each “Roquette zone” (Europe, China, Asia, and the Americas). A guideline defines the support rules and more specifically the five main themes supported: education, health, nutrition, environmental protection, and disasters. Speaking up (SpeakUp) Number of alerts counted in the SpeakUp corporate app corresponding to various complaints or reports. Number of confirmed alerts corresponding to those which, after investigation, lead to concluding that the allegation is substantiated. All confirmed alerts are followed by a dedicated action plan which is described in a specific report and may include, for example, reinforcing internal controls, HR actions, disciplinary measures, or any other remedial action. Qualifying products Percentage of product families assessed using a dedicated Life Cycle Assessment (LCA). using the LCA method LCAs are carried out on a “cradle to gate” basis according to the ISO 14040–44 standard. ROQUETTE RESTRICTED Roquette Group - Financial report 45 1. MANAGEMENT REPORT Appendix 2: 2030 targets & United Nations Sustainable Development Goals (“SDGs”) correlation table Platform # 2030 Objectives SDGs Reducing the Group’s direct CO2 emissions (Scope 1 + 2) by 25% in 1 12, 13 absolute terms compared to 2021 (SBTi). Reducing energy us in industrial site workshops by 30% compared to 2 12, 13 2021. Working with suppliers to reduce indirect CO2 emissions (Scope 3) by 3 12, 13 25 % in absolute terms compared to 2021 (SBTi). Increasing the purchase of sustainable plant-based raw materials by PRESERVE 4 12, 13, 15, 17 60 %. Supporting 20 regenerative agriculture programs worldwide with 5 12, 13, 15, 17 business partners. 6 Reducing water extractions by 20 % in absolute terms compared to 2021. 6, 12 Promoting 100 initiatives to regenerate nature and biodiversity 7 15 throughout the value chain. Developing collective eco-design expertise with business partners by 8 3, 9, 12, 13, 17 training over 500 experts throughout the value chain. Getting full LCA qualification of the product portfolio in order to INVENT 9 3, 9, 12, 13 implement the R'SPM program. 10 Using eco-design in 100 % of innovation projects. 3, 9, 12, 13 Achieve global safety performance of 0.75 in TF1 and 2.0 in TF2, striving 11 8 for an accident-free workplace. Having a more diversified and gender-balanced workforce with 40% of 12 5, 10 management positions held by women. Ensuring respect for and compliance with human rights by ensuring that CARE 13 8, 10 100 strategic partners are assessed according to CSR criteria. 14 Guaranteeing 25 hours of training per employee per year. 8 15 Implementing at least 100 local community initiatives each year. 1, 2, 3, 6, 17 Appendix 3: Environmental data in absolute terms 2021 2022 2023 Standard Scope 1 GHG emissions in millions of tCO2e 2.25 2.14 1.92 GRI 305-1 Scope 2 GHG emissions in millions of tCO2e 0.42 0.50 0.46 GRI 305-2 Available in Scope 3 GHG emissions in millions of tCO2e 6.05 5.92 GRI 305-3 Q2-2024 Water extractions in millions of m3 85.9 87.6 78.8 GRI 303-3 ROQUETTE RESTRICTED 46 Appendix 4: 2023 Workforce Tables 2023 - Number of permanent employees (“Group Scope”) 2023 Total Men Women Managers Employ. Europe 5,153 3,852 1,301 934 4,219 Americas 1,554 1,129 425 241 1,313 Greater Asia 1,650 1,462 188 278 1,372 China 935 702 233 171 927 Group 9,292 7,145 2,147 1,624 7,831 Including 1,430 Qualicaps (2023 acquisition) Number of temporary workers (“Group Scope”) 2023 Total Men Women Managers Employ. Europe 383 254 129 3 380 Americas 42 15 27 - 42 Greater Asia 59 34 25 9 50 China - - - - - Group 484 303 181 12 472 including 86 Qualicaps Number of regular + temporary employees (“Group Scope”) 2023 Total Men Women Managers Employ. Europe 5,536 4,106 1,430 937 4,599 Americas 1,596 1,144 452 241 1,355 Greater Asia 1,709 1,496 213 287 1,422 China 935 702 233 171 927 Group 9,776 7,448 2,328 1,636 8,303 % women 23.8% Permanent restricted workforce as a percentage of permanent Group workforce 82% ROQUETTE RESTRICTED Roquette Group - Financial report 47 48 ROQUETTE RESTRICTED CONSOLIDATED FINANCIAL 2 STATEMENTS ROQUETTE GROUP TABLE OF CONTENTS • I ncome statement, comprehensive income, balance sheet, statement of cash flow and change in equity������������ Page 50 • Note 1. General Principles��������������������������������������������������� Page 53 • Note 2. Highlights���������������������������������������������������������������� Page 53 • Note 3. Consolidation methods������������������������������������������� Page 54 • Note 4. Rules and evaluation methods������������������������������� Page 55 • Note 5. Judgments, estimates and significant assumptions������������������������������������������������������������ Page 61 • Note 6. Consolidation scope������������������������������������������������ Page 63 • Note 7. Current operating income��������������������������������������� Page 63 • Note 8. Non-recurring items������������������������������������������������ Page 65 • Note 9. Financial result�������������������������������������������������������� Page 65 • Note 10. Income tax�������������������������������������������������������������� Page 66 • Note 11. Goodwill������������������������������������������������������������������ Page 67 • Note 12. Intangible assets����������������������������������������������������� Page 68 • Note 13. Tangible assets�������������������������������������������������������� Page 68 • Note 14. Impairment tests on goodwill and other non-financial assets������������������������������� Page 69 • Note 15. Equity-accounted investments�������������������������������� Page 70 • Note 16. Current and non-current financial assets��������������� Page 71 • Note 17. Inventories�������������������������������������������������������������� Page 71 • Note 18. Accounts receivable and similar accounts�������������� Page 72 • Note 19. Other current and non-current assets�������������������� Page 72 • Note 20. Provisions���������������������������������������������������������������� Page 72 • Note 21. Employee benefits�������������������������������������������������� Page 72 • Note 22. Financial debt��������������������������������������������������������� Page 74 • Note 23. Other current and non-current liabilities���������������� Page 77 • Note 24. Information concerning the management of financial risks������������������������������������������������������ Page 77 • Note 25. Accounting classification and market value of the financial instruments������������������������������������ Page 82 • Note 26. Headcount�������������������������������������������������������������� Page 83 • Note 27. Possible liabilities, unrecognized contractual commitments and possible risks����������������������������� Page 83 • Note 28. Transactions with related parties���������������������������� Page 85 • Note 29. Events occurring after closing of accounts������������� Page 86 ROQUETTE RESTRICTED • Note 30. List of consolidated subsidiaries����������������������������� Page 86 • Auditors' Report on the Consolidated Financial Statements�������������������������������������������������������������� Page 88 Roquette Group - Financial report 49 2. CONSOLIDATED FINANCIAL STATEMENTS INCOME STATEMENT, COMPREHENSIVE INCOME, BALANCE SHEET, STATEMENT OF CASH FLOW AND CHANGE IN EQUITY Income statement (in thousands of euros) Notes 2022 2023 Turnover 7.1 5,125,975 4,992,146 Cost of goods sold and external charges 7.2 (3,778,942) (3,679,136) Personnel costs 7.3 (659,354) (688,496) Taxes (25,836) (27,259) Amortization and depreciation 7.4 (273,257) (263,041) Other operating income 7.5 20,624 38,547 Other operating expenses 7.5 (18,261) (28,106) Current operating income 390,950 344,656 Non-recurring items 8 (277,141) (4,051) Operating income 113,809 340,605 Cost of net financial debt 9.1 (16,001) (33,247) Other financial result 9.2 (27,866) 2,523 Financial result (43,867) (30,725) Income from companies accounted for by the equity method 15 (3,478) (5,821) Pre-tax profit 66,464 304,060 Income tax 10 (66,147) (100,316) Net income 317 203,744 Profit or loss, Group share (9,431) 194,336 Net income from non-controlling interests 9,748 9,408 Profit or loss (Group share) per share (3.21) 66.15 Comprehensive income statement Comprehensive income comprises all components of “profit or loss” and of “other comprehensive income”. (in thousands of euros) Notes 2022 2023 Net income 317 203,744 Change in translation adjustments 43,334 (47,566) Gains and losses on hedging derivatives (48,310) 46,051 Tax impact 10,001 (12,437) Items that may be reclassified subsequently to P&L 5,025 (13,952) Revaluation of net liabilities (assets) of defined benefit plans 21 29,977 (13,300) Tax impact (6,931) 2,860 Items that may not be reclassified subsequently to P&L 23,045 (10,440) Other comprehensive income, net of tax 28,070 (24,392) Overall result 28,387 179,352 of which Group share 19,504 168,827 of which non-controlling interests 8,883 10,525 ROQUETTE RESTRICTED 50 Balance Sheet (in thousands of euros) Notes 2022 2023 Goodwill 11 139,956 424,473 Intangible fixed assets 12 223,237 205,642 Tangible fixed assets 13 2,258,652 2,313,167 Investments in associates 15 8,794 8,155 Non-current financial assets 16 201,264 57,293 Other non-current assets 19 27,476 22,937 Deferred taxes 10.3 92,524 77,742 Non-current assets 2,951,904 3,109,409 Inventories 17 861,597 922,867 Accounts receivable and similar accounts 18 744,682 704,244 Tax assets 266 14,691 Current financial assets 16 2,834 2,792 Other current assets 19 300,558 140,455 Cash and cash equivalents 22 237,259 188,465 Current assets 2,147,196 1,973,513 Total assets 5,099,100 5,082,922 Notes 2022 2023 Share capital 8,813 8,813 Reserves 2,600,883 2,515,284 Net income (9,431) 194,336 Own shares (5,526) (4,598) Equity, Group Share 2,594,739 2,713,835 Equity, Non-controlling interests 5,355 6,353 Equity 2,600,094 2,720,188 Non-current financial debt 22 785,910 837,921 Non-current provisions 20 2,100 4,482 Non-current employee benefits 21 50,173 70,085 Other non-current liabilities 23 27,939 29,776 Deferred taxes 10.3 115,199 122,724 Non-current liabilities 981,322 1,064,989 Current financial debt 22 322,160 411,708 Current provisions 20 15,395 10,224 Current employee benefits 21 3,734 4,854 Accounts payable and similar accounts 520,559 433,256 Tax liability 34,845 12,200 Other current liabilities 23 620,992 425,503 Current liabilities 1,517,684 1,297,745 Total liabilities 5,099,100 5,082,922 ROQUETTE RESTRICTED Roquette Group - Financial report 51 2. CONSOLIDATED FINANCIAL STATEMENTS Cash flow statement (in thousands of euros) Notes 2022 2023 Net income 317 203,744 Amortization and depreciation (excluding current assets) 265,051 249,179 Impairment recognized in non-recurring items 285,235 - Other items 66,079 119,088 Gross cash flow 616,681 572,011 Change in net working capital requirement (140,114) (92,618) Income tax paid (72,261) (122,811) Net cash flow from operating activities 404,306 356,582 Acquisition of consolidated companies, acquired cash flow deducted 6 - (265,030) Purchase of tangible and intangible assets (242,596) (240,595) Sales of fixed assets 11,271 10,116 Change in fixed assets suppliers (14,289) 36,625 Financial investments (16,054) 67,470 Impact of disposals 6 - 6,985 Net cash flow from investment activities (261,669) (384,428) Dividends paid to shareholders of the Group (58,989) (60,274) Dividends paid to minority interests - (2,937) Proceeds from borrowings 445,066 464,199 Repayment of borrowings (330,745) (304,607) Net change in other debts (178,842) (156,021) Net cash flow from financing activities (123,510) (59,640) Impact of foreign currency exchange rate fluctuations (5,194) 7,239 Change in cash flow 13,934 (80,247) Change in cash flow 13,934 (80,247) Opening cash balance 4.9 222,664 236,598 Closing cash balance 4.9 236,598 156,351 of which bank loans 22 (661) (32,113) of which cash and cash equivalents 22 237,259 188,465 Statement of changes in equity Comprehensive Net income Own Equity, Group Minority (in thousands of euros) Capital Premiums Reserves income items (Group share) shares Share interests Equity December 31, 2021 8,813 3,209 2,420,149 28,202 209,274 (4,152) 2,665,494 5,026 2,670,520 Result for the financial - - - - (9,431) - (9,431) 9,748 317 year Allocation of the result - - 209,274 - (209,274) - - - - Items recognized in other comprehensive - - - 28,935 - - 28,935 (865) 28,070 income Distributed dividends - - (58,836) - - - (58,836) - (58,836) Purchase options on - - (27,010) - - - (27,010) - (27,010) non-controlling interests Other changes - - (3,040) - - (1,373) (4,413) (8,553) (12,966) December 31, 2022 8,813 3,209 2,540,537 57,137 (9,431) (5,526) 2,594,739 5,355 2,600,094 Result for the financial - - - - 194,336 - 194,336 9,408 203,744 year Allocation of the result - - (9,431) - 9,431 - - - - Items recognized in other comprehensive - - - (25,509) - - (25,509) 1,117 (24,392) income Distributed dividends - - (60,274) - - - (60,274) (2,937) (63,211) Purchase options on - - 41,954 - - - 41,954 33,046 75,000 non-controlling interests Other changes - - (32,339) - - 928 (31,411) (39,637) (71,048) December 31, 2023 8,813 3,209 2,480,447 31,628 194,336 (4,598) 2,713,835 6,353 2,720,188 ROQUETTE RESTRICTED As of December 31, 2021, the share capital stood at 8,812,908 euros, comprised of 2,937,636 fully paid-up shares without nominal value, a par value of three euros each. 52 NOTE 1 GENERAL PRINCIPLES 1. G eneral principles and statement of 2. Texts applicable as of January 1, 2023 compliance The following amendments, which are applicable starting from The parent company of the Roquette Group (or “the Group”) is a 2023, have no impact on the financial statements. They include: public limited company governed by French law whose registered office is located in Lestrem, France. The accounting period ended • IFRS 17 and related amendments, and IFRS 9 (first application of December 31, 2023 contains twelve months, as well as the compar- IFRS 17 relating to insurance contracts and IFRS 9, and compar- ative accounting period ended December 31, 2022. ative information). In collaboration with its customers and partners, the Group is • Amendments to IAS1 and IAS8 (information on significant addressing current and future societal challenges as the world accounting policies and definition of accounting estimates). leader in plant-based ingredients (mainly corn, wheat, potato and pea), a pioneer in plant-based proteins and a major supplier of phar- • Amendments to IAS12 (deferred taxes resulting from a single maceutical excipients. Each of these ingredients responds to unique transaction and international tax reform “pillar 2”). and essential needs and they contribute to healthier lifestyles in the food, nutrition, and health markets. 3. Non-mandatory application texts as In accordance with European Regulation 1606/2002 of July 19, 2002 of December 31, 2023 on international accounting standards, the Group's consolidated financial statements are drawn up in accordance with the IFRS stan- The Group has not anticipated any standards or interpretations dards and interpretations published by the IASB applicable for the mentioned hereinafter for which application is not mandatory as year 2023, as approved by the European Union. The comparative of December 31, 2023: financial information was drawn up according to the same standards and interpretations. • Amendments to IAS1 (classification of current and non-current liabilities). All of the texts adopted by the European Union are available on the website of the European Commission. • Amendments to IFRS 16 (lease liabilities in connection with a lease). These statements were approved by the Board of Directors on February 21, 2024. • Amendments to IAS7 and IFRS7 (supplier financing agreements). NOTE 2 HIGHLIGHTS Acquisition of the Qualicaps group On October 23, 2023, the Group acquired 100% of the Qualicaps to approximately +2 million euros. On an annualized basis, addi- group, thus strengthening its position as a major player in pharma- tional sales are expected to come in at around 220 million euros, and ceutical solutions. This acquisition will contribute to the company's current operating income at around +20 million euros. strategic growth plan in the health and nutrition markets. The costs of this acquisition, which amount to 10 million euros, are Qualicaps, headquartered in Nara, Japan, is the world’s third largest described in Note 8 “Non-recurring items” and the goodwill gener- supplier of pharmaceutical capsules. With a solid customer base, ated (preliminary and pending allocation) by the transaction of including some of the world’s leading pharmaceutical companies, 282 million euros is detailed in Note 6 “Consolidation Scope”. and more than 1,400 permanent employees based in various loca- tions in Asia (Japan), Europe (Spain and Romania), and the Americas Continued deployment of the “Symphony” (Brazil, Canada, and the USA), Qualicaps is a global player that is SAP ERP project known for its high-quality products and great capacity for innova- The implementation of the “Symphony” SAP ERP system continued tion. Qualicaps' global footprint, with its various industrial and R&D during the 2023 financial year with full deployment within the sites, will enable Roquette to expand its global presence and reach Roquette Frères company for the Lestrem site. This rollout marks its customers and markets even more effectively. the end of the project. Further deployments are planned for 2024 and subsequent years at selected Group companies. Over the 2023 financial year (three months), the business contri- bution resulting from this acquisition represents a turnover of approximately 43 million euros. Current operating income amounted ROQUETTE RESTRICTED Roquette Group - Financial report 53 2. CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 CONSOLIDATION METHODS 1. Consolidation methods 4. Translation of the financial statements of foreign companies The subsidiaries consolidated by the Group are all entities controlled by the Group. Control is the power to directly or indirectly govern Asset and liability items for companies for which the functional the financial and operational policy of the entity with a view to currency is not the euro are converted into euros at the exchange obtaining economic benefits from its activities. This situation is rate in effect on the closing date of the period. generally accompanied by the holding, directly or indirectly, of more than half of the voting rights. The existence and effect of poten- The resulting conversion differences are recognized (in the “Change tial voting rights that are currently exercisable or convertible are in translation adjustments” item of “Other comprehensive income”) considered when assessing whether the company controls another until disposal of the investment. entity. Subsidiaries are consolidated from the date of the acquisition of control. Income statement items are translated at the average rate for the year, which is an approximation of the exchange rate on the trans- The companies on which the Group exerts a significant influence action date if there are no significant fluctuations. However, if the (percentage of control generally between 20% and 50%; significant exchange rates have fluctuated substantially, a calculation other influence is presumed to exist, unless it is clearly demonstrated that than the arithmetical average annual rate can be used, in liaison this is not the case, when the parent company holds, directly or with the seasonality of the activity. indirectly, 20% of more of the voting rights in the company held) as well as joint ventures are accounted for using the equity method. The “cash flow statement” items are translated at the average rate for the year. Transactions as well as reciprocal assets and liabilities between the consolidated companies are eliminated. The results on internal transactions with the jointly-controlled entities are also eliminated. 