FY2023_Consolidated financial statement

FINANCIAL 

REPORT

Roquette Group

Year ended 31 December 2023

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 Group - Financial report ⁰³

MANAGEMENT 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

•      Appendices to the Roquette Group’s  non-financial performance statement Page 44

05

06

07

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 collaborates with our customers and partners to design and offer ingredients to better feed and cure people As a global leader in plant-based ingredients, a pioneer in new plant proteins and a major supplier of pharmaceutical excipients, the Group addresses current and future societal challenges by unlocking the potential of nature to provide the best ingredients for food, nutrition, and health markets

2023 was marked by a significant downturn in economic activity worldwide, mainly due to persistent inflation and the impact of the energy crisis Although inflation has shown signs of easing, it remains at high levels and has led to a decline in activity in the food, animal nutrition, and industrial sectors Europe was hit particularly hard by this difficult economic situation, which resulted in a decline in exports and under-utilization of production capacity in the starch industry

Despite these macroeconomic pressures, the Group capitalized on the strength of its business model and the responsiveness and commitment of its teams to continue developing its strategic objectives through its key segments:

Core Ingredients

• Early 2023 saw the beginnings of a decline in volumes shipped This trend gradually increased throughout the period, resulting in a historic decline in volumes during the year, mainly in Europe At the same time, this shift was largely offset by implementing an adjusted, effective pricing policy that the Group introduced during the negotiations at the end of 2022 However, unfavorable market dynamics put pressure on sales prices towards the end of 2023

• The Group places great importance on innovation and close collaboration with its customers To meet consumer demand for healthier, more sustainable food, Roquette opened a Food Innovation Center in Lestrem, France in June 2023 This 5 million euros investment highlights the group's capacity for innovation and its extensive know-how and expertise It's also an important step in positioning Roquette as a trusted partner in the food industry

• In addition, a new Customer Experience Center was also opened in Singapore in July 2023 as a collaborative hub with the region's food companies to leverage innovations with Asian cooking methods Asia is now the world's largest consumer food market and this facility will enable the Group to consolidate its leadership as a strategic partner by promoting the co-creation and development of products tailored to this region's consumer preferences

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 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

• The plant-based protein market is extremely competitive, with a significant increase in the number of stakeholders and available capacity, resulting in strong pressure on sales prices In order to keep the Group's strong position, it is essential to develop specialties and innovate A number of new ingredients were added to the Group's range in 2023 and a partnership was formed with DAIZ Inc, a Japanese FoodTech start-up developing technology to improve the texture, flavor, and nutritional profile of plant-based foods

Pharmaceutical Solutions

• After a remarkable recovery in 2022, linked to the resurgence of post-Covid-19 seasonal illnesses, demand for ingredients in the traditional pharmaceutical solutions market (prescription drugs, over-the-counter drugs, and injectable solutions) continues to grow stronger in 2023 This rebound offsets the halt in sales of excipients for Covid-19 vaccines and reflects the diversity and balance of the Group's ingredients portfolio

• In April 2023, a pharmaceutical innovation center was opened in Pennsylvania in the heart of the US pharmaceutical corridor This strategic 25 million euros investment reinforces the Group's industry-leading position in pharmaceutical markets and will advance research into oral prescription drug delivery systems and nutraceutical active pharmaceutical ingredients

• In October 2023, the Group strengthened its global position in the pharmaceutical industry by finalizing the acquisition of Qualicaps, a global supplier of capsules and pharmaceutical equipment, also the world's third-largest supplier of oral pharmaceutical solutions The company was part of the Mitsubishi Chemical Group and employs more than 1,400 permanent employees based in various locations in Asia, Europe, and America With this acquisition, Roquette aims to increase its ability to serve customers and the market with high-quality solutions and a broader choice The new combined entity will offer more diverse solutions with a full range of hard and soft capsules, fillers, diluents and binders, disintegrants, and other solutions

From an operational point of view, the Group initiated an ambitious competitiveness program for the entire Group In addition, the Group's operations were affected at the beginning of the year by strikes against pension reform in France and by the implementation of the last key stage of the SAP “Symphony” ERP, which took place as scheduled in January 2023 at the Group's largest site in Lestrem, France The “Symphony” project is an essential tool for implementing the Group's strategy to meet customer expectations, by fundamentally transforming business processes, standardizing practices worldwide, formalizing know-how, and improving the

IT system

The Group's business model, which operates in the food, nutrition, and health markets, is presented in the non-financial performance statement (Note 8) It describes how the Group creates and maintains value over the long term, presenting its overall business and operations in interaction with the broader business environment

Turnover

Turnover amounted to 499 billion euros in 2023, down 26% compared to 2022 This decline is due to lower sales volumes (as shown by the drop in tons of crushed raw materials described below) This trend was offset by increases in sales prices on all products, particularly specialty products and certain commodity products such as liquid sugars

Current operating income

Current operating income stands at 345 million euros, down 118% compared to 2022 It represents 69% of turnover in 2023, compared to 76% in 2022 Operating profitability was hampered by rising fixed costs against a backdrop of declining turnover

Operating income

Operating income is comprised of current operating income and non-recurring items

For the 2023 financial year, non-recurring items amounted to -4 million euros They mainly include the capital gains on the sale of 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 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

Financial result

The financial result is primarily comprised of the cost of net financial debt for -33 million euros, other financial income, and expenses for -1 million euros and the foreign exchange results and financial instruments for +4 million euros

The financial result rose over the financial year with two key effects: firstly, a 17 million euro increase in the cost of debt (general rise in interest rates, effect of the new USPP loan and effect of the loan linked to the Qualicaps acquisition) and, secondly, the effect of positive changes in non-qualified hedging instruments on commodities and energy during the 2023 financial year (the global markets context at the end of 2022 was bearish, leading to negative values on hedges)

Income from companies accounted for by the equity method

In 2023, the results of companies accounted for using the equity method amounted to -6 million euros which is down 2 million euros compared to 2022

Income tax

The increase in the tax expense compared to 2022 is mainly due to two effects: firstly, the non-recognition of deferred tax assets on losses incurred by Roquette Canada over the financial year due to a lack of sufficient prospects, and, secondly, the effects of the tax audit in France on Roquette Frères

09

Activity by geographical locations of the Group entities (Year 2023)

European Entities

The European entities generated sales of 351 billion euros in 2023 compared to 363 billion euros in 2022 Price negotiations at the end of 2022, conducted in a favorable market, enabled us to implement an effective sales strategy and offset rising costs and the sharp drop in volumes with significant price increases However, this momentum slowed down at the end of the year under unfavorable market pressure

Pharmaceuticals sales were up on seasonal illness products, offsetting the discontinuation of sales of excipients for Covid-19 vaccines When it comes to plant-based proteins, while volumes with new customers are increasing, the fiercely competitive market environment is weighing on sales prices, and does not make it possible to offset the impact of rising costs, especially energy

As a result, sales price increases, which gradually subsided, helped to cope with the still high variable costs (raw materials, energy, chemicals, transport, and logistics) and the effects of inflation on operating expenses (personnel expenses, digital costs, maintenance, etc) The current operating margin rate therefore reached 94% of turnover compared to 104% in 2022 The European entities still contribute the most to the Group's net profit

American Entities

The turnover for the American entities amounted to 876 million euros, down 33% compared to 2022 The decrease in turnover is the result of more moderate market demand, an unfavorable product mix, and operational problems at our factories Despite these challenges, a strict trade discipline effectively offset the rising raw materials costs and other adverse factors, resulting in improved margins compared to 2022 Despite a slowdown in sales, the Pharmaceutical Solutions and Food segments reported higher margins

The region has prioritized optimizing the need for working capital to preserve its liquidity It successfully executed a recovery strategy for the Itacel entity in Brazil, with significant improvements in production volume and a restoration of margins

The downturn in demand for pea proteins led to a reduction in production at the Canadian plant and a significant loss in current operating income The plant is now focusing on preserving its operational integrity and adjusting its operating costs to its expected level of business in order to be ready for a potential market rebound

Chinese Entities

Price increases have offset variable costs, especially for waxy maize While turnover in foreign currencies is up, turnover in euros is impacted by an unfavorable exchange rate effect, amounting to 380 million euros compared to 396 million euros in 2022 Thus, the activities of the Chinese entities benefited from a significant improvement in profitability in 2023

The Chinese teams are working on innovation projects in close collaboration with local strategic customers to strengthen their market position and accelerate product launches on the local market

Greater Asia Entities

The Greater Asia zone covers Asia excluding China

The contribution to the Group’s turnover from Greater Asia entities amounted to 711 million euros, compared to 746 million euros in 2022 The decrease in revenue was largely due to lower volumes, coupled with the effects of currency volatility and higher variable costs The region experienced volume and price constraints, in a highly competitive environment, while many customers continue to have high inventory levels The increase in variable costs, stemming largely from raw materials, transport, and energy costs, was seen across all product lines, strongly impacting Roquette India's performance

Growth in specialty products, coupled with new contracts, projects, and partnerships are key to the India and Singapore teams' continued growth in the Greater Asia region

At the end of December 2023, crushing was down sharply compared to the previous year and amounted to 568 million tons Corn remains the Group's main raw material and represents 64% of the raw material crushed

Wheat crushing in France and Lithuania is also down 16%

Peas are down 18% compared to 2022 and account for 2% of the 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

The starting and ending potato campaign dates for the last three years are:

• 2021 – 2022: September 14, 2021 to February 3, 2022

• 2022 – 2023: September 20, 2022 to December 30, 2022

• 2023 – 2024: September 26, 2023 to January 6, 2024

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”)

Physical investments on intangible fixed assets (9 million euros) and tangible fixed assets (232 million euros) can be broken down as follows:

Physical investments (including right of use of assets taken as rentals) stand at 241 million euros, which is an increase of 2 million euros compared to 2022 The majority of physical investments are made in Europe, accounting for 66% of the Group's total

Physical investments in Europe represented 158 million euros:

• The main business investment projects in 2023 concern the installation of packaging equipment in Lestrem, France, for the pharmaceutical industry, the completion of the second textured plant-based protein production line in Horst, Netherlands, and a project to increase modified starch capacity in Benifaio, Spain

• In addition, investments related to operations focused on reliability and energy performance projects, such as the continued deployment of the mechanical steam recompression project and the energy supply continuity plan at Lestrem, France; maintenance of the cogeneration unit at Benifaio, Spain, or projects such as improving the dehydration process in Panevezys, Lithuania; making production more reliable and complying with quality requirements for BetaCycloDextrin in Lestrem, France; as well as smaller maintenance investments managed by local technical teams

• Digital investments, representing 13 million euros in 2023, primarily relate to finalizing the “Symphony” project and stabilizing the SAP solution, as well as preparing for deployment in the United States, Japan, and Mexico

• Capitalized rental agreements (IFRS16) mainly include supply chain agreements (raw materials transport wagons and storage warehouses)

Investments in the Americas accounted for 20% of the Group's investments in 2023 (49 million euros) In Canada, since the plant was commissioned, investments have been limited, and in 2023 focused on water treatment and the temporary solution installed on the boilers In the United States, investments focused on commissioning new starch milk tanks to boost production, the Keokuk coal phase-out project, and equipping the Philadelphia Center for Applied Science in the pharmaceutical industry Investments in Brazil focused on automating a microcrystalline cellulose packaging line and implementing a compliance and quality improvement plan Finally, 15 million euros were invested in operations to maintain facilities, improve safety, and enhance productivity

In China, investments primarily related to completing the investment to increase food starch production capacity in Lianyungang which began in 2020, investments in productivity and site upgrades, especially at the Nanning (including a new quality laboratory) and Lianyungang sites, and the renewal of capitalized rental agreements for sales offices

In Greater Asia, investments are mainly focused on maintaining facilities, ensuring safety, and continuing the upgrading of Indian sites that began several years ago, including wastewater recycling projects The plant in Sethness, India has also benefited from an expansion project

Working capital requirements (WCR)

The working capital requirement represents 172% of sales in 2023 compared to 138% in 2022 Over the financial year, turnover fell slightly while working capital requirements rose due to an increase in the value of inventories (+61 million euros), linked to higher input costs (raw materials, energy, and fixed costs), and a decrease in accounts payable at the end of the year (linked to the more marked downturn in business at the end of the year) Given this context, the Group focused in particular on monitoring its working capital requirements to ensure that its investment capacity was not compromised

Net debt

The Group has a net debt situation of 103 billion euros compared to 689 million euros as of December 31, 2022 This increase in net debt was mainly due to the acquisition of Qualicaps in October Excluding this acquisition, operational performance led to a reduction in net debt

3. Financial performance indicators

The company's financial performance is analyzed based on the following indicators:

Operating profitability indicator (current operating income relative to sales)

Current operating income stands at 345 million euros, representing 69% of turnover in 2023 compared to 76% in 2022 This ratio is decreasing compared to 2022 in line with the decline in operational performance A decline in volumes was observed from the outset of the year and was particularly marked in the final quarter This decrease in volume has impacted the absorption of fixed costs, resulting in significant under-activity impacts on the financial statements

Financial structure indicator (equity and provisions less fixed assets)

This indicator stands at -174 million euros in 2023 compared to +19 million euros in 2022 This indicator was particularly impacted by the acquisition of Qualicaps which increased fixed assets by 383 million euros Equity increased thanks to net income, net of dividends and the negative impact of exchange rates on equity

Return on equity indicator (net profit relative to average equity)

In order to best reflect the Group's structural performance, this indicator is calculated by restating the impact (in net income and in average equity) of the isolated “unusual” items on the “Non-recurring items” line on the income statement, or included in other lines, in particular “Income tax”

This indicator stands at 77% in 2023 compared to 100% in 2022 The change in this indicator is explained by a very high net income excluding non-recurring items in 2022

Financial debt indicator (net financial debt relative to equity)

The Group has a financial debt ratio of 380% as of December 31, 2023 compared to 265% 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 investments in a balanced and prudent manner

NOTE 2

4. Outlook

Activity

In 2024, the Group will pay particular attention to developing its specialty markets, especially with the integration of the Qualicaps product range, and to its market positions in commodity segments Building on 2023, the Group will continue to accelerate its sustainable development initiatives and competitiveness program

Events after the closing

No significant other event after the closing has been identified

1. Activity

Building on 2022, 2023 was marked by high inflation in both variable and operating costs as a result of a tense geopolitical climate

Against this backdrop, turnover rose very slightly by 04% to 292 million euros, thanks in particular to a relevant sales policy despite a sharp drop in volumes sold (-22%)

 The commodities market in Europe (paper-cardboard and food markets) is the one that has benefited most from significant price increases (starches, sugars, etc)

 The pharmaceutical solutions market continues to see stronger demand for the traditional market (prescription drugs, over-thecounter drugs, and injectable solutions), largely offsetting the discontinuation of sales of excipients for Covid-19 vaccines

 The plant-based protein market suffered from rising costs and falling demand

Nevertheless, and despite high sales prices, operating income is down 177% at 166 million euros compared to 202 million euros in 2022

The financial result stands at -11 million euros compared to -289 million euros in 2022 This result can be explained primarily by the following elements:

