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