5. Net investment in a foreign operation The financial statements of subsidiaries are restated prior to consoli- The exchange rate differences on the conversion of a net invest- dation under IFRS, where appropriate, in order to ensure consistency ment of a foreign entity are recognized in the consolidated financial of their treatment at the Group level. statements (under “Change in translation adjustments” in “Other comprehensive income”) until the disposal of the net investment (at which time they are recognized in the income statement). This 2. F unctional currency and reporting currency treatment was applied starting in mid-2020 to a portion of the loans that the Group granted to Roquette India, following analyses The euro is the Group’s reporting currency and the consolidated of that subsidiary's financial situation that led to the recognition of financial statements are presented in thousands of euros. The finan- an impairment of assets. cial statements of subsidiaries are established in their functional currency, i.e. the currency that most represents their economic The changes in values concerning financial instruments used to environment. hedge foreign currency investments and on permanent advances to subsidiaries are also recognized in other items of the result for All of the financial data is rounded to the nearest thousand euros. the effective portion of the hedge, within the “Gains and losses on hedging derivatives” items, and are recognized on the income statement when the net investment is disposed of. 3. Foreign currency transactions Transactions conducted in currencies other that the functional 6. Business combinations currency of the entity are converted at the exchange rate in effect on the dates of the transactions. Goodwill corresponds to the difference between the acquisition cost (i.e. the sum of the consideration transferred for non-controlling At each closing date, monetary items (receivables and payables) are interests and, where applicable, the fair value of the previously held converted at the closing rates and the resulting exchange difference equity interest, minus the net amount recognized (generally at fair is recognized in the income statement for the period. value) for identifiable assets acquired and liabilities assumed) and the fair value valuation of the assets and liabilities identified on the All differences are recognized in the income statement under date of acquisition. “Financial income” and “Financial expenses” items, except for certain differences on foreign currency borrowings that constitute a The consideration transferred is measured at the fair value of the hedge of the net investment in a foreign entity, which are recognized assets transferred, equity instruments issued, and liabilities incurred in other comprehensive income. on the date of acquisition. For each business combination, the Group can choose to measure non-controlling interests at fair value. In this case, the Group recog- ROQUETTE RESTRICTED nizes goodwill over the entire amount of the identifiable assets and liabilities (full goodwill method). Any subsequent acquisition 54 of non-controlling interests does not result in the recognition of The recognition of a business combination must be completed additional goodwill. Acquisitions and disposals of non-controlling within a period of twelve months after the date of acquisition. This interests are recognized directly in the Group's equity. period applies to the assessment of identifiable assets and liabilities, consideration transferred and non-controlling interests. If the consideration transferred is lower than the Group's propor- tionate share in the net assets of the acquired subsidiary measured The costs directly attributable to the acquisition are recognized at fair value, this difference (badwill) is recognized in the results as expense. for the period on the “Non-recurring items” line if the amount is significant. Goodwill is determined on the date of acquisition of the entity and no subsequent adjustments will be made beyond the evaluation period. In accordance with IFRS 3 “Business combinations”, goodwill is not amortized but is subject to annual impairment tests. NOTE 4 RULES AND EVALUATION METHODS 1. Evaluation criteria All other liabilities are classified as non-current liabilities. The consolidated financial statements are drawn up on a historical Deferred tax assets or deferred tax liabilities are classified as cost basis, except for: non-current assets and liabilities. • Some financial assets and liabilities evaluated at fair value. 3. Tangible and intangible assets • Non-current assets held for sale, valued and recognized at the lower of their net book value and their fair value minus disposal Intangible fixed assets costs as soon as their sale is deemed highly probable. These Intangible assets are carried at purchase price or production cost assets cease to be depreciated as soon as they are classified as less accumulated amortization and impairment losses. assets (or groups of assets) held for sale. Research costs are recognized in expenses when they are incurred. Development expenditures, are capitalized when they meet the 2. “Current” vs. “non-current” classification following criteria: On the balance sheet, the assets and liabilities are classified as • Demonstration of the technical feasibility of the project and current and non-current. the availability of the necessary resources to complete the development. An asset is classed as a current asset if: • Ability of the fixed asset to generate probable future economic • The Group expects to realize the asset within twelve months benefits. after the reporting period. • Reliable evaluation of the cost of the asset. • The Group expects to realize the asset or intends to sell or consume it within its normal operating cycle; the Group holds • The Group's capacity and intention to complete the fixed asset the asset primarily for trading purposes; or and to put it into service or sell it. • If the asset is cash or a cash equivalent, unless it is restricted The intangible fixed assets that were acquired by the Group, in from being exchanged or used to settle a liability for at least particular customer relations and patents, have a finite useful life. twelve months after the balance sheet date. They are recognized at cost less accumulated amortization and impairment losses. All other assets are classified as non-current assets. A liability is classed as a current liability if: The amortization is calculated according to the straight-line method based on the cost of acquisition, over the following durations: • The liability is due to be settled within twelve months after the reporting period. Useful life Development costs not more than 20 years • The Group expects to settle the liability during its normal Software 2 to 5 years operating cycle. 10 years for projects linked to SAP Patents and similar rights 10 to 15 years ROQUETTE RESTRICTED • The Group holds the liability primarily for trading purposes; or except for different useful life • If the entity does not have an unconditional right to defer Customer relations 10 to 15 years settlement of the liability for at least twelve months after the except for different useful life reporting period. Other intangible fixed assets According tot the useful life Roquette Group - Financial report 55 2. CONSOLIDATED FINANCIAL STATEMENTS Acquired brands are analyzed with regard to their future use. Brands • On the asset side of the balance sheet as a right-of-use asset for which the Group does not expect to cease to be used and which an amount equal to the current value of the amount of rent still are actively maintained are treated as intangible fixed assets with to be paid under the lease. The right of use assets are amortized an indefinite useful life: they are therefore not amortized and are using the straight line method over the duration of the agree- subject to annual impairment tests. If an end-of-use and mainte- ment. Any gratuity or franchise included in the agreement is nance period for the brand is defined, the value of the brand is also spread out over the duration of the agreement. amortized over the remaining useful life. • As financial debt for the discounted amount of the remaining Development costs for internal-use software are capitalized when rent to be paid over the term of the lease. it is probable that they will generate future economic benefits. The costs of configuring and customizing software used under the The durations retained for valuing the agreements are the contrac- SaaS (Software as a Service) contract are recognized as expenses tual durations as well as any renewal option that the Group is (IFRIC 04/21 interpretation). reasonably certain to exercise. The durations retained for assessing rental agreement commitments are in accordance with the decision Tangible fixed assets of November 26, 2019 of the IFRIC. Tangible assets are carried at purchase price or production cost less accumulated amortization and impairment losses. The discount rates applied correspond to the borrowing rates deter- mined for each of the Group's companies according to their financial The cost of acquisition of a fixed asset includes the expenses that risk profile and according to the duration of the contracts. can be attributed directly to the acquisition of this fixed asset. Borrowing costs that are directly attributable to the acquisition, The Group applies the exemptions that are authorized by the stan- construction or production of an asset for which preparation prior dard concerning rental agreements for which the duration is less to use requires a substantial period of time are incorporated at the than twelve months and agreements concerning assets with a low cost of this asset. unit value. These agreements are however mentioned in the off- balance sheet commitments for an amount equal to the expenses Subsequent costs are included in the net book value of the asset or of the fiscal years during which they will be incurred. recognized separately, where applicable, if it is likely that the future economic benefits associated with this element will go to the Group The Group recognizes a deferred tax asset for any timing difference and the cost of this asset can be evaluated reliably. All other repairs generated by the treatment of rental agreements. and maintenance are recognized as expense during the financial period in which they are incurred. In the consolidated cash flow statements, payments of rent liabil- ities are presented in the cash flows from financing activities in Investment properties are initially valued at acquisition cost, the category “Other liabilities” in accordance with IFRS 16 “Rental including transaction costs. Subsequently, these properties are Agreements”. valued using the cost method, i.e. at their initial cost minus accu- mulated depreciation and any impairment losses. The same accounting treatment applies to agreements which, although not in the legal form of a rental contract, meet the defi- Depreciation of property, plant and equipment nition of a rental contract by granting the Group the right of use a particular item of property, plant and equipment in exchange for a The amortization is calculated according to the straight-line method payment or series of payments (see Note 5 “Judgment” concerning based on the cost of acquisition, over the following durations: the assets of ECOGI). The identified rental contracts primarily concern rental contracts of freight cars, logistics warehouses, offices Useful life and company cars. Buildings 15 to 33 years Infrastructure and facilities 20 years Specialized complex installations 15 to 20 years 6. Inventories Administrative buildings 33 years Inventories comprise all costs of purchase and other costs incurred Plant, machinery and equipment 5 to 20 years in bringing the inventories to their present location and condition. Others 5 to 10 years Costs for general administration and financial charges are excluded from the cost price of inventories. 4. Investment grants Inventories are valued at their lowest cost (essentially the “weighted average cost” method or the “first in first out” method, depending Investment grants received for fixed asset purchases are recorded as on the type of inventory) and net realizable value. Net realiz- liabilities on the balance sheet under “Other liabilities” (current or able value is the estimated selling price in the ordinary course of non-current depending on their maturity) and are recognized in the business, minus costs to be incurred for completion and selling. income statement under “Other operating income” at the same rate Inventories of raw materials (or by-products) are valued based on as the depreciation of the assets they are associated with. their net realizable value. The Group may need to record depreciation on inventories based 5. Rental agreements on the perspective for clearing them, if they are damaged, partially or entirely obsolete, or if a sales price minus than the cost price is Under IFRS 16, a rental agreement is a contract, or part of a contract, anticipated. ROQUETTE RESTRICTED that grants the right to use an asset for a specified period of time in return for consideration. CO2 emission rights Where there are no IFRS standards or interpretations relating to On the effective date of the rental agreement in which the Group the accounting for CO2 emission rights, the following provisions are acts as lessee, the rental agreement is recognized: applied: 56 The quotas are managed as a production cost and as such are recog- 8. Financial instruments nized in inventories: A financial instrument is any contract that gives rise to a financial • Emission quotas issued free of charge are accounted for nil. asset of one entity and a financial liability or equity instrument of another entity, application of IFRS 9 “Financial instruments”. • Emission quotas acquired in return for payment are recorded at their acquisition cost. Financial assets Financial assets are classified in one of the following three categories: • The annual sales or restitutions of quotas are considered as leaving the inventories, recognized on a weighted average unit • Financial assets at fair value through the income statement. cost basis. • Financial assets at amortized cost. CO2 emissions quotas are traded for certified emissions reductions under the Kyoto protocol (CER: Carbon Emission Reduction and ERU: • Financial assets at fair value through other comprehensive Emission Reduction Unit). These certified emissions reductions will income (debt or equity instruments). be accounted for using the method applied to CO2 emissions quotas. The classification determines the accounting treatment for these In the case where the obligations to remit at term are greater than instruments. It is determined on the date of the initial recognition, on the available quotas available in inventories, a provision is booked the basis of the Group's objective in acquiring the asset and contrac- at market value. tual characteristics of cash flows. Purchases and sales of financial assets are recognized at the date of transaction on which the Group Forward market transactions are recorded at market value on the is committed to the purchase or sale of the assets. A financial asset balance sheet in accordance with the rules applicable to financial is derecognized if the contractual rights to the cash flows from the instruments. financial asset expire or if the asset has been transferred including the transfer of substantially all the risks and rewards. 