• In accordance with the accounting rules and methods, securities undergo an impairment test every year by comparing their gross value and their use value The latter is measured based on the subsidiaries' equity (used for the Group's financial consolidation under IFRS) converted into euros, which may include, where appropriate, asset write-downs following impairment tests carried out at consolidated level Over the financial year, this method resulted in a net provision and impairment charge of 82 million euros, mainly explained by the depreciation of the shares of the Roquette Canada subsidiary for 82 million euros It should be noted that the Roquette Klötze and BPS GmbH shares were sold in April 2023 resulting in a capital loss of 5 million euros Over the past financial years, these shares had been subject to depreciation, which was reversed at the time of this sale in the financial result

• As a reminder, the 2022 financial year was impacted by a net provision and impairment charge of 310 million euros, mainly due to the depreciation of shares in the Roquette Canada subsidiary for 355 million euros

• The dividends received from subsidiaries are increasing (33 million euros in 2023 compared to 10 million euros in 2022) Amilina (11 million euros) and Roquette Italy (10 million euros) paid dividends in 2023, whereas they did not in 2022

The exceptional result amounted to -01 million euros compared to -35 million euros in 2022 Over the financial year, the main components of this result are regulated provisions, whose net expense improved by 30 million euros compared to 2022 Exceptional income was also recognized in 2023 as a result of an increase in the remuneration of Roquette Frères intangible assets granted to the Singaporean company RAPAC, as a result of the conclusions of the tax audit covering the financial years 2019 to 2021

In 2023, the corporate tax rate was 2583% like in 2022

The net result of the company thus stands at 103 million euros in

2023, compared to -181 million euros in 2022

3.  Key performance indicators of a financial nature

The company's financial performance is analyzed based on the following indicators:

Operating profitability indicator (operating income relative to turnover)

This indicator was 57% in 2023 compared to 69% in 2022 The decrease in performance is explained in the paragraph concerning the activity

Return on profitability indicator (pre-tax profit relative to equity)

This indicator stands at 63% in 2023 compared to -77% in 2022 The change in this indicator is primarily explained by the significant decline in financial income in 2022, a highly volatile aggregate, as explained in the paragraph relating to activity

Financial structure indicator (equity and provisions for risks and charges less fixed assets)

This indicator stands at -102 billion euros in 2023 compared to -787 million euros in 2022 The increase in fixed assets is mainly due to the acquisition of Qualicaps in October 2023 for 297 million euros (gross value of securities)

Financial debt indicator (gross financial debt to third parties divided by equity)

The financial debt indicator is 53% as of December 31, 2023 compared to 44% as of December 31, 2022 Over the financial year, the increase in financial debt (particularly linked to the new Qualicaps loan used to finance this acquisition) was limited by the increase in Group companies’ deposits in the company (acting as a cash center) and the sale of long-term investments

4.  Activity and results of the company’s main subsidiaries

The activity indicators and the results commented on below come from financial statements drawn up for the 2023 financial year in accordance with the IFRS (International Financial Reporting Standards) reference standard

Europe

The turnover of Roquette Italia in 2023 stands at 555 million euros, down 7% compared to 2022 The company’s variable cost margin decreased due to the combined effect of several factors Following the sharp increase in gas costs and the limited availability of waxy corn on the market, the entity had to increase its sales prices, resulting in a decrease in the quantities sold, which was also penalized by the downturn in the markets finished products At the end of 2023, the financial performance of native starch products fell very sharply compared to 2022, as did dextrose and fermentation products Very strict control of fixed costs and the support received from the Italian government through the energy tax credit facility helped to limit the negative impact on the current operating income, which reached 13 million euros in 2023 compared to 58 million euros in 2022

In 2023, even though the plant in Benifaio, Spain posted a low level of business, profitability was only slightly down compared to 2022 It was a mixed year in terms of results, notably due to the gradual decline in sales prices (particularly on native starch products and sugars) during the second half of the year Against this backdrop, Roquette Laisa’s  turnover stood at 387 million euros, down 6% compared to 2022 due to lower prices and volumes In fact, the company’s operating income stands at 39 million euros in 2023, compared to 43 million euros in 2022

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 products Despite these difficulties, performance was robust in 2023, 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

Americas

Roquette America’s turnover amounted to 765 million dollars, down 2% compared to 2022 Keokuk's production was down due to operational difficulties and issues However, lower volumes and higher costs were effectively offset by the sales strategy, enabling improved margins and overall performance by 2023 As a result, current operating income is 10 million dollars compared to -11 million dollars in 2022

China

Roquette China's turnover stands at 228 billion RMB, up by 3% compared to 2022 mainly due to the increase in sales prices as a result of higher costs Raw materials and energy costs are a major issue for the company, which has seen prices stabilize since 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

India

In the wake of lower margins in the second half of 2022, 2023 saw a significant reduction in Roquette India’s operating income Lower prices for raw materials and weak demand for premium products were not conducive to price increases As a result, most of the increase in variable costs was not reflected in sales prices and resulted in lower profitability Yields were adversely affected by the El Niño meteorological phenomenon and its negative impact on corn quality The company's fixed costs remain under control

Thus, in 2023, the company's sales amounted to 279 billion Indian rupees, down 3% compared to 2022 Current operating income stood at 370 million Indian rupees, compared with 165 billion

Indian rupees in 2022

NOTE 3

NON-FINANCIAL INFORMATION

1. Main risks and uncertainties

The Group operates in a constantly changing world The current environment and its potential changes in the regulatory, technological, and competitive fields lead to risks which, if they materialize, could have a negative impact on its activities, its financial health, or its reputation

The Group has a prudent approach to the risks it may encounter due to its structure and governance

This chapter includes the main risks identified on the date of this document However, the Group may be exposed to other non-specific risks or risks whose potential consequences it may underestimate In particular, it could be exposed to systemic risks such as major disruptions (Covid-19 pandemic, security, monetary or cyber), leading to large-scale impacts 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)

In 2023, the Group continued its “Group TOP risks” program, analyzing and mitigating group risks This program makes it possible to manage and anticipate Roquette's main risks in relation to its strategy and activities while taking into account factors outside the Group These risks and their management were respectively presented to the Risk Committee, the Executive Committee, and then to the Audit Committee For each major risk, global action plans have been established and monitored throughout the year Since 2021, the Group has been upgrading its crisis management processes to ensure alignment with the risk map and to be as well prepared as possible to handle exceptional situations

In addition, business risk mapping is carried out every year in direct collaboration with operations personnel

The table below shows the main risks identified on the date of this document:

2. Insurance

In light of the risks identified, the Corporate Insurance department has set up international insurance programs covering the main risks relating to the Group's activities, with reputable insurers and via global brokers

These programs apply to all the Group's subsidiaries through “Master” insurance policies that reinforce the coverage of local policies by intervening to cover “limit differences” and “condition differences” They cover the risks such as civil and professional liability, operating damages and losses, cyber risks or transport insurance, when such insurance is required, as well as damage to the environment The Group also has insurance that covers the risks of the liability of its directors and corporate officers

The Group's insurance policies are issued on an “All risk except” basis, with the standard market exclusions Deductible levels are determined based on the Group's risk appetite, assets, and operational risks Other insurance policies are also taken out in order to comply with the law or when necessary due to new activities or circumstances

In a partnership with its insurers, the Group has also developed a prevention program in order to reduce the risks of “Damage and Operating losses” During these prevention visits, risk analyses are conducted and organizational and/or material improvements are proposed

The Legal department has established internal rules and procedures through its Legal Manual so as to manage the contractual risk Working closely with the Corporate Insurance department it ensures that these rules are applied everywhere throughout the world

The Group strives to cover its exposure to the main risks through dedicated insurance policies, and to constantly seek to improve its insurance coverage, while still reducing the costs thereof through self-insurance when it deems necessary

In 2023, the Group succeeded in adapting its insurance policies to the Group's risk appetite and focusing its efforts on prevention and retention (via the Group's reinsurance captive), optimizing management of the total cost of risk The Insurance department also implemented an insurance strategy for the Qualicaps acquisition while ensuring its integration into the Group’s insurance and risk prevention programs

3. Managing financial risks

According to specific procedures, the Group uses various types of financial instruments in order to manage its exposure to the following risks:

Currency risks

The Group's activities in the world are carried out by subsidiaries that operate primarily in their own country and which invoice their sales in the local currency As a result, the Group's exposure to foreign exchange risk on its commercial operations is essentially limited to 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 instruments used are primarily futures contracts

Interest rate risk

The Group uses derivative instruments for the purposes of managing the interest rate risk They are primarily rate swaps and cross- currency swaps The Group has the capacity to possibly enlarge its range of instruments that can be used according to market conditions

Risk of a variation in the cost of raw materials and energy

Raw materials (mainly corn and wheat) and energy, represent a substantial portion of the Group's variable production costs Fluctuations of these in the markets are thus likely to be reflected in the Group's margins

To minimize these contingencies, the Group primarily uses future purchases and sales on organized markets as well as on over-thecounter and options markets in compliance with certain risk limits established by the Board of Directors

The Group covers a portion of its natural gas purchases by using primarily contracts concluded with suppliers or financial markets via closed or instruments with options

Liquidity risk

The management of liquidity within the Group is based on centralizing the access to the financing market

In order to cover its needs for global financing, the Group uses the following instruments:

• Equity injected by shareholders

• Cash flow generated by the operating cycle

• Bonds issued to US investors (USPP)

• Bilateral bank financing lines

• A dedicated depreciable loan for the Qualicaps acquisition

• The commercial paper program

To date, the Group's net debt is comprised of:

• Debt primarily issued in euros, debt issued in currency and debt issued in euros and immediately converted into foreign currency

• Gross investments primarily taken out in euros

The Group negotiated the issue of a second USPP in 2022 for 300 million euros with repayments scheduled between 2029 and 2034

During the financial year, the Group issued an euro loan to finance the Qualicaps acquisition The loan is amortized with repayments scheduled from 2024 to 2028 The nominal interest rate is EUR3M +095% (subject to a Standard & Poor's rating of BBB+ or higher)

Counterparty risk

The Group has to support a counterparty risk with regards to its activity This risk is primarily circumscribed to the level of customers, suppliers and financial institutions

Customers

The Group outsources its customer credit risk This outsourcing is done:

• Primarily via recourse to credit insurance

• Or by using alternative means of security (banks, parent company guarantees, etc)

Marginally, when it is not possible to outsource, the Group can decide to retain the risk In this case, the process for internalizing risk is governed by an internal procedure distributed to all Group companies and enforced by each local Financial Department

Suppliers

As part of its current activities, the Group negotiates deferred payment terms that comply with the local regulations The credit risk is therefore borne by the supplier

In the case of certain purchases (down payment with the order), the Group handles the credit risk by setting up:

• A bank guarantee generally of the first demand form issued to the Group

• A parent company guarantee and even a property transfer if the supplier is not in a position to provide a bank guarantee

In addition, in the case of significant orders, holdbacks may be contractually agreed in order to protect the Group from any defect or malfunction that are not immediately noticed when the equipment is received

4. Research and development activities

Research and Development (R&D) aims to transform its expertise into value for the Group

This is based on two main areas:

• Developing innovative solutions, ingredients, and technologies that meet the needs of external customers to support the Global Business Units' growth

• Proposing technology modifications to Operations and Product Line Managers to improve the profitability of industrial processes

In order to fulfill this mission, R&D focuses its expertise on the products in the Group's portfolio, as well as on all the technologies used in the Group, combined with additional expertise (analytical, life sciences, toxicology, excellence, and collaborative innovation) It also relies on an external network of scientific and technical partners

R&D's geographic footprint is as follows:

• The majority of the core expertise mentioned above is based at the Lestrem (France) site

• It is supported by innovation centers located in the regions (Geneva & Philadelphia (USA), Singapore, Shanghai (China), and Panevezys (Lithuania)) At these centers, the relationships with local sales teams and customers is much closer, allowing for incremental innovation and meeting the needs of the local markets

The main noteworthy events of 2023 are as follows:

• Customer Experience Center (Singapore): this innovation center is focused on supporting customers in Greater Asia Pacific region, but will also have strong links with R&D (analytical support and best practices, links with corporate teams for developing new solutions in line with identified customer needs) Specifically, a sensory analysis center was built there, enabling Roquette's solutions to be adapted to Asian consumer preferences

• Food Innovation Center (Lestrem, France): as part of the overall redesign of the Food Application Sciences Center, the R&D Sensory Analysis Center has also been completely redesigned to better serve the needs of European customers In 2024, the former animal housing facility will be converted into a stateof-the-art cell culture laboratory In fact, the Group's decision to discontinue animal studies at the end of 2021 led to a shift towards in vitro methods, including the acquisition of new expertise and a comprehensive training program for the teams

• The entire unit is actively involved in the Group's innovation process, both by participating in innovation projects and by contributing to the project portfolio via the exploratory 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, almost half of which comes from R&D activities

• 2023 was also marked by the introduction of external technology monitoring in order to identify, test, and acquire new technologies and/or products as quickly as possible so as to complement in-house innovation 75 leads have been studied and several are now under further investigation through collaboration agreements or technology license purchases

• Operations support activities (troubleshooting) enabled Manufacturing to reduce costs by almost 22 million euros (Lestrem, France and North America scope, which will be extended to the rest of the world in 2024)

Research done in France enabled us to benefit from 7 million euros of CIR (research tax credit), thus reducing R&D costs The Group also benefits from support facilities for its R&D activities, notably in

Singapore and Canada

NOTE 4

ALLOCATING THE RESULTS AND INFORMATION CONCERNING DIVIDENDS

1. Allocation of the results

The accounts for this period show:

(in euros)

The dividend to be distributed would be set at 2032 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 1583 of the French General Tax Code, would be paid on April 12, 2024, minus the interim dividend of 1000 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

                                                                                                                          Other distributed revenue                                             for the rebate

2020                                                                                                                                    1981       not applicable           not applicable

2021                                                                                                                                    2018       not applicable           not applicable

2022                                                                                                                                    2067       not applicable           not applicable

NOTE 5

OTHER INFORMATION

1.   Changes in accounting policies, estimates  and application

There were no changes in accounting policies for the year 2023

2.   Events after the closing

There have not been any significant events after the closing

3.  Expenses and charges not covered for tax purposes by Article 39.4 of the French General Tax Code

In accordance with the provisions of Articles 223 quater and 223 quinquies of the French General Tax Code, the financial statements for the 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

4. Status of board members' terms of office

The terms of office of all the Company's board members will expire at the close of this General Shareholders' Meeting

In accordance with the Company's Articles of Association and the internal regulations dated April 14, 2013 appended to the Articles 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

For the independent directors:

• To renew the terms of office of Ms Lise Nobre, Mr Antoine Fady, and Mr Pierre Luzeau

• To appoint Ms Lucrèce Foufopoulos and Mr Olivier Delmaea as new directors

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

5. Compensation of Directors

We propose setting 750,000 euros as the directors’ compensation for 2024

6. Employee shareholding

Shareholding as of December 31, 2023 (Article L225-102 of the

French Commercial Code): none

7. Significant holdings acquired

Acquisition of Qualicaps Japan (parent company of the Qualicaps group) for 297 million euros in October 2023

(B) Invoices excluded from (A) relating to disputed or unrecorded payables and receivables

NOTE 6

REPORT ON CORPORATE GOVERNANCE

1. Governance as of December 31, 2023

Board of 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

General Management

Auditors

2.  List 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:

• Director of LATECOERE SA

• Director of MAUREL ET PROM SA, Chairman of the Appointments and Remuneration Committee, member of the

