Annual Report And Financial Statements 2023 - Profertil (2024)

In 2023, we began the year with the goal of launching projects that reinforce our mission and commitment: to cultivate the land responsibly to produce greater quantities of higher-quality food.

During 2023, Profertil entered into an agreement with YPF Luz, ensuring that 100% of the electricity consumed at its Granulated Urea plant would be sourced from wind energy. This contract, spanning 10 years, involves integrating a third wind farm into our supply chain, gradually transitioning towards a renewable energy supply of nearly 100% by 2025, based on the output of the participating wind farms.

The new agreement provides 95 GWh/year, equivalent to the power needs of 23,730 homes. The estimated reduction in CO2 emissions amounts to 26,000 tons per year.
When combined with the 50,500 tons previously reduced under the prior contract, our Scope 2 greenhouse gasemissions linked to electricity provision are reduced to zero. This milestone not only positions Profertil as one of the few companies in the country with zero Scope 2 emissions, but also establishes us as a leader in prioritizing the transition to more sustainable practices

Another significant achievement was Profertil reaching a historical record in Urea sales volume. Within this context, we commercialized more than 1,328,000 tons, a figure derived from the annual production and remaining stock from 2022. Given potential challenges in product importation, the company decided that surplus production from the previous year would not be exported. Instead, it would be stored to ensure the necessary stock to supply the domestic market in 2023.

From an operational standpoint, we entered into a longterm agreement for natural gas supply. The contract allows us to secure a substantial portion of the gas required to operate for a period of 4 to 5 years, ensuring security around our operations and financial predictability to adjust our structure to the costs of the raw material needed for production.

Considering the growth of the domestic market and the recently achieved production levels, another noteworthy operational safety development was the hiring of a second ship. This addition will allow us to increase our logistical capacity.

Regarding infrastructure and equipment improvements aimed at ensuring the safety and efficiency of the complex, in 2023, we conducted a new plant turnaround lasting 23 days. This turnaround involved the participation of over 500 additional workers. Despite this, the production complex in Bahía Blanca performed well, reaching production levels of approximately 1,220,000 tons of Urea and 734,000 tons of Ammonia. The reliability factors (actual operating time vs. expected) were 98.80% in the Urea plant and 90.78% in the Ammonia plant.

Additionally, we progressed in the construction of the piles and the base of the new tank for Proaire, our automotive-grade Urea solution. The development of detail basic engineering will allow us to mitigate risks in supplying customers, contributing to the reduction of emissions caused by diesel engines during combustion. Simultaneously, we initiated work to improve workspaces by expanding the dining room and constructing an exclusive dressing room for female operators. The proportion of female personnel in this segment now exceeds 10%

Finally, we are continuing to analyze the viability of two projects that intersect with our activities and reinforce our commitment to sustainability. One is the +Urea project, aimed at doubling the production capacity of the plant.

The second is the Green or Low-Carbon Ammonia project, a challenging initiative that does not currently exist in the country. It involves transforming Grey Ammonia through green hydrogen from electrocatalysts and energy.

All these initiatives, milestones, and projects slated to continue in 2024 would not have been possible without the commitment of our people. In this context, throughout 2023, we worked on defining specific action lines within the framework of the cultural transformation process initiated in 2021. Our aim is to become an organization that promotes simplicity, focus, openness to communication, and strategic thinking.

Furthermore, we extended paternity leave to two months to encourage shared responsibility, promote fathers´ involvement in childcare, and support families during the most important moments.

As a final noteworthy point, we must mention another piece of data that fills us with pride: the results of the Well-being and Engagement Survey. It boasted an outstanding response rate of 76%. The results obtained in the dimensions of Organizational Well-being, Engagement, and the Employee Net Promoter Score (eNPS) indicator —which allows us to gauge workers’ loyalty— were highly satisfactory, allowing us to think big and project new challenges for 2024.