7. Impairment of fixed assets Financial assets at fair value through the income statement All of the financial assets that are not classed as being at amor- Fixed assets, including goodwill, intangible fixed assets and prop- tized cost or at fair value through other elements of comprehensive erty, plant and equipment (including rights-of-use) are subjected income as described herein above are evaluated at fair value through to an annual impairment test. In addition, whenever events or the income statement. changes in the economic environment indicate a risk of deprecia- tion (i.e. the appearance of indications of impairment) of goodwill, These are financial assets classified as held for trading that the intangible assets or property, plant and equipment (including rights- Group has acquired principally for the purpose of selling in the near of-use), the Group reviews their value. Impairment tests consist of term, or any financial assets voluntarily classified in this category in comparing the carrying amount of an asset, of a cash-generating the case where this designation significantly reduces an accounting unit (“CGU”) or of a group of CGUs to its net book value. mismatch that would have occurred otherwise. These assets are measured at their fair value, and all changes are recognized in the The recoverable amount of fixed assets corresponds to the higher income statement for the period. value between the useful value and the net fair value less costs to sell. The unit value corresponds to the expected discounted future This category mainly comprises unconsolidated securities, invest- cash flows (excluding payment of rents for rights-to use, following ment securities and cash and cash equivalents, as well as derivative application of IFRS 16). The net fair value of the costs to sell is deter- asset instruments. mined, in particular, on the basis of multiples of operating results or comparable references available on the market. Financial assets at amortized cost Financial assets at amortized cost are non-derivative financial The CGUs correspond to subsidiaries or to combinations of subsid- assets, which are not designated at fair value through the income iaries that belong to the same geographic area and that generate statement, for which all the following conditions are met: cash flows that are independent of those generated by other CGUs. The cash flows used as a basis for calculating the useful values • Its holding is part of a business model whose objective is to come from the medium term plan of the CGUs covering the next hold assets in order to collect contractual cash flows. five financial periods in general, and beyond this period, they are extrapolated by applying a perpetual growth rate that is specific to • Its contractual conditions give rise to specified dates, to cash each CGU. The cash flow are subject to discounting by application flows that correspond solely to reimbursements of the principal of a weighted average cost of capital determined according to the and to interest payments on the outstanding principal. countries in which the CGU being studies operates. This category mainly comprises long-term investments, deposits and When the recoverable value of the asset of the CGU or group of bonds and trade receivables. CGUs is less than its net book value, impairment for the asset or group of assets is recognized in the “Non-recurring items” line if the amount is significant. Depreciation is first allocated to goodwill, definitively, without any subsequent reversal possible. ROQUETTE RESTRICTED Depreciation recognized in relation to intangible and tangible assets may be subsequently reversed, for the impairment that was initially recognized, when the recoverable value becomes higher than the net book value. Roquette Group - Financial report 57 2. CONSOLIDATED FINANCIAL STATEMENTS Financial assets at fair value through other comprehensive Methodology income (equity) IFRS 9 “Financial Instruments” defines a more qualitative and A debt instrument is evaluated at fair value through other elements prospective approach for assessing the effectiveness of these of comprehensive income if all of the following conditions are met hedges. Thus, the Group has designated more risk management and if it is not designated at fair value through the income statement: strategies in for hedging relationships, in particular those that involve the hedging of a risk component (other than the exchange • Its holding is part of a business model whose objective is rate risk) of a non-financial asset. achieved both through collecting contractual cash flows and through selling financial assets. The Group uses derivative foreign exchange contracts in order to hedge the variability in cash flows that can be attributed to varia- • Its contractual conditions give rise to specified dates, to cash tions in the exchange rates. The group designates only the variation flows that correspond solely to reimbursements of the principal in fair value of the spot element of the exchange contract as the and to interest payments on the outstanding principal. hedging instrument in the hedging relationship of cash flows. During the initial recognition of an equity security which is not held The effective portion of the change in fair value of the hedging for the purposes of transactions, the Group can irrevocably decide instrument is recorded in the cash flow hedge reserve as a separate to present in the other elements of comprehensive income the later item in other comprehensive income. variations of the fair value of the security. This choice is made for each investment. Type of strategy and recognition All of the derivative instruments are recognized on the balance sheet Financial liabilities in other current and non-current assets and liabilities according to The evaluation of financial liabilities depends on their classification their maturity and the accounting qualification and evaluated at fair in one of the following categories: value on the date of transaction. Changes in the fair value of deriv- ative instruments are recorded in the income statement, except in Borrowings and financial debts, trade accounts payable and the case of cash flow hedges and net investment hedges. other liabilities Borrowings and financial debts, trade accounts payable and other Derivative instruments that are designated as hedging instruments liabilities are initially recognized at fair value then measured at are classified by hedging category according to the nature of the amortized cost using the effective interest method. risked hedged: Financial liabilities at fair value through the income statement • The cash flow hedge enables to hedge the risk on future cash Financial liabilities designated at fair value by option, other than flow changes related to recognized assets or liabilities or a derivative liabilities, are evaluated at fair value. Changes in fair value highly probable anticipated future transaction that will affect are recognized in the income statement. The transaction costs linked the consolidated income statement. to setting up these financial liabilities are recognized immediately as expense. • The fair value hedge makes it possible to hedge the risk in the change in fair value of a recognized asset or liability or unrec- This category mainly includes passive derivative instruments. It ognized firm commitment that could affect consolidated net should be noted that the Group does not hold any financial liabilities income. designated at fair value option. • The net investment hedge makes it possible in particular to Depreciation of financial assets hedge the risk of a change in activities abroad. The IFRS 9 model for depreciating expected credit losses applies to financial assets valued at amortized cost and to contract assets. Hedge accounting can only be applied if all the following conditions are met: The corrections in value for losses in terms of expected credit losses correspond either: • There is a clearly identified, formalized and documented hedging relationship as of the date of inception. • To expected credit losses for the next twelve months, which correspond to possible defaults during the twelve months after • The effectiveness of the hedging relationship is demonstrated the closing date. retrospectively and prospectively. The results obtained as such must fall within a confidence interval between 80 % and 125 % • To expected credit losses over the life of the financial instru- as defined by the Group in terms of risk management. ments, which correspond to all possible defaults over the expected life of the financial instruments. The accounting treatment of financial instruments qualified as hedging instruments, and their impact on the income statement and Roquette uses the simplified model to write down trade receivables, balance sheet, is differentiated according to the type of hedging determined by valuation of expected losses based on historical loss relationship: rates, taking into account current market conditions. • For cash flow and net investment hedges: Hedge accounting The Group uses various financial instruments in order to reduce • The effective portion of the change in the fair value of the its exposure to the risks of foreign exchange, the interest rate hedging instrument is directly recognized in other compre- and changes in the price of cereals, energy and certain industrial hensive income. These amounts are reclassed in the income ROQUETTE RESTRICTED purchases. statement symmetrically to the method for recognizing the 58 hedged items, i.e. primarily as gross margin for commercial Concerning deductible timing differences associated with invest- hedging operations and in financial result for financial oper- ments in subsidiaries, branches and associates, deferred tax assets ation hedges. are only recognized to the extent that it is probable that the timing difference will be reversed in the foreseeable future and that taxable • The ineffective portion of the hedge is recorded in the income profit will be available against which the timing difference can be statement when the hedges are not settled. When the hedges utilized. are settled, the ineffective portion is presented in the income statement on the same line as the hedged item. Concerning taxable temporary differences associated with invest- ments in subsidiaries, branches and associates, deferred tax • For fair value hedges, the hedged component of these items is liabilities are recognized only when the date on which the timing valued in the balance sheet at its fair value. The change in this difference will reverse can be controlled and when it is probable that fair value is recorded on the financial result statement and is the timing difference will not be reversed in the foreseeable future. offset, to the extent effective, by matching fair value gains and losses on the hedging instrument. The carrying value of the deferred tax assets is reviewed at each closing date and is reduced to the extent that it is no longer probable The variation in the fair value of points of exchange derivative term that sufficient taxable profit will be available to allow all or a portion contracts (discount/premium elements) are recognized separately of this deferred tax asset to be utilized. Non-recognized deferred tax as “hedging costs”. They are recorded in other elements of compre- assets are revalued at each closing date and are recognized insofar hensive income. as the probability exists that a future taxable benefit will allow their recovery. 9. Cash and cash equivalents Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply in the period when the liability is settled or the The “Cash and cash equivalents” items corresponds to short-term asset is realized, based on tax rates (and tax regulations) in force or investments that are liquid and easy to convert into a known amount substantially in force on the closing date. The effects of the changes of cash and which are subjected to a negligible risk in terms of a in rates are recorded in the tax expense for the period in which they change in value. are known. The evaluation of the amount of deferred taxes takes account of the uncertainties concerning the amount of income tax. For the cash flow statement, cash and cash equivalents include cash flow and cash flow equivalents as defined herein above, less Deferred tax assets and liabilities are offset if a legally enforceable outstanding bank overdrafts. right to offset current tax assets and liabilities exists and provided that these deferred taxes concern the same taxable entity and the same tax authority. 10. Income tax The tax expense for the period includes payable tax and the deferred 11. Own shares tax for the period. Tax expense is recognized in the income state- ment, unless it relates to items recognized in equity or other When the Group buys back its own shares, they are recognized at comprehensive income, in which case it is recognized in equity or cost and are deducted from equity. No gain or loss is recognized in other comprehensive income. net profit/loss during the purchase, sale, issue or cancellation of the Group's shares. Dividends paid on these own shares are canceled. Current income taxes Any difference between the carrying amount of the associated The tax currently payable is based on taxable profit for the year. liability and the consideration given or received is recognized in equity. The tax debt on companies corresponds to the tax to be paid for the period, according to the rates adopted or quasi-adopted on the closing date, to any prior period tax adjustments and to any uncer- 12. Provisions tainties as to the tax to be paid. Provisions are recorded when there is a present obligation resulting Deferred income taxes from a past event, that will probably result in an outflow of resources In application of IAS 12, the group recognizes deferred taxes over embodying economic benefits and for which the amount can be all of the temporary differences between the values of the assets reliably estimated. and liabilities in the consolidated financial statements and their tax values in the accounts of the consolidated entities. The amount of the provisions retained is based on the Group's assessment of the risk level on a case-by-case basis and depends in Deferred tax assets are recognized for all deductible timing differ- particular on the assessment of the merits of the claims, the prog- ences, unused tax losses and unused tax credits, to the extent that ress of the proceedings and/or litigation and the arguments put it is probable that taxable profit will be available against which the forward in defense, on the understanding that the occurrence of deductible temporary difference timing differences, unused tax events during the course of the proceedings may result in a reas- losses and unused tax credits could be utilized. Deferred tax liabili- sessment of the risk at any time. ties are recognized for all of the taxable timing differences. When the effect of the time value of money is significant, provisions Deferred taxes are not recognized when the deferred tax liability is with maturities of over one year are calculated at a discounted value the result of the initial recognition of goodwill or the initial booking that corresponds to the best estimate of the expense required to ROQUETTE RESTRICTED of an asset or a liability in a transaction which is not a business extinguish the current obligation on the closing date. The discount combination and which affects neither accounting income nor rate used is a rate that reflects current market assessments of the taxable income or loss. time value of money and the risks specific to this liability. A restructuring provision is recognized when there is a formal and detailed restructuring plan and the plan has begun to be Roquette Group - Financial report 59 2. CONSOLIDATED FINANCIAL STATEMENTS implemented or has been announced before the end of the The expenses concerning this type of plan are recognized in current reporting period. The restructuring costs for which a provision operating income (cost of past services) and in financial result is recognized correspond primarily to social costs (redundancy (financial costs and expected return on the assets). payments, early-retirement payments, costs of notice periods not served, etc.), to branch closures and to indemnities for the termi- The reductions, settlements or modification of plans are recognized nation of agreements with third parties. in current operating income or in financial result according to their nature. The other provisions correspond to the risks and expenses identified specifically. They are primarily linked to disputes and litigation. 14. Non-current assets held for sale 13. P ost-employment and other long-term In accordance with IFRS 5 “Non-current Assets Held for Sale and employee benefits Discontinued Operations”, significant non-current assets and groups of significant assets held for sale, classified as held for sale, The French companies and certain Group subsidiaries participate in are measured at the lower of their carrying amount and fair value providing various types of employee benefits in accordance with the minus selling costs. They are classes as assets held for sale if their laws and practices of each country. carrying amount will be recovered principally through a sale trans- action rather than through continuing use. Certain subsidiaries grant their employees the benefit of retirement plans with defined services or with defined contributions. This condition is regarded as met only when the sale is highly prob- able and the asset is available for immediate sale in its present Defined contribution plans condition. Management must be committed to the sale, which As part of defined contribution plans, the Group has no obligation to should be expected to qualify for recognition as a completed sale make additional payments over and above the agreed contribution within one year from the date of classification. payments. Tangible and intangible fixed assets, once classed as held for sale, For these plans, the contributions are expensed when incurred. are no longer amortized. Assets and liabilities that have been clas- sified as held for sale are reported as separate line in the current Defined allowances plans items of the balance sheet. As part of defined allowances plans, the Group agrees to pay a defined benefit after the employee's employment. These plans A discontinued operation is a component of an entity that either has include for example post-employment contract benefits paid when been disposed of, or is classified as held for sale, and: the employee retires (in particular at the subsidiaries in France, Italy, and Great Britain) or coverage of medical costs that the Roquette • Represents a separate major line of business or geographical America subsidiary grants to its retirees which is directly funded by area of operations. the company. • Is part of a single coordinated plan to dispose of a separate These plans generate a provision that corresponds to the commit- major line of business or geographical area of operations. ment for the payment of the service. The balance sheet provision corresponds to the discounted value of the commitments, adjusted • Or is a subsidiary acquired exclusively with a view to resale. for the fair value of plan assets. In the income statement, the net income coming from discon- These commitments are valued based on the projected credit unit tinued operations is reported separately from the net income from method based on basis conventions or agreements in force at each continuing operations. In addition, the income statement is restated company. Under this method, each period of service gives rise to for the comparative period. an additional unit in terms of benefit entitlement and each unit is assessed separately to calculate the final commitment. The exis- tence of intermediate levels is taken into account in the analysis of 15. Turnover the benefit that will ultimately be awarded, based on the best esti- mate of the level that will be reached by the employee at the date of Turnover consists mainly of sales of products and services by the the post-employment benefit. This commitment is then discounted. Group. These plans are subject to an actuarial evaluation by independent IFRS 15 imposes a single recognition model for sales in 5 steps, actuaries every year. The actuarial assumptions used to determine based on the transfer of the control of the goods and services iden- these commitments vary according to the economic conditions of tified in the contracts with the customers: the country in which the plan is located (in particular concerning the level of future compensation, the probable remaining working life • Existence of a contract. of employees, life expectancy and staff turnover). Actuarial gains and losses arising from modifications in assumptions and from the • Existence of performance obligations. difference between the results estimated according to actuarial assumptions and actual results are recognized immediately as other • Determination of the transaction price. elements of comprehensive income. • Allocating the transaction price. Past service cost, which is the increase in an obligation following the ROQUETTE RESTRICTED introduction of a new plan or the modification of an existing plan, is • Recognition of the sales figures. immediately recognized as an expense if the benefits have already been earned. 