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Befreiender Jahresabschluss zum Geschäftsjahr vom 01.01.2022 bis zum 31.12.2022

Ingevity Holdings SRL

Brüssel/Belgien

F-con 1

ANNUAL ACCOUNTS AND/OR OTHER DOCUMENTS TO BE FILED IN ACCORDANCE WITH THE BELGIAN COMPANIES AND ASSOCIATIONS CODE

IDENTIFICATION DETAILS (at the filing date)

NAME- Ingevity Holdings

Legal form: Limited liability company

Address: des Olympiades Nr.: 2 Box:

Postal code: Town: Evere

Country: Belgium

Register of legal persons - Commercial court: Brussels, French-speaking

Website ¹ :

E-mail address ¹ :

Company registration number 0402.720.145

DATE 25/ 02 / 2022 of filing the most recent document mentioning the date of publication of the deed of incorporation and of the deed of amendment of the articles of association.

This filing concerns:

[X] the ANNUAL ACCOUNTS in EURO approved by the general meeting of 20 / 10 / 2023

[X] the OTHER DOCUMENTS

regarding

the financial year covering the period from	01 / 01 / 2022	to	31 / 12 / 2022
the preceding period of the annual accounts from	01 / 01 / 2021	to	31 / 12 / 2021

The amounts for the preceding period are /[are not] ² identical to the ones previously published.

Total number of pages filed: 46 Numbers of the sections of the standard model form not filed because they serve no useful purpose: 6.1, 6.2.1, 6.2.2, 6.2.4, 6.2.5, 6.3.1, 6.3.4, 6.4.2, 6.5.2, 6.7.2, 6.8, 6.17, 6.18.2, 6.20, 8, 9, 11, 12, 13, 14, 15

1 Optional mention.

2 Strike out what does not apply.

Signature, name and position

Signature, name and position

F-con 2.1

LIST OF DIRECTORS, BUSINESS MANAGERS AND AUDITORS AND DECLARATION REGARDING A COMPLIMENTARY REVIEW OR CORRECTION ASSIGNMENT

LIST OF THE DIRECTORS, BUSINESS MANAGERS AND AUDITORS

COMPLETE LIST with surname, first names, profession, place of residence (address, number, postal code and municipality) and position within the company

Johan Verriest Verbindingsstraat 13, 2830 Willebroek, Belgium	Manager 30/09/2020 -
Wheeler Beth Oyster Reef LN 2129 box 9403, SC 29466 Mount Pleasant, United States	Manager 25/02/2022 -
Platt Philip John Coolidge Street 4248 box 7161, SC 29466 Mount Pleasant, United States	Manager 25/02/2022 -
BDO BEDRIJFSREVISOREN BV Nr.: 0431.088.289 Da Vincilaan 9, 1930 Zaventem, Belgium Membership nr.: B00023	Auditor 05/01/2022 - 14/05/2024

Represented by:

	Delbeke Michaël
	Da Vincilaan 9, 1930 Zaventem, Belgium
	Membership nr.: A02323

F-con 2.2

DECLARATION REGARDING A COMPLIMENTARY REVIEW OR CORRECTION ASSIGNMENT

The managing board declares that no audit or correction assignment has been given to a person who was not authorised to do so by law, pursuant to art. 5 of the law of 17th March 2019 concerning the professions of accountant and tax advisor.

The annual accounts [were] / were not ^* audited or corrected by a certified accountant or by a company auditor who is not the statutory auditor.

If affirmative, mention hereafter: surname, first names, profession and address of each certified accountant or company auditor and his membership number with his Institute as well as the nature of his assignment:

A.	Bookkeeping of the enterprise ^** ,
B.	Preparing the annual accounts ^** ,
C.	Auditing the annual accounts and/or
D.	Correcting the annual accounts.

If the tasks mentioned under A. or B. are executed by accountants or tax accountants, you can mention hereafter: surname, first names, profession and address of each accountant or tax accountant and his/her affiliation number with the Institute of Tax Advisers and Accountants (ITAA) and the nature of his/her assignment.

Surname, first names, profession and address

Affiliation number

Nature of the assignment (A, B, C and/or D)

^* Strike out what is not applicable.
^** Optional information.

F-con 3.1

ANNUAL ACCOUNTS

BALANCE SHEET AFTER APPROPRIATION

	Discl.	Codes	Period	Preceding period
ASSETS
Formation expenses	6.1	20
FIXED ASSETS		21/28	87.485.434	86.884.369
Intangible fixed assets	6.2	21
Tangible fixed assets	6.3	22/27	935.805	370.740
Land and buildings		22
Plant, machinery and equipment		23	131.848	157.339
Furniture and vehicles		24	98.509	142.991
Leasing and similar rights		25
Other tangible fixed assets		26	36.831	70.410
Assets under construction and advance payments		27	668.617
Financial fixed assets	6.4/6.5.1	28	86.549.629	86.513.629
Affiliated enterprises	6.15	280/1	86.510.176	86.510.176
Participating interests		280	86.510.176	86.510.176
Amounts receivable		281
Enterprises linked by participating interests	6.15	282/3
Participating interests		282
Amounts receivable		283
Other financial assets		284/8	39.453	3.453
Shares		284
Amounts receivable and cash guarantees		285/8	39.453	3.453
CURRENT ASSETS		29/58	66.910.644	23.848.820
Amounts receivable after more than one year		29
Trade debtors		290
Other amounts receivable		291
Stocks and contracts in progress		3
Stocks		30/36
Raw materials and consumables		30/31
Work in progress		32
Finished goods		33
Goods purchased for resale		34
Immovable property intended for sale		35
Advance payments		36
Contracts in progress		37
Amounts receivable within one year		40/41	29.216.639	6.152.130
Trade debtors		40	623.606	544.196
Other amounts receivable		41	28.593.033	5.607.934
Current investments	6.5.1/6.6	50/53
Own shares		50
Other investments		51/53
Cash at bank and in hand		54/58	37.205.932	17.505.422
Deferred charges and accrued income	6.6	490/1	488.073	191.268
TOTAL ASSETS		20/58	154.396.078	110.733.189

F-con 3.2

	Discl.	Codes	Period	Preceding period
EQUITY AND LIABILITIES
EQUITY		10/15	124.249.677	109.526.386
Contribution	6.7.1	10/11	186.025.000	186.025.000
Available		110
Not available		111	186.025.000	186.025.000
Revaluation surpluses		12
Reserves		13	116.453	116.453
Reserves not available		130/1	116.453	116.453
Reserves statutorily not available		1311	116.453	116.453
Aquisition of own shares		1312
Financial support		1313
Other		1319
Untaxed reserves		132
Available reserves		133
Accumulated profits (losses) (+)/(-)		14	-61.891.776	-76.615.067
Investment grants		15
Advance to associates on the sharing out of the assets ⁴		19
PROVISIONS AND DEFERRED TAXES		16
Provisions for liabilities and charges		160/5
Pensions and similar obligations		160
Taxation		161
Major repairs and maintenance		162
Environmental obligations		163
Other liabilities and charges	6.8	164/5
Deferred taxes		168

⁴ Amount to substract from the other part of the equity

F-con 3.2

	Discl.	Codes	Period	Preceding period
AMOUNTS PAYABLE		17/49	30.146.401	1.206.803
Amounts payable after more than one year	6.9	17	16.646	16.646
Financial debts		170/4	16.646	16.646
Subordinated loans		170
Unsubordinated debentures		171
Leasing and other similar obligations		172
Credit institutions		173
Other loans		174	16.646	16.646
Trade debts		175
Suppliers		1750
Bills of exchange payable		1751
Advances received on contracts in progress		176
Other amounts payable		178/9
Amounts payable within one year	6.9	42/48	29.664.893	1.180.136
Current portion of amounts payable after more than one year falling due within one year		42
Financial debts		43	28.309.718
Credit institutions		430/8	28.309.718
Other loans		439
Trade debts		44	459.450	446.166
Suppliers		440/4	459.450	446.166
Bills of exchange payable		441
Advances received on contracts in progress		46
Taxes, remuneration and social security	6.9	45	863.607	721.652
Taxes		450/3	87.661	105.729
Remuneration and social security		454/9	775.946	615.923
Other amounts payable		47/48	32.118	12.318
Accruals and deferred income	6.9	492/3	464.862	10.021
TOTAL LIABILITIES		10/49	154.396.078	110.733.189

F-con 4

INCOME STATEMENT

	Discl.	Codes	Period	Preceding period
Operating income		70/76A	6.995.986	5.583.542
Turnover	6.10	70		177.072
Stocks of finished goods and work and contracts in progress: increase (decrease) (+)/(-)		71
Own work capitalised		72
Other operating income	6.10	74	6.995.986	5.406.470
Non-recurring operating income	6.12	76A
Operating charges		60/66A	6.440.350	5.175.487
Raw materials, consumables		60		132.445
Purchases		600/8		132.445
Stocks: decrease (increase)		609
Services and other goods		61	2.118.441	1.647.916
Remuneration, social security costs and pensions (+)/(-)	6.10	62	4.139.687	3.244.788
Depreciation of and other amounts written off formation expenses, intangible and tangible fixed assets		630	103.552	128.538
Amounts written off stocks, contracts in progress and trade debtors: Appropriations (write-backs) (+)/(-)	6.10	631/4
Provisions for liabilities and charges: Appropriations (uses and write-backs) (+)/(-)	6.10	635/8
Other operating charges	6.10	640/8	78.670	21.800
Operating charges carried to assets as restructuring costs (-)		649
Non-recurring operating charges	6.12	66A
Operating profit (loss) (+)/(-)		9901	555.636	408.055
Financial income		75/76B	15.421.733	9.106.613
Recurring financial income		75	15.421.733	2.835.056
Income from financial fixed assets		750	14.930.774	2.830.634
Income from current assets		751		365
Other financial income	6.11	752/9	490.959	4.057
Non-recurring financial income	6.12	76B		6.271.557
Financial charges		65/66B	450.591	78.918
Recurring financial charges	6.11	65	450.591	78.918
Debt charges		650	342.615	59.081
Amounts written off current assets except stocks, contracts in progress and trade debtors: appropriations (write-backs)
(+)/(-)		651
Other financial charges		652/9	107.976	19.837
Non-recurring financial charges	6.12	66B
Gain (loss) for the period before taxes (+)/(-)		9903	15.526.778	9.435.750
Transfer from deferred taxes		780
Transfer to deferred taxes		680
Income taxes (+)/(-)	6.13	67/77	803.487	-34.503
Taxes		670/3	803.487	22.727
Adjustment of income taxes and write-back of tax provisions		77		57.230
Gain (loss) of the period (+)/(-)		9904	14.723.291	9.470.253
Transfer from untaxed reserves		789
Transfer to untaxed reserves		689
Gain (loss) of the period available for appropriation (+)/(-)		9905	14.723.291	9.470.253