Audit Committee

• Director of MACQUARIE CAPITAL FRANCE SA

• Chairman of C2A CONSEIL SASU

Mr. Pierre Courduroux, Chief Executive Officer:

• Chairman of the Board of ROQUETTE AMERICA Inc

• Director of ROQUETTE ASIA PACIFIC (Singapore)

• Manager of KEHR’S RIDGE CONSEIL EURL

Mr. Denis Delloye, Director:

• Director of RGCA SA

• Director of VIADENE SAS

• Manager of SUGAR INVEST SARL

• Chairman of 2D INVEST SASU

Ms. Véronique Demolliens, Director representing the employees:

• No other mandate

Mr. Antoine Fady, Director: • Chairman of XSYS GMBH (Germany)

Mr. Pierre Luzeau:

• Chairman and CEO of SEQENS Group

Ms. Lise Nobre, Director:

• Director of COMPAGNIE DAHER SA, Chairman of the Governance Committee

• Chairman of BLUESTER CAPITAL SAS

• Member of the Advisory Board of KAMA Holding GmbH

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

Mr. Amaury Roquette, Director:

• Director of RGCA SA

• Director of VIADENE SAS

• Director of subsidiaries of the DSM-FIRMENICH Group: ACTION PIN (Spain), FIRESPA (Spain), DRT-ANTHEA (India), and FIRMING (China)

• Member of the Executive Committee of DSM-FIRMENICH's Perfume & Beauty division, Chairman of the Executive

Committee of the Ingredients unit which is part of this Executive Committee

Ms. Aurélie Roquette, Director:

• Director of RGCA SA

• Director of VIADENE SAS

Mr. Edouard Roquette, Chairman of the Board of Directors:

• Representative of ROQUETTE FRERES SA, Chairman of ROQUETTE SILADOUR SAS

• Representative of ROQUETTE SILADOUR SAS, Chairman of VIADENE SAS

• Chairman of RGCA SA

• Director of ROQUETTE ASIA PACIFIC (Singapore)

• Director of AFIR HOLDING & MGT SA

• Director of DECATHLON

• Manager of STARHAVEN SC

• Manager of STARLINEL SCI

Ms. Sophie Roquette, Director:

• Director of RGCA SA

• Director of VIADENE SAS

Mr. Frédéric Vanhoye, Director representing the employees:

• No other mandate

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

(*) For 2023, the amount indicated is the one proposed for distribution by the Board of Directors

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 ambitious 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

THE ROQUETTE GROUP

1. Offering nature's best for over 90 years

1.1 History and operations

A family-owned company, Roquette is a global leader in plant-based ingredients and a major supplier of pharmaceutical excipients Founded in 1933, the group is currently present in over 100 countries, posts sales of around 49 billion euros, and employs almost 10,000 people worldwide

For decades, life and nature have been its source of inspiration Thanks to its natural raw materials, the Group is helping create a completely new gastronomy based on plant-based ingredients; offering pharmaceutical excipients that play a key role in medical treatments; and developing innovative solutions for other markets like animal nutrition, industry, and cosmetics Roquette strives to unleash nature’s potential to improve, heal, and save lives

Driven by a constant drive for innovation and a long-term approach, Roquette places sustainable development right at the heart of its concerns, taking care of resources, people, and territories

Roquette has been a member of the United Nations Global Compact since 2009 This Pact brings together companies, organizations, UN agencies, labor stakeholders, and civil society around ten universally recognized principles relating to human rights, international labor standards, the environment, and anti-corruption Each year, the Group promotes actions in support of these ten principles and its approach to sustainable development is aligned with the United Nations’ SDGs^[1]

In addition, the international non-financial rating agency EcoVadis awarded Roquette the “Silver” level for its commitment and performance in sustainability With an overall score of 62/100, the Group has significantly improved its score compared to previous years, demonstrating and recognizing the momentum associated with its sustainability goals, practices, and processes The Group's key figures^2:

• 90 years of history and expertise

• Some 9,800 employees from nearly 60 different nationalities

• 33 industrial sites

• A global sales network covering some 100 countries

• Approximately 5,000 end customers

• 30 patents per year

• Nearly 300 people dedicated to R&D

• 49 billion euros in turnover

An international presence from 1933 to the present:

• Since 1933: creation in France and development in Europe

• Since 1982: development in North America

• Since 2001: development in Southeast Asia

• Since 2017: development in South America

1.2 The Group’s four values

As an integral part of the company’s DNA, our values reflect the culture that our teams around the world live out and express every day Authenticity, excellence, proactiveness, and wellness are Roquette’s four core values:

• Authenticity “We are authentic people, we live up to our commitments, and act honestly and responsibly That’s who we are”

• Excellence “Together, we are committed to doing even better and going even further every day to meet the expectations of business partners and consumers alike”

• Proactiveness “Our family heritage and long-term vision are the foundations of our determination to always explore, work, and innovate together This is essential if we are to meet our customers' expectations and anticipate their needs on an ongoing basis”

• Wellness “By improving everyday products, we contribute to wellness while caring for resources, territories, and communities We are committed to creating a pleasant working environment”

To ensure that every Roquette employee understands, shares, and embodies the values that drive our company, a working group of representatives from various departments, sponsored by a member of the Executive Committee, was set up in 2023 Its job  is to propose and ensure the implementation of a specific, regular communications campaign with concrete examples from the field that illustrate that the Group’s values guide attitudes and behaviors on a daily basis

In China, the “Values On the Go” program conducted between 2021 and 2023 helped various stakeholders to better understand what the company’s values conveyed Events with customers, employees, and their families were held throughout this period to highlight the ideas shared through these values: transparency, innovation, continuous improvement, and compliance A book containing testimonials and examples of how these values are embodied was then published and distributed to Chinese employees

2.  Establishing ethics as a principle of action  and a sign of trust

2.1 The Group’s commitments to ethics

The Group’s ethics and compliance program includes four major themes:

• Anti-corruption

• Combating anti-competitive practices

• Monitoring trade sanctions risks

• Data protection

“Zero tolerance” for fraud and corruption is the guiding principle

RISK ENVIRONMENT

Although the Group's activities are not particularly exposed to the risk of corruption, employees may nevertheless come into contact with corrupt practices due to the Group's international presence and extensive ecosystem of varied business and logistics partners (eg distributors, carriers, customs officers, etc)

In 2023, the Group posted around 6% of its turnover in countries with a high level of corruption risk (ie a score below 40 according to the corruption perception index published by Transparency International 2022) and has production sites in equally sensitive areas in India, China and Brazil, as well as sales offices in Indonesia, RISK MANAGEMENT SYSTEM

Since the Group is subject to the Sapin II Law, it has put in place specific policies and tools to support its zero tolerance of fraud and corruption, with the group’s code of conduct at the forefront

The Code of Conduct is available in nine languages (French, English, Spanish, Italian, Portuguese, Romanian, Lithuanian, Chinese, and Japanese) at wwwroquettecom and on the intranet, and applies uniformly to all Group employees, regardless of their position or location

The Code of Conduct is signed by every new employee during the hiring process

A Supplier Code of Conduct and a Distributor Code of Conduct apply to suppliers and distributors with the same principles and rules

In addition to the relevant sections of the Code of Conduct, the Group has issued a number of guidelines, published on the intranet, detailing the rules and mechanisms to which employees must refer in relation to anti-corruption, gifts and entertainment, managing conflicts of interest, competition law, international trade sanctions, relations with public bodies, delegation of authority, etc These internal procedures apply to all employees, at all subsidiaries, wherever Roquette operates

Thus, in accordance with applicable laws and internal regulations, any employee who violates the code of conduct and Roquette’s anti-fraud and anti-corruption guidelines is subject to disciplinary sanctions

TOOLS

As part of its continuous improvement approach, Roquette continues to update its anti-corruption risk mapping, covering all business lines as well as all support departments (finance, purchasing, HR, IT, legal, and communications) A comprehensive exercise was rolled out in 2022 covering Corporate Global department, Brazil, China, France, India, and Spain In 2023, Italy, Lithuania, Canada, Singapore, Poland and Mexico were added, and in 2024, the Group's sites in the USA, Japan and the Netherlands will be included, along with the Qualicaps sites acquired in 2023

In addition, intermediaries in contact with public authorities (eg customs officers), as well as sales representatives, although few in number, have been identified as presenting an inherent risk of corruption In order to manage the compliance of all types of business partners (customers, suppliers, prospects, etc), the Group has 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 alerts through the media, etc All third parties working with the 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

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 categorizing them by risk profile and defining specific risk mitigation measures for each

In addition, a central online register dedicated to declaring any actual, potential, or apparent conflict of interest situation has been set up on the intranet, as well as a register for declaring any gifts and entertainment received, offered, or declined These systems thus ensure a harmonized management of all reporting at Group level, facilitating second and third level checks

The Group is also committed to conducting due diligence on planned mergers or acquisitions to identify compliance issues with potential acquisition targets at an early stage

In line with this ethical risk management approach, the Group has set up an organization to report and better prevent corruption risks Thus, any attempt or act of corruption can be reported to the appropriate resources: Human Resources department, Ethics & Compliance department, Internal Audit and Risk Management department, Roquette managers, or through the “SpeakUp” whistleblowing system This whistleblowing system, whose platform is managed by an external service provider, is available to all Group employees (permanent employees, trainees, temporary workers, and other staff seconded to the company) as well as to any third parties (suppliers, subcontractors, service providers, self-employed workers) at wwwroquettecomand on the intranet Like the Code of Conduct, it is also found in the apps installed by default on all employees’ company cell phones Available in many languages and guaranteeing full anonymity if desired by the whistleblower, this system can be used to report any suspicion or violation of the Code of Conduct, whether it be corruption, fraud, competition law, human rights, environmental violations, international trade sanctions, etc

For more information on the “SpeakUp” system, please see section

31 Respecting human rights

TRAINING

Every employee who joins the Group must go through a digital onboarding process, including e-learning modules to familiarize them with the code of conduct, security, safety, and data protection

More specifically, training teams, especially those exposed to risks related to business ethics, is a major priority for the Group This is why “live” or “in-person” training courses (ie face-to-face and/ or live via videoconferencing) are preferred In 2023, the Ethics & Compliance team, supported by the network of in-house lawyers and local human resources teams, provided over 1,800 hours of “live” training to more than 1,500 employees in nineteen countries on the following topics: competition law, anti-corruption, conflicts of interest, trade sanctions, gifts and entertainment, diversity & inclusion, and anti-discrimination and harassment An online training catalog (“e-learnings” and “webinars”) is also available

In 2023, the focus was also on data protection, with 3,936 employees trained at 39 locations in 22 countries, for a total of 5,576 hours of e-learning This effort will be extended in 2024 to ensure a highly satisfactory coverage rate in Europe and to extend it to cover areas outside Europe

LIFE+NATURE : SUSTAINABILITY AS A CORE COMPONENT OF THE GROUP'S STRATEGY

1.  Integrating sustainable development into the Group's business model

Conflicts, scarcity of resources, population growth, aging population, regulatory pressure, changing eating habits, etc These accelerating geopolitical and societal changes have or will have an increasingly significant direct or indirect impact on the Group’s business

Sustainable development is an integral part of the Group's business model and one of its strategic pillars for ensuring that the Group continues to adapt

OUR BUSINESS

OUR RESPONSIBILITY

WHO WE CREATE VALUE FOR

2. Establishing a governance structure

Governance, which drives sustainable development at Roquette, is based on three key components:

• The Ethics and Sustainable Development Committee

• A team of experts at Group level, relying on a network of correspondents

• Dialog with stakeholders

The Ethics and Sustainable Development Committee has played a key role in guiding and monitoring the deployment of our sustainable development approach over the last ten years Made up of board members, it meets four times a year and ensures close interaction with the board and its other committees: the Audit Committee, the Strategy Committee and the Appointments and

Remuneration Committee

The table below presents the main topics of stakeholder dialog:

In 2023, a new operational governance structure was set up to redefine the Group's medium- and long-term sustainable development strategies, structure, and ensure operational performance, develop new expertise and support departments and regions in their implementation Roquette has appointed a Sustainable Development Director who is a member of the Group Executive Committee They rely on a team of nine people who interact with correspondents in all departments of the company

The main decisions related to the sustainability strategy are adopted by the Executive Committee and approved by the Board of Directors

When it comes to broader governance applied to sustainable development, Roquette relies on taking into account the needs and views of the various stakeholders across its entire value chain Relationships with them and transparent communication are essential in guiding the Group’s strategy and activities Roquette regularly communicates on sustainability initiatives and news through its internal channels, website, and social media

3.  Anticipating risks and seizing opportunities

Risk is an integral part of corporate life Roquette is exposed to an ever-evolving set of environmental, social, and societal risks that may impact its profitability, growth, and reputation and that could compromise the achievement and maintenance of its overall performance 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 the following steps:

• identification and qualification of 24 risk factors covering all sustainable development issues for the company, and aligned with the main external benchmarks (eg  GRI, CSRD, CS3D, etc)

• assessment of these risk factors by a panel of in-house experts in terms of their probability of occurrence, severity of impact, and rate of occurrence

• review and approval by the Group Executive Committee

At the end of the analysis, six priority non-financial risks were selected:

• Climate & business continuity

• Product innovation & sustainable supply

• Access to water

• Energy efficiency & transition

• Reducing greenhouse gas emissions

• Access to agricultural raw materials

4.  Reinforcing the Group's commitments and actions through the life+nature program

life+nature is the Group’s new sustainability program that marks the acceleration of commitments and actions in the field of sustainable development Fully integrated into the group’s strategy, life+natureis structured around three engagement platforms:

4.1 PRESERVE the planet

Mindful of the environmental footprint and the impact of climate change on the Group’s business, a platform has been set up, in connection with risk analysis, around two areas of work:

• Mitigation: Roquette adheres to the goals of the Paris Climate Agreement (COP 21) to limit the rise in temperatures to less than 2°C above pre-industrial levels To achieve this, the climate action program has been stepped up over the past two years, with the implementation of a global industrial decarbonization roadmap, setting new CO₂ emission reduction targets for 2030, creating an internal task force, and setting up a dedicated investment program

• Adaptation: in the event of climate hazards, our priority is to protect and adapt the Group's infrastructures and production sites, secure access to water, and secure long-term supply sources, especially by prioritizing more sustainable raw materials

4.2 INVENT for the future

Anticipating and proposing solutions designed to create shared value for the Group's customers, society, and the planet is the goal of the “INVENT for the future” platform By defining and implementing a sustainability assessment tool for its product portfolio, the Group is able to bring a more sustainable product range to the market, enabling its customers to meet new consumer expectations and achieve their sustainable development goals Spearheading this platform, an eco-design program has been launched with the Group's R&D and innovation teams to help develop new products and solutions aimed at reducing the environmental footprint throughout the lifecycle and having an even greater positive social impact

4.4 life+nature 2030

2030 GOALS AND PERFORMANCE MONITORING

4.3 CARE for people

We cultivate a relationship of trust with all our partners, placing human safety, ethics, and human rights at the forefront of all our business dealings In all its activities and business relationships, Roquette strives to respect human rights and fundamental freedoms We offer our employees rich and varied career paths The Group ensures their quality of life at work, respects their diversity and helps them develop their skills, and we also make safety a priority for everyone at Roquette Operating in local communities around the world, the Group develops activities with them thanks to the support of the Roquette Foundation

NON-FINANCIAL REPORTING

Non-financial reporting is an essential process that allows the Group to monitor progress made on the three platforms of the life+nature program For this purpose, Roquette has set up an organization, processes, and specific documents to ensure the business lines are coordinated, share the sameindicator definitions and reporting rules, collect and consolidate data efficiently, and finally ensure the quality and credibility of the data communicated

Indeed, reliable, relevant data is essential for guiding decisions, prioritizing projects, and allocating the right human and financial resources

In 2023, in order to continue improving the process producing the Group’s annual carbon footprint report published in this document, the sustainability and digital development teams launched a project to define the governance of the Group’s direct CO₂ data and map all source systems These efforts made it possible to update each contributor’s role, specify the definitions and reporting scopes, analyze the IT architecture, and refine the Group’s direct carbon footprint result which is the basis for the Group’s reduction program

PRESERVING THE PLANET

1. Reducing the Group’s carbon footprint

Roquette has set clear and transparent carbon reduction targets based on clearly identified measures They are part of a reduction strategy in line with the Paris Accords which were validated by the Science Based Targets initiative (SBTi) in 2023 The 2021 carbon footprint report is the benchmark and starting point for the Group’s roadmap

1.1 The Group's carbon footprint report, a working benchmark

In 2021, the reference year, the Group's total greenhouse gas (GHG) emissions footprint amounted to 87 million tons of CO₂ equivalent They were broken down as follows: 27 million tons of direct emissions (Scope 1 and 2) and 60 million tons of indirect emissions (Scope 3)

Considering the Group’s business sector, the two main sources of 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%)

1.2 Reduction targets and associated drivers

In 2022, Roquette set new targets, in line with the Paris Accords, an international treaty on climate change adopted by 196 countries at COP 21, the United Nations Conference on Climate Change in Paris in 2015

The Group is committed to reducing its direct and indirect GHG emissions by 25% (baseline year 2021) by 2030 In 2023, this target was validated by SBTi, an independent global body that enables companies to set ambitious emissions reduction targets in line with the latest climate change science These goals are in line with the 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

*  Methodological note appended hereto.