60 Sales of goods are recognized when the Group has transferred the 16. Current operating income and non-recurring control of the good to the purchaser. In practice, this corresponds to items considering each shipment or delivery of merchandise as a perfor- mance obligation, when the amount of the sale can be measured In order to facilitate analyzing the Group's performance, a “current reliably and when collection is reasonably assured. Sales of finished operating income” indicator was introduced in the income products and merchandise are primarily carried out with industrial statement. customers. The sales contracts are generally for a period of one year. The performance obligation, in terms of IFRS 15 is deemed to This indicator excludes the unusual income and expenses which are be satisfied at the time of shipment or delivery of the good in the isolated on a line called “Non-recurring items”. required specifications. These non-recurring items can include, for example, significant In the vast majority of cases, the Group is the producer of the goods items such as: sold and therefore acts as the principal in control of the good or service prior to its transfer to the customer. Consequently, the • Reorganization and restructuring costs, including certain Group recognizes turnover for the full amount of the transaction. personnel expenses relating to the personnel concerned by Otherwise, when the Group acts as an agent, which is rare, the these plans over the entire financial period. turnover recognized corresponds to the margin generated or the commission received. • The impairment losses recognized on tangible and intangible assets or the associated reversals. Services are recognized over the period in which they are rendered. • Subsidiary acquisition and integration costs. Sales are measured at the fair value of the consideration received in exchange for the goods and services sold, excluding tax, net of any • The impact of significant disputes. rebates and discounts. • Badwill. In case of significant marginal costs required to obtain a sales contract with a customer, these costs are booked as assets and amortized over the duration of the contract. For the Group, these costs are not significant. The group does not have any long-term delivery commitments. NOTE 5 JUDGMENTS, ESTIMATES AND SIGNIFICANT ASSUMPTIONS Drawing up financial statements according to IFRS implies that the recoverable value. The main assumptions retained by the Group Group makes a certain number of estimates and retains certain are described in Note 14 “Impairment tests on goodwill and other assumptions that are deemed to be realistic and reasonable. non-financial assets”. These estimates are based on an assumption of continuity of busi- The sensitivity to these assumptions and estimates is as high as ness and are established according to the information available at ever this year given the economic volatility the Group faced in 2023 the time the consolidated financial statements are drawn up. The and the macroeconomic forecasts for 2024. Economic performance estimates can be revised if the circumstances on which they were for CGUs in the Americas (including Brazil but excluding Canada) founded change or subsequent to new information. The actual and China showed significant improvement. The business plans results can be different from these estimates. The current situation anticipate at least a continuation of these performances during the is not likely to call into question the assumption of the Group’s going 2024 financial year. Group management considers the assumptions concern, given the solid operational performance for the financial used to be realistic and appropriate. However, unfavorable changes year, in line with previous financial years. in market trends in relation to the business assumptions used by the Group’s management could have a significant adverse impact According to the changes in the economic context, certain facts and on impairment tests during the next financial year (see sensitivity circumstances could therefore result in changing these estimates or impact in Note 14). assumptions, which would affect the financial situation, the income statement, and the Group's cash flow. More specifically, 2023 performance for the Portage asset in Canada fell short of expectations due to difficult market conditions. The valuation of certain assets and liabilities when preparing these Considering the market outlook, the significant impairment recorded consolidated financial statements is based on certain assumptions, on this asset during the 2022 financial year (287 million euros) in particular for the following items and the fact that this recent asset was commissioned only two years ago, the Group retained the carrying amount at the end of 2023 Evaluations retained for impairment tests as the recoverable value of this asset. The Group remains highly The assumptions and estimates are made for determining the recov- focused on the performance of this asset and the plant-based ROQUETTE RESTRICTED erable value of goodwill, of intangible and tangible fixed assets in protein market and continues to adapt its strategy to improve the particular on the market perspectives required for assessing the performance of this asset. cash flow and the discount rates retained. Any modification made to these assumptions can significantly affect the amount of the Roquette Group - Financial report 61 2. CONSOLIDATED FINANCIAL STATEMENTS Evaluations of pension liabilities Assets of the ECOGI entity The Group offers benefits through defined contribution plans or In 2011, Roquette Frères and ECOGI signed a contract for the supply defined allowances regimes. The commitments related to these of superheated water through the construction of an asset making it plans are calculated based on actuarial calculations. The main possible to draw from the geothermal heat in Alsace. assumption refers to the discount rate (the assumption that has the greatest impact on the valuation of commitments). Other assump- The analysis of this contract leads the Group to consider that it meets tions are taken into account, such as future salary increases, the the criteria defined by IFRS 16 (IFRIC Interpretation 4 prior to the year return on investments dedicated to these plans, the employee 2019), unchanged with the introduction of IFRS 16 in 2019. This asset turnover rate, and mortality tables. Most of these assumptions are is therefore presented under the usage rights on the asset side and updated on an annual basis. Details on the assumptions retained under rent debt on the liabilities side. and the methods for determining them are provided in Note 21 “Employee benefits”. The Group feels that the actuarial assumptions On this basis, the assets of ECOGI (a 40% owned company by Roquette retained are appropriate and justified under the current conditions. Frères) were recognized for 100% in the Group's accounts for a gross However, these commitments can change in the event the assump- amount of 35.9 million euros. The asset was put into service during tions change. the year 2016. As of December 31, 2023, after amortization, the net amount of the fixed asset amounts to 22.9 million euros (compared Recognition of deferred tax assets on tax-loss carry forwards to 24.7 million as of December 31, 2022). Deferred tax assets primarily concern unrealized tax loss carry- forwards and deductible timing differences between the values booked and the tax bases for assets and liabilities. Assets concerning tax loss carry-forwards are recognized if it is probable that the Group will subsequently record taxable profit whereon these tax deficits could be allocated. An in-depth review is required to assess the capacity of the tax entities concerned to use the deferrable tax losses in the near future. Past events, as well as the negative and positive items of certain economic factors that can bear down on the Group's business in the near future are analyzed in order to calculate the probability of a future use of the deferrable tax losses. (Cf. Note 10 “Income tax”) Valuation of financial instruments at fair value The measurement of fair value is determined using three models or levels which are: • Level 1: prices listed on an active market: when quoted prices on an active market are available, they are retained with priority in determining fair value. Investment securities and certain listed bonds are valued as such. • Level 2: internal model with parameters that can be observed using internal valuation techniques: these techniques makes use of the usual mathematical calculation methods that inte- grate data that can be observed in the markets (forward price, rate curve, etc.). The determination of the fair value of most of the derivative financial instruments traded on the markets is carried out based on models commonly used by those inter- vening to evaluate these financial instruments. The valuation of derivative instruments calculated internally are subject to regular coherency controls with the valuations sent by the counterparties. • Level 3: internal model with parameters that cannot be observed. This model 3 applies in particular: • In the context of certain contractual clauses linked to external growth operations. The fair value of the counterparty trans- ferred and of certain purchase or sales options depends on the realization of future results; • For unlisted securities, which are valued at their purchase cost plus transaction costs, in the absence of an active market. These assets may be maintained at cost if it can be demonstrated that ROQUETTE RESTRICTED cost is a reasonable approximation of fair value. 62 NOTE 6 CONSOLIDATION SCOPE The consolidated financial statements for Roquette drawn up as of December 31, 2023 include the financial statements of the companies listed in Note 30 “List of consolidated subsidiaries”. Acquisition of the Qualicaps group General information on this acquisition is provided in Note 2 “Highlights”. As part of this transaction, seven new companies joined the Roquette Group, all 100% owned. These companies were included in the consol- idated financial statements as of October 1, 2023. The impact of this acquisition is described in Note 2 “Highlights” and Note 8 “Non-recurring items”. The process of calculating the price adjustment based on the final net debt and working capital requirements was ongoing on the closing date. However, the impact of this price adjustment, in the Group’s favor, will not be significant. The value of assets acquired and liabilities assumed is as follows: Value of net assets acquired as of (in million euros) 10/01/2023 Non-current assets 106 Current assets 157 Non-current liabilities 194 Current liabilities 55 Net assets position (B) 15 Fair value of minority interests (C) - Goodwill pending allocation (A-B+C) * 282 Fair value of the payment made for the investment (A) 297 Cash and cash equivalents (D) 32 Net cash disbursed (A-D) 265 * The Group has twelve months after the takeover date to measure assets and liabilities at fair value. This assessment will be finalized during 2024. Other changes During the year, the Group sold Planttec Medical, which it had a 95% stake in, for a net cash amount of 7 million euros. The German-based company specializes in surgical medical devices that are recognized in the field of hemostatic andadhesion prevention solutions. During the financial year, the Group sold the company Roquette Klötze, which is 100% owned. The company is based in Germany and is a microalgae producer. The impacts of these disposals is not material at the Group level. The effects on the income statement are described in Note 8 “Non-recurring items”. NOTE 7 CURRENT OPERATING INCOME 1. Turnover (in thousands of euros) 2022 2023 Sales of finished products and merchandise 4,806,366 4,788,636 Services 493 574 Other sales 319,116 202,937 Turnover 5,125,975 4,992,146 The other sales are primarily comprised of sales of energy produced by the cogeneration units of the Group's industrial sites. ROQUETTE RESTRICTED Roquette Group - Financial report 63 2. CONSOLIDATED FINANCIAL STATEMENTS The Group's sales by geographical zone can be broken down as follows: (in thousands of euros) 2022 % 2023 % Europe 3,185,985 62% 3,124,154 63% Americas 921,173 18% 863,511 17% China 324,735 6% 297,136 6% Greater Asia 694,082 14% 707,345 14% Turnover 5,125,975 100% 4,992,146 100 % 2. Cost of goods sold and external charges (in thousands of euros) 2022 2023 Raw Materials (1,843,828) (1,824,428) Energy (602,820) (844,869) Chemicals (188,782) (159,438) Other external purchases and expenses (1,143,513) (850,402) Cost of goods sold and external charges (3,778,942) (3,679,136) In 2023, the “Raw materials” and “Energy” items were significantly impacted by price factors, following the increase seen in global markets during the financial year, particularly in Europe and for energy. The variation in the item “Other external purchases and expenses” is due in particular to lower transport costs on sales and to hedging effects, especially on currencies. 3. Personnel costs (in thousands of euros) 2022 2023 Wages (419,286) (440,457) Social security charges and contributions linked to personnel (199,567) (212,744) Profit-sharing and incentive agreements (40,502) (35,294) Personnel costs (659,354) (688,496) Personnel expenses include gross remuneration as well as related social security costs, temporary staff costs, and all other personnel-related contributions (training courses, service charges relating to post-employment benefits (IAS19), profit-sharing and incentive agreements, etc.). During the year, the impact of inflation and the integration of Qualicaps led to a significant increase in payroll costs. 4. Amortization and depreciation (in thousands of euros) 2022 2023 Amortizations (261,690) (256,488) Depreciation (11,567) (6,552) Amortization and depreciation (273,257) (263,041) 5. Other operating income and expenses (in thousands of euros) 2022 2023 Subsidies 10,177 12,050 Other income and expenses (7,814) (1,609) Other operating income and expenses 2,363 10,441 of which other operating income 20,624 38,547 of which other operating expenses (18,261) (28,106) Subsidies include in particular an amount of 7.3 million euros in terms of the research tax credit in France, compared to 7.2 million euros in 2022. ROQUETTE RESTRICTED 64 NOTE 8 NON-RECURRING ITEMS Over the financial period 2023, non-recurring items stood at During the last year of this agreement in 2023, Expenditures -4 million euros. The main impacts are described below. incurred amounted to 5 million euros for severance pay, retirement benefits, end-of-career part-time work, and other support costs. In 2022, non-recurring items amounted to -277 million euros. These expenses were provisioned. Qualicaps group acquisition and integration costs: The remaining provision at the year-end amounts to 3 million euros -10 million euros to cover future expenditures in 2024, for departures recorded in The expenses incurred by the Group for the acquisition and inte- 2023, and in subsequent years for costs relating to end-of-career gration of Qualicaps amounted to 10 million euros. These expenses part-time work costs. Thus, over the financial year, the updated include fees, consulting costs, and operating costs of the integration provision resulted in a reversal of 2 million euros in the income team. statement. Sale of Planttec Medical: +6 million euros Other impacts in 2023 During the financial year, the Group sold Planttec Medical. This sale During the financial year, the group sold Roquette Klötze. This sale results in a capital gain of 6 million euros in the income statement. resulted in a capital loss of 1 million euros in the income statement. Roquette Frères Transformation Plan: +2 million euros In September 2021, Roquette Frères' transformation plan was formalized by signing a Collective Termination Agreement (“RCC”) and an agreement relating to the Management of Jobs and Professional Careers (“GEPP”). NOTE 9 FINANCIAL RESULT (in thousands of euros) 2022 2023 Income from cash and cash equivalents and long-term investments 5,591 6,911 Cost of gross financial debt (21,593) (40,158) Cost of net financial debt (16,001) (33,247) Other financial result (575) 1,971 Other financial expenses (2,540) (4,284) Financial provisions 2,090 1,318 Foreign exchange results and financial instruments (26,840) 3,517 Other financial result (27,865) 2,523 Financial result (43,867) (30,725) 1. Cost of net financial debt 2. Other financial result The cost of net financial debt corresponds to the difference between Other financial expenses include financial expenses relating to all financial income relating to investments made by the Group, employee benefits, commissions paid to brokers, and provisions for regardless of their nature, and all financial expenses relating to non-consolidated investments. financing used by the Group, regardless of their nature. “Foreign exchange results and financial instruments” includes the The cost of financial debt relating to rental agreements (applica- net impact of the translation of items denominated in foreign curren- tion of IFRS 16) amounts to 3.2 million euros for the year 2023, cies, the change in value of derivative instruments not qualifying as compared to 3.6 million euros for the year 2022. hedges (notably gas and cereals). During the 2022 financial year, this item was affected by the decline in value of certain non-qual- There was an increase in the cost of net financial debt during the ified hedges on cereals and energy in connection with the bearish 2023 financial year, due to higher financing costs (general rise in markets at the end of 2022. In 2023, this item was impacted by interest rates) at 33.2 million euros and financing the Qualicaps these unrealized positions, which reversed with a positive impact on group acquisition since October 2023 (see Note 22 “Financial Debt”). the financial result, offset by frictional effects between the change ROQUETTE RESTRICTED in exchange rates and the underlying investments being hedged. The average financing rate is 4.0% in 2023 (excluding IFRS16) compared to 1.6% in 2022. The average interest rate on investments is 2.4 % compared to 0.9% in 2022. Roquette Group - Financial report 65 2. CONSOLIDATED FINANCIAL STATEMENTS NOTE 10 INCOME TAX 1. Analysis of the net tax expense (in thousands of euros) 2022 2023 Taxes payable (94,012) (87,057) Deferred taxes 27,864 (13,259) Income tax (66,147) (100,316) The French entities Roquette Frères, Roquette Malause, Siladour, The European Union supported the agreement resulting from the Roquette 4, and Roquette Ventures benefit from the tax consolida- OECD’s work on the global anti-base erosion rules called “GloBE – tion system. Pillar 2” which were adopted on December 14, 2022, EU Directive 2022/2523 on Pillar 2. This pillar aims to ensure a minimum level Current taxes correspond to the amounts of tax owed to the tax of global taxation for multi-national corporate groups and large authorities for the period, according to the rules and tax rates in national groups in the European Union. This directive was trans- effect in the various countries, as well as provisions for taxes and posed into French law in the 2024 Finance Act. Since the Roquette the impact of tax audits. Group generates turnover of more than 750 million euros, these minimum taxation rules will apply from the 2024 financial year. The The current tax expense for the 2023 financial year can be broken Group is actively working to identify and assess the impacts in terms down as follows: of any additional taxation. The Group expects little additional taxa- tion, which should concern in particular the operations in Singapore. • A tax expense of 46 million euros for the French subsidiaries. • A tax expense of 41 million euros for foreign subsidiaries. 