F-con 5

APPROPRIATION ACCOUNT

	Codes	Period	Preceding period
Profit (loss) to be appropriated (+)/(-)	9906	-61.891.776	-76.615.067
Gain (loss) of the period available for appropriation (+)/(-)	(9905)	14.723.291	9.470.253
Profit (loss) brought forward (+)/(-)	14P	-76.615.067	-86.085.320
Withdrawals from capital and reserves	791/2
on the contribution	791
from reserves	792
Transfer to capital and reserves	691/2
to the contribution	691
to legal reserve	6920
to other reserves	6921
Profit (loss) to be carried forward (+)/(-)	(14)	-61.891.776	-76.615.067
Owners' contribution in respect of losses	794
Profit to be distributed	694/7
Dividends	694
Directors' or managers' entitlements	695
Employees	696
Other beneficiaries	697

F-con 6.2.3

	Codes	Period	Preceding period
CONCESSIONS, PATENTS, LICENCES, KNOW-HOW, BRANDS AND SIMILAR RIGHTS
Acquisition value at the end of the period	8052P	xxxxxxxxxxxxxxx	500
Movements during the period
Acquisitions, including produced fixed assets	8022
Sales and disposals	8032
Transfers from one heading to another (+)/(-)	8042
Acquisition value at the end of the period	8052	500
Depreciations and amounts written down at the end of the period	8122P		500
Movements during the period
Recorded	8072
Written back	8082
Acquisitions from third parties	8092
Cancelled owing to sales and disposals	8102
Transferred from one heading to another (+)/(-)	8112
Depreciations and amounts written down at the end of the period	8122	500
NET BOOK VALUE AT THE END OF THE PERIOD	211

F-con 6.3.2

	Codes	Period	Preceding period
PLANT, MACHINERY AND EQUIPMENT
Acquisition value at the end of the period	8192P	xxxxxxxxxxxxxxx	349.344
Movements during the period
Acquisitions, including produced fixed assets	8162
Sales and disposals	8172
Transfers from one heading to another (+)/(-)	8182
Acquisition value at the end of the period	8192	349.344
Revaluation surpluses at the end of the period	8252P	xxxxxxxxxxxxxxx
Movements during the period
Recorded	8212
Acquisitions from third parties	8222
Cancelled	8232
Transferred from one heading to another (+)/(-)	8242
Revaluation surpluses at the end of the period	8252
Depreciations and amounts written down at the end of the period	8322P	xxxxxxxxxxxxxxx	192.005
Movements during the period
Recorded	8272	25.491
Written back	8282
Acquisitions from third parties	8292
Cancelled owing to sales and disposals	8302
Transferred from one heading to another (+)/(-)	8312
Depreciations and amounts written down at the end of the period	8322	217.496
NET BOOK VALUE AT THE END OF THE PERIOD	(23)	131.848

F-con 6.3.3

	Codes	Period	Preceding period
FURNITURE AND VEHICLES
Acquisition value at the end of the period	8193P	xxxxxxxxxxxxxxx	945.330
Movements during the period
Acquisitions, including produced fixed assets	8163
Sales and disposals	8173
Transfers from one heading to another (+)/(-)	8183
Acquisition value at the end of the period	8193	945.330
Revaluation surpluses at the end of the period	8253P	xxxxxxxxxxxxxxx
Movements during the period
Recorded	8213
Acquisitions from third parties	8223
Cancelled	8233
Transferred from one heading to another (+)/(-)	8243
Revaluation surpluses at the end of the period	8253
Depreciations and amounts written down at the end of the period	8323P	xxxxxxxxxxxxxxx	802.339
Movements during the period
Recorded	8273	44.482
Written back	8283
Acquisitions from third parties	8293
Cancelled owing to sales and disposals	8303
Transferred from one heading to another (+)/(-)	8313
Depreciations and amounts written down at the end of the period	8323	846.821
NET BOOK VALUE AT THE END OF THE PERIOD	(24)	98.509

F-con 6.3.5

	Codes	Period	Preceding period
OTHER TANGIBLE FIXED ASSETS
Acquisition value at the end of the period	8195P		533.398
Movements during the period
Acquisitions, including produced fixed assets	8165
Sales and disposals	8175
Transfers from one heading to another (+)/(-)	8185
Acquisition value at the end of the period	8195	533.398
Revaluation surpluses at the end of the period	8255P	xxxxxxxxxxxxxxx
Movements during the period
Recorded	8215
Acquisitions from third parties	8225
Cancelled	8235
Transferred from one heading to another (+)/(-)	8245
Revaluation surpluses at the end of the period	8255
Depreciations and amounts written down at the end of the period	8325P	xxxxxxxxxxxxxxx	462.988
Movements during the period
Recorded	8275	33.579
Written back ...	8285
Acquisitions from third parties	8295
Cancelled owing to sales and disposals	8305
Transferred from one heading to another (+)/(-)	8315
Depreciations and amounts written down at the end of the period ...	8325	496.567
NET BOOK VALUE AT THE END OF THE PERIOD	(26)	36.831

F-con 6.3.6

	Codes	Period	Preceding period
ASSETS UNDER CONSTRUCTION AND ADVANCE PAYMENTS
Acquisition value at the end of the period	8196P	XXXXXXXXXXXXXXX
Movements during the period
Acquisitions, including produced fixed assets	8166	668.617
Sales and disposals	8176
Transfers from one heading to another (+)/(-)	8186
Acquisition value at the end of the period	8196	668.617
Revaluation surpluses at the end of the period	8256P
Movements during the period
Recorded	8216
Acquisitions from third parties	8226
Cancelled	8236
Transferred from one heading to another (+)/(-)	8246
Revaluation surpluses at the end of the period .	8256
Depreciations and amounts written down at the end of the period	8326P	xxxxxxxxxxxxxxx
Movements during the period
Recorded .	8276
Written back	8286
Acquisitions from third parties .	8296
Cancelled owing to sales and disposals	8306
Transferred from one heading to another (+)/(-)	8316
Depreciations and amounts written down at the end of the period	8326
NET BOOK VALUE AT THE END OF THE PERIOD	(27)	668.617

F-con 6.4.1

STATEMENT OF FINANCIAL FIXED ASSETS

	Codes	Period	Preceding period
AFFILIATED ENTERPRISES - PARTICIPATING INTERESTS AND SHARES
Acquisition value at the end of the period	8391P	XXXXXXXXXXXXXXX	174.853.933
Movements during the period
Acquisitions	8361
Sales and disposals	8371
Transfers from one heading to another (+)/(-)	8381	-5.304.187
Acquisition value at the end of the period	8391	169.549.746
Revaluation surpluses at the end of the period	8451P	XXXXXXXXXXXXXXX
Movements during the period
Recorded	8411
Acquisitions from third parties	8421
Cancelled	8431
Transferred from one heading to another (+)/(-)	8441
Revaluation surpluses at the end of the period	8451
Amounts written down at the end of the period	8521P		83.039.570
Movements during the period
Recorded	8471
Written back	8481
Acquisitions from third parties	8491
Cancelled owing to sales and disposals	8501
Transferred from one heading to another (+)/(-)	8511
Amounts written down at the end of the period	8521	83.039.570
Uncalled amounts at the end of the period	8551P	xxxxxxxxxxxxxxx	5.304.187
Movements during the period (+)/(-)	8541	-5.304.187
Uncalled amounts at the end of the period	8551
NET BOOK VALUE AT THE END OF THE PERIOD	(280)	86.510.176
AFFILIATED ENTERPRISES - AMOUNTS RECEIVABLE
NET BOOK VALUE AT THE END OF THE PERIOD	281P	xxxxxxxxxxxxxxx
Movements during the period
Additions	8581
Repayments	8591
Amounts written down	8601
Amounts written back	8611
Exchange differences (+)/(-)	8621
Other movements (+)/(-)	8631
NET BOOK VALUE AT THE END OF THE PERIOD	(281)
ACCUMULATED AMOUNTS WRITTEN OFF AMOUNTS RECEIVABLE AT END OF THE PERIOD	8651

F-con 6.4.3

	Codes	Period	Preceding period
OTHER ENTERPRISES - PARTICIPATING INTERESTS AND SHARES
Acquisition value at the end of the period	8393P	xxxxxxxxxxxxxxx
Movements during the period
Acquisitions	8363
Sales and disposals	8373
Transfers from one heading to another (+)/(-)	8383
Acquisition value at the end of the period	8393
Revaluation surpluses at the end of the period	8453P
Movements during the period
Recorded	8413
Acquisitions from third parties	8423
Cancelled	8433
Transferred from one heading to another (+)/(-)	8443
Revaluation surpluses at the end of the period	8453
Amounts written down at the end of the period	8523P	xxxxxxxxxxxxxxx
Movements during the period
Recorded	8473
Written back	8483
Acquisitions from third parties	8493
Cancelled owing to sales and disposals	8503
Transferred from one heading to another (+)/(-)	8513
Amounts written down at the end of the period	8523
Uncalled amounts at the end of the period	8553P
Movements during the period (+)/(-)	8543
Uncalled amounts at the end of the period	8553
NET BOOK VALUE AT THE END OF THE PERIOD	(284)
OTHERS ENTERPRISES - AMOUNTS RECEIVABLE
NET BOOK VALUE AT THE END OF THE PERIOD	285/8P	xxxxxxxxxxxxxxx	3.453
Movements during the period
Additions	8583	36.000
Repayments	8593
Amounts written down	8603
Amounts written back	8613
Exchange differences (+)/(-)	8623
Other movements (+)/(-)	8633
NET BOOK VALUE AT THE END OF THE PERIOD	(285/8)	39.453
ACCUMULATED AMOUNTS WRITTEN OFF AMOUNTS RECEIVABLE AT END OF THE PERIOD	8653

F- con 6.5.1

PARTICIPATING INTERESTS INFORMATION

PARTICIPATING INTERESTS AND SHARES IN OTHER ENTERPRISES

The following list mentions the companies in which the company holds a participating interest (recorded in headings 280 and 282 of assets), as well as the companies in which the company holds rights (recorded in headings 284 and 51/53 of assets) for an amount of at least 10% of the capital, the equity or a class of shares of the company.