To conduct a thorough analysis of the information, it’s crucial to bear in mind that Bahía Blanca faced a tragic situation towards the end of the year due to an unprecedented storm on December 16th. This event had severe consequences for both the city and the

community of Ingeniero White. From the outset, Profertil made itself available to local authorities to be part of the reconstruction, and in this context, the following actions were carried out:

• In collaboration with other companies within the Bahía Blanca petrochemical complex, we provided support for the acquisition of materials needed by the thousands of families whose homes were impacted or completely destroyed. In this framework, we collectively donated 320 tons of sheet metal, an amount that covers 80% of the materials needed for the complete reconstruction of the city.
• We facilitated the contributions of food bags along with neighboring development societies.
• As the year 2024 began, we joined the “Clubes de Pie” and “Orgullo Escolar” projects, two municipal initiatives aimed at the reconstruction of sports facilities and educational institutions affected with the help and contribution of the city’s main companies.. From Profertil, we will be supporting the works at the Pacífico, Bella Vista, Defensores del Sur, and Huracán clubs Regarding educational institutions, we are involved in the refurbishment of kindergarten schools No. 953, 905, and 932, as well as primary schools No. 15 and 13 in the town of Ingeniero White.This initiative is expected to continue with a medium-term plan, which will include reforestation stages to recover the more than 14,000 trees fallen during the storm, among other actions.

Given that 100% of our operations are conducted in Argentina, Profertil is subject to the economic, political, regulatory, and climatic conditions prevailing in the country.

In recent years, the Argentine economy has faced challenges such as low or stagnant growth, periods of heightened volatility and instability, rising levels of inflation and poverty, multiple currency devaluations, and a general deterioration of macroeconomic indicators and institutional roles.

In this context, throughout the year 2023, the macroeconomy in Argentina was characterized by:

• Economic deceleration. According to data from the INDEC, both the Gross Domestic Product (GDP) and the Monthly Indicator of Economic Activity (EMAE) showed a gradual deceleration (-0.8% and -1.4% respectively as of October 2023). This trend was attributed to several factors, including the uncertainty of an election year, the impact of a drought on the harvest, restrictions on importing necessary inputs for domestic industry, and increased credit costs, among others.
• Monetary policy and inflation. Despite government efforts to implement monetary policies and price controls, the lack of a clear inflationary anchor resulted in record levels of inflation, reaching 211.4% annually in 2023. This significant inflationary pressure decreased the purchasing power of citizens.
• Exchange Rate and Competitiveness. Since the beginning of 2021, the Multilateral Real Exchange Rate Index (ITCRM) has been appreciating, leading to our products and services becoming less competitive. This, along with a lower availability of foreign currency due to poor harvests, put pressure on the exchange rate throughout 2023. Although the government implemented measures to stabilize it—interventions in the foreign exchange market, futures, and various exchange controls—it did not achieve a permanent solution, and the exchange rate increased by 356.4%, rising from 177.13 ARS/USD in December 2022 to 808.48 ARS/USD in December 2023.idas vinculadas al sector energético).
• Public debt. Argentina continued to face challenges with its public debt, lacking access to international credit markets and having its IMF program on standby.. According to data from INDEC, external public debt in 2022 amounted to $276,473 million dollars, and by the third quarter of 2023, it had risen to $283,517 million dollars. This situation led the government to resort to monetary issuance and borrowing in the local market as the only financing tools available. To accomplish this, both the Treasury and the Central Bank conducted multiple issuances of bonds linked to the exchange rate and price evolution, which are unlikely to be eroded, potentially placing greater pressure on public accounts in the coming years.
• Fiscal policy and support measures. The government supported various sectors affected by the sustained increase in relative prices through measures that impacted the economy. These included assistance programs for retirees and pensioners, as well as subsidies for sectors facing difficulties. However, these programs had an impact on public spending and raised concerns about long-term fiscal sustainability.