2. Effective tax rate The effective tax rate, based on pre-tax earnings and results of companies accounted for by the equity method, is 32.4% for the year 2023 (18.5% in 2022, excluding the impairment of the Canadian asset recognized as a non-recurring item). In 2023, the base rate for tax on compa- nies in France was 25.83% (including the additional contribution). (in thousands of euros) 2022 % 2023 % Net income 317 - 203,744 - - Income tax 66,147 - 100,316 - - Income from companies accounted for by the equity method 3,478 - 5,821 - Income before tax and companies accounted for by the equity method 69,942 100.0% 309,880 100.0% Theoretical tax rate in effect in France 25.8% 25.8% - Theoretical tax (18,066) (25.8%) (80,042) (25.8%) Tax rate differences 19,294 27.6% 9,622 3.1% Permanent differences (62,573) (89.5%) 8,162 2.6% Use / (Generation) of unrecognized tax losses 2,746 3.9% (20,819) (6.7%) Losses activated during the period - - - - Tax credits 3,634 5.2% 4,758 1.5% Other items (11,182) (16.0%) (21,998) (7.1%) Income tax (66,147) (94.6%) (100,316) (32.4%) The permanent differences related in particular, for the 2022 financial year, to the impairment of the asset in Canada (see Note 2 “Highlights”). During the financial year, this line includes the effects of a tax credit on energy consumption in Italy. Unrecognized tax losses for the year mainly relate to Roquette Canada. The impact of the tax audit on Roquette Frères, closed on December 31, 2023, is presented under “Other items”. ROQUETTE RESTRICTED 66 3. Analysis of deferred tax assets and liabilities (in thousands of euros) 2022 2023 Employee benefits 8,638 12,289 Financial instruments 12,088 (507) Deferrable losses 115,942 111,199 Margin on inventories 9,278 8,428 Others 36,040 27,889 Amortization periods (203,553) (197,622) Provisions (1,108) (6,659) Deferred taxes (22,675) (44,982) of which deferred tax assets 92,524 77,742 of which deferred tax liabilities (115,199) (122,724) The accounting rules and methods that apply to deferred taxes are described in Note 4.10. The activated deferrable losses primarily concern the subsidiaries Roquette America and Roquette Canada. An in-depth analysis was conducted in order to document the effective use within a reasonable period of time of these tax losses, taking account of the economic context. The category “Amortization periods” relates to temporary differences arising from depreciation periods for tax purposes that differ from those used in the consolidated financial statements. The category “Other” includes deferred tax assets related to the revaluation of fixed assets in Italy. 4. Tax losses Based on historical analyses and/or market uncertainties, the Group has chosen to not recognize the deferred tax income concerning certain entities with a tax loss. According to the tax laws in the countries involved, these unrecognized deferred taxes can be deferred until the following years: (in thousands of euros) < 1 year 2 to 5 years > 6 years Total 2023 Unrecognized deferred tax assets linked to tax losses 1,290 4,739 29,223 35,252 NOTE 11 GOODWILL Effects of the Other Translation (in thousands of euros) 2022 change in scope effects adjustments Impairment 2023 Europe 39,099 (207) - - - 38,893 Americas 89,994 - - (538) - 89,456 China - - - - - - Greater Asia 10,863 282,472 - 2,790 - 296,125 Goodwill 139,956 282,265 - 2,252 - 424,473 Goodwill is allocated to cash-generating units (CGUs) corresponding to the regions (see note 14 “Impairment tests on goodwill and other non-financial assets”). Changes in the consolidation scope relate to the Qualicaps group, whose pre-allocation goodwill was allocated to Greater Asia because the parent company is in Japan (please note that the amount of goodwill relating to this acquisition is currently being allocated, see Note 6 “Consolidation Scope”), and to the sale of Planttec Medical (Europe), which generated a goodwill write-down of 0.2 million euros. ROQUETTE RESTRICTED Roquette Group - Financial report 67 2. CONSOLIDATED FINANCIAL STATEMENTS NOTE 12 INTANGIBLE FIXED ASSETS Translation Changes in and other (in thousands of euros) 2022 Increase Decrease scope adjustments 2023 Development costs 8,036 - - - - 8,036 Software 338,693 8,179 (2,301) 10,764 15,911 371,246 Patents, trademarks and customer 95,540 - - 1,342 (2,055) 94,827 relations Other intangible fixed assets 37,345 16 (15) 4,875 (5,177) 37,043 Intangible assets in progress 15,817 376 - 538 (15,630) 1,101 Gross values 495,431 8,571 (2,316) 17,519 (6,951) 512,253 Development costs (3,813) (381) - - - (4,194) Software (197,006) (24,589) 2,301 (7,524) (16) (226,833) Patents, trademarks and customer (38,933) (4,006) - (969) 1,148 (42,759) relations Other intangible fixed assets (30,422) (553) 15 (1,643) 1,779 (30,824) Intangible assets in progress - - - - - - Amortizations (270,173) (29,529) 2,316 (10,136) 2,912 (304,610) Depreciation (2,020) - - (111) 130 (2,001) Net intangible fixed assets 223,237 (20,958) - 7,272 (3,909) 205,642 NOTE 13 TANGIBLE FIXED ASSETS Tangible fixed assets are comprised of fixed assets held as capital and rights of use on tangible fixed assets. (in thousands of euros) 2022 2023 Tangible fixed assets held as capital 2,105,307 2,158,714 Rights of use on tangible fixed assets 153,345 154,453 Total tangible assets 2,258,652 2,313,167 1. Tangible fixed assets held as capital Translation Changes in and other (in thousands of euros) 2022 Increase Decrease scope adjustments 2023 Land and land improvements 152,137 430 (184) 4,039 (1,629) 154,793 Buildings 1,199,573 5,645 (3,019) 55,583 (12,740) 1,245,043 Inst. machinery and equipment 5,635,955 62,680 (47,117) 218,721 (8,490) 5,861,748 Investment property 38,437 3,393 - - - 41,831 Others 233,119 123,005 (20,166) 41,604 (72,704) 304,858 Gross values 7,259,221 195,153 (70,486) 319,947 (95,563) 7,608,272 Land and land improvements (51,685) (2,191) 168 (24) 232 (53,500) Buildings (620,774) (44,438) 2,448 (32,294) 11,978 (683,080) Inst. machinery and equipment (3,994,380) (127,885) 39,575 (174,879) 42,224 (4,215,346) Investment property (9,541) (2,193) - - - (11,733) Others (84,671) (9,302) 5,429 (17,925) 1,264 (105,204) Amortizations (4,761,051) (186,009) 47,622 (225,122) 55,698 (5,068,863) Depreciation (392,864) - 8,980 (4,613) 7,800 (380,696) Tangible fixed assets 2,105,307 9,144 (13,884) 90,212 (32,065) 2,158,714 ROQUETTE RESTRICTED “Other” tangible fixed assets include current fixed assets amounting to 154 million euros as of December 31, 2023 compared to 113 million euros as of December 31, 2022, of which 74 million euros are reclassified from “Other” to “Other fixed assets” when they are brought into service. The fair value of investment property held by the Group is estimated at 43 million euros. 68 2. Rights of use (RoU) on tangible fixed assets In application of IFRS16, rights of use (RoU) concerning assets taken as rentals are as follows: Translation Changes in and other (in thousands of euros) 2022 Increase Decrease scope adjustments 2023 RoU on land 22,975 702 - 772 (1,001) 23,449 RoU on buildings and layout 142,857 16,255 (12,169) 7,778 (1,933) 152,787 RoU on Inst. machinery, tools and vehicles 100,263 19,914 (1,535) (2,135) 2,013 118,521 Gross values 266,095 36,871 (13,704) 6,416 (920) 294,757 RoU on land (7,143) (592) - (462) 654 (7,543) RoU on buildings and layout (54,038) (19,959) 12,109 (1,923) 1,216 (62,596) RoU on Inst. machinery, tools and vehicles (51,568) (20,400) 1,535 (449) 717 (70,165) Amortizations (112,750) (40,950) 13,643 (2,834) 2,587 (140,304) Depreciation - - - - - - Tangible fixed assets 153,345 (4,079) (60) 3,582 1,666 154,453 The rental agreements primarily concern rental agreements for not significant enough to create an implicit obligation to remain freight cars, logistics warehouses, offices and company cars, of in the premises. The duration of the agreements ranges from which the main characteristics and method for evaluation are as one year (renewable agreements) to over fifteen years (specific follows: warehouse rental agreements). • Freight car rental: the French and American companies signed • Company cars: the duration of the agreements was estimated rental agreements for freight cars for conveying raw materials based on the contractual durations (about three years). or the delivery of finished products. The duration of these agreements was estimated either by using the contractual Rights of use on land correspond to long-term leases, particularly in duration for standard freight cars (duration between one and Lithuania and China. ten years) or the duration of the service life of the freight cars for those that have special features requested by the Group Residual rental expenses relating to short term rental agreements, (duration up to twenty years). low value rental agreements, or variable payments are not material. • Logistic warehouses and administrative offices: the duration of these agreements was estimated taking into account the legal duration of the agreements. The Group felt that at the expira- tion of the lease agreement, the penalties or related costs were NOTE 14 IMPAIRMENT TESTS ON GOODWILL AND OTHER NON-FINANCIAL ASSETS 1. Testing principles The Group conducts these impairment tests on three levels: The cash-generating units (CGUs) are determined in accordance • Goodwill and fixed assets are subject to systematic annual with operational reporting. They correspond to the regions. testing at the regional level. The tests are performed in accordance with the methods described • If there is an indication of impairment (including goodwill), the in the valuation rules and methods, and taking into account the assets of a country or entity are subject to a specific test; assumptions and estimates required to perform these tests, as described in Note 5 “Judgments, estimates and significant • In the event of a strategic decision relating to certain assets assumptions”. or groups of assets (reallocation, proposed disposal, workshop closure, etc.), they are also subject to a specific test. In addition, the Group anticipates changes in the price of carbon. The group estimates the price of CO2 at 100 euros per ton in its prof- itability calculations and at over 150 euros per ton in its long-term investment assumptions in Europe. ROQUETTE RESTRICTED Roquette Group - Financial report 69 2. CONSOLIDATED FINANCIAL STATEMENTS 2. Test results Parameters of the model applied to cash flow projections Impairment recognized Perpetual growth rate Discount rate (in million euros) 2022 2023 2022 2023 2022 2023 Europe 2.0% 2.0% 6.6% 7.0% 18.0 16.2 Americas 2.5% 2.5% 8.0% 8.6% 278.0 276.4 China 3.0% 3.0% 7.8% 8.3% 12.1 10.5 Greater Asia 3.0% 3.0% 12.5% 12.2% 185.4 173.3 CGUs consist of the following tangible and intangible assets 3. Sensitivity of the tests of the retained (including goodwill): assumptions • Europe: all assets located in Europe; Over all of the tests conducted and for the entire Group: • Americas: assets of Roquette Canada (Portage), Roquette • 0.5 point increase in the discount rates would have an impact America (Keokuk and Gurnee), Sethness USA, and Itacel in of -7 million euros on the tests. Brazil; • 0.5 point decrease in the discount rates would have an impact • China: all assets located in China; of +8 million euros on the tests. • Greater Asia: mainly the assets of Roquette India. • 0.5 point increase in the perpetual growth rate would have an impact of +6 million euros on the tests. Considering the diversity of assets within the CGUs, specific impair- ment tests are carried out on certain assets, especially Roquette • 0.5 point decrease in the perpetual growth rate would have an Canada (Portage), Itacel, and Roquette India. impact of -5 million euros on the tests. Discount rates have risen (except in India), notably due to the As mentioned in Note 5 “Significant judgments, estimates and increase in risk-free rates. assumptions”, the sensitivity of the tests is significant given the economic uncertainties, especially concerning the tests on assets During the year, other tests did not lead to any significant change in India and Brazil. Thus, beyond the discount rate and the infinite in impairments: the changes for the year are essentially linked to growth rate, the major sensitivity is the Group’s ability to achieve exchange rate variations and to reversals of impairments on indi- its business plans. vidual assets against depreciation. In this respect, the sensitivity of the tests to a 10% drop in EBITDA The impairment recognized in prior periods mostly concerns the over the life of the business plan is as follows: following assets: • An impact of -19 million euros on Roquette India (additional • Europe: Roquette Frères after decisions to close workshops and depreciation). Roquette Amilina with regard to industrial equipment with no prospective use. • No significant impact on Itacel. • Americas: Roquette Canada mainly (see Note 5 “Significant As explained in Note 5 “Significant judgments, estimates and judgments, estimates and assumptions”). assumptions”, the recoverable amount of the Portage asset in Canada is the carrying amount. In this respect, there is no strict • China: Guangxi Nanning Chemical Pharmaceutical and Roquette sense sensitivity to the above assumptions. However, failure to Biotech Nutritionals. These companies retain a remainder in achieve the business plan in 2024 would have an impact on the depreciation in terms of depreciation on specific assets. recoverable amount. • Greater Asia: assets of the company Roquette India. NOTE 15 INVESTMENTS IN ASSOCIATES The amount of securities in the equity method changed from 8.8 million euros in 2022 to 8.2 million euros in 2023. The decrease in this item is mainly due to the results of the companies included in this aggregate, offset by a capital increase. The amount of the share of the other comprehensive income of branches and associates booked according to the equity method is no ROQUETTE RESTRICTED significant. Note 30 presents the entities that this aggregate is comprised of. 70 NOTE 16 CURRENT AND NON-CURRENT FINANCIAL ASSETS (in thousands of euros) 2022 2023 Securities 16,283 25,248 Bonds 1,715 1,715 Long-term investments 181,905 28,174 Deposits and bonds 4,195 4,948 Financial assets 204,098 60,085 of which non-current financial assets 201,264 57,293 of which current financial assets 2,834 2,792 Securities (in thousands of euros) Net value 2022 Gross value Impairment Net value 2023 Exeltium 1 992 8,321 (5,952) 2,369 Advanced Protein Technologies Corp. 5,862 5,862 - 5,862 The Protein Brewery 6,864 8,864 (717) 8,147 Rival Foods 1,200 2,000 - 2,000 Kofitech - 4,528 - 4,528 Other interests 1,365 2,392 (50) 2,342 Securities 16,283 31,967 (6,719) 25,248 The securities correspond to the Group's non-consolidated entities. These investments are integrated into the net debt calculation. They are valued in accordance with the methods described in the rules and evaluation methods. During the financial year, the Group As part of the diversification of its investment portfolio, the Group invested in Kofitech in South Korea. had subscribed to various investments with financial counterparties. During the 2023 financial year, a significant number of investments These entities are not consolidated because they do not meet the were discontinued in order to streamline the Group’s financing. criteria for consolidation (if the Group does not control them) or using the equity method (if the Group exercises significant influ- In line with the financial policy set up, these investments have the ence), or because they are not material. following characteristics: Receivables from equity interests • No risk of capital loss except in the case of default of the These receivables correspond to loans to companies accounted for counterparty. using the equity method and are