		Rights held
NAME, full address of the REGISTERED OFFICE and for an enterprise governed by Belgian law the		directly
COMPANY IDENTIFICATION NUMBER	Nature	Number	%
Ingevity Japan GK Limited liability company Cross Place Hamamatsucho 1-7-6, 100-0001 Tokyo, Japan
	Shares	1	100
Ingevity Hong Kong Limited Besloten vennootschap King's road 625, 999077 Hong Kong, China
	Shares	10.000	100
Ingevity India Private Limited Limited liability company Hirandandi Business Park, Alpha Building 1004, MH400076 Mumbai, India
	Shares	1.794.000	99,99
Ingevity Quimica Ltda (Brazil) Besloten vennootschap Av. Dr. José Bonifácio Coutinho Nogueira 150, 13091-611 Sao Paulo, Brazil
	Shares	6.969.136	99,99
Ingevity Holding Co Limited Limited liability company Lane 1305, Huajing road 10, 200000 Shanghai, China
	Shares	1	100

	Rights held	Data extracted from the most recent annual accounts
NAME, full address of the REGISTERED OFFICE and for an enterprise governed by Belgian law the	subsidiaries	Annual accounts as per	Currency code	Capita land reserves	Net result
COMPANY IDENTIFICATION NUMBER	%			(+) or (-) (in units)
Ingevity Japan GK Limited liability company Cross Place Hamamatsucho 1-7-6, 100-0001 Tokyo, Japan		31/12/2022	JPY	1.611.233.097	213.972.789

Ingevity Hong Kong Limited Besloten vennootschap King's road 625, 999077 Hong Kong, China		31/12/2022	HKD	14.610.770	684.714

Ingevity India Private Limited Limited liability company Hirandandi Business Park, Alpha Building 1004, MH400076 Mumbai, India		31/03/2022	INR	128.440.000	7.402.000

Ingevity Quimica Ltda (Brazil) Besloten vennootschap Av. Dr. José Bonifácio Coutinho Nogueira 150, 13091-611 Sao Paulo, Brazil		31/12/2022	BRL	45.114.029	34.751.105

Ingevity Holding Co Limited Limited liability company Lane 1305, Huajing road 10, 200000 Shanghai, China		31/12/2022	CNY	940.772.174	140.221.997

F-con 6.6

OTHER INVESTMENTS AND DEPOSITS, ALLOCATION DEFERRED CHARGES AND ACCRUED INCOME

	Codes	Period	Preceding period
INVESTMENTS: OTHER INVESTMENTS AND DEPOSITS
Shares and current investments other than fixed income investments	51
Shares - Book value increased with the uncalled amount	8681
Shares - Uncalled amount	8682
Precious metals and works of art	8683
Fixed income securities	52
Fixed income securities issued by credit institutions	8684
Fixed term accounts with credit institutions	53
With residual term or notice of withdrawal
up to one month	8686
between one month and one year	8687
over one year	8688
Other investments not mentioned above	8689

	Period
Deferred charges and accrued income
Allocation of heading 490/1 of assets if the amount is significant
Deferred Charges	488.187

F-con 6.7.1

STATEMENT OF CONTRIBUTION AND SHAREHOLDING STRUCTURE

	Codes	Period	Preceding period
STATEMENT OF CONTRIBUTION
Contribution
Available at the end of the period	110P	xxxxxxxxxxxxxxx
Available at the end of the period	(110)
Not available at the end of the period	111P		186.025.000
Not available at the end of the period	(111)	186.025.000
Own capital brought by shareholders
In cash	8790	1.000.000
not released	87901
In kind	8791
not released	87911

	Codes	Value	Number of shares
Changes during the period
Registered shares	8702		88.107
Shares dematerialized	8703	xxxxxxxxxxxxxxx

	Codes	Period
Own shares
Held by the company itself
Corresponding number of shares	8722
Held by the subsidiaries
Corresponding number of shares	8732
Commitments to issue shares
Owing to the exercise of conversion rights
Amount of outstanding convertible loans	8740
Amount of contribution	8741
Corresponding maximum number of shares to be issued	8742
Owing to the exercise of subscription rights
Number of outstanding subscription rights	8745
Amount of contribution	8746
Corresponding maximum number of shares to be issued	8747
Shared issues
Distribution
Number of shares	8761
Number of voting rights attached thereto	8762
Allocation by shareholder
Number of shares held by the company itself	8771
Number of shares held by its subsidiaries	8781

	Period
Supplementary explanation relating to the contribution (including the industry contribution)

F-con 6.9

STATEMENT OF AMOUNTS PAYABLE, ACCRUED CHARGES AND DEFERRED INCOME

	Codes	Period
BREAKDOWN OF AMOUNTS PAYABLE WITH AN ORIGINAL PERIOD TO MATURITY OF MORE THAN ONE YEAR, ACCORDING TO THEIR RESIDUAL TERM
Current portion of amounts payable after more than one year falling due within one year
Financial debts	8801
Subordinated loans	8811
Unsubordinated debentures	8821
Leasing and other similar obligations	8831
Credit institutions	8841
Other loans	8851
Trade debts	8861
Suppliers	8871
Bills of exchange payable	8881
Advance payments received on contract in progress	8891
Other amounts payable	8901
Total current portion of amounts payable after more than one year falling due within one year..	(42)
Amounts payable with a remaining term of more than one but not more than five years
Financial debts	8802
Subordinated loans	8812
Unsubordinated debentures	8822
Leasing and other similar obligations	8832
Credit institutions	8842
Other loans	8852
Trade debts	8862
Suppliers	8872
Bills of exchange payable	8882
Advance payments received on contracts in progress	8892
Other amounts payable	8902
Total amounts payable with a remaining term of more than one but not more than five years	8912
Amounts payable with a remaining term of more than five years
Financial debts	8803	16.646
Subordinated loans	8813
Unsubordinated debentures	8823
Leasing and other similar obligations	8833
Credit institutions	8843
Other loans	8853	16.646
Trade debts	8863
Suppliers	8873
Bills of exchange payable	8883
Advance payments received on contracts in progress	8893
Other amounts payable	8903
Total amounts payable with a remaining term of more than five years	8913	16.646
GUARANTEED AMOUNTS PAYABLE (included in headings 17 and 42/48 of the liabilities)
Amounts payable guaranteed by Belgian public authorities
Financial debts	8921
Subordinated loans	8931
Unsubordinated debentures	8941
Leasing and similar obligations	8951
Credit institutions	8961
Other loans	8971
Trade debts	8981
Suppliers	8991
Bills of exchange payable	9001
Advance payments received on contracts in progress	9011
Remuneration and social security	9021
Other amounts payable	9051
Total amounts payable guaranteed by Belgian public authorities	9061
Amounts payable guaranteed by real securities or irrevocably promised by the enterprise on its own assets
Financial debts	8922
Subordinated loans	8932
Unsubordinated debentures	8942
Leasing and similar obligations	8952
Credit institutions	8962
Other loans	8972
Trade debts	8982
Suppliers	8992
Bills of exchange payable	9002
Advance payments received on contracts in progress	9012
Taxes, remuneration and social security	9022
Taxes	9032
Remuneration and social security	9042
Other amounts payable	9052
Total amounts payable guaranteed by real securities or irrevocably promised by the enterprise on its own assets	9062
TAXES, REMUNERATION AND SOCIAL SECURITY
Taxes (heading 450/3 and 179 of the liabilities)
Outstanding tax debts	9072
Accruing taxes payable	9073	87.661
Estimated taxes payable	450
Remuneration and social security (headings 454/9 and 179 of the liabilities)
Amounts due to the National Social Security Office	9076
Other amounts payable in respect of remuneration and social security	9077	775.946

	Period
ACCRUALS AND DEFERRED INCOME
Allocation of heading 492/3 of liabilities if the amount is significant
Unrealized exchange gains on non-monetary items	464.862

F-con 6.10

OPERATING RESULTS

	Codes	Period	Preceding period
OPERATING INCOME
Net turnover
Allocation by categories of activity
Allocation into geographical markets
Netherlands
Germany
Italy
France
United-Kingdom
Others			177.073
Other operating income
Operating subsidies and compensatory amounts received from public
authorities	740
OPERATING CHARGES
Employees for whom the enterprise submitted a DIMONA declaration or who are recorded in the general personnel register
Total number at the closing date	9086	16	15
Average number of employees calculated in full-time equivalents	9087	14,1	13,4
Number of actual worked hours	9088	22.639	21.676
Personnel costs
Remuneration and direct social benefits	620	2.922.060	2.236.789
Employers' contribution for social security	621	963.590	764.919
Employers' premiums for extra statutory insurance	622	162.065	92.843
Other personnel costs (+)/(-)	623	91.972	150.237
Retirement and survivors' pensions	624
Provisions for pensions and other similar rights
Appropriations (uses and write-backs) (+)/(-)	635
Amounts written off
Stocks and contracts in progress
Recorded	9110
Written back	9111
Trade debts
Recorded	9112
Written back	9113
Provisions for liabilities and charges
Additions	9115
Uses and write-backs	9116
Other operating charges
Taxes related to operation	640	78.670	21.800
Other costs	641/8
Hired temporary staff and personnel placed at the enterprise's disposal
Total number at the closing date	9096
Average number calculated in full-time equivalents	9097
Number of actual worked hours	9098
Costs to the enterprise	617

F-con 6.11

FINANCIAL RESULTS

	Codes	Period	Preceding period
RECURRING FINANCIAL INCOME
Other financial income
Subsidies granted by public authorities and recorded as income for the period
Capital subsidies	9125
Interest subsidies	9126
Allocation of other financial income
Currency differences realized Others	754	490.959	4.057
RECURRING FINANCIAL CHARGES
Depreciation of loan issue expenses	6501
Capitalized Interests	6502
Amounts written off current assets
Recorded	6510
Written back	6511
Other financial charges
Amount of the discount borne by the enterprise, as a result of negotiating amounts receivable	653
Provisions of a financial nature
Appropriations	6560
Uses and write-backs	6561
Allocation of other financial charges
Currency differences realized	654
Currency translation differences	655
Others
Currency differences unrealized		107.976	19.837

F-con 6.12

INCOME AND CHARGE OF EXCEPTIONAL SIZE OR INCIDENCE

	Codes	Period	Preceding period
NON RECURRING INCOME	76		6.271.557
Non-recurring operating income	(76A)
Write-back of depreciation and of amounts written off intangible and tangible fixed assets	760
Write-back of provisions for extraordinary operating liabilities and charges	7620
Capital gains on disposal of intangible and tangible fixed asset	7630
Other non-recurring operating income	764/8
Non-recurring financial income	(76B)		6.271.557
Write-back of amounts written down financial fixed assets	761		6.271.557
Write-back of provisions for extraordinary financial liabilities and charges	7621
Capital gains on disposal of financial fixed assets	7631
Other non-recurring financial income	769
NON-RECURRING EXPENSES	66
Non-recurring operating charges	(66A)
Non-recurring depreciation of and amounts written off formation expenses, intangible and tangible fixed assets	660
Provisions for extraordinary operating liabilities and charges: Appropriations (uses) (+)/(-)	6620
Capital losses on disposal of intangible and tangible fixed assets	6630
Other non-recurring operating charges	664/7
Non-recurring operating charges carried to assets as restructuring costs .(-)	6690
Non-recurring financial charges	(66B)
Amounts written off financial fixed assets	661
Provisions for extraordinary financial liabilities and charges - Appropriations (uses) (+)/(-)	6621
Capital losses on disposal of financial fixed assets	6631
Other non-recurring financial charges	668
Non-recurring financial charges carried to assets as restructuring costs (-)	6691