In this context, the new government took office on December 10, 2023. The recent administration confronts macroeconomic challenges, such as reducing inflation, achieving trade and fiscal surpluses, accumulating reserves, managing the exchange rate, and improving the competitiveness of the local industry based on variables that affect it, among others. Predicting the impact of measures implemented by the new government to date, or potential additional measures, including those related to the energy sector, is challenging

FERTILIZER MARKET IN
ARGENTINA

Product demand

The domestic fertilizer market closed the 2023 fiscal year with an estimated volume of 4.6 million tons.

Within nitrogen products, the volume of granulated urea remained practically stable compared to the previous year, closing 2023 with approximately 2.1 million tons of product declared by the industry

Regarding resale products, we closed the year with a sales volume of 69,785 tons, which is 16.3% higher than in 2022.

In the industrial sales segment, there were increases of 17% in the commercialization of Anhydrous Ammonia domestically, and 11.6% in the sale of Automotive Grade Urea, reaching 13,353 and 39,080 tons respectively during the annual period. This marks the eighth consecutive year of growth for the Automotive Grade Urea segment.

Import and Export activities of the company

During 2023, we imported 33,150 tons of fertilizers for resale, which is 20% less than in 2022, in line with the difficulties faced by the industry in importing products.

On the other hand, exports of Anhydrous Ammonia amounted to 15,501 tons, which were more in response to operational plant balancing needs rather than seeking to develop markets. These operations were carried out entirely under spot conditions

Price evolution

Regarding the reference prices of external markets, the price of Granulated Urea FOB Arab Gulf (AG) averaged $350 per ton in 2023 compared to $655 in 2022, representing an annual decrease of 47%. This decline is primarily attributed to the typical fluctuations in the fertilizer market between supply and demand. To a lesser extent, it is also related to the reduction in the intensity of geopolitical conflicts that affected the world in general and the market in particular in 2022. However, the price level remains historically high

Management of the Company

Profertil is a corporation equally owned by YPF S.A. and Agrium Holdco Spain SL. In accordance with the bylaws and Argentine legislation, it is governed by a Board of Directors composed of 6 regular directors and 6 alternate directors, appointed in equal parts by said partners.

During this period, Mrs. María Martina Azcurra, a director appointed by shareholder YPF, served as the President of the Board of Directors, while Mr. Miguel Eduardo Morley, a director appointed by shareholder Agrium, held the Vice Presidency.

The Board of Directors bears the responsibility for administering, implementing policies, and directing Profertil’s activities. Decisions pertaining to these matters are made based on the design of structures and corporate governance practices, which are guided by the Company’s Bylaws and Code of Ethical Conduct.

Furthermore, the Steering Committee oversees the dayto-day management of the Company and is comprised of the general management and representatives from nine other departments.

The Steering Committee Team is accountable for supervising and managing the Company’s performance through its Integrated Management System (SIG), governed by established procedures and policies. These include the mission, vision, and values, the code of ethics, the integrated policy of quality, health, safety, environment, and energy, as well as management objectives and indicators, which collectively guide the actions of the company.

Profertil’s internal policies prioritize transparency, integrity, honesty, shareholder participation, the proper functioning of the Board of Directors, and the independence of the external auditor

Internal Control System

Board members actively participate in quarterly meetings, where fundamental decisions for the proper functioning and administration of the company are made.

Additionally, the individual responsible for the Compliance and Legal areas assumes the role of compliance officer to further strengthen our robust culture of compliance and work cross-functionally with all sectors of the Company. Finally, all company processes are evaluated by an external and independent auditor.

As part of our Comprehensive Compliance Program, in 2023 we repeated the evaluation process of its maturity level, a task entrusted to the external auditor. This annual evaluation based on an objective matrix allows us to visualize the progress and impact of each action with a focus on continuous improvement. It also enables us to gather specific recommendations to remain at the forefront of best practices in terms of integrity and compliance.

In alignment with the above, in 2023 we progressed in the second stage of the Building Compliance program, an initiative aimed at establishing a forum for collaboration and collaborative work with all our stakeholders, especially with our value chain. Through this program, initiatives that promote the development of their own integrity programs are encouraged, proposing a long-term evolution process and joint construction

Profertil maintains an Integrated Management System (SIG, Spanish acronym) that encompasses quality, environment, health, and safety, adhering to international standards. It also complies with the conditions outlined by ISO certifications, which are revalidated every three years. This system is dedicated to activities focused on risk prevention for people, the environment, facilities, and product quality.