consolidated, for their net amount, in the calculation of net debt. The Group no longer has any receiv- • Monitored and managed counterparty risk. ables related to investments. • Foreseeable compensation over a determined period of time. Reminder, since the end of 2013, the receivables with regards to Solazyme Roquette Nutritionals have been covered by a provision. Long-term investments Long-term investments correspond to the cash investments that are not part of the “Cash and cash equivalents” qualification, due to their expected duration for subscription exceeding three months. NOTE 17 INVENTORIES (in thousands of euros) 2022 2023 Raw materials and other supplies 375,373 375,150 In-process items 3,598 15,285 Finished products and merchandise 514,857 585,442 ROQUETTE RESTRICTED Depreciation (32,231) (53,010) Inventories 861,597 922,867 Roquette Group - Financial report 71 2. CONSOLIDATED FINANCIAL STATEMENTS NOTE 18 ACCOUNTS RECEIVABLE AND SIMILAR ACCOUNTS (in thousands of euros) 2022 2023 Accounts receivable and similar accounts 757,807 714,160 Depreciation (13,125) (9,916) Accounts receivable and similar accounts 744,682 704,244 Contract assets, consisting of invoices to be issued, amounted to 9 million euros as of December 31, 2023 compared to 36 million euros as of December 31, 2022 and include in particular invoices to be issued for energy sales. Please note that a major portion of customer receivables is covered by credit insurance. NOTE 19 OTHER CURRENT AND NON-CURRENT ASSETS (in thousands of euros) 2022 2023 State and local authorities 62,339 54,728 Derivative instruments 163,333 45,118 Other accounts receivable 102,361 63,546 Other assets 328,034 163,392 of which other non-current assets 27,476 22,937 of which other current assets 300,558 140,455 Derivative instruments are primarily comprised of operations set up for the purposes of managing the exchange rate, interest rate and changes in the price of cereal and energy risks. The net position analysis is presented in Note 24. Other accounts receivable were down, especially following the receipt of an investment subsidy in connection with the Portage asset in Canada. NOTE 20 PROVISIONS (in thousands of euros) 2022 2023 Provisions for disputes and litigation 7,425 10,836 Other provisions 10,070 3,871 Provisions 17,495 14,707 of which non-current provisions 2,100 4,482 of which current provisions 15,395 10,224 NOTE 21 EMPLOYEE BENEFITS According to the laws and customs of each country, the Group's Defined allowances regimes give rise to an actuarial evaluation by personnel benefit from long-term or post-employment benefits in independent experts. These policies mainly concern: addition to short-term compensation. These additional benefits take the form either of defined contribution plans or defined allowances • Retirement plans and medical coverage in the United States, plans, as explained in Note 4.13 “Post-employment and other long- in the United Kingdom, and in Germany. ROQUETTE RESTRICTED term employee benefits”. • End-of-career allowances in France, Italy, India, and Japan. 72 1. Main actuarial assumptions 2022 2023 Discount rate Europe 3.6% - 5.2% 3.2% - 4.5% Americas 4.8% 4.6% Greater Asia 7.5% 7.4% Wage increase rate Europe 2.2% - 2.3% 2.2% - 2.3% Americas N/A (medical plan) N/A (medical plan) Greater Asia 8.5% 9.5% For 2023, the discount rates for Western countries are decreasing. For example, for commitments relating to retirement benefits in France, which account for almost half of net commitments, the discount rate for 2023 is 3.19%, compared to 3.74% for 2022. The wage increase rate for France is consistent with the European Central Bank's long-term inflation assumptions and has been set at 2.20% for the 2023 commitments. 2. Changes in defined allowances regimes (in thousands of euros) 2022 2023 Actuarial value of the rights accumulated at the beginning of the period 148,458 104,058 Cost of services 5,419 3,986 Financial cost 1,798 4,210 Actuarial (Gains) losses (34,707) 10,446 Services paid (8,153) (5,899) Others (7,909) 4,271 Exchange rate effect (848) (64) Actuarial value of the rights accumulated at the end of the period 104,058 121,007 Current value of the rights accumulated at the beginning of the period (66,528) (50,152) Expected return on assets of the plan (816) (2,106) Employer contributions (823) (901) Services paid 6,411 4,326 Actuarial (Gains) losses 4,730 2,855 Others 5,983 88 Exchange rate effect 890 (176) Current value of investments at the end of the period (50,152) (46,067) (Surplus) Deficit of the investments on accumulated rights 53,907 74,940 Provisions retirement commitments and medical coverage 53,907 74,940 of which non-current employee benefits 50,173 70,085 of which current employee benefits 3,734 4,854 Charges for the financial year Costs of services rendered during the year 5,419 3,986 Other expenses (2,127) - Financial cost 982 2,103 Net expense (income) 4,274 6,089 Variation in actuarial impacts Actuarial gains (losses) recognized at the beginning of the period (39,972) (9,995) Actuarial Gains (losses) 29,977 (13,300) Actuarial gains (losses) recognized at the end of the period (9,995) (23,295) ROQUETTE RESTRICTED Roquette Group - Financial report 73 2. CONSOLIDATED FINANCIAL STATEMENTS The amount of net actuarial losses recognized on the comprehen- • A decrease in the discount rate of -0.5 point would result in an sive income statement amounted to -13.3 million euros during 2023, increase in the provision of 5.4 million euros. The sensitivity of mainly due to lower discount rates in Western countries resulting in commitments in France to a decrease of -0.5 percentage points a increase in the commitment. is 3.3 million euros. The change in consolidation scope linked to the acquisition of • The sensitivity of the provision to the salary increase assump- the Qualicaps group is presented under the heading “Other” for tion is relatively the same as for the discount rate. 4.2 million euros. Sensitivity to key hypotheses • An increase in the discount rate of +0.5 points would result in a drop in the provision of 5 million euros. The sensitivity of commitments in France to an increase of +0.5 percentage points is 3 million euros. NOTE 22 FINANCIAL DEBT 1. Net financial debt (in thousands of euros) 2022 2023 Non-current financial debt 785,910 837,921 Current financial debt 322,160 411,708 Non-current financial assets* (181,905) (28,174) Cash and cash equivalents (237,259) (188,465) Net financial debt / (net availability) 688,907 1,032,991 *Only long-term investments and any receivables from equity interests (see Note 16 “Current and non-current financial assets”) Financing policy Cash flow and financial assets The Group has established a policy limiting access to financing The Group has decided to maintain liquidities on account with its markets to Roquette Frères. Thus, all the Group's financing lines are first-rate banks. These funds are mainly denominated in euros and contractualized by Roquette Frères. However, due to specific internal available on demand. or regulatory constraints, certain Group companies may exception- ally be authorized by the Treasury and Financing Department to set In 2023, the Group decided to limit capital-guaranteed investments up external financing lines. This authorization was granted to the with a long-term face value in order to reduce the impact of rising following companies: interest rates on the cost of financing. Excess cash in euros is quali- fied as “Cash and cash equivalents” because: • Roquette India in order to cover the financing for its working capital requirements. • The management intention is a short-term investment whose outstanding amount may fluctuate according to the Group's • Immoroc as part of the acquisition of real estate. change in cash flow. • Viadène as part of its activity as a buy-out fund for securities • These investment instruments have an exit option with a of Roquette Frères. maximum term of five days. • Roquette China to secure access to liquidity for companies The characteristics of the non-current financial assets are described participating in the local cash pooling mechanism. in Note 16 “Current and non-current financial assets”. There is no security interest granted as a guarantee for financial debts and borrowings except for certain categories of real estate loans. In this context, the security guarantees concern the property financed. ROQUETTE RESTRICTED 74 2. Financial debt Var. with effect Var. without effect on the cash flow on the cash flow Changes in Translation (in thousands of euros) 2022 scope Increase Decrease Other Reclassification adjustments 2023 Bond issues 337,470 - - - - (40,187) - 297,284 Bank loans 269,253 - 410,000 (256,725) (4,662) - - 417,866 Rent debt (IFRS 16) 110,011 7,431 20,610 (3,396) 712 (25,391) (602) 109,376 Other financial debts 69,176 - 471 (162) (49,340) (6,750) - 13,395 Non-current financial debt 785,910 7,431 431,081 (260,283) (53,289) (72,327) (602) 837,921 Bond issues 45,837 - - (46,591) - 40,187 (522) 38,911 Bank loans 65,371 - 54,199 (1,291) 1,423 - 504 120,206 Accrued interest 3,640 - 4,077 - - - - 7,717 Current rent debt (IFRS 16) 33,602 - 16,639 (41,195) 2,626 25,391 (405) 36,657 Other financial debts 173,049 174,973 28,133 (181,198) (25,603) 6,750 - 176,104 Current financial debt 321,499 174,973 103,048 (270,275) (21,553) 72,327 (424) 379,595 (excluding bank overdrafts) Bank overdrafts 661 14 31,452 - (14) - - 32,113 Current financial debt 322,160 174,987 134,501 (270,275) (21,568) 72,327 (424) 411,708 Financial debt 1,108,070 182,419 565,581 (530,558) (74,857) - (1,025) 1,249,629 The “Other” variations correspond to the debt linked to the sales Outstanding bank overdrafts option held by minority shareholders. The outstanding bank overdrafts include the bank overdrafts and unconfirmed financing lines. The currency translation differences linked to bond issues corre- spond primarily to the impact of the change on USPP, denominated Rent debt (IFRS 16) in USD. Following the application of IFRS 16 on January 1, 2019 concerning rentals, rental commitments are now recognized as debt (see Bond issues Note 4.5 “Rental agreements”). In 2012, the Group issued a private bond investment (USPP reserved for three US insurance companies). This issue was carried out for a The main estimations and underlying assets for this rent debt are nominal amount of 200 million USD. This financing is being depre- described in Note 13.2 “Rights of use (RoU) on tangible fixed assets”. ciated on a straight-line basis from 2020 to 2024, with the final tranche of 40 million USD outstanding as of December 31, 2023. Other financial debts Other financial debt mainly comprise: The Group issued a second loan to US investors (USPP) in 2022 for 300 million euros, with repayments scheduled between 2029 and • Short-term marketable securities issued for 172 million euros. 2034. The nominal interest rate is 3.6%, and 2.8% after taking into This issuing stems from the setting up, in 2016, of a program account the interest rate hedges put in place pre-closing. for issuing short term marketable securities. The program’s budget is 300 million euros and the maximum drawing dura- As part of its wage policy, the Group in the past set up bond issues tion is one year renewable. The program was rated “A-2” by reserved for its employees. These issues are now no longer renewed Standard & Poor’s and was validated by the Banque de France and were redeemed in July 2023. on February 23, 2016. Bank loans • Blocked current accounts for employee profit sharing for The Group contracts financing lines with banking institutions in 12.9 million euros (compared to 18.4 million euros in 2022). order to provide for its liquidity. These lines are confirmed and can be repaid in fine. For a portion of the portfolio, they can be used in Following the buyout of minority shares in Amilina during the financial euros or in foreign currency. year, the debt relating to the option to sell these minority shares was repurchased. During the year, the Group issued a loan to finance the acquisition of Qualicaps. The loan is amortized with repayments scheduled from 2024 to 2028. The nominal interest rate is EUR3M +0.95% (adjust- able according to the S&P rating). ROQUETTE RESTRICTED Roquette Group - Financial report 75 2. CONSOLIDATED FINANCIAL STATEMENTS Maturity of financial debt 2022 2023 (in thousands of euros) < 1 year 2 to 5 years > 6 years Total < 1 year 2 to 5 years > 5 years Total Bond issues 45,837 37,470 300,000 383,307 38,911 - 297,284 336,195 Bank loans 65,371 259,653 9,600 334,624 120,206 412,659 5,207 538,072 Rent debt (IFRS 16) 33,602 62,648 47,362 143,612 36,657 69,705 39,671 146,033 Other financial debts 173,049 68,445 731 242,225 176,104 13,100 294 189,499 Accrued interest 3,640 - - 3,640 7,717 - - 7,717 Bank overdrafts 661 - - 661 32,113 - - 32,113 Financial debt 322,160 428,216 357,693 1,108,070 411,708 495,464 342,457 1,249,629 Breakdown by currency of financial debt The outstanding debt by currency can be analyzed as follows (before hedging): (in thousands of euros) 2022 2023 Euro 942,258 1,119,786 US dollar 141,542 57,835 Rupee 16,498 21,947 Others 7,772 50,061 Financial debt 1,108,070 1,249,629 The Group finances its companies in their local operating currency 3. Financial covenants or the currency that minimizes the impact of exchange rates in their accounts. When a company needs cash in a currency that is not on The USD bond issue put in place in 2012 includes two financial cove- the list of financing currencies or for needs that exceed the residual nants. The first is based on the “net debt/EBITDA” ratio based on amount available in said currency, the Group uses: the current IFRS consolidated accounts, excluding long-term invest- ments from net debt, and the second on a minimum amount of • Its euro financing lines with an immediate conversion carried equity. out in the currency of the borrowing subsidiary. This conversion is carried out via exchange swaps (USD, CAD) or cross currency The same applies to the 2022 USPP issue in euros. swaps (INR). These covenants were met with a very significant margin. The Group • Excess cash in euros converted into the local currency of the expects to meet this covenant for the next twelve months. borrowing company. This conversion is carried out via exchange swaps (USD) or cross currency swaps (INR). The currently available bank financing lines do not support financial covenants. The Group's portfolio of confirmed financing lines can be broken down as follows: • Financing lines denominated in euros that can be used partially in foreign currencies at Roquette Frères. • Local financing lines denominated in the local currency of the borrowing company (INR). ROQUETTE RESTRICTED 76 NOTE 23 OTHER CURRENT AND NON-CURRENT LIABILITIES (in thousands of euros) 2022 2023 Social debts 154,706 172,702 Tax debts 27,831 32,841 Fixed asset suppliers 53,636 65,437 Derivative instruments 222,677 61,266 Other accounts payable 190,080 123,031 Other liabilities 648,931 455,278 of which other non-current liabilities 27,939 29,776 of which other current liabilities 620,992 425,503 Derivative instruments are primarily comprised of operations set up decided by the Board of Directors in December 2023 (as in 2022). for the purposes of managing the exchange rate, interest rate and In 2022, it also included a margin call on a non-renewed transaction changes in the price of cereal and energy risks. in 2023. The “Other accounts payable” item consists in particular of a debt Contract liabilities, comprised of advances received from customers, relating to the payment of an interim dividend from Roquette Frères, represent 24 million euros as of December 31, 2023 compared to 17 million euros as of December 31, 2022. NOTE 24 INFORMATION CONCERNING THE MANAGEMENT OF FINANCIAL RISKS 1. Foreign exchange risk management As part of their activities, the Group's companies invoice the The Group has set up a hedge for Roquette Frères and Roquette Asia companies domiciled in their own country. The Group's production Pacific based on the budget and the progress of the contracting. A companies supply the marketing companies with the products sold second hedge, known as systematic hedging, is implemented when locally. Excluding marketing in Asia, the intragroup billing currency foreign currency sales are actually realized. is the local currency of the company billing the end customer or the currency that minimizes its exposure to the exchange risk. This The Group can also proceed with hedging the foreign exchange risk results in that the exchange rate risk is housed at the level of the associated with certain borrowing or loans in foreign currency. The production companies. With regards to sales in Asia, the exchange instruments used are primarily future contracts as well as foreign rate risk is centralized within the Roquette Asia Pacific entity. exchange options. Details on currency derivatives Currency derivative transactions carried out by the Group for the hedging of its commercial or financial operations can be analyzed as follows, in net position per currency: December 31, 2023 2023 (in thousands of euros) < 1 year 1 to 5 years > 5 years Notional Fair value Fair value hedge - - - - - Cash flow hedge 400,135 - - 400,135 3,403 Net investment hedge - - - - - Not qualified for hedging * 424,082 5,393 6,524 436,000 1,374 Foreign-exchange derivatives 824,217 5,393 6,524 836,135 4,777 *Including Cross Currency Swaps A 10% appreciation in currencies compared to the euro would have an impact of -67 million euros on the fair value of the currency derivatives. ROQUETTE RESTRICTED Roquette Group - Financial report 77 2. CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 2022 (in thousands of euros) < 1 year 1 to 5 years > 5 years Notional Fair value Fair value hedge - - - - - Cash flow hedge 544,686 18,664 - 563,350 14,439 Net investment hedge - - - - - Not qualified for hedging* 417,966 34,254 6,795 459,014 11,773 Foreign-exchange derivatives 962,652 52,918 6,795 1,022,364 26,212 *Including Cross Currency Swaps Analysis of the exposure of the turnover to the foreign exchange risk As of December 31, 2023 (in thousands of euros) USD GBP JPY Closing rate 1.1051 0.86893 156.35 Exposure 367,079 146,539 90,365 Hedge 194,427 93,257 55,238 Net position 172,652 53,282 35,127 Exposure is calculated based on the budget for sales in foreign currencies. A 10% depreciation in currencies compared to the euro would have an impact of -24 million euros on the net forecast position. December 31, 2022 (in thousands of euros) USD GBP JPY Closing rate 1.0675 0.88722 140.76 Exposure 451,522 146,525 103,012 Hedge 352,263 120,435 48,945 Net position 99,259 26,090 54,067 2. Interest rate management The Group uses derivative instruments for the purposes of managing the interest rate risk. These are mainly rate swaps and cross-currency rate swaps. The rate derivatives do not benefit from hedge accounting. The tables below show the breakdown of the financial debt between the fixed rate portion and the variable rate portions at year-end: 2022 2023 (in thousands of euros) Variable rate Fixed rate Variable rate Fixed rate Financial debt with regards to financial institutions (inc. short term negotiable debt 466,401 418,758 701,623 365,325 securities) Share 53% 47% 66% 34% Rate 2.30% 3.85% 4.80% 3.69% As the debt and the assets recognized (excluding derivatives) are not recognized at the fair value, it is not necessary to carry out an analysis of the sensitivity to the interest rate risk of these assets. The interest rate derivative instrument portfolio is comprised of the following items: December 31, 2023 2023 (in thousands of euros) < 1 year 1 to 5 years > 5 years Notional Fair value Cross Currency Swaps EUR-INR 3,915 5,393 6,524 15,832 63 Total 3,915 5,393 6,524 15,832 63 ROQUETTE RESTRICTED A change in the rates of 1% would impact the fair value of the rate derivatives by 0.2 million euros. 