F-con 6.13

INCOME TAXES AND OTHER TAXES

	Codes	Period
INCOME TAXES
Income taxes on the result of the period	9134	803.487
Income taxes paid and withholding taxes due or paid	9135	803.487
Excess of income tax prepayments and withholding taxes paid recorded under assets	9136
Estimated additional taxes	9137
Income taxes on the result of prior periods	9138
Additional income taxes due or paid	9139
Additional income taxes estimated or provided for	9140
In so far as taxes of the period are materially affected by differences between the profit before taxes as stated in annual accounts and the estimated taxable profit
Disallowed expenses (+)/(-)		131.413
Exemption from branch profits (+)/(-)		-235.892
Exempted branch disallowed expenses (+)/(-)		-48.180
Utilisation of tax losses carried forward (+)/(-)		-372.119
Dividend received Deduction (+)/(-)		-14.184.235

	Period
Impact of non recurring results on the amount of the income taxes relating to the current period

	Codes	Period
Status of deferred taxes
Deferred taxes representing assets	9141	2.880.423
Accumulated tax losses deductible from future taxable profits	9142	2.880.423
Other deferred taxes representing assets
Deferred taxes representing liabilities	9144
Allocation of deferred taxes representing liabilities

	Codes	Period	Preceding period
VALUE ADDED TAXES AND OTHER TAXES BORNE BY THIRD PARTIES
Value added taxes charged
To the enterprise (deductible)	9145	108.319	184.194
By the enterprise	9146	20.398	66.605
Amounts withheld on behalf of third party
For payroll withholding taxes	9147	726.566	585.891
For withholding taxes on investment income	9148

F-con 6.14

RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE SHEET

	Codes	Period
Personal guarantees provided or irrevocably promised by the enterprise as SECURITY FOR DEBTS AND COMMITMENTS OF THIRD PARTIES	9149
Of which
Bills of exchange in circulation endorsed by the enterprise	9150
Bills of exchange in circulation drawn or guaranteed by the enterprise	9151
Maximum amount for which other debts or commitments of third parties are guaranteed by the enterprise	9153
Real guarantees
Real guarantees provided or irrevocably promised by the enterprise on its own assets as security of debts and commitments of the enterprise
Mortgages
Book value of the immovable properties mortgaged	91611
Amount of registration	91621
Amount of registration by mandate	91631
Pledging of goodwill
Pledging of goodwill - Max amount	91711
Pledging of goodwill - Amount of the registration by mandate	91721
Pledging of other assets
Pledging of other assets - Book value	91811
Pledging of other assets - Max amount	91821
Guarantees provided on future assets
,Guarantees provided on future assets - Amount assets involved	91911
Guarantees provided on future assets - Max amount	91921
Seller privilege
Seller privilege - Book value	92011
Seller privilege - Unpaid amount	92021
Real guarantees provided or irrevocably promised by the enterprise on its own assets as security of debts and commitments of third parties
Mortgages
Book value of the immovable properties mortgaged	91612
Amount of registration	91622
Amount of registration by mandate	91632
Pledging of goodwill
Pledging of goodwill - Max amount	91712
Pledging of goodwill - Amount of the registration on goodwill pledged by mandate	91722
Pledging of other assets
Pledging of other assets - Book value	91812
Pledging of other assets - Max amount	91822
Guarantees provided on future assets
Guarantees provided on future assets - Amount assets involved	91912
Guarantees provided on future assets - Max amount	91922
Seller privilege
Seller privilege - Book value	92012
Seller privilege - Unpaid amount	92022
Goods and values, not disclosed in the balance sheet, held by third parties in their OWN NAME BUT AT RISK TO AND FOR THE BENEFIT OF THE ENTERPRISE
SUBSTANTIAL COMMITMENTS TO ACQUIRE FIXED ASSETS
SUBSTANTIAL COMMITMENTS TO DISPOSE OF FIXED ASSETS
FORWARD TRANSACTIONS
Goods purchased (to be received)	9213
Goods sold (to be delivered)	9214
Currencies purchased (to be received)	9215
Currencies sold (to be delivered)	9216

	Period
COMMITMENTS RELATING TO TECHNICAL GUARANTEES IN RESPECT OF SALES OR SERVICES

	Period
AMOUNT, NATURE AND FORM CONCERNING LITIGATION AND OTHER IMPORTANT COMMITMENTS

Supplement retirements or survivors pension plans in favour of the personnel or the executives of the ENTERPRISE

Brief description

Measures taken by the enterprise to cover the resulting charges

	Codes	Period
PENSIONS FUNDED BY THE ENTERPRISE
Estimated amount of the commitments resulting from past services	9220
Methods of estimation

	Period
NATURE AND FINANCIAL IMPACT OF SIGNIFICANT EVENTS AFTER THE CLOSING DATE NOT INCLUDED IN THE BALANCE SHEET OR THE INCOME STATEMENT

	Period
COMMITMENTS TO PURCHASE OR SALE AVAILABLE TO THE COMPANY AS ISSUER OF OPTIONS FOR SALE OR PURCHASE

	Period
NATURE, COMMERCIAL OBJECTIVE AND FINANCIAL CONSEQUENCES OF TRANSACTIONS NOT REFLECTED IN THE BALANCE SHEET
Provided that the risks or advantages coming from these transactions are significant and if the disclosure of the risks or advantages is necessary to appreciate the financial situation of the company

	Period
OTHER RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE SHEET (including those which can not be quantified)
Bank Guarantee	85.627
HSBC guarantee facility	345.654

F-con 6.15

RELATIONSHIPS WITH AFFILIATED ENTERPRISES, ASSOCIATED ENTERPRISES AND OTHERS ENTERPRISES LINKED BY PARTICIPATING INTERESTS

	Codes	Period	Preceding period
AFFILIATED ENTERPRISES
Financial fixed assets	(280/1)	86.510.176	86.510.176
Participating interests	(280)	86.510.176	86.510.176
Subordinated amounts receivable	9271
Other amounts receivable	9281
Amounts receivable	9291	28.870.955	6.152.130
Over one year	9301
Within one year	9311	28.870.955	6.152.130
Current investments	9321
Shares	9331
Amounts receivable	9341
Amounts payable	9351
Over one year	9361
Within one year	9371
Personal and real guarantees
Provided or irrevocably promised by the enterprise as security for debts or commitments of affiliated enterprises	9381
Provided or irrevocably promised by affiliated enterprises as security for debts or commitments of the enterprise	9391
Other significant financial commitments	9401
Financial results
Income from financial fixed assets	9421	14.930.774	2.830.634
Income from current assets	9431		364
Other financial income	9441	338.561	6.275.614
Debt charges	9461
Other financial charges	9471
Disposal of fixed assets
Capital gains obtained	9481
Capital losses suffered	9491
ASSOCIATED ENTERPRISES
Financial fixed assets	9253
Participating interests	9263
Subordinated amounts receivable	9273
Other amounts receivable	9283
Amounts receivable	9293
Over one year	9303
Within one year	9313
Amounts payable	9353
Over one year	9363
Within one year	9373
Personal and real guarantees
Provided or irrevocably promised by the enterprise as security for debts or commitments of associated enterprises	9383
Provided or irrevocably promised by associated enterprises as security for debts or commitments of the enterprise	9393
Other significant financial commitments	9403
OTHER ENTERPRISES LINKED BY PARTICIPATING INTERESTS
Financial fixed assets	9252
Participating interests	9262
Subordinated amounts receivable	9272
Other amounts receivable	9282
Amounts receivable	9292
Over one year	9302
Within one year	9312
Amounts payable	9352
Over one year	9362
Within one year	9372

	Period
TRANSACTIONS WITH ENTERPRISES LINKED BY PARTICIPATING INTERESTS OUT OF MARKET CONDITIONS
Mention of these transactions if they are significant, including the amount of the transactions, the nature of the link, and all information about the transactions which should be necessary to get a better understanding of the situation of the company
Nil

F-con 6.16

FINANCIAL RELATIONSHIPS WITH

DIRECTORS, MANAGERS, INDIVIDUALS OR BODIES CORPORATE WHO CONTROL THE ENTERPRISE WITHOUT BEING ASSOCIATED THEREWITH OR OTHER ENTERPRISES CONTROLLED BY THESE PERSONS

	Codes	Period
Amounts receivable from these persons	9500
Conditions on amounts receivable, rate, duration, possibly reimbursed amounts, canceled amounts or renounced amounts
Guarantees provided in their favour	9501
Other significant commitments undertaken in their favour	9502
Amount of direct and indirect remunerations and pensions, included in the income statement, as long as this disclosure does not concern exclusively or mainly, the situation of a single identifiable person
To directors and managers	9503
To former directors and former managers	9504

AUDITORS OR PEOPLE THEY ARE LINKED TO

	Codes	Period
Auditor's fees	9505	59.140
Fees for exceptional services or special missions executed in the company by the auditor
Other attestation missions	95061
Tax consultancy	95062
Other missions external to the audit	95063
Fees for exceptional services or special missions executed in the company by people they are linked to
Other attestation missions	95081
Tax consultancy	95082
Other missions external to the audit	95083

Mentions related to article 3:64, §2 and §4 of the Companies and Associations Code

F-con 6.18.1

INFORMATION RELATING TO CONSOLIDATED ACCOUNTS

INFORMATION TO DISCLOSE BY EACH ENTERPRISE THAT IS SUBJECT TO COMPANY LAW ON THE CONSOLIDATED ACCOUNTS OF ENTERPRISES

The enterprise neither prepares nor publishes consolidated financial statements and a relating annual report for one of the following reasons.

The enterprise itself is a subsidiary of an enterprise which does prepare and publish consolidated accounts in which annual accounts of the enterprise are included.

If yes, justification of the compliance with all conditions for exemption set out in art. 3:26, §2 and §3 of Company Law.

The ordinary shareholder meeting of October 20, 2023 decided not to build and not to publish a consolidated financial statement and a consolidated management report, the main shareholder Ingevity Corporation (US) is fully consolidated in the consolidated financial statements of Ingevity Corporation (US).

Name, full address of registered office and, for an enterprise governed by Belgian Law, the V. A. T. or national number of the parent company preparing and publishing the consolidated accounts required.

Ingevity Corporation (US)

Virginia Avenue 5255, 29406 South Carolina, United States

INFORMATION TO DISCLOSE BY THE REPORTING ENTERPRISE BEING A SUBSIDIARY OR A JOINT SUBSIDIARY

Name, full address of the registered office and, if the enterprise is subject to Belgian law, the enterprise identification number of the parent company (ies) and the specifications whether the parent enterprise (s) prepare (s) and publish (es) consolidated accounts which includes the annual accounts of the enterprise ^* :

1. Ingevity Corporation (US) O'Hear Avenue Suite 400 4920 box North Charleston, 29405 South Carolina, United States

Consolidating entity - Biggest grouping

If the parent enterprise(s) is (are) (an) enterprise(s) governed by foreign law disclose where the consolidated accounts can be obtained ^* :

1. Ingevity Corporation (US)

Ingevity Corporation (US) O'Hear Avenue Suite 400 4920 box North Charleston, 29405 South Carolina, United States

^* Where the annual accounts of the enterprise are consolidated at different levels, the information should be given for the consolidated aggregate at the highest level on the one hand and the lowest level on the other hand of which the enterprise is a subsidiary and for which consolidated accounts are prepared and published.