Americas

Moreover, as energy efficiency is identified as one of the Group’s main non-financial risks, the level of requirements in this area has been increased The ambition is now to improve the energy performance of the Group’s production facilities by 30% by 2030

Two main groups of solutions are being implemented to reduce the Group’s carbon footprint:

• Energy efficiency, renewables, andelectrification to reduce site emissions (Scope 1 and 2)

• Purchasing low-carbon raw materials, optimizing product transport, reducing chemical use to cut indirect emissions (Scope 3) For this purpose, the first investments have been planned to the tune of 350 million euros between now and 2028, something unprecedented in Roquette's history

Roquette has also defined an internal carbon price This mechanism aims to allocate a financial cost to the tons of CO₂ that will be emitted over the life of a project, thus influencing its internal profitability rate This mechanism, which is decisive for all investment decisions, applies to all regions of the world, including countries that do not have a carbon pricing policy

*  available in Q2 2024.

In 2023, the fluctuations in GHG emissions are explained by an overall variation in plant activities, as well as by changes in the energy mix and site-specific projects

1.3  Focus on energy efficiency and the use  of renewable energy

Even if local conditions are taken into account (regulatory constraints, composition of the energy mix, availability of resources, etc), the Group's decarbonization roadmap is deployed at each site, in France and internationally, according to two main areas of action:

• “SAVE” : 30% reduction in energy use by 2030, compared to 2021: this is the goal of the “30@30” program In 2021, the Group's energy use (mainly natural gas, coal, and electricity) accounted for 35% of the carbon footprint Their drastic reduction across all production facilities is one of the major keys to the Group's decarbonization strategy

• “SHIFT” : convinced by the efficiency of renewables for the past fifteen years, the Group now relies on a combination of geothermal, biomass, and renewable electricity supplies (wind, solar, and hydro) in Europe and elsewhere

By 2023, renewable energy will account for 14%* of the Group's energy mix

Many innovative solutions have been and will continue to be implemented at the Group’s factories Iconic examples include:

• The only one of its kind in France, the Beinheim site in Alsace has been operating since 2016 on a geothermal power plant and a biomass boiler, which provide more than two-thirds of its heating needs

• In India, the Pantnagar and Gokak plants use locally produced agricultural by-products (rice husks, sugarcane bagasse) as fuel to produce electricity or heat

* objective still to be defined.

• Since January 2023, around 30% of the electricity used by the Panevėžys site in Lithuania has come from renewable sources, thanks to the signing of a new wind power contract

• At the Keokuk site in the United States, the use of coal will end in 2025 and will be replaced by natural gas (which emits far less greenhouse gas)

• In China, two projects aimed at reducing greenhouse gas emissions through energy efficiency were launched in 2023: energy recycling using heat exchangers and condensate recovery for building air preheating and the commissioning of a boiler recovering biogas from wastewater produced in sewage treatment plants to dry the sludge produced without using fossil-based heat

Other major projects currently under study include the electrification of evaporation processes, with the RMV (mechanical steam recompression) program, and the installation of a biomass boiler at the Lestrem site in France

In 2023, the Roquette Group's total electricity use (imported + 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 7,668 GWh in 2022

1.4 Continuously streamlined logistics

A major factor in reducing Scope 3 emissions, freight represented 5% of Roquette's total carbon footprint in 2021 The transport strategy must meet three imperatives: decarbonizing the supply chain, maintaining the quality of service, and optimizing costs As of 2021, these objectives were included in a charter and an agreement was signed for the voluntary FRET21 commitment for all flows from the major site in Lestrem, France Supported by the French Environment and Energy Management Agency (ADEME), this scheme encourages companies placing orders with carriers (“shippers”) to reduce the environmental impact of their logistics

In order to reduce product transport-related emissions by 25% by 2030, the four main areas of focus are:

• Optimizing loading rates and distances traveled

• Multimodal transport and reduction of air freight

• Using carriers with low-emission truck fleets

• Alternative fuels

Thus, multimodal solutions have been implemented, notably for the Northern Europe flow, by mixing inland waterway, rail, and sea transport for European sites The Cassano site in Italy was a pioneer in this field In the US, road transport is also being gradually replaced by rail or barge

In India, some of the trucks used by Roquette also use liquefied natural gas instead of gasoline Finally, in Spain, the Group has innovated with double-tank trucks, making it possible to double the quantity of goodstransported on a single truck This initiative will probably be rolled out to other Group sites in the coming years

2. Being more resilient to climate hazards

Roquette relies on analysis of its climate risks to adapt its activities, protect its sites, and secure its raw materials supplies Conserving water resources is also a priority which the Group is strongly committed to Protecting biodiversity, on the other hand, is part of locally implemented actions

2.1 A proprietary climate model

Mindful of the impacts of accelerating climate change, the Group is working to develop a model for assessing future climate risks that will affect operations (material damage, business disruption, etc), and critical elements in the value chain (agricultural crops, supplies, factories, industrial processes, logistics infrastructure, warehouses, etc)

For this modeling, Roquette distinguishes between acute and chronic physical risks The former are extreme weather events that can cause floods or forest fires, for example The latter occur over a longer period These are caused by higher average temperatures and rising sea levels Initial work focused on assessing the vulnerability of grain supplies (wheat, maize) to climate hazards by 2030 and 2050 Modeling climate risks is an essential step in guiding industrial and commercial strategy over the long term

2.2 Prevention & adaptation plans

Business continuity and adapting the sites to the impacts of climate change go hand in hand In collaboration with insurance partners, Roquette is working to make its sites more resilient to adverse events such as droughts, tornadoes, and floods Based on projections and previous events, flood risk assessment studies have been conducted at one of the sites in India Subsequently, the Group will install flood protection systems in flood-prone areas and equipment protection systems in the event of a storm

For sites that are already at risk, the protection system is being reinforced For example, in drought-prone areas, the Group is speeding up the installation of water recycling systems Some are already being installed at the sites in India

On the other hand, the Group’s sites operate with environmental and energy management systems Certification of these systems is being rolled out with the goal of having all sites certified In 2023, 58% of factories were ISO 14001 certified and 54% were ISO 50001 certified

2.3 More sustainable agricultural raw materials

Agricultural raw materials (wheat, corn, potatoes, and peas) are the basis of the Group’s business That’s why it’s important to take action today to ensure tomorrow’s supply For many years now, Roquette has been working closely with cooperatives and farmers on increasing the volumes of sustainable raw materials purchased, developing associated certification schemes, and deploying new regenerative crop protocols In addition, the Group sources its grain locally whenever possible

The Group has therefore committed to increasing the percentage of qualified sustainable raw materials to 60% by 2030 on all its purchases worldwide To achieve this, Roquette will give preference to grains certified under the ISCC (International Sustainability Carbon Certification), low-carbon label, 2BS (Biomass Biofuel Sustainability), and SAI (Sustainable Agriculture Initiative) schemes 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

As part of its commitment to responsible sourcing, Roquette is building ever-closer ties with its local suppliers and producers by drawing up and implementing specific specifications for its raw materials This improves the quality and traceability of the Group's products For example, Roquette works with Italian farmers in the waxy corn industry where the Farm Sustainability Assessment (FSA) and the SAI certification scheme are applied More generally, Roquette has been making the X-Farm tool available to farmers since 2021, a software created by a company specializing in digital and precision agriculture X-Farm acts as a liaison with Roquette's agronomists for support throughout the growing process This ensures traceability of the farmed plot data, immediate feedback to correct or improve processes, and statistical monitoring over several years

Another emblematic program of Roquette’s commitment to working in collaboration with stakeholders in the agricultural sector: the Transitions initiative which was created by the Vivescia cooperative and of which Roquette was one of the first partners This pioneering, practical program for supporting farmers in France is a unique cooperative approach between upstream and downstream stakeholders, designed to overcome the economic and technical barriers to moving towards regenerative agriculture with a low carbon footprint, while also preserving biodiversity By 2030, the goal is to support twenty regenerative agriculture programs worldwide with the Group’s business partners

2.4 Reducing water use

At every stage, water is essential to the Group’s manufacturing processes: for irrigation of upstream farmland, grain washing, cooling of manufacturing processes, etc

In an increasingly restrictive regulatory context and faced with the intensification of water stress that mainly affects sites in India and Italy, but also, to a lesser extent, those in France or China, the Group has set up a “water” program with two main objectives:

• Reducing the amount of water taken by improving existing processes and installing new water-efficiency tools, coupled with smart metering

• Treating water both at the intake and discharge stages, with increasingly efficient purification circuits

In Vic-sur-Aisne, France, Roquette launched a flagship project this year to reuse evaporation condensate in the steam production system This heat recovery reduces both water and natural gas use at this site

Another example in France was at the Lestrem site where the Group undertook work within the sewage treatment plant between 2020 and 2023 to improve its operational efficiency (it has a treatment capacity equivalent to that of a city of 700,000 inhabitants) and its environmental impact The new facilities and the mobilization of our teams have made it possible to significantly reduct the plant’s impact on the natural environment

To conserve water, Roquette has set targeted objectives that are adapted to the identified risks By 2030, 100% of the Group’s plants in areas with high water stress will have a dedicated water management program: smart metering, long-term contracts, dialog with surrounding communities, leak detection technology, and employee awareness for greater moderation

Finally and overall, Roquette is committed to reducing its water use in absolute terms by 20% by 2030 compared to 2021

In line with this ambition, the Zero Liquid Discharge project in Gokak, India aims to treat and reuse manufacturing process water 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

In 2023, fluctuations in water use can be explained by an overall variation in plant activities, as well as by site-specific projects

2.5 Protecting biodiversity

In addition to reducing its environmental footprint in its operations, Roquette has launched initiatives to actively contribute to protecting nature Roquette aims to support 100 programs by 2030 that will help restore nature and biodiversity throughout the Group's value chain

Biodiversity studies are carried out in the areas where our sites are located This year, for example, the Bombay Natural History Society (BNHS) was asked to assess the Gokak site in India The purpose of this approach was to get recommendations for planting new biodiversity-friendly woodland areas on the site's land

In Spain, the Benifaió site is located near the Albufera lagoon This body of water is necessary for the municipal freshwater resource which is vital to the region's biodiversity and essential to the production process In order to protect this natural site from drought in particular, the residual water, after passing through the site’s wastewater treatment plant, indirectly contributes to the lagoon’s water cycle In addition, Roquette’s teams have established close ties with those in charge of this nature reserve Every year, employees have the opportunity to help Albufera technicians clean up the banks or plant trees, thereby helping to preserve biodiversity

INVENT FOR THE FUTURE

Innovating for men and women, society, and the planet: this is the guiding principle of the INVENT for the future platform The Group has regular discussions with all stakeholders, especially its customers and end consumers These discussions guide the Group’s innovation decisions with the aim of developing a more sustainable product and solutions portfolio Roquette certifies its products and qualifies its offer using robust tools and methodologies in the interest of transparency These in-house developed tools are aligned with demanding, international standards adopted by a growing number of large companies

1.  Strengthening innovation capabilities and customer interaction

In addition to investors and regulators, the Group’s customers and consumers are increasingly demanding sustainable products In the US, sustainable consumer products are no longer a niche, but a strategic category that is growing twice as fast as conventional markets This trend has been confirmed in France over the past five years for consumer products identified as sustainable

Under these conditions, there is a need to understand the new sustainability challenges associated with the Group’s markets and the drivers for creating new products that will meet consumer needs To do this, Roquette is expanding the capabilities of its innovation centers, strengthening its expertise, and adapting its historical tools for dialog and collaboration with its customers

In June 2023, the Group opened a new food innovation center in Lestrem, France This center, staffed by scientists specialized in food applications and a team of analytical experts, boasts a host of new services, including technical assistance and R&D support, state-of-the-art equipment, and laboratory and semi-industrial pilot testing facilities Roquette also opened a new pharmaceutical innovation center near Philadelphia, USA in 2023 A veritable incubator of applied science innovation, focused on researching innovative excipients and ingredients for oral dosage forms and drug delivery systems, this facility has a technical customer service department and an auditorium for symposiums and customer training In Asia, Roquette opened a new customer experience center in Singapore in July 2023 As part of the Asia-Pacific Innovation Center, it allows Asian customers to experience Roquette’s products through culinary and sensory experiences This center is designed as a place to collaborate with food companies to boost innovation It hosts a sensory space where panelists can assess the function, taste, aroma, and visual appearance of a variety of Asian dishes using ingredients

For example, at the “Food Ingredients Europe 2023” trade show, an innovation aimed at offering sugar-free chewing gums with 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 excipient 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 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

2.  Certifying the Group’s production processes

Making production processes and operations traceable, visible, and reliable is key to the Group’s sustainable development approach For more than twenty years, our sites have been applying the best total quality methods and are certified according to several recognized international standards and norms suitable for the food and pharmaceutical markets (FSSC 22000, ISO 9001, EFISC, etc)

For example, HACCP (Hazard Analysis Critical Control Point) is used, a method for analyzing and controlling product safety that is recognized in the food industry This applies to all stages of manufacturing: from receiving raw materials and packaging to final delivery to customers

In addition, in 2023, Roquette completed the FSSC 22000 (Food Safety System Certification System) certification of the last plant workshops to reach 100% of food production lines certified, compared to 97% in 2022 The goal is now to maintain 100% FSSC 22000 certification on production lines