In terms of quality management, a notable achievement in 2023 was the renewal of certification under the ISO 9001 standard.

Regarding issues related to environmental management,as is customary within the area, we complied with the environmental monitoring program. This program incorporates requirements from relevant authorities and measurements defined internally by the company:

• Fixed emission sources.
• Air quality.
• Discharge of liquid effluents.
  
• Monitoring of underground water.
• Management and final disposal of waste.

In this way, Profertil complies with current legislation and demonstrates environmentally responsible operation both at the Bahía Blanca complex and at Terminales Norte (San Nicolás and Puerto General San Martín).

Throughout this period, we continued to adhere to andparticipate in the Responsible Environmental Care Program administered by the Argentine Chamber of Chemi-
cal and Petrochemical Industries (CIQyP).

In June, we obtained the Environmental Suitability Certificate for Puerto General San Martín, valid for three years, and in November, the revalidation of the ISO 14001 stanIn June, we obtained the Environmental Suitability Certificate for Puerto General San Martín, valid for three years, and in November, the revalidation of the ISO 14001 standard, which establishes how to implement an effective environmental management system. Additionally, the external audit for maintaining the ISO 50001 standard was also positive.

In another context, we obtained the recertification of the Protect & Sustain program from the International Fertilizer Association (IFA) and received the Annual Environmental Certificate from the Nation necessary for the export of hazardous waste—recoverable catalysts.

Finally, in December, we carried out an important activity to contribute to the circular economy by exporting 105 tons of spent catalyst to the Republic of Korea, where it will be used as a special waste for metal recovery

Regarding health and safety, in 2023, we implemented a safety observation plan during the plant turnaround, which yielded excellent results: no accidents resulting in personnel injury occurred during the 23 days of work.

We also renewed the certification of the ISO 45001 standard on occupational health and safety (OHS).

Another significant milestone in safety was the implementation of the Digital Personal Protection Element (DRIXIT) with the panic button activation. Throughout the year, we worked to promote responsibility in using this tool, which facilitates locating individuals during an emergency and allows for prompt assistance if needed.

SUSTAINABILITY MANAGEMENT
AND REPORTING

As part of our strategy, at Profertil, we are committed to enhancing sustainability in both our management policies and processes, as well as our daily practices.

In line with this, during 2023, we undertook the following initiatives:

• We signed an agreement with YPF Luz (see chapter “Our activities during the 2023 fiscal year”) whereby 100% of the electricity consumed in our Ingeniero White complex will be from renewable sources. This will enable us to reduce Scope 2 emissions to zero, in pursuit of ever more sustainable production.
• We analyzed the corporate strategy and its connection to sustainability strategy to ensure the integration of action plans with the strategic initiatives defined by the company.
• We have incorporated Sustainable Development Goals (SDGs) 6, 7, and 9 as priorities for Profertil, which, along with 2, 5, 8, 12, 13, and 17, form the key objectives for the goals by 2030.
• We conducted a review and update of the targets and objectives for 2025 for the priority SDGs, along with the Key Performance Indicators (KPIs), to measure and monitor progress.
• We defined the targets for 2030 for the priority SDGs collectively between the Sustainability Team and the Management Team.

• We created the position of Sustainability Coordinator, which was filled internally by an individual with extensive experience and expertise within the company.
• We conducted training on sustainability (ESG) and reporting for the team involved in preparing the Sustainability Report, with the aim of aligning concepts and perspectives. The Director of the Sustainability Program at the Universidad Católica Argentina (UCA) led the activity.
• We enhanced and created new green spaces in the entrance area of the Ingeniero White complex as part of the implementation of the forest intervention project. This action is of utmost importance in mitigating climate change and reducing carbon footprint.
• We launched our 12th Sustainability Report, providing an account of the Company’s economic, social, environmental, and governance management in 2022. One of our main challenges for 2024 is to incorporate the opportunities identified in the ESG corporate assessment to optimize the information gathering stage, reduce the document preparation time, and thus
  achieve its launch in the first semester of 2024.