VALUATION RULES

SUMMARY OF VALUATION RULES

I. GENERAL PRINCIPLES

The valuation rules are established in accordance with the Royal Decree of 29th April 2019 implementing the Code of companies. There have been no changes in the wording or application of the valuation rules compared with the previous financial year.

II. GOING CONCERN ACCOUNTING PRINCIPLE

The annual financial statements have been prepared in accordance with the going concern accounting principle, as set out in the Royal Decree of 29th April 2019 governing accounting and annual financial statements in Belgium. The principle is mainly justified by the following:

―

The group to which the Company belongs increased the company's financial resources through a very significant increase in equity through share capital and share premium for an aggregate amount of EUR 185.1 million on 28th April 2016. Ingevity Holdings SPRL is expected to have a significant activity in holding subsidiaries of the ultimate shareholder.

―

Following this increase in equity, and notwithstanding the losses incurred in 2015, 2016, 2017 and 2018 relating to impairments of a lasting nature concerning the subsidiary Ingevity Quimica Ltd (Brazil) (2015, 2016, 2017) and concerning the subsidiaries Ingevity Performance Materials (Zhuhai) Co. Ltd and Sustain Trading Shangai Co. Ltd. ("Sustain") (2018, see further details under "Financial fixed assets"), the board is confident that the company will be able to meet its obligations from a financial point of view, particularly in the company's ability to bear the substantial investment made in China for the purposes of enabling the Group, of which the company is a member, to develop activities in that country. Following the significant increase in capital and share premium carried out in 2016, the continued implementation of the 2016 Chinese reorganisation plan, and the restructuring of the Company's commercial distribution activities in 2019, the board confirms that, as at the date of annual closing of the books, there is no significant uncertainty regarding the Company's ability to continue its activities for the next 12 months. Besides, should the need arise, the Company has access to the group's cash pooling system, which provides it with the necessary funds to pay its debts, meet its obligations for the next twelve months, and support investments in China. In accordance with article 3:6, paragraph 1, 6° of the Code of Companies and Associations, and because the accounts of the Company include retained losses, the management body is of the opinion that the going concern accounting principle is adequate and justified for the preparation of the annual financial statements as at 31st December 2022.

III. SPECIFIC RULES APPLICABLE TO COSTS RELATING TO THE SET-UP OF THE COMPANY

Fixed costs relating to the set-up of the company are immediately deductible, except for the following costs, which are recorded as assets.

IV. RESTRUCTURING COSTS

No restructuring costs were recorded as assets during the financial year.

V. INTANGIBLE FIXED ASSETS

The amount of the intangible fixed assets includes EUR 0 in respect of research and development costs. The amortisation/depreciation period of these costs and of the goodwill is not higher than 5 years.

VI. TANGIBLE FIXED ASSETS

No tangible fixed assets were revalued during the financial year. If tangible fixed assets were revalued, this revaluation is justified as follows: none.

VII. DEPRECIATIONS RECORDED DURING THE FINANCIAL YEAR

***

1. Costs relating to the set-up of the company

Method: L

Basis: NG

Principal (Min.-Max.): 20%

Incidental expenses (Min. -Max.): 20%

2. Intangible fixed assets:

Method: L

Basis: NG

Principal (Min.-Max.): 20% or 30%

Incidental expenses (Min. -Max.): 20% or 30%

3. Industrial, administrative or commercial buildings ^(*)

4. Plant, machinery and equipment ^(*)

5. Vehicles ^(*)

6. Office equipment and Furniture ^(*)

Method: L

Basis: NG

Principal (Min.-Max.): 10%-20%-30%

Incidental expenses (Min.-Max.): 10%-20%-30%

7 . Other tangible fixed assets

Method : L (straight-line) / D (declining balance) / A (Others)

Basis: NG (not revalued) R (revalued)

***

^(*) Including the assets held in leasing. If necessary, these assets will be the subject of a separate line item.

VIII. FINANCIAL FIXED ASSETS

Financial fixed assets are valued using the historical value method. Any permanent reduction in value is recorded as a permanent reduction in value under the corresponding item within the line item "Non-recurring financial charges". The board of directors is responsible for accurately assessing the value of participating interests at year-end. The method used is the "future discounted cash flow" method plus a terminal value. In particular, a complete valuation exercise of the main investments was carried out in the context of the preparation of the annual financial statements as at 31st December 2022, based on the business plans prepared by the Group to which the company belongs.

On 10th July 2019 the Company made a contribution in kind, contributing the shares held in its Chinese subsidiaries Ingevity Performance Materials (Zhuhai) Co. Ltd ("Zhuhai") and Sustain Trading Shanghai Co. Ltd ("Sustain") to its other Chinese subsidiary, i.e. Ingevity Holding Co. Ltd ("CHC"), for the purposes of increasing in capital in the latter. In the annual financial statements as at 31st December 2018, write-downs (EUR. 41.5 million in total) were recorded on the Company's investments in the two subsidiaries, Zhuhai and Sustain, to ensure that the investments are recognised at their market value, so as to reflect the amounts of the valuation ratios calculated in the context of the preparation of the share transfers. Besides, in 2016, in the context of the formation of CHC, a specialised holding company governed by the laws of China, it was suggested to the Chinese authorities that Ingevity's companies established in China would ultimately be 100%-owned by CHC after its creation. 1. On 10th July 2019, as part of the 2016 Plan, the Company contributed in kind all its shares (as well as the related rights and obligations) in Ingevity Performance Materials (Zhuhai) Co. Ltd to CHC for the purposes of a capital increase in CHC, for a fixed amount valued at the market price equivalent to EUR 51,772,026. 2. Similarly, as part of the original 2016 Plan to organise Ingevity's China-based companies under a holding company under Chinese law following the separation from WestRock Company (the "2016 Plan"), on 10th July 2019, the Company contributed in kind all its shares (as well as the related rights and obligations) in Sustain Trading Shanghai Co. Ltd ("Sustain") to CHC for the purposes of a capital increase in CHC, for a fixed amount valued at the market price equivalent to EUR 11,559,567.

As a reminder, in 2016 the Management Board had decided to record a write-down of EUR 28,887,000 on the financial interest held in the Brazilian subsidiary Ingevity Quimica Ltda, following the decision taken in October 2016 to no longer pursue production activities. Besides, a provision for liabilities and charges of EUR 3,167,000 had been recorded in 2016. Said provision corresponded to the latest capital increases recorded in said subsidiary at the beginning of 2017 (so as to enable the liquidation). The 2017 annual financial statements reflect both the use of the provision for liabilities and charges of EUR 3,167,000 and the amounts written off financial fixed assets due to a lasting write-down of the same amount.

On 8th October 2021, the Brazilian Chamber of Commerce approved and registered the 43rd amendment to the articles of association of Ingevity Quimica Ltda, under which Ingevity Quimica Ltda asked for a reduction of its capital to be done so as to clear cumulative losses. The company and Ingevity Hong Kong Limited, the shareholders of Ingevity Quimica Ltda, approved a reduction of capital in the company for an amount of BRL 133,502,471.50 so as to offset cumulative losses recognised in the financial statements of Ingevity Quimica Ltda as at 31st December 2020 for an amount of BRL 133,502,471.50.

Due to the clearing of the cumulative losses of Ingevity Quimica Ltda, and due to the fact that, in the future, the company expects that Ingevity Quimica Ltda will make a recurring profit in the context of its distribution and services activities, the participating interest held in Ingevity Quimica Ltda was adjusted so as to reverse depreciations recognised in the past and to bring its capital investment in Ingevity Quimica Ltda to an amount of BRL 19,969,136 (EUR 6,271,557).

On 3rd December 2022, Ingevity Hong Kong Limited and the company authorised the distribution of a dividend based on the financial statements of Ingevity Quimica Ltda closed as at 31st October 2021. On 8th December 2022, Ingevity Quimica Ltda distributed a dividend of an amount of BRL 18,000,000.00 (EUR 2,830,633.75) to the company.

To the board of directors' opinion, no other permanent reduction in value on financial fixed assets are to be taken into account in the annual financial statements closed on 31st December 2022.

IX. STOCKS

Goods for resale, raw materials and consumables are valued at their purchase price or, if lower, at the market value as at the end date of the financial year.

'Purchase price' means the purchase price increased, if necessary, by the cost of transportation to the place of storage.

Finished goods are valued at standard cost, i.e. at the predetermined cost price corresponding to the normal effective cost price to bring the relevant good, in its then current completion state, to the place where it is located.

X. AMOUNTS PAYABLE

The liabilities include no long-term liabilities, non-interest bearing liabilities or liabilities with an unusually low interest rate.

XI. FOREIGN CURRENCIES

The assets, liabilities and commitments expressed in foreign currencies (i.e. currencies other than EUR) shall be converted in EUR using the current exchange rate as at the balance sheet date. In accordance with the principle of prudence, exchange gains that are unrealised on the non-monetary items of the company's assets and liabilities shall not be recognised in the annual financial statements. The transactions relating to the profit and loss statements that were carried out in foreign currencies have been converted in EUR using the average exchange rate of the month ended.

XII. LEASING AGREEMENTS

With respect to those rights to use which result from leasing agreements, which were not recorded as assets (article 102, §1 of the Royal Decree of 29th April 2019 implementing the Code of companies), the rents and instalments relating to the leasing of immovable assets and pertaining to the financial year amounted to: EUR 0.

XIII. PROVISIONS, ALLOWANCES AND SOCIAL BENEFITS, COMMITMENTS ITEMS, INVOICES TO BE RECEIVED

Provisions are individualised according to the nature of the charges that are certain, such as telecommunications, rental charges, wage and salary costs, and social security contributions.

The commitments items were activated according to the commitments that are certain and known to the company vis-a-vis third parties. These commitments include bank guarantee commitments for rentals.

Invoices to be received were valued on the basis of the Belgian and foreign delivery notes we have received, and are assessed at the average rate of the currencies used.

XIV. RELATED PARTY TRANSACTIONS (OTHER THAN THE TRANSACTIONS IN THE ORDINARY COURSE OF BUSINESS)

Mention of such transactions, if they are material, including their amount and the nature of the relationships with the related party, as well as any other information about the transactions which would be necessary to get a better understanding of the financial position of the company:

NIL

XV. SUPPLEMENTARY RETIREMENT AND SURVIVORS' PENSION PLANS ESTABLISHED TO THE BENEFIT OF THE PERSONNEL OR DIRECTORS

The commitments under benefit plans are insignificant. The company has also taken group insurance with the insurance company Vivium. Part of the burden is borne by the employee, and the majority of it is borne by the employer.