More specifically, the Group has implemented certification programs to provide structure for its sustainability program initiatives For example, plants using biomass as a renewable energy source must enter a certification scheme that is recognized by the European Union like the SURE (sustainable resources verifications scheme) This certifies the sustainable management of forests and associated biomass

For the past ten years, the Group has also been involved in certification programs for qualified sustainable products or products made from sustainable agricultural raw materials At its French sites, the Group follows the Biomass, Biofuel, Sustainability voluntary scheme (2BSvs), which is one of the most widely recognized for certifying the low-carbon nature of biomass used in biofuel production

In recent years, other programs have been gaining momentum within the Group Examples include the International Sustainability & Carbon Certification (ISCC+) for the bioplastics segment and the Sustainable Agriculture Initiative (SAI) standard for food and consumer products

3.  Characterizing the Group's products for  a more sustainable product range

Products with positive impacts on society and a reduced environmental footprint guide the Group’s innovation strategy to build a more sustainable product range In order to carry out this project, a cross-departmental team was set up in 2023 to define and implement a method for assessing the sustainability of Roquette’s product portfolio: R'SPM (Roquette Sustainability Portfolio Management) R’SPM attributes a sustainability score to each product, based on two criteria:

• The environmental footprint which is based on a quantitative study resulting from a lifecycle analysis

• How, in its application, the product provides environmental and societal benefits

The methodology will be finalized in 2024 and the Group has set itself the goal of qualifying 100% of its product portfolio with LCAs by 2030 to implement the R'SPM program This strategic tool will guide Roquette’s decision makers in managing the product portfolio and supporting innovation programs (product development and improvement, price positioning, new technical arguments, differentiation, etc)

To ensure credibility and transparency, the R'SPM  and the associated results will be regularly audited by a third party

Historically active in developing and marketing of more environmentally-friendly products, Roquette has a strong presence in the plant-based protein and fiber markets The Group’s range of plant-based proteins combines nutritional and environmental qualities: criteria that consumers are increasingly looking for In 2022, Roquette launched a new NUTRALYS® range of textured pea and bean proteins for European markets The positive intestinal health effects of fibers found in some of the product lines, such as NUTRIOSE®, have also been demonstrated

Another example of an eco-designed product is a bio-based fertilizer called SOLULYS®, which is produced by recovering all the components of agricultural raw materials This sustainable alternative to petroleum-based fertilizers, with its low environmental impact, meets societal and market expectations

4.  Implementing an eco-design approach

Even though the manufacturing process has already achieved a high level of circularity, the Group has committed to an eco-design program, which is both a technical approach and critical expertise to offer customers a more sustainable product range

Eco-design aims to improve the products’ environmental footprint throughout their entire life cycle without affecting their functional qualities At each stage (raw materials, transport, manufacturing, 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 product’s environmental impacts, enabling it to be compared and improvement plans to be implemented

More broadly, eco-design meets a dual requirement: reducing the environmental footprint and boosting competitiveness It takes into account the technical feasibility of product innovation, its performance, cost control and development times, market constraints, and environmental regulations

This approach is backed by a program of recruitment of experts, training of R&D, operations, and innovation teams, and the establishment of external partnerships with renowned schools and universities in the field

The Group aims to train more than 500 engineers and researchers at Roquette and its partners by 2030

In 2018, the Group's first eco-design objective was to reach 70% of projects meeting green chemistry criteria by 2025 The target is now

71% by 2022 and 75% by 2023

CARE FOR PEOPLE

In line with one of Roquette’s four values, well-being, the CARE for people engagement platform is a sign of the Group’s determination to have a positive impact on everyone’s lives everywhere in the world, at Roquette and beyond Employees, partners, customers, consumers, local communities Roquette seeks to improve the living environment, well-being, nutrition, and health of all its stakeholders

1. Ensuring employee engagement

Every day, men and women drive and sustain the Group's ambition Every eighteen months, an employee engagement survey is conducted This survey is used to assess the work environment and organization, employee experience and management effectiveness The results are used to collectively discuss and build action plans that will contribute to the continuous improvement of these areas

Because employees are our greatest asset, their safety, well-being, and professional development are our top priorities

1.1 Team safety

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, there is no reason to jeopardize a person’s safety or that of others

The safety commitments are reiterated in the Group’s safety policy and inthe “safety pledge”, in effect since 2021, with four major principles:

• Compliance with local laws and internal health and safety guidelines

• Identifying, assessing, and controlling risks

• Applying operational best practices selected internally or from recognized external stakeholders

• Developing a culture of continuous improvement involving all the stakeholders at the sites

Over the past decade, the topic has been raised as a top priority by senior management, who have implemented action plans to increase employee awareness and improve risk management Another development is the enhanced control of subcontractor safety As with its employees, Roquette tracks incidents and accidents when they occur at its sites and implements corrective action plans

The Group regularly takes steps to raise awareness among all employees of the importance of looking after their own safety and that of others In 2023, for example, the Group's factories stopped work for an hour to present the teams with the new actions requested by management, review employees' knowledge of the subject, and ask them about their commitments In addition, Roquette conducts tens of thousands of safety inspections in the field every year

Convinced that all accidents can be prevented, our objective is to significantly reduce the accident rate by 2030 ISO 45001 certification of industrial sites is another strong marker of this commitment: 38% of them were certified in 2023 The Group is aiming for 100% by 2030

1.2 Well-being and Quality of Life at Work

Our teams are a vital part of Roquette and we constantly strive to 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:

• Support and assistance: listening mechanisms in all countries, surveys, discussion groups, etc

• “Working together”: communication rituals, collaborative tools and friendly get-together events, set up in each country by the sites

• Respect for work-life balance: internal communications campaigns on this topic and initiatives focusing on well-being For example, workshops held in France to manage their workload or maintain the quality of relationships

• Personal development: days dedicated to mental health, promotion of physical activity through health challenges, group walks, neuroscience awareness, disease prevention campaign

Roquette always listens to its employees via its social barometer and makes annual improvements to its Well-Being program

Last but not least, working methods have changed radically since the pandemic Working remotely is now possible in all countries where the Group operates, if the position permits

In 2018, the Group set a target of 25 employee wellness initiatives per year by 2025 The target has now been largely achieved with 51 initiatives in 2022 and 53 in 2023

1.3 Career opportunities for everyone

The Group's training programs are constantly evolving to meet the needs of its employees

The Learning strategy is based on the Roquette Campus and learning academies More than 180 internal contributors, supported by local and global learning teams, contribute to developing employees’ skills They contribute to a training management system as well as the academies of the main departments

In 2022, training was a major asset in the Group’s digitalization strategy and thus contributed to the success of a transformation program, especially in France, which saw an average of 27 hours of training per employee

The training efforts continued in 2023 and the Group is proud to see that its employees have responded to the various initiatives proposed by the learning teams as well as by all the department academies to further develop their skills

Over 3,800 courses and programs have been taken by more than 90% of teams

Digital learning events have been held since 2020 In 2023, during Learning Thursdays, all Group employees were offered awareness-raising and training sessions every Thursday in June, in webinar, in-person, or e-learning format The topics discussed were Roquette's shared culture through compliance, safety, and business ethics, sustainable development, continuous improvement, leadership (including aspects of inclusion, diversity, and well-being at work)

In order to ensure the continuous development of its management teams and strengthen succession planning in the strategic business lines, the Group has set up a global “Odyssey” program dedicated to Leadership and Management skills  Pilots projects are being rolled out

In 2023, the Group managed to exceed its target by reaching 259 hours per employee

In addition to training, the Human Resources department conducts annual talent reviews (“People Reviews”) to address employees’ aspirations in line with the company’s needs and according to their performance and skills These reviews are based on the annual employee/manager interviews carried out as part of the performance monitoring and career discussions (or professional interview) These constructive discussions are a real opportunity to focus on the employee, their performance, and career development needs and aspirations in order to support them in their career planning Managers are routinely sensitized and trained on the importance of giving regular feedback

1.4 Promoting diversity

The diversity of our employees' culture and experience is one of the Group's greatest assets At Roquette, diversity and inclusion are expressed by sharing these experiences and valuing each person's individuality This principle of action helps to create a fulfilling working environment and strengthen the Group’s roots in local communities In 2023, employees were able to contribute to the promotion of the principles of diversity, equity, and inclusion through 58 initiatives

The Group reaffirms its commitment to encouraging interaction between generations, through integration programs for new arrivals, apprenticeships, international corporate volunteering (VIE), awareness-raising sessions on the topic of generations, as well as initiatives to transfer skills and expertise

In order to pursue its ambitions towards a long-term vision, the Group created the position of DE&I(diversity, equity and inclusion)

Manager in 2023 who is also in charge of the Talent Acquisition

SPECIAL FOCUS ON GENDER EQUALITY

In a historically male-dominated sector, gender equality is a priority at Roquette In 2023, 238% of permanent employees were women The Group reaffirms its ambition to reach a minimum of 25% by 2030

* Methodological note and details of 2023 workforce appended hereto.

In order to encourage women’s participation in industrial occupations, several initiatives have been launched Presentations were held and led by ambassadors in the schools located near the sites Communications campaigns are also being conducted to promote women’s place in manufacturing and science Internal initiatives include “Talk'n Job”: women in industry and learning expeditions within the operations and digital teams Particular attention is paid to diversity in succession planning Finally, targeted training is offered to raise awareness about equity and inclusion

In addition, women holding strategic positions is one of the keys to the Group’s successful development The goal is therefore to increase the number of women in management teams from 25% to 40% by 2030 This is a new key performance indicator that was implemented in 2023

The Women@Roquette network continues its work on every continent where the Group operates Each year, it rolls out specific initiatives that are adapted to the local context, culture, and needs like the W@R mentoring program in France and Brazil or themebased conferences on health and self-confidence in India and Spain aimed at everyone

Finally, the Group is convinced that recruitment is a strategic tool for supporting its diversity, equity, and inclusion ambitions Teams are therefore regularly trained on cognitive biases and anti-discrimination Gender equality is monitored on a quarterly basis through recruitment, promotion, and salary reviews

This year, Roquette is proud to say that its commitment to promoting and acting in favor of equity is also reflected in the gender equality index in France with a score of 93/100

COMMITMENT TO THE DISABLED

In France, May 13, 2022 marks an important milestone in Roquette's social progress: the Company signed its first agreement in support of the disabled Valid for two years, this agreement focuses on:

• Integrating and recruiting people with disabilities

• Keeping employees with disabilities employed and supporting them throughout their professional career

• Support mechanisms for employees with one or more dependent children with disabilities

In 2023, various events were held at the French sites to promote and make the signing of this agreement a reality Roquette’s participation in “DuoDays” is an example of this: this involves pairing up an employee with a disabled person to help them explore life in the company and its professions In 2023, nineteen “DuoDays” were held at the five French sites at the employees’ initiative Five duos were set up which enabled five disabled persons to learn about a Roquette job

1.5 Communication and internal dialog

INFORMING AND SHARING WITH TEAMS

In order to create a satisfying working environment and foster a desire to move forward together, dialog with employees is essential: it's one of the Group's long-held convictions Since 2016, Roquette has been offering a regular information point called “Roquette Connect” which brings together the executive committee and all group managers three or four times a year in a video conference In addition, “Roquette Connect+” sessions are also held twice a year for all Group employees The “Townhall” is another initiative that is emblematic of the Group’s commitment to dialog This initiative is implemented when members of the executive committee visit a site and use it to gather employees and pass on information directly to them

MAINTAINING SOCIAL DIALOG

Social interactions between Roquette management and employee representatives are governed by law in most countries Collective agreements often complement the legislation This is the case in France where there are agreements on value sharing (salaries, profit-sharing, and incentives) and the renewal of the agreement on jobs and career path management that were signed in 2023

In Spain and Brazil, discussions also resulted in agreements on working conditions Roquette is committed to fostering constructive dialog between management and employee representatives The regularity of these exchanges contributes to the quality of social dialog within the Group

At the Group's French sites, the company engages in dialog with employee representative bodies like the Social and Economic Committee (CSE) and the Health, Safety and Working Conditions Commission (CSSCT) Similar bodies also exist in Lithuania, Italy, and India Through regular exchanges with their representatives, the teams are kept informed of economic, social, and organizational developments

This year, the signing of 19 agreements with social partners is testament to the dynamic social dialog there is within the Group (for reference, 29 agreements were signed in 2022)

2.  Establishing a relationship of trust with all Group partners

In order to build lasting, trusting relationships with all our partners, we must ensure that everyone shares our values and ambitions in terms of ethics and sustainable development

Communicated to all suppliers in early 2020, the Group's Supplier Code of Conduct is based on several foundational documents: the Universal Declaration of Human Rights, the principles of the United Nations Global Compact, the International Labor Organization (ILO) conventions, and the Group's own Code of Conduct

For several years now, the Group has asked every new supplier to sign this code during the registration process What's more, signing this code is now a condition for qualifying all key suppliers As a result, in 2023, all suppliers who have been listed and qualified via the internal tool signed the code of conduct

Group-wide sustainability requirements are reinforced when selecting suppliers Starting in 2024, suppliers will be sent a questionnaire covering the topics of human rights, labor laws, health and safety, diversity, the environment, and climate By 2030, the Group aims to evaluate 100% of strategic suppliers using these criteria In the event of an unsatisfactory score (scale being defined), an action plan will be requested

3.  Promoting respect for human rights and fundamental freedoms

Human rights and fundamental freedoms are one of the Group’s most important requirements Uncompromising in these matters, the Group reinforces its oversight every year

3.1 Respect for human rights

The Group is committed to respecting and enforcing human rights in its own activities and business relationships The Group's fundamentals: the Universal Declaration of Human Rights, the principles set out in the International Labour Organization (ILO) conventions and by the United Nations (UN)

To ensure this compliance by the Group and its partners, two documents are used as a reference: the Group and supplier codes of conduct Roquette ensures that they are strictly enforced A mandatory training program was rolled out across the entire company in 2021 The program is ongoing and diversifying with the themes of anti-harassment and anti-discrimination, diversity and inclusion, and personal data protection

In addition, several channels for whistle-blowers have been set up: any employee can report any behavior that violates fundamental rights to their line manager or to the Human Resources department A whistleblowing called “SpeakUp” has also been set up: anonymized, this digital platform is open to all employees and external partners In 2023, “SpeakUp” logged 86 alerts, including 25 confirmed cases and 13 full investigations The main topics are business integrity and behavior The confirmed cases led to 11 disciplinary measures and several action plans to strengthen internal controls in particular

The whistleblower's guide published by Roquette guarantees the protection of any whistleblower acting in good faith and the absence of any retaliatory measures of any form or nature whatsoever This guide is available on the intranet in the Group’s nine languages

Finally, everyone can also call on the Group's specialized bodies and systems, like the Ethics & Compliance team, the Internal Audit department, and the Risk Management department

3.2 Data protection

Data security is an essential principle that determines the Group’s success, sustainability, and reputation It is covered by a Group policy based on the fundamental principles set out in the Code of Conduct and the Supplier and Distributor Codes of Conduct

In order to protect the personal data of its customers, partners, and employees as effectively as possible, the Group relies on a data protection officer (DPO) and a dedicated in-house team who work closely with the network of personal data protection coordinators in the corporate and regional departments

Roquette takes steps to protect information systems, sensitive information, and production tools In the event of a major incident, our teams are fully prepared to ensure business continuity