FINANCIAL AND OPERATIONAL
INFORMATION OF THE COMPANY

The financial statements of the company for the fiscal year ended on December 31, 2023, were approved by the Board of Directors on March 5, 2024

Main variations in assets and liabilities

At the end of the 2023 fiscal year, the company’s total assets reached $782,185 million, representing a 232% increase compared to the balance at December 31, 2022.

The non-current assets, totaling $536,235 million, showed a 421% increase compared to the previous year. This variation is mainly due to an increase in the “property, plant, and equipment” category valued at $350,962 million, as a result of additions during the year totaling $10,675 million, appreciation of $701,641 million considering the conversion to pesos from historical US dollar values according to the company’s functional currency, partially offset by corresponding depreciations and their conversion to $359,949 million, and by disposals and transfers of $1,402 million. The main investments made during the 2023 fiscal year were focused on the purchase of equipment, spare parts, and materials for future maintenance of the industrial complex.

The current assets, totaling $245,950 million, showed an increase of 85% compared to the previous year. This variation corresponds to an increase in the item “investments in financial assets” by $53,553 million and, to a lesser extent, an increase in the item “accounts receivable” by $39,617 million.

Regarding the company’s liabilities, at the end of 2023, it totaled $235,714 million, representing an increase of 207% compared to the balance at December 31, 2022. The non-current liabilities, totaling $150,007 million, increased by 298% compared to the previous year, primarily driven by an increase in the item “deferred tax liabilities” of $104,619 million. The current liabilities reached a value of $85,708 million, representing an increase of 120% over the close of the 2022 fiscal year, due to the increase in the item “accounts payable” by $25,425 million and, to a lesser extent, an increase in the item “short-term loans” by $12,440 million.

Both the variations in assets and liabilities previously referenced are mainly explained by the effect of converting dollar-denominated figures into Argentine pesos, due to the depreciation of the Argentine peso (annual variation AR$/USD: 356%).

FINANCIAL SITUATION AT THE END OF THE FISCAL YEAR

Despite prevailing regulations and a limited volume of exports, Profertil managed to meet all its financial obligations in 2023, including the reduction of its debt from export prefinancing. This reduction was facilitated by the proceeds from ammonia exports during the year.

The average indebtedness rate in 2023 was approximately 5.28% ANR. Notably, no loans were needed to finance working capital. It is worth mentioning that at present the Company has a negative net debt position.

Economic-financial indicators

The following are the main economic-financial indicators, compared to those of the previous fiscal year

Main variations in results, fund generation and application, and indices

The variations in results and in fund generation and application for the year ended December 31, 2023, and their comparison with the year ended in 2022, have been detailed in the informative review corresponding to the individual Financial Statements.

Transactions with related companies

During 2023, there were purchases, sales, and financing transactions with related companies, under general market conditions.
These have been detailed in Note 27 of the individual Financial Statements (see page 41)

BOD REMUNERATION POLICY

BOD remuneration

The applicable regulations outline guidelines for the annual compensation of the members of the Board of Directors and the Audit Committee.

Remuneration for the chair and all other directors necessitates ratification by a General Ordinary Shareholders’ Meeting. In this context, the Shareholders’ Meeting unanimously approved the resignation made by the directors of the company to receive fees in their capacity as such for the year 2022. Similarly, as of December 31, 2023, the company has not incurred expenses related to director remuneration.

Bonus and Incentive Plans

The company has a variable bonus scheme based on the achievement of corporate objectives and individual goals.
These are defined annually and, after a monitoring process, undergo a final evaluation to determine their level of achievement

DIVIDENDS AND PROPOSAL FOR ALLOCATION OF INCOME

The Company has not adopted a formal policy regarding dividends. Each fiscal year, the Board carefully assesses the possibility of recommending dividend payments to the shareholders. Historically, dividends have been approved and distributed based on net and realized income for each fiscal year, as well as in compliance with prevailing legal regulation. The Board takes into account several factors including funding requirements for investment, maintenance plans, debt servicing, working capital needs and the general economic and financial conditions.