XVI. OTHER INFORMATION

In accordance with the new standard layout of the annual financial statements, the layout of the net assets has been modified as follows:

the issued capital (EUR 1,000,000) and the share premiums (EUR 185,025,000.37) were transferred to the 'contribution not available' item under the 'net assets' heading. The legal reserves (EUR 88,104.86) and the non-available reserves (EUR 28,347.94) were transferred to the item called "non-distributable reserves required by the articles of association".

F-con 7

OTHER DOCUMENTS TO BE FILED UNDER BELGIAN COMPANY LAW

MANAGEMENT REPORT

F-con 10

SOCIAL BALANCE SHEET

Number of joint industrial committee: 226

STATEMENT OF THE PERSONS EMPLOYED

EMPLOYEES FOR WHOM THE ENTERPRISE SUBMITTED A DIMONA DECLARATION OR WHO ARE RECORDED IN THE GENERAL PERSONNEL REGISTER

During the current period	Codes	Total	1. Men	2. Women
Average number of employees
Full-time	1001	13,9	8,0	5,9
Part-time	1002	0,2		0,2
Total in full-time equivalents	1003	14,1	8,0	6,1
Number of hours actually worked
Full-time	1011	22.404	13.360	9.044
Part-time	1012	235		235
Total	1013	22.639	13.360	9.279
Personnel costs
Full-time	1021	4.082.985	2.732.923	1.350.062
Part-time	1022
Total	1023	4.082.985	2.732.923	1.350.062
Advantages in addition to wages	1033

During the preceding period	Codes	P. Total	1P. Men	2P. Women
Average number of employees in FTE	1003	13,4	7,5	5,9
Number of hours actually worked	1013	21.676	12.190	9.486
Personnel costs	1023	3.244.787	2.209.347	1.035.440
Advantages in addition to wages	1033

At the closing date of the period	Codes	1. Full-time	2. Part-time	3. Total full-time equivalents
Number of employees	105	16		16,0
By nature of the employment contract
Contract for an indefinite period	110	16		16,0
Contract for a definite period	111
Contract for the execution of a specifically assigned work	112
Replacement contract	113
According to gender and study level
Men	120	8		8,0
primary education	1200	1		1,0
secondary education	1201	1		1,0
higher non-university education	1202	2		2,0
university education	1203	4		4,0
Women	121	8		8,0
primary education	1210	3		3,0
secondary education	1211
higher non-university education	1212	1		1,0
university education	1213	4		4,0
By professional category
Management staff	130
Employees	134	16		16,0
Workers	132
Others	133

HIRED TEMPORARY STAFF AND PERSONNEL PLACED AT THE ENTERPRISE'S DISPOSAL

During the period	Codes	1. Hired temporary staff	2. Persons placed at the enterprise's disposal
Average number of persons employed	150
Number of hours actually worked	151
Costs for the enterprise	152

LIST OF PERSONNEL MOVEMENTS DURING THE PERIOD

ENTRIES	Codes	1. Full-time	2. Part-time	3. Total full-time equivalents
Number of employees for whom the entreprise submitted a DIMONA declaration or who have been recorded in the general personnel register during the financial year	205	3		3,0
By nature of employment contract
Contract for an indefinite period	210	3		3,0
Contract for a definite period	211
Contract for the execution of a specifically assigned work	212
Replacement contract	213

DEPARTURES	Codes	1. Full-time	2. Part-time	3. Total full-time equivalents
Number of employees whose contract-termination date has been entered in DIMONA declaration or in the general personnel register during the financial year	305	1	1	1,8
By nature of employment contract
Contract for an indefinite period	310	1	1	1,8
Contract for a definite period	311
Contract for the execution of a specifically assigned work	312
Replacement contract	313
By reason of termination of contract
Retirement	340
Unemployment with extra allowance from enterprise	341
Dismissal	342
Other reason	343	1	1	1,8
the number of persons who continue to render services to the enterprise at least half-time on a self-employed basis ..	350

INFORMATION ON TRAINING PROVIDED TO EMPLOYEES DURING THE PERIOD

	Codes	Men	Codes	Women
Total of initiatives of formal professional training at the expense of the employer
Number of employees involved	5801		5811
Number of actual training hours	5802		5812
Net costs for the enterprise	5803	400	5813	204
of which gross costs directly linked to training	58031		58131
of which fees paid and payments to collective funds	58032	400	58132	204
of which grants and other financial advantages received (to deduct)	58033		58133
Total of initiatives of less formal or informal professional training at the expense of the employer
Number of employees involved	5821		5831
Number of actual training hours	5822		5832
Net costs for the enterprise	5823		5833
Total of initiatives of initial professional training at the expense of the employer
Number of employees involved	5841		5851
Number of actual training hours	5842		5852
Net costs for the enterprise	5843		5853

English version of the management report for information purposes

INGEVITY HOLDINGS SRL (the "Company")

Limited liability company

Registered office: Avenue des Olympiades 2 - 1140 Evere

VAT BE 0402.720.145 (RPR/RPM Brussels - French-speaking section)

MANAGEMENT REPORT CONCERNING THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

Dear Ladies and Gentlemen,

In accordance with our legal and statutory obligations, we hereby present our report on the performance of our mandate during the financial year ended on 31 December 2022.

Furthermore, we are pleased to submit the financial statements for the financial year ended on 31 December 2022 of Ingevity Holdings SRL ("the Company") for your approval.

As of 1 January 2020, the Belgian Code on Companies and Associations ("BCCA"), repealed the previously existing Belgian Companies Code which was applicable to the Company (formerly Ingevity Holdings SPRL and MWV Europe SPRL). As a result, the Company automatically converted from an SPRL to an SRL (Société à Responsabilité Limitée) under the BCCA.

The Company amended its articles of incorporation ("AOI") to conform with the BCCA as of February 14, 2022.

I. COMMENTS ON THE FINANCIAL STATEMENTS

a) General comments

The Company has had trading activity and holding activity since 2015. Most of the subsidiaries of the ultimate shareholder, located in countries other than the United States of America, Australia, Mexico, Sweden and the United Kingdom are lodged under the Company's assets. Further comments on the holding activity are provided hereunder in the management report.

The Company acts as a holding company and provides promotion and sales support services to related Ingevity parties in which it bears limited market risk and earns a full cost mark up as its compensation for these services.

b) New business activities and employees

The Company's operations of acting as a limited risk support entity have been maintained and no significant recruiting was undertaken in 2022.

c) Holding of financial assets

The company holds, as per 31 December 2022, the following investments in wholly owned affiliates:

•	100% of the shares (with a single share held in trust by Ingevity Hong Kong Ltd. as a nominee shareholder on the Company's behalf) in Ingevity Quimica Ltda, a Brazilian group company;
•	99.99% of the shares in Ingevity India Private Limited;
•	100% of the shares in Ingevity Hong Kong Ltd;
•	100% of the shares in Ingevity Japan GK;
•	100% of the shares in Ingevity Holding Co. Ltd. ("CHC").

d) Description of the main risks and uncertainties which the Company faces

We are not aware of any risks nor any particular uncertainty with respect to the market in which the Company operates, other than general global economic circumstances, and the effects of global geopolitical and financial conditions beyond our control, including inflation and war in Ukraine.

We nevertheless draw attention on the fact that, the Company performs an activity of holding participations in various investments of the group. In this context, the question of valuation (including impairments, a topic which primarily held the managers' attention) will remain of paramount importance going forward.

e) Analysis of the key indicators with respect to both the financial and, where relevant, the non-financial performance relating to the specific activities of the Company, notably of the information relating to the environmental and personnel questions

During the first half of 2023, Ingevity Corporation, the ultimate parent of the group, initiated and took several measures to pursue greater cost efficiency which included a reorganization to streamline certain functions and reduce ongoing costs. It is possible that these measures may impact the personnel of the Company and of its group investments.

II. ALLOCATION OF THE RESULTS

The results of the Company per 31 December 2022 may be summarized as follows:

	EUR
Previous year losses carried forward as of 1 January 2022	-76,615,067
Profit of the financial year ended on 31 December 2022	14,723,291
Loss to be allocated	-61,891,776

We propose to allocate the accumulated losses of EUR 61, 891,776 as follows:

	EUR
Losses to be carried forward:	-61,891,776
Total:	-61,891,776

III. IMPORTANT EVENTS OCCURRED DURING THE CLOSING OF THE FINANCIAL YEAR

In the first half of 2022, the Company received a return of capital in the amount of BRL33,000,000 from Ingevity Quimica Ltda. Notably, the return of capital was not subject to Brazilian withholding tax given the amount returned did not exceed the amount invested. However, the amount was subject to Brazilian IOF Tax (financial operation transaction tax) at the rate of 0.38% in the amount of BRL 114,000.00 (approx. USD $22,239). This amount was paid on 26 January 2022. The return of capital reduced the Company's investment in Ingevity Quimica Ltda, such that Company currently holds 6,969,136 quotas with one (1) quota, nominally held by Ingevity Hong Kong Limited.

On 9 August 2022, the board of directors of Ingevity Holdings Co., Ltd. approved a resolution to issue a dividend to the Company in the amount of RMB 105,263,158. On 9 September 2022, Ingevity Holdings Co., Ltd. paid the dividend and remitted RMB 5,263,157 of withholding tax. The withholding tax amount is reflected on the financial statements of the Company in 2022.

On 19 September 2022, the Company entered into a revolving loan agreement ("Loan Agreement") with its affiliate, Ingevity UK, Ltd., up to an agreed principal amount of GBP 40,000,000. The rate of interest on the loan amount for each interest period is the percentage rate per annum which is the aggregate of the SONIA plus the Applicable Rate as defined in the Loan Agreement. Pursuant to the Loan Agreement, the Company loaned GBP 25,025,894 to Ingevity UK, Ltd., which remains outstanding.

IV. CIRCUMSTANCES WHICH ARE SUSCEPTIBLE TO HAVE A CONSIDERABLE INFLUENCE ON THE DEVELOPMENT OF THE COMPANY

We are not aware of any specific information concerning circumstances which are susceptible to having a considerable influence on the development of the Company.

V. TECHNICAL AND BUSINESS DEVELOPMENT ACTIVITIES

The European RED II legislation includes Tall Oil in its approved feedstock list which makes the product unique and valuable. Throughout 2022, Ingevity Corporation, the ultimate parent of the group, has continued to hold discussions with several major biofuel producers in Europe and has gained interest from its existing European TOFA customer base who formulate their products with both SOFA (Soybean Oil Fatty Acid) and TOFA (Tall Oil Fatty Acid). In coordination with Ingevity Corporation, the Company is working with several European customers on sample testing and specifications to understand the potential for fatty acids and biofractions within this new market. This project is ongoing.