With a total score of 846/1000 in 2022, the global digital, cyber security and DPO teams achieved a “developed” rating in the Cybervadis assessment protocol This is an acknowledgment that demonstrates a high level of commitment in this area The assessment method 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 across the European Union, a new mandatory training course has been launched at Group level In addition, since 2021, HR teams have regularly completed these mandatory modules, including specific training on protecting employees’ and applicants’ personal data

4. Engaging with local communities

With operations in more than 100 different countries, Roquette is committed to its role as a local player We maintain close ties with the communities around the Group’s factories through support initiatives, listening, and dialog

4.1 A  unique manifesto, numerous regular actions

Roquette is committed to working every year to help local populations and communities develop, based on its mission statement 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 achieved by 2025, the new 2030 objective is to reach 100 actions This can be done through financial donations, skills sponsorship, and technicalsupport Roquette especially supports activities closely linked to nutrition, health, the environment, education, and emergency aid

This year in France, a health challenge was held at all Roquette sites to raise funds for associations like Agir pour le Cœur des Femmes As an added bonus, this initiative also promoted physical activity among employees

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 volunteering 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

4.2 Increased attention to the well-being of local residents

In addition to supporting local communities, the Group is particularly 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

4.3 Roquette Foundation for Health

The Group’s foundation contributes to educational programs on nutrition, studies on the impact of nutrition on diseases, and health projects

In particular, it encourages medical research to prevent, cure, and avoid the spread of diseases With almost 25 million euros donated since it was founded in 2017, the Foundation has contributed to almost 30 different projects, including seven international ones

For the 2023–2028 period, the foundation’s new commitment, “Healthy food for our health”, is embodied in three main objectives:

• Facilitating access to healthy, sustainable food for the most vulnerable

• Improving knowledge of the links between nutrition and health

• Sustainably promoting healthy eating habits

As part of this commitment, the third “Act&Help” event helped five associations supported by the Group’s employees in 2023 These associations supported projects in support of the UN’s second Sustainable Development Goal “Zero Hunger”

In 2024, the Roquette Foundation will continue to support operational projects related to nutrition and will award its third Research Award The aim is to reward the work of a young researcher from France, Italy, Spain, Lithuania, or Singapore on the following theme:

“food and nutrition issues and approaches in health prevention

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

Appendix 2: 2030 targets & United Nations Sustainable Development Goals (“SDGs”) correlation table

Appendix 3: Environmental data in absolute terms

Appendix 4: 2023 Workforce Tables

2023 - Number of permanent employees (“Group Scope”)

2023

                                       Including 1,430 Qualicaps (2023 acquisition)

Number of temporary workers (“Group Scope”)

2023

                                       including 86 Qualicaps

Number of regular + temporary employees (“Group Scope”)

2023

% women                                                                                                                                 238%

Permanent restricted workforce as a percentage of permanent Group workforce               82%

CONSOLIDATED FINANCIAL STATEMENTS

ROQUETTE GROUP

TABLE OF CONTENTS

•      Income 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

•      Note 30. List of consolidated subsidiaries  Page 86

•      Auditors' Report on the Consolidated 

Financial Statements  Page 88

INCOME STATEMENT, COMPREHENSIVE INCOME, BALANCE SHEET,  STATEMENT OF CASH FLOW AND CHANGE IN EQUITY

Income statement

Comprehensive income statement

Comprehensive income comprises all components of “profit or loss” and of “other comprehensive income”

Balance Sheet

Cash flow statement

Statement of changes in equity

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

NOTE 1

GENERAL PRINCIPLES

1.  General principles and statement of compliance

The parent company of the Roquette Group (or “the Group”) is a public limited company governed by French law whose registered office is located in Lestrem, France The accounting period ended December 31, 2023 contains twelve months, as well as the comparative accounting period ended December 31, 2022

In collaboration with its customers and partners, the Group is addressing current and future societal challenges as the world leader in plant-based ingredients (mainly corn, wheat, potato and pea), a pioneer in plant-based proteins and a major supplier of pharmaceutical excipients Each of these ingredients responds to unique and essential needs and they contribute to healthier lifestyles in the food, nutrition, and health markets

In accordance with European Regulation 1606/2002 of July 19, 2002 on international accounting standards, the Group's consolidated financial statements are drawn up in accordance with the IFRS standards and interpretations published by the IASB applicable for the year 2023, as approved by the European Union The comparative financial information was drawn up according to the same standards and interpretations

All of the texts adopted by the European Union are available on the website of the European Commission

These statements were approved by the Board of Directors on February 21, 2024

2. Texts applicable as of January 1, 2023

The following amendments, which are applicable starting from 2023, have no impact on the financial statements They include:

• IFRS 17 and related amendments, and IFRS 9 (first application of IFRS 17 relating to insurance contracts and IFRS 9, and comparative information)

• Amendments to IAS1 and IAS8 (information on significant accounting policies and definition of accounting estimates)

• Amendments to IAS12 (deferred taxes resulting from a single transaction and international tax reform “pillar 2”)

3.  Non-mandatory application texts as  of December 31, 2023

The Group has not anticipated any standards or interpretations mentioned hereinafter for which application is not mandatory as of December 31, 2023:

• Amendments to IAS1 (classification of current and non-current liabilities)

• Amendments to IFRS 16 (lease liabilities in connection with a lease)

• 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 group, thus strengthening its position as a major player in pharmaceutical solutions This acquisition will contribute to the company's strategic growth plan in the health and nutrition markets

Qualicaps, headquartered in Nara, Japan, is the world’s third largest supplier of pharmaceutical capsules With a solid customer base, including some of the world’s leading pharmaceutical companies, and more than 1,400 permanent employees based in various locations in Asia (Japan), Europe (Spain and Romania), and the Americas (Brazil, Canada, and the USA), Qualicaps is a global player that is known for its high-quality products and great capacity for innovation Qualicaps' global footprint, with its various industrial and R&D sites, will enable Roquette to expand its global presence and reach its customers and markets even more effectively

Over the 2023 financial year (three months), the business contribution resulting from this acquisition represents a turnover of approximately 43 million euros Current operating income amounted to approximately +2 million euros On an annualized basis, additional sales are expected to come in at around 220 million euros, and current operating income at around +20 million euros

The costs of this acquisition, which amount to 10 million euros, are described in Note 8 “Non-recurring items” and the goodwill generated (preliminary and pending allocation) by the transaction of 282 million euros is detailed in Note 6 “Consolidation Scope”

Continued deployment of the “Symphony” 

SAP ERP project

The implementation of the “Symphony” SAP ERP system continued during the 2023 financial year with full deployment within the Roquette Frères company for the Lestrem site This rollout marks the end of the project Further deployments are planned for 2024 and subsequent years at selected Group companies

NOTE 3

CONSOLIDATION METHODS

1. Consolidation methods

The subsidiaries consolidated by the Group are all entities controlled by the Group Control is the power to directly or indirectly govern the financial and operational policy of the entity with a view to obtaining economic benefits from its activities This situation is generally accompanied by the holding, directly or indirectly, of more than half of the voting rights The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the company controls another entity Subsidiaries are consolidated from the date of the acquisition of control

The companies on which the Group exerts a significant influence (percentage of control generally between 20% and 50%; significant influence is presumed to exist, unless it is clearly demonstrated that this is not the case, when the parent company holds, directly or indirectly, 20% of more of the voting rights in the company held) as well as joint ventures are accounted for using the equity method

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

The financial statements of subsidiaries are restated prior to consolidation under IFRS, where appropriate, in order to ensure consistency of their treatment at the Group level

2.  Functional currency and reporting currency

The euro is the Group’s reporting currency and the consolidated financial statements are presented in thousands of euros The financial statements of subsidiaries are established in their functional currency, ie the currency that most represents their economic environment

All of the financial data is rounded to the nearest thousand euros

3. Foreign currency transactions

Transactions conducted in currencies other that the functional currency of the entity are converted at the exchange rate in effect on the dates of the transactions

At each closing date, monetary items (receivables and payables) are converted at the closing rates and the resulting exchange difference is recognized in the income statement for the period

All differences are recognized in the income statement under “Financial income” and “Financial expenses” items, except for certain differences on foreign currency borrowings that constitute a hedge of the net investment in a foreign entity, which are recognized in other comprehensive income

4.  Translation of the financial statements of foreign companies

Asset and liability items for companies for which the functional currency is not the euro are converted into euros at the exchange rate in effect on the closing date of the period

The resulting conversion differences are recognized (in the “Change in translation adjustments” item of “Other comprehensive income”) until disposal of the investment

Income statement items are translated at the average rate for the year, which is an approximation of the exchange rate on the transaction date if there are no significant fluctuations However, if the exchange rates have fluctuated substantially, a calculation other than the arithmetical average annual rate can be used, in liaison with the seasonality of the activity

The “cash flow statement” items are translated at the average rate for the year

5.  Net investment in a foreign operation

The exchange rate differences on the conversion of a net investment of a foreign entity are recognized in the consolidated financial 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 treatment was applied starting in mid-2020 to a portion of the loans that the Group granted to Roquette India, following analyses of that subsidiary's financial situation that led to the recognition of an impairment of assets

The changes in values concerning financial instruments used to hedge foreign currency investments and on permanent advances to subsidiaries are also recognized in other items of the result for 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

6. Business combinations

Goodwill corresponds to the difference between the acquisition cost (ie the sum of the consideration transferred for non-controlling interests and, where applicable, the fair value of the previously held equity interest, minus the net amount recognized (generally at fair value) for identifiable assets acquired and liabilities assumed) and the fair value valuation of the assets and liabilities identified on the date of acquisition

The consideration transferred is measured at the fair value of the assets transferred, equity instruments issued, and liabilities incurred 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 recognizes goodwill over the entire amount of the identifiable assets and liabilities (full goodwill method) Any subsequent acquisition of non-controlling interests does not result in the recognition of additional goodwill Acquisitions and disposals of non-controlling interests are recognized directly in the Group's equity

If the consideration transferred is lower than the Group's proportionate share in the net assets of the acquired subsidiary measured at fair value, this difference (badwill) is recognized in the results 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

The consolidated financial statements are drawn up on a historical cost basis, except for:

• Some financial assets and liabilities evaluated at fair value

• Non-current assets held for sale, valued and recognized at the lower of their net book value and their fair value minus disposal costs as soon as their sale is deemed highly probable These assets cease to be depreciated as soon as they are classified as assets (or groups of assets) held for sale

2. “Current” vs. “non-current” classification

On the balance sheet, the assets and liabilities are classified as current and non-current

An asset is classed as a current asset if:

• The Group expects to realize the asset within twelve months after the reporting period

• The Group expects to realize the asset or intends to sell or consume it within its normal operating cycle; the Group holds the asset primarily for trading purposes; or

• If the asset is cash or a cash equivalent, unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the balance sheet date

All other assets are classified as non-current assets A liability is classed as a current liability if:

• The liability is due to be settled within twelve months after the reporting period

• The Group expects to settle the liability during its normal operating cycle

• The Group holds the liability primarily for trading purposes; or

• If the entity does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period

The recognition of a business combination must be completed within a period of twelve months after the date of acquisition This period applies to the assessment of identifiable assets and liabilities, consideration transferred and non-controlling interests

The costs directly attributable to the acquisition are recognized as expense

All other liabilities are classified as non-current liabilities

Deferred tax assets or deferred tax liabilities are classified as non-current assets and liabilities

3. Tangible and intangible assets

Intangible fixed assets

Intangible assets are carried at purchase price or production cost less accumulated amortization and impairment losses

Research costs are recognized in expenses when they are incurred Development expenditures, are capitalized when they meet the following criteria:

• Demonstration of the technical feasibility of the project and the availability of the necessary resources to complete the development

• Ability of the fixed asset to generate probable future economic benefits

• Reliable evaluation of the cost of the asset

• The Group's capacity and intention to complete the fixed asset and to put it into service or sell it

The intangible fixed assets that were acquired by the Group, in particular customer relations and patents, have a finite useful life They are recognized at cost less accumulated amortization and impairment losses

The amortization is calculated according to the straight-line method based on the cost of acquisition, over the following durations:

Acquired brands are analyzed with regard to their future use Brands which the Group does not expect to cease to be used and which are actively maintained are treated as intangible fixed assets with an indefinite useful life: they are therefore not amortized and are subject to annual impairment tests If an end-of-use and maintenance period for the brand is defined, the value of the brand is amortized over the remaining useful life

Development costs for internal-use software are capitalized when it is probable that they will generate future economic benefits The costs of configuring and customizing software used under the SaaS (Software as a Service) contract are recognized as expenses (IFRIC 04/21 interpretation)

Tangible fixed assets

Tangible assets are carried at purchase price or production cost less accumulated amortization and impairment losses

The cost of acquisition of a fixed asset includes the expenses that can be attributed directly to the acquisition of this fixed asset Borrowing costs that are directly attributable to the acquisition, construction or production of an asset for which preparation prior to use requires a substantial period of time are incorporated at the cost of this asset

Subsequent costs are included in the net book value of the asset or recognized separately, where applicable, if it is likely that the future economic benefits associated with this element will go to the Group and the cost of this asset can be evaluated reliably All other repairs and maintenance are recognized as expense during the financial period in which they are incurred

Investment properties are initially valued at acquisition cost, including transaction costs Subsequently, these properties are valued using the cost method, ie at their initial cost minus accumulated depreciation and any impairment losses

Depreciation of property, plant and equipment

The amortization is calculated according to the straight-line method based on the cost of acquisition, over the following durations:

4. Investment grants

Investment grants received for fixed asset purchases are recorded as liabilities on the balance sheet under “Other liabilities” (current or non-current depending on their maturity) and are recognized in the income statement under “Other operating income” at the same rate as the depreciation of the assets they are associated with

5. Rental agreements

Under IFRS 16, a rental agreement is a contract, or part of a contract, that grants the right to use an asset for a specified period of time in return for consideration

On the effective date of the rental agreement in which the Group acts as lessee, the rental agreement is recognized:

• On the asset side of the balance sheet as a right-of-use asset for an amount equal to the current value of the amount of rent still to be paid under the lease The right of use assets are amortized using the straight line method over the duration of the agreement Any gratuity or franchise included in the agreement is also spread out over the duration of the agreement

• As financial debt for the discounted amount of the remaining rent to be paid over the term of the lease

The durations retained for valuing the agreements are the contractual durations as well as any renewal option that the Group is reasonably certain to exercise The durations retained for assessing rental agreement commitments are in accordance with the decision of November 26, 2019 of the IFRIC

The discount rates applied correspond to the borrowing rates determined for each of the Group's companies according to their financial risk profile and according to the duration of the contracts

The Group applies the exemptions that are authorized by the standard concerning rental agreements for which the duration is less than twelve months and agreements concerning assets with a low unit value These agreements are however mentioned in the off- balance sheet commitments for an amount equal to the expenses of the fiscal years during which they will be incurred

The Group recognizes a deferred tax asset for any timing difference generated by the treatment of rental agreements

In the consolidated cash flow statements, payments of rent liabilities are presented in the cash flows from financing activities in the category “Other liabilities” in accordance with IFRS 16 “Rental Agreements”

The same accounting treatment applies to agreements which, although not in the legal form of a rental contract, meet the definition of a rental contract by granting the Group the right of use a particular item of property, plant and equipment in exchange for a payment or series of payments (see Note 5 “Judgment” concerning the assets of ECOGI) The identified rental contracts primarily concern rental contracts of freight cars, logistics warehouses, offices and company cars