78 December 31, 2022 2022 (in thousands of euros) < 1 year 1 to 5 years > 5 years Notional Fair value Cross Currency Swaps EUR-INR - 23,555 6,795 30,349 755 Total - 23,555 6,795 30,349 755 3. Managing the risk of the change in the price of cereals The Group's exposure to the risk of a change in the price of cereals is primarily the result of wheat and corn purchases, as well as the sale of products for which the price is highly correlated with the price of cereals. The instruments used are primarily future purchases and options: 2022 2023 Volume Fair Volume Fair (in thousands of euros) (MT) Nominal value (MT) Nominal value Derivatives qualified for hedging Forward purchases 2,075,336 612,994 (34,974) 1,137,951 313,213 (14,191) Forward sales 1,022,534 292,446 16,163 394,352 189,090 11,188 Derivatives not qualified for hedging Forward purchases 218,450 86,286 2,831 15,234,672 107,557 (2,732) Forward sales 92,276 6,216 896 5,636,102 49,405 (593) Options 780,223 189,620 (7,671) 8,940,750 53,033 (168) 4. Managing the risk of the change in the price of energy The Group hedges the price component indexed on the rate for energy for a portion of its energy purchases (natural gas and electricity) and of its transport costs by using primarily swaps and options. 2022 2023 Volume Fair Volume Fair (in thousands of euros) (MWh) Nominal value (MWh) Nominal value Derivatives qualified for hedging Swaps 1,389,073 169,816 (66,148) 779,509 43,652 (14,236) Derivatives not qualified for hedging Swaps 91,631 4,634 (1,101) 99,207 1,087 312 Options 574,736 12,012 2,635 - - - 5. Managing the risk of the change in the price of industrial purchases The Group hedges the price component indexed on the price of metals for a part of its catalyst purchases, as well as polyethylene component of a portion of its container purchases, by using swaps. Details on the nominal amounts are provided hereinbelow. They are converted into thousands of euros based on the price at the end of the period. 2022 2023 Volume Fair Volume Fair (in thousands of euros) (MT) Nominal value (MT) Nominal value Derivatives qualified for hedging 216 4,672 1,051 216 3,893 (573) Derivatives not qualified for hedging - (6) 7 - (4) 4 ROQUETTE RESTRICTED Roquette Group - Financial report 79 2. CONSOLIDATED FINANCIAL STATEMENTS 6. Effects of the hedging accounting on the financial situation and performance The Cash-Flow Hedges (CFH) affect the consolidated financial statements in the following way: Book value of the Change in fair value Notional hedging instruments of the hedging (in thousands of euros) amount of instruments used Except for notionals, presented in the unit related Nature of the hedging the hedging to recognize the to the hedged items instruments instruments Active Liabilities ineffectiveness Exchange Rate Risk (K EUR) Hedging of future sales in currency Exchange forwards 396,653 6,389 2,862 1,212 Hedging of future purchases in currency Exchange forwards 3,482 - 124 19 Cereal Risk (MT) Hedging of future procurement Futures / Forwards / Swaps 1,088,154 788 8,906 - Hedging of future sales Futures / Forwards / Swaps 444,148 10,558 5,437 - Energy Risk (MWh) Hedging of future procurement Futures / Forwards / Swaps 689,525 8,764 22,060 - Hedging of future purchases Futures / Forwards / Swaps 89,984 - 941 - Logistics hedging Futures / Forwards / Swaps - - - - Metals Price Risks (MT) Hedging of future procurement Futures / Forwards / Swaps 216 1 574 - The fair value of financial instruments are included in the items of the balance sheet “Other current and non-current assets” (when the value is an asset, see Note 19) or in “Other current and non-current liabilities” (when the value is a liability, see Note 23). Reserves (in thousands of euros) Cost of hedging Except for notionals, presented in the unit relative to the elements hedged CFH (discount/premium) Exchange rate risk 4,596 (1,193) Cereal Risk (2,997) - Energy Risk (14,236) - Metals Price Risks (573) - In the income statement, the ineffectiveness is recognized in the “Financial result” item (cf. Note 9). The amounts transferred from the CFH reserve in the income statement over the period affect the “Cost of goods sold and external charges” item. Recognition of financial assets and liabilities (Amendment Fair value structure to IFRS 7) All of the financial assets and liabilities recognized at fair value are The Group subscribes to over-the-counter derivatives with first-rate classed in the category level 1 (cf. Note 5 “Judgments, estimates banks as part of agreements that provide for recognizing amounts and significant assumptions”) except for securities and derivative owed and to be received in the event of default of one of the instruments. contracting parties. These conditional recognition agreements do not satisfy the criteria of IAS 32 in order to allow for the recognition Securities are classed in level 2: of derivative asset and liability instruments in the balance sheet. They do fall however within the application scope of the information • The share of derivative asset instruments classified in level 1 to be reported in terms of IFRS 7.13 on the recognition of financial is 28.5 million euros and 16.1 million euros in level 2. assets and liabilities. As such, the effects of the recognition agree- ments are the following: • The share of derivative liability instruments classified in level 1 is 49.5 million euros and 11.2 million euros in level 2. • Net amount of derivative financial instrument assets according to IFRS 7.13: 4.4 million euros. 7. Counterparty risk management • Net amount of derivative financial instrument liabilities according to IFRS 7.13: 20.5 million euros. The Group has to support a counterparty risk with regards to its activity. This risk is primarily circumscribed to the level of customers, These hedging operations are distributed evenly over first-rate suppliers and financial institutions. banking partners. ROQUETTE RESTRICTED 80 Customers In 2022, the Group issued a bond loan in the form of private invest- The Group outsources its customer credit risk. This outsourcing is ment on the US market in order to raise funds in EUR. This private done: bond loan (USPP) was subscribed by 5 investors: • Primarily via recourse to credit insurance. • New-York Life Insurance Company. • Or by using alternative means of security (banks, parent • Prudential Insurance Company of America. company guarantees, etc.). • Alliance Bernstein. Marginally, when it is not possible to outsource, the Group can decide to retain the risk. In this case, the internalization process for • MetLife. the risk is governed by an internal procedure distributed to all of the Group's companies, for which each local Financial Department is the • Macquarie. guarantor for its application. Starting from the reception of the funds following the bond subscrip- As part of its financing policy and in order to maintain a balanced tion, the counterparty risk is no longer supported by the Group. balance sheet structure, the Group has made use of a program of sales of trade receivables (non-recourse) amounting to 70 million Outsourcing the credit risk euros in 2022. The receivables have been derecognized from the As part of its credit risk management activity, the Group outsources balance sheet. This program was not extended in 2023. the customer credit risk to an investment grade credit insurance company. Suppliers As part of its current activities, the Group negotiates deferred All the Group's companies have access to credit insurance. A frame- payment conditions in accordance with the local regulations. The work agreement is in place with Roquette Frères. This framework credit risk is therefore borne by the supplier. agreement is then adjusted, if necessary, according to the local regu- lations that apply within a local contract carried out with each credit In the case of certain purchases (down payment with the order), the insurer in the countries involved. Group handles the credit risk by setting up: • A bank guarantee generally of the first demand form issued to 8. Liquidity risk management the Group. The management of liquidity within the Group is based on central- • A parent company guarantee and even a property transfer if izing the access to the financing market. the supplier is not in a position to provide a bank guarantee. In order to cover its needs for global financing, the Group uses the In addition, as part of significant orders, guarantee withholdings are following instruments: contractualized in order to protect the Group from any defect or malfunction that is not detected immediately when the equipment • Equity injected by shareholders. is received. • Cash flow generated by the operating cycle. Financial institutions The Group has recourse to financial institutions in the following • Bonds issued to US investors (USPP). areas: • Bilateral bank financing lines. The management of cash flow and financing The management of the financial counterparty risk (banks) is • A dedicated depreciable loan for the Qualicaps acquisition. governed by the procedure entitled “Management of bank rela- tions”. The Group's main banks are institutions that supply the • The commercial paper program. financing lines confirmed to the Group. To date, the Group's net debt is comprised of: The Group's financiers are local or international first-rate banks. • Debt primarily issued in euros, debt issued in currency and In 2012, the Group issued a bond loan in the form of private invest- debt issued in euros and immediately converted into foreign ment on the US market in order to raise funds in USD. This private currency. bond loan (USPP) was subscribed to by three US insurance compa- nies. The three investors are: • Gross investments primarily taken out in euros. • New-York Life Insurance Company. • Prudential Insurance Company of America. • Guardian Life Insurance of America. ROQUETTE RESTRICTED Roquette Group - Financial report 81 2. CONSOLIDATED FINANCIAL STATEMENTS NOTE 25 ACCOUNTING CLASSIFICATION AND MARKET VALUE OF THE FINANCIAL INSTRUMENTS Accounting value on the balance sheet of the financial assets and liabilities by accounting category defined by IFRS 9, as well as their fair value: 2023 Breakdown by accounting classification Net Fair Fair value - Amortized cost (in thousands of euros) book value value Hedging instrument (Assets/Liabilities) Securities and Bonds 26,963 25,248 - 1,715 Receivables from equity interests - - - - Long-term investments 28,174 - - 28,174 Deposits and bonds 4,948 - - 4,948 Current and non-current financial assets 60,085 25,248 - 34,837 Derivative instruments – assets 45,118 - 45,118 - Accounts receivable and similar accounts 704,244 - - 704,244 Cash equivalents 49,268 49,268 - - Cash 139,197 139,197 - - Total assets 997,911 213,713 45,118 739,081 Bond issues 336,194 - - 336,194 Bank loans 538,072 - - 538,072 Other financial debts, rent debt - - 375,363 375,363 (IFRS 16), bank overdrafts and accrued interest Current and non-current financial debt 1,249,629 - - 1,249,629 Derivative instruments – liabilities 61,266 - 61,266 - Accounts payable 433,256 - - 433,256 Total liabilities 1,744,152 - 61,266 1,682,886 2022 Breakdown by accounting classification Net book Fair Fair value - Amortized cost (in thousands of euros) value value Hedging instrument (Assets/Liabilities) Securities and Bonds 17,998 16,283 - 1,715 Receivables from equity interests - - - - Long-term investments 181,905 - - 181,905 Deposits and bonds 4,195 - - 4,195 Current and non-current financial assets 204,098 16,283 - 187,815 Derivative instruments – assets 163,333 - 163,333 - Accounts receivable and similar accounts 744,682 - - 744,682 Cash equivalents 92,052 92,052 - - Cash 145,207 145,207 - - Total assets 1,349,372 253,542 163,333 932,497 Bond issues 383,307 - - 383,307 Bank loans 334,624 - - 334,624 Other financial debts, rent debt (IFRS 16), bank overdrafts 390,139 - - 390,139 and accrued interest Current and non-current financial debt 1,108,070 - - 1,108,070 Derivative instruments – liabilities 222,677 - 222,677 - Accounts payable 520,559 - - 520,559 Total liabilities 1,851,306 - 222,677 1,628,629 ROQUETTE RESTRICTED 82 NOTE 26 HEADCOUNT Roquette Group workforce as of December 31: 2022 2023 Europe 4,910 5,536 Americas 1,124 1,596 Greater Asia 1,287 1,709 China 931 935 Headcount 8,252 9,776 The Group's workforce presented below includes 484 temporary workers (447 in 2022). The impact of Qualicaps represents an additional headcount of 1,516, spread across Europe, the Americas, and Greater Asia. NOTE 27 POSSIBLE LIABILITIES, UNRECOGNIZED CONTRACTUAL COMMITMENTS, AND POSSIBLE RISKS 1. Contractual obligations (in thousands of euros) 2022 2023 Various guarantees and other commitments 82,853 50,354 Bank remitted items that are not due 1,592 2,080 Rents to be paid 3,843 3,624 Commitments given 88,288 56,058 Various cautions 10,771 16,457 Rents to be received 10,521 15,680 Commitments received 21,292 32,137 Miscellaneous guarantees and other commitments are down due to the decrease in the bank guarantee set up in 2022 instead of margin call deposits from market activities. Rent commitments The minimum future rents payable or receivable in terms of simple rental contracts as of December 31 are as follows: 2023 < 1 year 2 to 5 years > 6 years Rents to be paid 3,624 601 2,948 75 Rents to be received 15,680 2,255 8,850 4,575 2022 < 1 year 2 to 5 years > 6 years Rents to be paid 3,843 1,318 2,445 80 Rents to be received 10,521 1,480 5,799 3,242 Following the application of IFRS 16, rental commitments to be paid are now recognized on the Group's balance sheet, when these agreements meet the criteria for recognition (see Note 4.5 “Rental Agreements”). Thus, rental commitments to be paid mentioned as an off-balance sheet commitment at the end of 2023, primarily concern agreements with a low value or less than 12 months. 2. Other commitments given Commitments linked to purchases of electrical power The unit price is set via an indexing formula. ROQUETTE RESTRICTED Roquette Frères has agreed to take delivery of and to pay for all of the blocks of electrical power agreed with beforehand with Exeltium As of December 31, 2023, the commitment given by Roquette Frères and in accordance with a supply program. in terms of these purchases of electrical power is estimated to be 29.8 million euros. This program calls for the delivery of electrical power for a period of 15 years starting on May 1, 2010. Roquette Group - Financial report 83 2. CONSOLIDATED FINANCIAL STATEMENTS 3. Other commitments received • On an infinitely subsidiary basis, an order against the former directors and Roquette Frères (defending the rights of Gercap, Commitments linked to CO2 allowances Les Aulnes, and Saphir) to pay them approximately 140 million The order of the Ministry of the Ecological Transition dated euros as compensation for the damage that was incurred by December 10, 2021 sets the amount of emission quotas allocated the abuse of majority. for free for the period 2021-2025. Roquette Frères received emis- sion quotas for 2,681,855 tons of CO2 in terms of PNAQ IV. In a ruling dated January 26, 2018, the Commercial Court of Arras rejected the requesters of all of their requests, purposes, and An order dated August 4, 2022 amended the order dated conclusion. On February 6, 2019, it rejected the plaintiffs' motion December 10, 2021 setting the list of operators of facilities subject to correct clerical errors and omissions on the ruling before it. to authorization for greenhouse gas emissions as well as the amount of emission quotas allocated free of charge for the operators of facil- The requesters appealed the two rulings of January 26, 2018 and ities for which emission quotas are allocated free of charge for the of February 6, 2019. In their submissions on appeal, they increased period 2021-2025. their financial claims to approximately 190 million euros. In a deci- sion dated September 30, 2021, the Douai Court of Appeals rejected The number of allowances allocated free of charge is now adapted all of the above claims. However, it ruled that the transfer to the to the annual change in the activity levels of the sites. In the event Extraordinary General Shareholders' Meeting of Roquette Frères on of a variation of +/-15% in the level of activity based on the heat December 2, 2011, which also approved the mergers, of the opinion used, the quotas allocated free of charge are revised upwards or of the Roquette Frères central works council on October 21, 2011 downwards the following year. in favor of the mergers, had not been formally demonstrated. The Court invited Roquette Frères to rectify the situation within a period Once again this year, our plants in Vecquemont and Vic-sur-Aisne, of six months, by calling a Roquette Frères shareholders' meeting to France underwent an adjustment of their allocations based on the decide again - given the aforementioned favorable opinion of the declarations of activity levels. The Vecquemont plant saw its 2023 Central Works Council - on the resolutions approved on December 2, free allocations drop by 7% compared to 2022 due to the decline 2011. It set a hearing for June 