The Pavement Technologies business experienced strong warm mix growth in Europe due to extraordinary fuel prices/shortages, which was offset by reduced demand in maintenance volumes from high asphalt prices and economic challenges.

VI. JUSTIFICATION OF THE APPLICATION OF THE GOING CONCERN ACCOUNTING PRINCIPLE

Article 3:6, §1, 6° of the Company Law Code applies, given the closing of the year on carried forward losses of EUR 62.0 million. Article 3:6, §1,6°- provides that the Board of Directors justifies the application of the accounting principles from a going concern perspective.

Further to the large capital increase of 28 April 2016, the further execution of the 2016 Chinese re-organization plan and the restructuring of the Company's sales distribution activities in 2019, the Board of Directors is confident that the Company will be able to face its obligations from a financial viewpoint for the next twelve months. Furthermore, the Company, if needed, has access to Group liquidities through cash pooling. Therefore, the Board of Directors confirms that the principle of pursuing activities is appropriate in the context of the preparation of the statutory accounts as of 31 December 2022.

VII. BRANCHES AND PERMANENT ESTABLISHMENTS

The Company has five (5) branches/permanent establishments as of 31 December 2022 (listed hereunder as branches for convenience):

a)	Netherlands: The Company has an office and registered permanent establishment in the Netherlands which has been active since 15 October 2015, established at Vijzelstraat 20 c/o Regus Amsterdam, Ground floor, Amsterdam.
b)	Italy: The Company has a branch in Italy which has been active since 12 November 2015, established at Via Montenapoleone n°29, Milan. The branch in Italy updated its registered address in 2020 to Via Alessandro Manzoni n. 38; Milan.
c)	France: The Company has a branch in France which has been active since the 1st of October 2015, established at 71 Rue de la Cimaise, 59650 Villeneuve-d'-Ascq;
d)	Switzerland: The Company has a branch in Switzerland which has been active since 16 December 2015, established at c/o Meier Partner Tax AG, Grienbachstrasse 11, 6300 Zug;
e)	Germany: The Company has a branch in Germany which has been active since 17 March 2016, established at Richmodstrasse 6, Office 453 Cologne, Nordrhein Westfalen, 50667 Germany

Each of the Company's branches only employ a few employees, which generally provide sales support services for the Company. The branches are remunerated for their services based on an arm's length cost plus markup, which has been determined as the best transfer pricing method.

VIII. ACQUISITION OF OWN SHARES

Neither the Company, nor a direct subsidiary, nor a person acting in his own name but on the Company's, behalf have acquired own shares of the Company or of a directly controlled subsidiary during the financial year.

IX. CONFLICTING INTERESTS OF DIRECTORS

During the past financial year, no decision falling within the scope of Article 5.76 of the Company Law Code was taken by the Directors.

X. FINANCIAL INSTRUMENTS

It is reminded that during financial year 2016, a cash-pooling agreement has been concluded in order to improve the liquidity within the group. Throughout 2022, the Company maintained a positive balance and did not need any funding.

With regards to currency movement, the euro started on a gradual decline in March 2022 from above 1.10 with exchange rates falling below parity in late August 2022 and hitting its low of 0.96 at the end of September. It finally saw a bump up in early November (trading just above 1.0). At the close of the year the euro finished at just above 1.07 - for all of 2022, the exchange rate average 1.05 vs. 1.18 in 2021.

XI. DISCHARGE TO THE DIRECTORS AND AUDITOR

We invite you to give discharge to the Directors and to the Auditor, respectively for their mandates during the past financial year.

The management report will be filed in accordance with the law and kept at the registered office.

On behalf of the Board of Directors

11 October, 2023

Johan Verriest, Director

Phillip Platt, Director

Beth Wheeler, Director

	[Unofficial translation in English]
INGEVITY HOLDINGS Société à responsabilité limitée Avenue des Olympiades 2, 1140 Evere	INGEVITY HOLDINGS Private limited liability company Avenue des Olympiades 2, 1140 Evere
TVA BE 0402.720.145 Registre des Personnes Morales - Bruxelles (division : francophone)	VAT BE 0402.720.145 Register of Legal Entities - Brussels (division: French speaking)
(la « Société »)	(the « Company »)
Décisions unanimes par écrit des actionnaires (ci-après « l'assemblée générale »)	Resolutions in writing and by unanimous consent of the shareholders (the "shareholders' meeting")
I. Déclaration préalable	I. Prior statements
Conformément à une délibération par procédure écrite (en application de l'article 5:85 du Code des Sociétés et Associations (le "CSA")), les actionnaires de la Société ont pris les décisions suivantes.	In accordance with a deliberation by written procedure (Article 5:85 of the Companies and Associations Code (the "CAC")), the shareholders of the Company has taken the following resolutions.
Ces décisions mentionnent in fine le nom et le siège social des actionnaires qui approuvent ces décisions. Ces décisions mentionnent également le nombre d'actions détenues par les actionnaires, ainsi que la date à laquelle il a signé ce document.	These resolutions mention in fine the name and registered address of the shareholders approving these resolutions. These resolutions also mention the number of shares owned by the shareholders, and the date on which they have signed this document.
En signant ce document, les actionnaires déclarent formellement :	By signing this document, the shareholders declare to:
- marquer son accord sur l'application de la procédure de décision par écrit ;	- approve the application of the deliberation by written procedure;
- marquer son accord sur l'ordre du jour ; - approuver toutes les décisions	- approve the agenda or the shareholder's meeting;
mentionnées ci-après.	- approve all resolutions mentioned hereunder.
Sauf indication contraire, ces décisions entreront en vigueur à la date à laquelle le dernier actionnaire aura signé les présentes décisions. Ces décisions seront réputées avoir été prises au siège social de la société. Ces décisions ont la même valeur juridique	Unless stated otherwise, these resolutions will enter into force as of the date on which the last shareholder has signed such document. These resolutions will be deemed to have been taken at the registered office of the Company. These resolutions have the same
que les décisions prises lors d'une assemblée générale des actionnaires.	legal force as resolutions which are taken at a shareholders' meeting.
Ce document peut être signé en plusieurs exemplaires. Tous les exemplaires constituent ensemble un seul et même acte.	This document can be signed in counterparts. All the counterparts shall together constitute one and the same instrument.
II. Prise de décision par écrit	II. Decisions in writing
L'article 5:85 du CSA stipule que les actionnaires peuvent, à l'unanimité, prendre par écrit toutes les décisions qui relèvent du pouvoir de l'assemblée générale, à l'exception de la modification des statuts.	Article 5:85 of the CAC provides that shareholders can take all decisions pertaining to the powers of the shareholders' meeting by unanimous consent and in writing, except for decisions regarding the modification of the articles of association.
Les actionnaires confirment expressément qu'ils souhaitent appliquer la procédure relative aux décisions par écrit prévue à l'article 5:85 du CSA.	The shareholders expressly declare that they wish to apply the procedure relating to the decisions in writing as provided for in article 5:85 of the CAC.
L'article 5:85 du CSA prévoit que les détenteurs d'obligations convertibles, de droits de souscription ou de certificats émis avec la collaboration de la société, ainsi que les administrateurs et le commissaire de la société sont autorisés à prendre connaissance de ces décisions. La société n'a pas émis de tels titres.	Article 5:85 of the CAC provides that the holders of bonds, warrants or certificates issued with the collaboration of the company, as well as the company's directors and statutory auditor are allowed to take note of these decisions. The Company did not issue such securities.
III. Identification de l'actionnariat de la Société	III. Identification of the shareholder of the Company
Il ressort des statuts de la Société et du registre des actions que la Société a émis un total de 100.000 actions sans valeur nominale. Toutes les actions sont nominatives et aucune action dématérialisée n'a été émise.	It appears from the articles of association of the Company and its share register that the Company has issued a total of 100,000 shares without nominal value. All shares are registered shares and no dematerialised shares have been issued.
Les présentes décisions ont été prises par les signataires suivants, qui déclarent expressément qu'ils sont, à la date de signature de ces décisions, les seuls propriétaires valable du nombre déclaré d'actions de la Société :	These decisions have been taken by the following signatories, who expressly declare that they are, on the date of signature of these decisions, the sole valid owners of the declared number of shares in the Company:

Actionnaires	Nombre d'actions
Ingevity Corporation, ayant son siège à O'Hear Avenue 4906, Suite 400, 29405 North Charleston, Etats-Unis d'Amérique	99.999
Ingevity South Carolina, ayant son siège à O'Hear Avenue 4906, Suite 400, 29405 North Charleston, Etats-Unis d'Amérique	1
Total:	100.000

Shareholders	Number of shares
Ingevity Corporation, O'Hear Avenue 4906, Suite 400, 29405 North Charleston, United States of America	99,999
Ingevity South Carolina, O'Hear Avenue 4906, Suite 400, 29405 North Charleston, United States of America	1
Total:	100,000