6. Inventories

Inventories comprise all costs of purchase and other costs incurred in bringing the inventories to their present location and condition Costs for general administration and financial charges are excluded from the cost price of inventories

Inventories are valued at their lowest cost (essentially the “weighted average cost” method or the “first in first out” method, depending on the type of inventory) and net realizable value Net realizable value is the estimated selling price in the ordinary course of business, minus costs to be incurred for completion and selling Inventories of raw materials (or by-products) are valued based on their net realizable value

The Group may need to record depreciation on inventories based 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 anticipated

CO₂ emission rights

Where there are no IFRS standards or interpretations relating to the accounting for CO₂ emission rights, the following provisions are applied:

The quotas are managed as a production cost and as such are recognized in inventories:

• Emission quotas issued free of charge are accounted for nil

• Emission quotas acquired in return for payment are recorded at their acquisition cost

• The annual sales or restitutions of quotas are considered as leaving the inventories, recognized on a weighted average unit cost basis

CO₂ emissions quotas are traded for certified emissions reductions under the Kyoto protocol (CER: Carbon Emission Reduction and ERU: Emission Reduction Unit) These certified emissions reductions will be accounted for using the method applied to CO₂ emissions quotas

In the case where the obligations to remit at term are greater than the available quotas available in inventories, a provision is booked at market value

Forward market transactions are recorded at market value on the balance sheet in accordance with the rules applicable to financial instruments

7. Impairment of fixed assets

Fixed assets, including goodwill, intangible fixed assets and property, plant and equipment (including rights-of-use) are subjected to an annual impairment test In addition, whenever events or changes in the economic environment indicate a risk of depreciation (ie the appearance of indications of impairment) of goodwill, intangible assets or property, plant and equipment (including rightsof-use), the Group reviews their value Impairment tests consist of comparing the carrying amount of an asset, of a cash-generating unit (“CGU”) or of a group of CGUs to its net book value

The recoverable amount of fixed assets corresponds to the higher value between the useful value and the net fair value less costs to sell The unit value corresponds to the expected discounted future cash flows (excluding payment of rents for rights-to use, following application of IFRS 16) The net fair value of the costs to sell is determined, in particular, on the basis of multiples of operating results or comparable references available on the market

The CGUs correspond to subsidiaries or to combinations of subsidiaries that belong to the same geographic area and that generate cash flows that are independent of those generated by other CGUs The cash flows used as a basis for calculating the useful values come from the medium term plan of the CGUs covering the next five financial periods in general, and beyond this period, they are extrapolated by applying a perpetual growth rate that is specific to each CGU The cash flow are subject to discounting by application of a weighted average cost of capital determined according to the countries in which the CGU being studies operates

When the recoverable value of the asset of the CGU or group of 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

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

8. Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity, application of IFRS 9 “Financial instruments”

Financial assets

Financial assets are classified in one of the following three categories:

• Financial assets at fair value through the income statement

• Financial assets at amortized cost

• Financial assets at fair value through other comprehensive income (debt or equity instruments)

The classification determines the accounting treatment for these instruments It is determined on the date of the initial recognition, on the basis of the Group's objective in acquiring the asset and contractual characteristics of cash flows Purchases and sales of financial assets are recognized at the date of transaction on which the Group is committed to the purchase or sale of the assets A financial asset is derecognized if the contractual rights to the cash flows from the financial asset expire or if the asset has been transferred including the transfer of substantially all the risks and rewards

Financial assets at fair value through the income statement All of the financial assets that are not classed as being at amortized cost or at fair value through other elements of comprehensive income as described herein above are evaluated at fair value through the income statement

These are financial assets classified as held for trading that the Group has acquired principally for the purpose of selling in the near term, or any financial assets voluntarily classified in this category in the case where this designation significantly reduces an accounting mismatch that would have occurred otherwise These assets are measured at their fair value, and all changes are recognized in the income statement for the period

This category mainly comprises unconsolidated securities, investment securities and cash and cash equivalents, as well as derivative asset instruments

Financial assets at amortized cost

Financial assets at amortized cost are non-derivative financial assets, which are not designated at fair value through the income statement, for which all the following conditions are met:

• Its holding is part of a business model whose objective is to hold assets in order to collect contractual cash flows

• Its contractual conditions give rise to specified dates, to cash flows that correspond solely to reimbursements of the principal and to interest payments on the outstanding principal

This category mainly comprises long-term investments, deposits and bonds and trade receivables

Financial assets at fair value through other comprehensive  income (equity)

A debt instrument is evaluated at fair value through other elements of comprehensive income if all of the following conditions are met and if it is not designated at fair value through the income statement:

• Its holding is part of a business model whose objective is achieved both through collecting contractual cash flows and through selling financial assets

• Its contractual conditions give rise to specified dates, to cash flows that correspond solely to reimbursements of the principal and to interest payments on the outstanding principal

During the initial recognition of an equity security which is not held for the purposes of transactions, the Group can irrevocably decide to present in the other elements of comprehensive income the later variations of the fair value of the security This choice is made for each investment

Financial liabilities

The evaluation of financial liabilities depends on their classification in one of the following categories:

Borrowings and financial debts, trade accounts payable and  other liabilities

Borrowings and financial debts, trade accounts payable and other liabilities are initially recognized at fair value then measured at amortized cost using the effective interest method

Financial liabilities at fair value through the income statement

Financial liabilities designated at fair value by option, other than derivative liabilities, are evaluated at fair value Changes in fair value are recognized in the income statement The transaction costs linked to setting up these financial liabilities are recognized immediately as expense

This category mainly includes passive derivative instruments It should be noted that the Group does not hold any financial liabilities designated at fair value option

Depreciation of financial assets

The IFRS 9 model for depreciating expected credit losses applies to financial assets valued at amortized cost and to contract assets

The corrections in value for losses in terms of expected credit losses correspond either:

• To expected credit losses for the next twelve months, which correspond to possible defaults during the twelve months after the closing date

• To expected credit losses over the life of the financial instruments, which correspond to all possible defaults over the expected life of the financial instruments

Roquette uses the simplified model to write down trade receivables, determined by valuation of expected losses based on historical loss rates, taking into account current market conditions

Hedge accounting

The Group uses various financial instruments in order to reduce its exposure to the risks of foreign exchange, the interest rate and changes in the price of cereals, energy and certain industrial purchases

Methodology

IFRS 9 “Financial Instruments” defines a more qualitative and prospective approach for assessing the effectiveness of these hedges Thus, the Group has designated more risk management strategies in for hedging relationships, in particular those that involve the hedging of a risk component (other than the exchange rate risk) of a non-financial asset

The Group uses derivative foreign exchange contracts in order to hedge the variability in cash flows that can be attributed to variations in the exchange rates The group designates only the variation in fair value of the spot element of the exchange contract as the hedging instrument in the hedging relationship of cash flows

The effective portion of the change in fair value of the hedging instrument is recorded in the cash flow hedge reserve as a separate item in other comprehensive income

Type of strategy and recognition

All of the derivative instruments are recognized on the balance sheet in other current and non-current assets and liabilities according to their maturity and the accounting qualification and evaluated at fair value on the date of transaction Changes in the fair value of derivative instruments are recorded in the income statement, except in the case of cash flow hedges and net investment hedges

Derivative instruments that are designated as hedging instruments are classified by hedging category according to the nature of the risked hedged:

• The cash flow hedge enables to hedge the risk on future cash flow changes related to recognized assets or liabilities or a highly probable anticipated future transaction that will affect the consolidated income statement

• The fair value hedge makes it possible to hedge the risk in the change in fair value of a recognized asset or liability or unrecognized firm commitment that could affect consolidated net income

• The net investment hedge makes it possible in particular to hedge the risk of a change in activities abroad

Hedge accounting can only be applied if all the following conditions are met:

• There is a clearly identified, formalized and documented hedging relationship as of the date of inception

• The effectiveness of the hedging relationship is demonstrated retrospectively and prospectively The results obtained as such must fall within a confidence interval between 80 % and 125 % as defined by the Group in terms of risk management

The accounting treatment of financial instruments qualified as hedging instruments, and their impact on the income statement and balance sheet, is differentiated according to the type of hedging relationship:

• For cash flow and net investment hedges:

• The effective portion of the change in the fair value of the hedging instrument is directly recognized in other comprehensive income These amounts are reclassed in the income statement symmetrically to the method for recognizing the hedged items, ie primarily as gross margin for commercial hedging operations and in financial result for financial operation hedges

• The ineffective portion of the hedge is recorded in the income statement when the hedges are not settled When the hedges are settled, the ineffective portion is presented in the income statement on the same line as the hedged item

• For fair value hedges, the hedged component of these items is valued in the balance sheet at its fair value The change in this fair value is recorded on the financial result statement and is offset, to the extent effective, by matching fair value gains and losses on the hedging instrument

The variation in the fair value of points of exchange derivative term contracts (discount/premium elements) are recognized separately as “hedging costs” They are recorded in other elements of comprehensive income

9. Cash and cash equivalents

The “Cash and cash equivalents” items corresponds to short-term investments that are liquid and easy to convert into a known amount of cash and which are subjected to a negligible risk in terms of a change in value

For the cash flow statement, cash and cash equivalents include cash flow and cash flow equivalents as defined herein above, less outstanding bank overdrafts

10. Income tax

The tax expense for the period includes payable tax and the deferred tax for the period Tax expense is recognized in the income statement, unless it relates to items recognized in equity or other comprehensive income, in which case it is recognized in equity or other comprehensive income

Current income taxes

The tax currently payable is based on taxable profit for the year

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 uncertainties as to the tax to be paid

Deferred income taxes

In application of IAS 12, the group recognizes deferred taxes over all of the temporary differences between the values of the assets and liabilities in the consolidated financial statements and their tax values in the accounts of the consolidated entities

Deferred tax assets are recognized for all deductible timing differences, unused tax losses and unused tax credits, to the extent that it is probable that taxable profit will be available against which the deductible temporary difference timing differences, unused tax losses and unused tax credits could be utilized Deferred tax liabilities are recognized for all of the taxable timing differences

Deferred taxes are not recognized when the deferred tax liability is the result of the initial recognition of goodwill or the initial booking of an asset or a liability in a transaction which is not a business combination and which affects neither accounting income nor taxable income or loss

Concerning deductible timing differences associated with investments in subsidiaries, branches and associates, deferred tax assets are only recognized to the extent that it is probable that the timing difference will be reversed in the foreseeable future and that taxable profit will be available against which the timing difference can be utilized

Concerning taxable temporary differences associated with investments in subsidiaries, branches and associates, deferred tax liabilities are recognized only when the date on which the timing difference will reverse can be controlled and when it is probable that the timing difference will not be reversed in the foreseeable future

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 that sufficient taxable profit will be available to allow all or a portion of this deferred tax asset to be utilized Non-recognized deferred tax assets are revalued at each closing date and are recognized insofar as the probability exists that a future taxable benefit will allow their recovery

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 asset is realized, based on tax rates (and tax regulations) in force or substantially in force on the closing date The effects of the changes in rates are recorded in the tax expense for the period in which they are known The evaluation of the amount of deferred taxes takes account of the uncertainties concerning the amount of income tax

Deferred tax assets and liabilities are offset if a legally enforceable 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

11. Own shares

When the Group buys back its own shares, they are recognized at cost and are deducted from equity No gain or loss is recognized in net profit/loss during the purchase, sale, issue or cancellation of the Group's shares Dividends paid on these own shares are canceled Any difference between the carrying amount of the associated liability and the consideration given or received is recognized in equity

12. Provisions

Provisions are recorded when there is a present obligation resulting from a past event, that will probably result in an outflow of resources embodying economic benefits and for which the amount can be reliably estimated

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 particular on the assessment of the merits of the claims, the progress of the proceedings and/or litigation and the arguments put forward in defense, on the understanding that the occurrence of events during the course of the proceedings may result in a reassessment of the risk at any time

When the effect of the time value of money is significant, provisions with maturities of over one year are calculated at a discounted value that corresponds to the best estimate of the expense required to extinguish the current obligation on the closing date The discount rate used is a rate that reflects current market assessments of the 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 implemented or has been announced before the end of the reporting period The restructuring costs for which a provision is recognized correspond primarily to social costs (redundancy payments, early-retirement payments, costs of notice periods not served, etc), to branch closures and to indemnities for the termination of agreements with third parties

The other provisions correspond to the risks and expenses identified specifically They are primarily linked to disputes and litigation

13.  Post-employment and other long-term employee benefits

The French companies and certain Group subsidiaries participate in providing various types of employee benefits in accordance with the laws and practices of each country

Certain subsidiaries grant their employees the benefit of retirement plans with defined services or with defined contributions

Defined contribution plans

As part of defined contribution plans, the Group has no obligation to make additional payments over and above the agreed contribution payments

For these plans, the contributions are expensed when incurred

Defined allowances plans

As part of defined allowances plans, the Group agrees to pay a defined benefit after the employee's employment These plans include for example post-employment contract benefits paid when the employee retires (in particular at the subsidiaries in France, Italy, and Great Britain) or coverage of medical costs that the Roquette America subsidiary grants to its retirees which is directly funded by the company

These plans generate a provision that corresponds to the commitment for the payment of the service The balance sheet provision corresponds to the discounted value of the commitments, adjusted for the fair value of plan assets

These commitments are valued based on the projected credit unit method based on basis conventions or agreements in force at each company Under this method, each period of service gives rise to an additional unit in terms of benefit entitlement and each unit is assessed separately to calculate the final commitment The existence of intermediate levels is taken into account in the analysis of the benefit that will ultimately be awarded, based on the best estimate of the level that will be reached by the employee at the date of the post-employment benefit This commitment is then discounted

These plans are subject to an actuarial evaluation by independent actuaries every year The actuarial assumptions used to determine these commitments vary according to the economic conditions of the country in which the plan is located (in particular concerning the level of future compensation, the probable remaining working life of employees, life expectancy and staff turnover) Actuarial gains and losses arising from modifications in assumptions and from the difference between the results estimated according to actuarial assumptions and actual results are recognized immediately as other elements of comprehensive income

Past service cost, which is the increase in an obligation following the introduction of a new plan or the modification of an existing plan, is immediately recognized as an expense if the benefits have already been earned

The expenses concerning this type of plan are recognized in current operating income (cost of past services) and in financial result (financial costs and expected return on the assets)

The reductions, settlements or modification of plans are recognized in current operating income or in financial result according to their nature

14.  Non-current assets held for sale

In accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”, significant non-current assets and groups of significant assets held for sale, classified as held for sale, are measured at the lower of their carrying amount and fair value minus selling costs They are classes as assets held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use

This condition is regarded as met only when the sale is highly probable and the asset is available for immediate sale in its present condition Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification

Tangible and intangible fixed assets, once classed as held for sale, are no longer amortized Assets and liabilities that have been classified as held for sale are reported as separate line in the current items of the balance sheet

A discontinued operation is a component of an entity that either has been disposed of, or is classified as held for sale, and:

• Represents a separate major line of business or geographical area of operations

• Is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations

• Or is a subsidiary acquired exclusively with a view to resale

In the income statement, the net income coming from discontinued operations is reported separately from the net income from continuing operations In addition, the income statement is restated for the comparative period