30, 2022 to examine the procedures in its business. The Vic-sur-Aisne plant also saw its 2023 free allo- completed and to rule on the invalidity of said meeting. cations fall by 8% compared to 2022, due to the drop in the pea protein business. At the extraordinary general shareholders' meeting called by Roquette Frères to proceed with this rectification, which was held Taking these adjustments into account, the number of allow- on December 3, 2021, the two-thirds majority required for this ances still to be received from the State under the PNAQ IV is purpose was not reached. The regularization was proposed again 1,065,310 tons. to the shareholders at the General Shareholders' Meeting on April 8, 2022 and was adopted by the required majority at that meeting. Greenhouse gas emissions are estimated at 690,000 tons per year. By a second ruling on October 6, 2022, the Court reopened the Unused credit lines proceedings because of a procedural error without ruling on the The amount of unused credit lines amounts to 867 million euros at merits. In a ruling dated March 30, 2023, the Court dismissed all the the end of the financial period. claims, considering in particular that the statute of limitations for the claim for nullity of the Roquette Frères General Shareholders' Meeting held on December 2, 2011 had run. 4. Lawsuits and disputes The plaintiffs submitted an appeal against the decisions dated Shareholding dispute September 30, 2021 and March 30, 2023, the first of which was also In May 2012, Roquette Frères was sued by some of its shareholders appealed by Roquette Frères. The Court of Cassation is expected to before the Commercial Court of Arras. On the Roquette Frères side, rule on these appeals in May 2024. also sued were former directors of the companies Sager, Gercap and Les Aulnes. At the same time, by summonses dated September 29, 2022 and October 7, 2022, certain appellants filed a suit against Roquette After initially soliciting the cancellation of the EGM of Sager on Frères before the Commercial Court of Lille seeking to have the December 2, 2011 during which the merger-absorption of Sager by regularization adopted by the General Shareholders' Meeting on Roquette Frères was voted (“the EGM”), the requesters formulated April 8, 2022 nullified. They are requesting a stay of proceedings requests for indemnities against the former directors. On June 24, pending the ruling of the Court of Cassation. It should also be noted 2017, the requesters terminated their conclusions and solicited: that Roquette Frères filed a so-called “right of recourse” lawsuit against the former directors (or their successors) of the companies • In principal, the cancellation of the EGM due to various irregu- Saphir, Gercap, and Les Aulnes in order to obtain compensation for larities and the re-registration of Sager. Roquette Frères if it has a ruling handed down against it. This lawsuit has been stayed pending the outcome of the proceedings pending • On a subsidiary basis, the cancellation of the resolutions voted before the Douai Court of Appeals. during the EGM for abuse of majority and the re-registration of Sager. • On a very subsidiary basis, an order against the former direc- tors and Roquette Frères (defending the rights of Gercap, Les Aulnes, and Saphir) to remit them with Roquette Frères shares ROQUETTE RESTRICTED as compensation for the damage that was incurred by the abuse of majority. 84 5. Possible risks Co-contractor claims Canada The Group signed an agreement as part of the construction of These items have no impact on the financial statements. the Portage La Prairie, Manitoba plant. As a result, Roquette is in dispute with its co-contractor which involves claims and demands The Group is not aware of any other significant risks to be disclosed. between the parties. The Group's claims and defense against the co-contractor's claims are deemed to be reasonable. A resolution to this dispute is expected in the second half of 2024. NOTE 28 TRANSACTIONS WITH RELATED PARTIES 1. Subsidiaries and affiliates The list of the Group's subsidiaries and affiliates is provided in Note 30. The transactions between the parent company and its subsidiaries as well as those between the subsidiaries are eliminated during the consolidation. For companies accounted for using the equity method, the main transactions carried out, as well as the receivables and the debt with regards to the latter are as follows: (in thousands of euros) 2022 2023 Balance Sheet Current accounts 7,384 6,912 Trade and other receivables 46 50 Accounts payable and similar accounts 206 75 Income statement Turnover 445 579 Cost of goods sold and external charges (6,041) (6,054) In 2022 and 2023, the transactions with related parties primarily concern the Ecogi entity. 2. Compensation of the members of the Executive Committee and the Board of Directors Compensation policy The remuneration of the Chairman and the CEO is determined by the Board of Directors upon recommendation of the Appointments and Remuneration Committee (ARC). The compensation of the other members of the Executive Committee is set by the General Manager with the opinion of the ARC. Detail on compensation paid (in thousands of euros) 2022 2023 Fixed remuneration 3,610 4,430 Variable remuneration 1,541 3,798 Termination benefits - 1,270 Employer contributions 2,410 3,545 Compensation paid to directors 382 470 Total 7,943 13,513 ROQUETTE RESTRICTED Roquette Group - Financial report 85 2. CONSOLIDATED FINANCIAL STATEMENTS 2023 was marked by the following events: two additional members • In 2023, the “long-term incentive plan” (LTI) covering the period on the Executive Committee, the departure of one member due to from 2020 to 2022, matured. The performance conditions business reasons, and the acquisition of Qualicaps. These events achieved resulted in slightly higher payments to beneficiaries have an upward impact on the total fixed and variable remuneration than in the previous year. In addition, the departure of one and employer contributions for 2023. of the beneficiaries resulted in the immediate payment of 2021 and 2022 LTI plans on a pro rata basis for time worked The members of the Executive Committee are provided with a over these periods, and in accordance with the regulations company car. governing this plan. Each member of the Executive Committee working in France bene- • Exceptional bonuses linked to the completion of the acquisition fits from a supplementary retirement scheme (Article 83) for which in October 2023. the company pays 2.35% of the gross wages (fixed and variable), just as it does for executives. Post-employment contract benefits are primarily comprised of indemnities paid upon termination of the employment contract Variable compensation includes: and retirement benefits. There was one departure during the 2023 financial year. • Short-term variable compensation: most of the amount is based on the Group's performance. The one for the year 2022 resulted in the payment in 2023 of amounts higher than the previous year, in line with the very good results for the year 2022. NOTE 29 EVENTS AFTER THE CLOSING No significant event after the closing has been identified. NOTE 30 LIST OF CONSOLIDATED SUBSIDIARIES List of consolidated companies % of interest Entity Country 2022 Variation 2023 Roquette Frères France 100.0% - 100.0% ABR Foods Great Britain 100.0% - 100.0% Alliance Gums & Industries (A.G.I.) France 100.0% - 100.0% Crest Cellulose India 100.0% - 100.0% Guangxi Nanning Chemical Pharmaceutical China 90.5% - 90.5% Immoroc France 100.0% - 100.0% Itacel Farmoquimica Brazil 100.0% - 100.0% Lianyungang Jie Neng New Energy Co China 100.0% - 100.0% PlantTec Medical Germany 95.0% -95.0% - RGCA France 100.0% - 100.0% Roquette Ventures (ex Roquette 3) France 100.0% - 100.0% Roquette 4 France 100.0% - 100.0% Roquette America United States 100.0% - 100.0% Roquette America Services * United States 100.0% -100.0% - Roquette Amilina Lithuania 78.6% 21.1% 99.7% Roquette Asia Pacific Singapore 100.0% - 100.0% Roquette Belgium Belgium 100.0% - 100.0% Roquette Biotech Nutritionals China 100.0% - 100.0% Roquette Canada Canada 100.0% - 100.0% Roquette CH Switzerland 100.0% - 100.0% ROQUETTE RESTRICTED Roquette China China 100.0% - 100.0% Roquette Corby United Kingdom 100.0% - 100.0% Roquette GmbH Germany 100.0% - 100.0% Roquette Italia Italy 100.0% - 100.0% Roquette Japan Japan 100.0% - 100.0% 86 % of interest Entity Country 2022 Variation 2023 Roquette Klötze Germany 100.0% -100.0% - Roquette Korea South Korea 100.0% - 100.0% Roquette Laisa Spain 98.6% - 98.6% Roquette Malause France 100.0% - 100.0% Roquette Malaysia Malaysia 100.0% - 100.0% Roquette Management (Shanghai) China 100.0% - 100.0% Roquette Mexico Mexico 100.0% - 100.0% Roquette Netherlands Netherlands 100.0% - 100.0% Roquette Nordica Finland 100.0% - 100.0% Roquette Philippines Philippines 100.0% - 100.0% Roquette Poland Poland 100.0% - 100.0% Roquette Properties (R.P.I.) United States 100.0% - 100.0% Roquette Re Luxembourg 100.0% - 100.0% Roquette India India 100.0% - 100.0% Roquette RUS Russia 100.0% - 100.0% Roquette Sales Shanghai China 100.0% - 100.0 % Roquette Siladour France 100.0% - 100.0% Roquette Singapore Singapore 100.0% - 100.0% Roquette Taiwan Taiwan 100.0% - 100.0% Roquette Thailand Thailand 100.0% - 100.0% Roquette TPP B.V. Netherlands 100.0% - 100.0% Roquette UK Great Britain 100.0% - 100.0% Roquette Vietnam Vietnam 100.0% - 100.0% Sethness Product Company United States 100.0% - 100.0% Sethness Roquette India India 100.0% - 100.0% Sethness Roquette France 100.0% - 100.0% Sethness Roquette Food Ingredients China 100.0% - 100.0% Viadène France 100.0% - 100.0% Qualicaps Japan Japan - 100.0% 100.0% Qualicaps Europe (Spain) Spain - 100.0% 100.0% Qualicaps Inc. USA United States - 100.0% 100.0% Genix Industria Farmaceutica Brazil - 100.0% 100.0% Qualicaps Romania Romania - 100.0% 100.0% Technophar Equipment and Services Romania Romania - 100.0% 100.0% Technophar Equipment and Services Canada Canada - 100.0% 100.0% *Roquette America Services merged into Roquette America on January 1, 2023. List of companies consolidated using the equity method (EM) % of interest Entity Country 2022 Variation 2023 Ecogi France 40.0% - 40.0% Clean Max Energy India 26.0% - 26.0% NxtFood France 50.0% - 50.0% Solazyme Roquette Nutritionals United States 50.0% - 50.0% ROQUETTE RESTRICTED Roquette Group - Financial report 87 2. CONSOLIDATED FINANCIAL STATEMENTS AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS KPMG SA Deloitte & Associés 36 rue Eugène Jacquet 78 rue de la chaude Rivière 59705 Marcq-en-Baroeul 59800 Lille Roquette Frères A public limited company [Société Anonyme] 1, rue de la Haute Loge 62136 Lestrem Auditors’ Report on the Consolidated Financial Statements Financial year ended December 31, 2023 To the General Shareholders' Meeting of Roquette Frères Opinion In performing the task entrusted to us by the General Shareholders' Meeting, we audited the consolidated financial statements of Roquette Frères for the financial year ended December 31, 2023, as attached to this report. In our opinion, the consolidated financial statements give a true and fair view of the results of operations for the year ended and of the finan- cial position and assets and liabilities of the Group as of the end of the year, in accordance with International Financial Reporting Standards as adopted by the European Union. Basis for our opinion Audit standards We conducted our audit in accordance with professional standards applicable in France. We believe that the information we have obtained is sufficient and appropriate to provide a basis for our opinion. Our responsibilities under these standards are set out in the “Statutory Auditors' Responsibilities in the Audit of the Consolidated Financial Statements” section of this report. Independence We conducted our audit in accordance with the independence rules set out in the French Commercial Code and in the Code of Ethics for Statutory Auditors for the period from January 1, 2023 to the date our report was issued. ROQUETTE RESTRICTED 88 Basis for our assessments In accordance with the requirements of Articles L.821-53 and R.821-180 of the French Commercial Code relating to the basis for our assess- ments, we would like to draw your attention to the following assessments which, in our professional opinion, were the most significant for the audit of the consolidated financial statements for the year. These assessments were made in the context of our audit of the consolidated annual financial statements taken as a whole and in forming the opinion expressed above. We did not express any opinion on individual items in these consolidated financial statements. Note 4.7 “Impairment of fixed assets” and Note 5 “Judgments, estimates and significant assumptions” set out the accounting policies relating to the risk of impairment of goodwill and tangible and intangible fixed assets. Our work consisted in verifying the appropriateness of the accounting methods used, the data and assumptions made, the estimates made by management, as well as the documents provided and the resulting assessments. In addition, we ensured that Note 14 “Impairment tests on goodwill and other non-financial assets” provides appropriate disclosure. Specific verifications We also performed, in accordance with professional standards applicable in France, the specific verifications required by French laws and regulations on the disclosures relating to the Group as given in the Board of Director’s management report. We have no matters to report as to the fair presentation and the consistency of these disclosures with the consolidated financial statements. We confirm that the consolidated non-financial performance statement provided for by Article L.225-102-1 of the French Commercial Code appears in the financial information contained in the Group management report, on the understanding that, pursuant to the provisions of Article L.823-10 of this Code, we have not verified the information contained in this declaration in terms of its truthfulness or consistency with the consolidated financial statements and it must be subject to a report by an independent third party organization. Responsibilities of management and those charged with corporate governance with respect to the consolidated annual financial statements Management is responsible for preparing consolidated financial statements that give a true and fair view in accordance with IFRS as adopted by the European Union, and for implementing the internal control procedures that it deems necessary for preparing consolidated financial statements that are free from material misstatement, whether due to fraud or error. When producing the consolidated financial statements, it is Management’s responsibility to assess the company's ability to continue operating as a going concern and to present in these accounts, where applicable, the necessary information relative to ongoing operations and to apply the accounting policy for a going concern, unless there are plans to liquidate the company or wind up its activities. These statements were approved by the Board of Directors. Statutory Auditors' responsibilities relating to auditing the consolidated financial statements Our role is to issue a report on the consolidated financial statements. Our objective is to obtain a reasonable assurance that the consolidated financial statements taken as a whole are free from material misstatement. Reasonable assurance is a high level of assurance but does not guarantee that an audit conducted in accordance with professional standards will always detect every material misstatement, when one exists. Misstatements may arise from fraud or error and are deemed material when it is reasonable to expect that they could, individually or in the aggregate, influence the economic decisions that users of the financial statements make based on them. As specified by Article L 821-55 of the French Commercial Code, our certification does not consist of guaranteeing the viability or the quality of your company's management. As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises professional judgment throughout the audit. In addition: • They identify and assess the risks of material misstatement in the consolidated financial statements, whether due to fraud or error, devise and perform audit procedures to address those risks, and gather audit evidence that they deem sufficient and appropriate to provide a basis for their 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 circumvention of internal controls. • They acquaint themselves with the internal controls relevant to the audit in order to design audit procedures that are appropriate under ROQUETTE RESTRICTED the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal controls. Roquette Group - Financial report 89 2. CONSOLIDATED FINANCIAL STATEMENTS • The auditor evaluates the appropriateness of the accounting policies used and the reasonableness of accounting estimates and related disclosures made by management in the consolidated financial statements. • The auditor assesses the appropriateness of management’s 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 company’s ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of their audit report. However, future events or conditions may cause the company to cease to continue as a going concern. If the statutory auditor concludes that a material uncertainty exists, the auditor draws readers’ attention in the audit report to the related disclosures in the consolidated financial statements or, if such disclosures are not provided or are inadequate, the auditor may certify the financial statements with reservations or may refuse to certify them. • The auditor evaluates the overall presentation of the consolidated financial statements and whether they represent the underlying trans- actions and events in a manner that achieves fair presentation. • Concerning financial disclosures of persons or entities included in the scope of the consolidation, the auditor gathers evidence they believe is sufficient and appropriate to express an opinion on the consolidated financial statements. The auditor is responsible for managing, supervising, and performing the audit on the consolidated financial statements as well as the opinion expressed on them. Marcq-en-Barœul and Lille, on March 20, 2024 Statutory auditors KPMG SA Deloitte & Associés Laurent Prevost Édouard Lhomme ROQUETTE RESTRICTED 90 ROQUETTE RESTRICTED Roquette Group - Financial report 91 |