According to the 2023 financial statements, the accumulated unallocated earnings of the company at the end of the fiscal year under consideration amounted to $197,045 million. These include the result of the fiscal year amounting to $6,826 million and accumulated translation differences of $190,219 million. It is noted that, based on the change in accounting policy adopted by the Board of Directors of the company on March 7, 2023, and in accordance with the terms provided by Resolution No. 941/2022 of the National Securities Commission, the accumulated translation differences were appropriated in the Other Comprehensive Income account to each of the components of equity that gave rise to them, as explained in note 2.b1 of the Financial Statements at the close of the 2023 fiscal year.

In this regard, the Board deems it appropriate to propose to the General Shareholders’ Meeting to allocate the aforementioned unappropriated earnings to the payment of dividends in cash and/or in kind for a total of $197,045 million.

Furthermore, it is reported that article 70 of the General Companies Law No. 19550 establishes that no less than 5% of the net profits realized during the fiscal year shall be allocated to the legal reserve until it reaches an amount equal to 20% of the share capital, a condition that was met during the fiscal year ended on December 31, 2013.

Also, under the terms of the CNV General Resolution# 941/2022, it is ratified that by virtue of the appropriation of the accrued conversion differences to capital stock it was necessary to appropriate $ 286,492 million corresponding to the conversion differences accrued in the Other Comprehensive Income account to the increase of said reserve

OUTLOOK

In 2024, our commitment to sustainably nurture the earth remains unwavering. We will continue to produce and commercialize products and services aimed at enhancing crop yields and increasing food availability. Our focus will be on continuous improvement in processes and operations, innovation, sustainability, and financial prudence in decision making. Additionally, the health of our team members will remain paramount.

The scenario will likely continue to be particularly challenging, with the assumption of a new government in December 2023. Through Decree of Necessity and Urgency 70/2023 (DNU), the new government has declared a state of public emergency in economic, financial, fiscal, administrative, social, and health matters until December 31, 2025. The goal is to restore public finances and establish national regulatory reform aimed at deregulating the Argentine economy.

Despite persistent uncertainty surrounding local macro-economic variables and challenges in accessing foreign currency, the implementation of certain measures is anticipated to provide greater predictability to meet assumed commitments. In this line, we will work to mitigate cost pressures due to the context of high inflation, while closely monitoring product prices to optimize results for the benefit of our shareholders.

Regarding commercial prospects for 2024, they are expected to be more favorable than the past two years. Flexibility, both for purchasing and accessing foreign currency for fertilizer imports, is a crucial variable for market growth. Furthermore, the end of the drought that significantly impacted agricultural and livestock activities in our country by the end of 2023 is a positive development. Expectations for the next harvest include higher volumes of cereal and oilseed production. These issues will have a financial effect with working capital available to implement crops for the next season under better weather conditions, which will result in better use of technology. We anticipate an increase in the planting area of grasses, and probably also in application doses, which will have a direct impact on nitrogen consumption. In this contextand according to our market analysis, it is highly probable to expect growth comparable to that of 2021 when the fertilizer market totaled 5.7 million tons, of which 2.3 million tons were urea.

In terms of operations, we expect to continue with stable production conditions and a commitment to continuous improvement. Several investment projects are also planned, focusing on two fundamental areas: improving the operation of the current plant and promoting the well-being of our collaborators and teams.

Likewise, we will continue exploring and analyzing the feasibility of the +Urea project for a possible construction of a new plant to double fertilizer production in the country in the medium term.

ACKNOWLEDGMENTS

Profertil thanks all the staff for their collaboration during the management of this fiscal year, the shareholders for the assistance received, and the bank institutions and vendors in general for their support.

Buenos Aires, March 5, 2024.

The Board of Directors