15. Turnover

Turnover consists mainly of sales of products and services by the Group

IFRS 15 imposes a single recognition model for sales in 5 steps, based on the transfer of the control of the goods and services identified in the contracts with the customers:

• Existence of a contract

• Existence of performance obligations

• Determination of the transaction price

• Allocating the transaction price

• Recognition of the sales figures

Sales of goods are recognized when the Group has transferred the control of the good to the purchaser In practice, this corresponds to considering each shipment or delivery of merchandise as a performance obligation, when the amount of the sale can be measured reliably and when collection is reasonably assured Sales of finished products and merchandise are primarily carried out with industrial customers The sales contracts are generally for a period of one year The performance obligation, in terms of IFRS 15 is deemed to be satisfied at the time of shipment or delivery of the good in the required specifications

In the vast majority of cases, the Group is the producer of the goods sold and therefore acts as the principal in control of the good or service prior to its transfer to the customer Consequently, the Group recognizes turnover for the full amount of the transaction Otherwise, when the Group acts as an agent, which is rare, the turnover recognized corresponds to the margin generated or the commission received

Services are recognized over the period in which they are rendered

Sales are measured at the fair value of the consideration received in exchange for the goods and services sold, excluding tax, net of any rebates and discounts

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

16.  Current operating income and non-recurring items

In order to facilitate analyzing the Group's performance, a “current operating income” indicator was introduced in the income statement

This indicator excludes the unusual income and expenses which are isolated on a line called “Non-recurring items”

These non-recurring items can include, for example, significant items such as:

• Reorganization and restructuring costs, including certain personnel expenses relating to the personnel concerned by these plans over the entire financial period

• The impairment losses recognized on tangible and intangible assets or the associated reversals

• Subsidiary acquisition and integration costs

• The impact of significant disputes

• Badwill

Drawing up financial statements according to IFRS implies that the Group makes a certain number of estimates and retains certain assumptions that are deemed to be realistic and reasonable

These estimates are based on an assumption of continuity of business and are established according to the information available at the time the consolidated financial statements are drawn up The estimates can be revised if the circumstances on which they were founded change or subsequent to new information The actual results can be different from these estimates The current situation is not likely to call into question the assumption of the Group’s going concern, given the solid operational performance for the financial year, in line with previous financial years

According to the changes in the economic context, certain facts and circumstances could therefore result in changing these estimates or assumptions, which would affect the financial situation, the income statement, and the Group's cash flow

The valuation of certain assets and liabilities when preparing these consolidated financial statements is based on certain assumptions, in particular for the following items

Evaluations retained for impairment tests

The assumptions and estimates are made for determining the recoverable value of goodwill, of intangible and tangible fixed assets in particular on the market perspectives required for assessing the cash flow and the discount rates retained Any modification made to these assumptions can significantly affect the amount of the recoverable value The main assumptions retained by the Group are described in Note 14 “Impairment tests on goodwill and other non-financial assets”

The sensitivity to these assumptions and estimates is as high as ever this year given the economic volatility the Group faced in 2023 and the macroeconomic forecasts for 2024 Economic performance for CGUs in the Americas (including Brazil but excluding Canada) and China showed significant improvement The business plans anticipate at least a continuation of these performances during the 2024 financial year Group management considers the assumptions used to be realistic and appropriate However, unfavorable changes in market trends in relation to the business assumptions used by the Group’s management could have a significant adverse impact on impairment tests during the next financial year (see sensitivity impact in Note 14)

More specifically, 2023 performance for the Portage asset in Canada fell short of expectations due to difficult market conditions Considering the market outlook, the significant impairment recorded on this asset during the 2022 financial year (287 million euros) and the fact that this recent asset was commissioned only two years ago, the Group retained the carrying amount at the end of 2023 as the recoverable value of this asset The Group remains highly focused on the performance of this asset and the plant-based protein market and continues to adapt its strategy to improve the performance of this asset

Evaluations of pension liabilities

The Group offers benefits through defined contribution plans or defined allowances regimes The commitments related to these plans are calculated based on actuarial calculations The main assumption refers to the discount rate (the assumption that has the greatest impact on the valuation of commitments) Other assumptions are taken into account, such as future salary increases, the return on investments dedicated to these plans, the employee turnover rate, and mortality tables Most of these assumptions are updated on an annual basis Details on the assumptions retained and the methods for determining them are provided in Note 21 “Employee benefits” The Group feels that the actuarial assumptions retained are appropriate and justified under the current conditions However, these commitments can change in the event the assumptions change

Recognition of deferred tax assets on tax-loss carry forwards

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 integrate 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 intervening 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 transferred 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 cost is a reasonable approximation of fair value

Assets of the ECOGI entity

In 2011, Roquette Frères and ECOGI signed a contract for the supply of superheated water through the construction of an asset making it possible to draw from the geothermal heat in Alsace

The analysis of this contract leads the Group to consider that it meets the criteria defined by IFRS 16 (IFRIC Interpretation 4 prior to the year 2019), unchanged with the introduction of IFRS 16 in 2019 This asset is therefore presented under the usage rights on the asset side and under rent debt on the liabilities side

On this basis, the assets of ECOGI (a 40% owned company by Roquette Frères) were recognized for 100% in the Group's accounts for a gross amount of 359 million euros The asset was put into service during the year 2016 As of December 31, 2023, after amortization, the net amount of the fixed asset amounts to 229 million euros (compared to 247 million as of December 31, 2022)

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 consolidated 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:

* 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

The other sales are primarily comprised of sales of energy produced by the cogeneration units of the Group's industrial sites

The Group's sales by geographical zone can be broken down as follows:

2. Cost of goods sold and external charges

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

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

5. Other operating income and expenses

Subsidies include in particular an amount of 73 million euros in terms of the research tax credit in France, compared to 72 million euros in 2022

NOTE 8

NON-RECURRING ITEMS

Over the financial period 2023, non-recurring items stood at -4 million euros The main impacts are described below

In 2022, non-recurring items amounted to -277 million euros

Qualicaps group acquisition and integration costs:

-10 million euros

The expenses incurred by the Group for the acquisition and integration of Qualicaps amounted to 10 million euros These expenses include fees, consulting costs, and operating costs of the integration team

Sale of Planttec Medical: +6 million euros

During the financial year, the Group sold Planttec Medical This sale results in a capital gain of 6 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

During the last year of this agreement in 2023, Expenditures incurred amounted to 5 million euros for severance pay, retirement benefits, end-of-career part-time work, and other support costs These expenses were provisioned

The remaining provision at the year-end amounts to 3 million euros to cover future expenditures in 2024, for departures recorded in 2023, and in subsequent years for costs relating to end-of-career part-time work costs Thus, over the financial year, the updated provision resulted in a reversal of 2 million euros in the income statement

Other impacts in 2023

During the financial year, the group sold Roquette Klötze This sale resulted in a capital loss of 1 million euros in the income statement

1. Cost of net financial debt

The cost of net financial debt corresponds to the difference between all financial income relating to investments made by the Group, regardless of their nature, and all financial expenses relating to financing used by the Group, regardless of their nature

The cost of financial debt relating to rental agreements (application of IFRS 16) amounts to 32 million euros for the year 2023, compared to 36 million euros for the year 2022

There was an increase in the cost of net financial debt during the 2023 financial year, due to higher financing costs (general rise in interest rates) at 332 million euros and financing the Qualicaps group acquisition since October 2023 (see Note 22 “Financial Debt”)

The average financing rate is 40% in 2023 (excluding IFRS16) compared to 16% in 2022

The average interest rate on investments is 24 % compared to 09% in 2022

2. Other financial result

Other financial expenses include financial expenses relating to employee benefits, commissions paid to brokers, and provisions for non-consolidated investments

“Foreign exchange results and financial instruments” includes the net impact of the translation of items denominated in foreign currencies, the change in value of derivative instruments not qualifying as hedges (notably gas and cereals) During the 2022 financial year, this item was affected by the decline in value of certain non-qualified hedges on cereals and energy in connection with the bearish markets at the end of 2022 In 2023, this item was impacted by these unrealized positions, which reversed with a positive impact on the financial result, offset by frictional effects between the change in exchange rates and the underlying investments being hedged The French entities Roquette Frères, Roquette Malause, Siladour, Roquette 4, and Roquette Ventures benefit from the tax consolidation system

Current taxes correspond to the amounts of tax owed to the tax authorities for the period, according to the rules and tax rates in effect in the various countries, as well as provisions for taxes and the impact of tax audits

The current tax expense for the 2023 financial year can be broken down as follows:

The European Union supported the agreement resulting from the OECD’s work on the global anti-base erosion rules called “GloBE – Pillar 2” which were adopted on December 14, 2022, EU Directive 2022/2523 on Pillar 2 This pillar aims to ensure a minimum level of global taxation for multi-national corporate groups and large national groups in the European Union This directive was transposed into French law in the 2024 Finance Act Since the Roquette Group generates turnover of more than 750 million euros, these minimum taxation rules will apply from the 2024 financial year The Group is actively working to identify and assess the impacts in terms of any additional taxation The Group expects little additional taxation, 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 324% for the year 2023 (185% in 2022, excluding the impairment of the Canadian asset recognized as a non-recurring item) In 2023, the base rate for tax on companies in France was 2583% (including the additional contribution)

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”

3. Analysis of deferred tax assets and liabilities

The accounting rules and methods that apply to deferred taxes are described in Note 410

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:

NOTE 11

GOODWILL

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 02 million euros

NOTE 12

INTANGIBLE FIXED ASSETS

NOTE 13

TANGIBLE FIXED ASSETS

Tangible fixed assets are comprised of fixed assets held as capital and rights of use on tangible fixed assets

1. Tangible fixed assets held as capital

“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

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:

The rental agreements primarily concern rental agreements for freight cars, logistics warehouses, offices and company cars, of which the main characteristics and method for evaluation are as follows:

• Freight car rental: the French and American companies signed rental agreements for freight cars for conveying raw materials or the delivery of finished products The duration of these agreements was estimated either by using the contractual duration for standard freight cars (duration between one and ten years) or the duration of the service life of the freight cars for those that have special features requested by the Group (duration up to twenty years)

not significant enough to create an implicit obligation to remain in the premises The duration of the agreements ranges from one year (renewable agreements) to over fifteen years (specific warehouse rental agreements)

• Company cars: the duration of the agreements was estimated based on the contractual durations (about three years)

Rights of use on land correspond to long-term leases, particularly in Lithuania and China

Residual rental expenses relating to short term rental agreements, low value rental agreements, or variable payments are not material

1. Testing principles

The cash-generating units (CGUs) are determined in accordance with operational reporting They correspond to the regions

The tests are performed in accordance with the methods described in the valuation rules and methods, and taking into account the assumptions and estimates required to perform these tests, as described in Note 5 “Judgments, estimates and significant assumptions”

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 profitability calculations and at over 150 euros per ton in its long-term investment assumptions in Europe

The Group conducts these impairment tests on three levels:

• Goodwill and fixed assets are subject to systematic annual testing at the regional level

• If there is an indication of impairment (including goodwill), the assets of a country or entity are subject to a specific test;

• In the event of a strategic decision relating to certain assets or groups of assets (reallocation, proposed disposal, workshop closure, etc), they are also subject to a specific test

CGUs consist of the following tangible and intangible assets (including goodwill):

• Europe: all assets located in Europe;

• Americas: assets of Roquette Canada (Portage), Roquette America (Keokuk and Gurnee), Sethness USA, and Itacel in

Brazil;

• China: all assets located in China;

• Greater Asia: mainly the assets of Roquette India

Considering the diversity of assets within the CGUs, specific impairment tests are carried out on certain assets, especially Roquette Canada (Portage), Itacel, and Roquette India

Discount rates have risen (except in India), notably due to the increase in risk-free rates

During the year, other tests did not lead to any significant change in impairments: the changes for the year are essentially linked to exchange rate variations and to reversals of impairments on individual assets against depreciation

The impairment recognized in prior periods mostly concerns the following assets:

• Europe: Roquette Frères after decisions to close workshops and Roquette Amilina with regard to industrial equipment with no prospective use

• Americas: Roquette Canada mainly (see Note 5 “Significant judgments, estimates and assumptions”)

• China: Guangxi Nanning Chemical Pharmaceutical and Roquette Biotech Nutritionals These companies retain a remainder in depreciation in terms of depreciation on specific assets

• Greater Asia: assets of the company Roquette India

NOTE 15

INVESTMENTS IN ASSOCIATES

3. Sensitivity of the tests of the retained assumptions

Over all of the tests conducted and for the entire Group:

• 05 point increase in the discount rates would have an impact of -7 million euros on the tests

• 05 point decrease in the discount rates would have an impact of +8 million euros on the tests

• 05 point increase in the perpetual growth rate would have an impact of +6 million euros on the tests

• 05 point decrease in the perpetual growth rate would have an impact of -5 million euros on the tests

As mentioned in Note 5 “Significant judgments, estimates and assumptions”, the sensitivity of the tests is significant given the economic uncertainties, especially concerning the tests on assets in India and Brazil Thus, beyond the discount rate and the infinite growth rate, the major sensitivity is the Group’s ability to achieve its business plans

In this respect, the sensitivity of the tests to a 10% drop in EBITDA over the life of the business plan is as follows:

• An impact of -19 million euros on Roquette India (additional depreciation)

• No significant impact on Itacel

As explained in Note 5 “Significant judgments, estimates and assumptions”, the recoverable amount of the Portage asset in Canada is the carrying amount In this respect, there is no strict sense sensitivity to the above assumptions However, failure to achieve the business plan in 2024 would have an impact on the recoverable amount

The amount of securities in the equity method changed from 88 million euros in 2022 to 82 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 significant

Note 30 presents the entities that this aggregate is comprised of

NOTE 16

CURRENT AND NON-CURRENT FINANCIAL ASSETS

Securities

The securities correspond to the Group's non-consolidated entities They are valued in accordance with the methods described in the rules and evaluation methods During the financial year, the Group invested in Kofitech in South Korea

These entities are not consolidated because they do not meet the criteria for consolidation (if the Group does not control them) or using the equity method (if the Group exercises significant influence), or because they are not material

Receivables from equity interests

These receivables correspond to loans to companies accounted for using the equity method and are consolidated, for their net amount, in the calculation of net debt The Group no longer has any receivables related to investments

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

These investments are integrated into the net debt calculation

As part of the diversification of its investment portfolio, the Group had subscribed to various investments with financial counterparties During the 2023 financial year, a significant number of investments were discontinued in order to streamline the Group’s financing

In line with the financial policy set up, these investments have the following characteristics:

• No risk of capital loss except in the case of default of the counterparty

• Monitored and managed counterparty risk

• Foreseeable compensation over a determined period of time NOTE 21

EMPLOYEE BENEFITS

According to the laws and customs of each country, the Group's personnel benefit from long-term or post-employment benefits in addition to short-term compensation These additional benefits take the form either of defined contribution plans or defined allowances plans, as explained in Note 413 “Post-employment and other longterm employee benefits”

Defined allowances regimes give rise to an actuarial evaluation by independent experts These policies mainly concern:

• Retirement plans and medical coverage in the United States, in the United Kingdom, and in Germany

• End-of-career allowances in France, Italy, India, and Japan

1. Main actuarial assumptions

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 319%, compared to 374% 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 220% for the 2023 commitments

2. Changes in defined allowances regimes