Les actionnaires soussignés détiennent ainsi la totalité des actions émises par la Société à la date de signature des présentes décisions.	The shareholders thus hold all the shares issued by the Company on the date of signature of these resolutions.
IV. Ordre du jour	IV. Agenda
Les actionnaires soussignés déclarent vouloir prendre une décision suivant la procédure décrite à l ́article 5:85 du Codes des Sociétés et des Associations, en ce qui concerne les points suivants :	The shareholders declare to wish to take the resolutions below in accordance with article 5:85 of the CAC in relation to the following agenda items:
1. Rapport de gestion et rapport du commissaire;	1. Management report and auditor's report;
2. Approbation des comptes annuels de la Société clôturés le 31 décembre 2022;	2. Approval of the financial statements of the Company closed on 31 December 2022;
3. Affectation du résultat;	3. Allocation of net income;
4. Confirmation de l'approbation de l'exemption de la préparation de comptes consolidés et d'un rapport de gestion sur ces comptes au niveau de la Société pour l'exercice social clôturé le 31 décembre 2022 et décision sur l'exemption pour les exercices 2023 et 2024;	4. Confirmation of the approval of the exemption of the preparation of consolidated financial accounts and a directors' report on these accounts at the level of the Company for the financial year ended 31 December 2021 and decision on the exemption for
5. Décharge aux administrateurs et au commissaire de toute responsabilité pour l'exécution de leur mandat pour l'exercice social clôturé au 31 décembre 2022;	the financial years 2023 and 2024; 5. Release to the directors and the auditor for the performance of their respective duties during the financial year which ended on 31 December 2022;
6. Décharge spéciale aux administrateurs et au commissaire pour l'infraction aux dispositions des statuts et du Code des Sociétés et des Associations, consistant en la rédaction tardive des comptes annuels et du rapport de gestion, et la convocation tardive de l'assemblée générale ordinaire ;	6. Special release to the directors and the statutory auditor for the infringement of the provisions of the Articles of Association and the Companies and Associations Code, consisting in the late drafting of the annual financial statements and the management report, and the late convening of the Ordinary General Meeting
7. Pouvoirs en vue des formalités;	7. Powers for formalities;
V. Constatation de la validité de l'assemblée générale	V. Assessment of the validity of the shareholders' meeting
Les actionnaires soussignés confirment que l'assemblée générale est valablement et dûment composée et peut valablement prendre une décision sur les points mentionnés à l'ordre du jour.	The shareholders declare that the shareholders' meeting is validly constituted and can validly decide upon the items listed on the agenda.
VI. Décisions	VI. Decisions
Les actionnaires, après avoir pris connaissance des différents rapports, et prenant par écrit les décisions suivantes :	The shareholders, having considered the various reports, and having taken the following decisions in writing:
1. Approbation des comptes annuels de l'exercice social clôturé le 31 décembre 2022	1. Approval of the financial statements for the year ended December 31, 2022
DECIDENT d'approuver les comptes annuels de l'exercice social clôturé le 31 décembre 2022, tels qu'établis par le conseil d'administration.	RESOLVE to approve the financial statements for the year ended December 31, 2022, as drawn up by the Board of Directors.
2. Affectation du résultat de l'exercice social clôturé le 31 décembre 2022	2. Appropriation of net income for the year ended December 31, 2022
DECIDENT de répartir le bénéfice à affecter de la manière suivante :	RESOLVE to allocate the profit to be appropriated as follows:
Bénéfice de 14.723.291 EUR l'exercice à affecter	Profit for for the year : EUR 14,723,291
Perte reporté de l'exercice précédent: (-) 76.615.067 EUR	Loss carried forward from the previous exercise: EUR (-) 76,615,067
Total perte à reporter: (-)61.891.776 EUR	Total loss to carry forward: EUR (-) 61,891,776
3. Exemption d'établir des comptes consolidés et un rapport de gestion sur les comptes consolidés	3. Exemption from the requirement to prepare consolidated financial statements and an annual report on the consolidated financial statements
En vertu de l'article 3:26 du Code des sociétés et des associations:	Pursuant to article 3:26 of the Companies and Associations Code:
(i) CONFIRMENT l'application de l'exemption de préparer des comptes consolidés et un rapport de gestion sur les comptes consolidés pour I'exercice social clôturé au 31 décembre 2022; et	(i) CONFIRM the application of the exemption from preparing consolidated financial statements and a management report on the consolidated financial statements for the financial year ending December 31, 2022; and
(ii) DÉCIDENT de se prévaloir de l'exemption prévue à l'article 3:26 du Code des sociétés et des associations d'établir des comptes consolidés et un rapport de gestion sur les comptes consolidés pour les exercices sociaux clôturés au 31 décembre 2023 et au 31 décembre 2024, la Société étant elle-même une filiale d'une société mère (en I'occurrence Ingevity Corporation, société de droit américain) qui établit, fait contrôler et publie des comptes consolidés et un rapport de gestion sur les comptes consolidés. Un extrait des comptes consolidés, sous la forme du bilan, du compte de résultats, du rapport de gestion et du rapport d'audit sera traduit en français et sera disponible au siège de la Société.	(ii) DECIDE to avail themselves of the exemption provided for in Article 3:26 of the Companies and Associations Code from preparing consolidated financial statements and a management report on the consolidated financial statements for the financial years ending December 31, 2023 and December 31, 2024, the Company being itself a subsidiary of a parent company (in this case Ingevity Corporation, a company incorporated under US law) which prepares, has audited and publishes consolidated financial statements and a management report on the consolidated financial statements. An extract from the consolidated financial statements, in the form of the balance sheet, income statement, management report and audit report, will be translated into French and will be available at the Company's registered office.
4. Décharge aux administrateurs et au commissaire pour l'exercice de leur mandat au cours de I'exercice social clôturé Ie 31 décembre 2022	4. Discharge of the Directors and the Statutory Auditor for the performance of their duties during the fiscal year ended December 31, 2022
DÉCIDENT, par un vote spécial, de donner décharge aux administrateurs et au commissaire ayant exercé leurs fonctions pendant l'exercice financier cloturé, de toute responsabilité résultant de I'accomplissement de leur mandat pendant l'exercice social cloturé.	RESOLVE, by special vote, to discharge the Directors and the Statutory Auditor for the performance of their duties during the financial year ended, from any liability arising from the performance of their duties during the financial year ended.
5. Décharge spéciale aux administrateurs et au commissaire pour l'infraction aux dispositions des statuts, consistant en la rédaction tardive des comptes annuels et du rapport de gestion, et la convocation tardive de l'assemblée générale ordinaire	5. Special discharge to the Directors and the Statutory Auditor for the infringement of the provisions of the Articles of Association, consisting in the late preparation of the annual financial statements and the management report, and the late convening of the Ordinary General Meeting
Le conseil d'administration a informé les actionnaires que, pour des raisons administratives et comptables, le conseil d'administration n'a pas été en mesure d'établir les comptes annuels et le rapport de gestion dans le délai prévu par les statuts et qu'il n'a pas non plus été en mesure de convoquer l'assemblée générale ordinaire dans le délai prévu par les statuts.	The Board of Directors has informed the shareholders that, for administrative and accounting reasons, the Board of Directors was unable to draw up the annual financial statements and the management report within the timeframe stipulated in the Articles of Association, and that it was also unable to convene the Annual General Meeting within the timeframe stipulated in the Articles of Association.
Les actionnaires DÉCIDENT d'accorder, par un vote distinct, une décharge spéciale à chaque administrateur et au commissaire pour ces faits.	The shareholders RESOLVE to grant, by separate vote, a special discharge to each director and to the statutory auditor in respect of these matters.
6. Procuration	6. Proxy
DÉCIDENT de donner procuration à Cédric Werbrouck, Koen Devos ou tout autre avocat du cabinet Eversheds Sutherland (Belgium) LLP, Pegasus Park, De Kleetlaan 12A, 1831 Diegem, et à Mieke Lecluyse, assistante juridique chez Eversheds Sutherland (Belgium) LLP, chacun agissant individuellement et avec pouvoir de substitution, pour déposer les comptes annuels approuvés de la Société auprès de la Banque Nationale de Belgique et à cette fin, faire tout ce qui est nécessaire ou utile.	RESOLVES to grant power of attorney to Cédric Werbrouck, Koen Devos or any other attorney of the law firm Eversheds Sutherland (Belgium) LLP, Pegasus Park, De Kleetlaan 12A, 1831 Diegem, and to Mieke Lecluyse, legal assistant at Eversheds Sutherland (Belgium) LLP, each acting individually and with the power of substitution, in order to file the approved annual accounts of the Company with the National Bank of Belgium and in this regard, to do all things necessary or useful.

Identification des actionnaires qui signent les décisions unanimes par écrit

Identification of the shareholders signing the decision in writing

Actionnaires Shareholders	Nombre d'actions Number of shares	Représentés par Represented by	Signature	Date de la signature Date of signature
1. Ingevity Corporation, ayant son siège à O'Hear Avenue 4906, Suite 400, 29405 North Charleston, Etats-Unis d'Amérique	99.999	NAME: Phillip J. Platt		23 October 2023
		TITLE: Vice President, Chief Accounting Officer and Business Transformation Lead
		NAME: John Nypaver, Jr.		23 October 2023
		TITLE: Vice President, Treasurer and Investor Relations
2. Ingevity South Carolina, LLC, ayant son siège à O'Hear Avenue 4906, Suite 400, 29405 North Charleston, Etats-Unis d ́Amérique	1	NAME: Phillip J. Platt		23 October 2023
		TITLE: Vice President, Chief Accounting Officer and Business Transformation Lead
		NAME: John Nypaver, Jr.	23 October 2023
		TITLE: Vice President, Treasurer and Investor Relations
Total	100.000	Sur un total de/	On a total of 100.000

INGEVITY HOLDINGS Société à responsabilité limitée Avenue des Olympiades 2, 1140 Evere	INGEVITY HOLDINGS Private limited liability company Avenue des Olympiades 2, 1140 Evere
TVA BE 0402.720.145 Registre des Personnes Morales - Bruxelles (division : francophone) (la « Société »)	VAT BE 0402.720.145 Register of Legal Entities - Brussels (division: French speaking) (the « Company »)
PROCES-VERBAL DE LA REUNION TENUE LE 20 OCTOBRE 2023	MINUTES OF THE MEETING HELD ON 20 OCTOBER 2023
Les administrateurs de la Société ont tenu une réunion par visioconférence téléphonique à 14:00 le 20 octobre 2023 heures.	The directors of the Company held a meeting by way of a video conference call at 14:00 on 20 October 2023.
Sont présents et ont signé le registre de présence:	The following members were present and signed the attendance register:
1. Mr. Phillip Platt, administrateur	1. Mr. Phillip Platt, director
2. Ms. Beth Wheeler, administrateur	2. Ms. Beth Wheeler, director
3. Mr. Johan Verriest, administrateur	3. Mr. Johan Verriest, director
Les participants suivants étaient présents:	The following participants were present:
1. Ms. Mavis Huger, avocat d'entreprise sénior	1. Ms. Mavis Huger, senior corporate counsel
2. Mr. Allen Topping, responsable comptabilité international	2. Mr. Allen Topping, manager of international accounting
3. Ms. Maxine Walker, responsable des finances	3. Ms. Maxine Walker, finance manager
La séance est présidée par Mr. Platt (le "Président").	The meeting was chaired by Mr. Platt (the "Chariman").
Ms. Wheeler est désigné secrétaire de la réunion.	Ms. Wheeler was appointed secretary of the meeting.
Le Président ouvre la séance. Les administrateurs donnent acte au Président que tous les documents et informations nécessaires à l'accomplissement de leur mission leur ont été communiqués et que les formalités légales et statutaires de convocation ont bien été respectées. Tous les administrateurs étant présents, la séance est valablement constituée.	The Chairman opened the meeting. The directors informed the Chairman that all the documents and information necessary to fulfil their mission had been communicated to them and that the formalities required by the law and the Articles of Association with regard to calling the meeting had been respected. As all of the directors were present or represented, the meeting was validly constituted.
Le Président rappelle que l'ordre du jour de la présente réunion du conseil est le suivant:	The Chairman recalled that the agenda of this board meeting was as follows:
ORDRE DU JOUR	AGENDA
1. Etablissement des comptes annuels au 31 décembre 2022;	1. Preparation of the annual financial statements as at 31 December 2022;
2. Adoption du rapport de gestion;	2. Adoption of the management report;
3. Convocation d'une assemblée générale ordinaire des actionnaires / Décisions écrites unanimes des actionnaires conformément à l'article 5:85 du Code des sociétés et des associations concernant l'approbation des comptes annuels arrêtés au 31 décembre 2022 et sujets liés.	3. Convocation of an ordinary general shareholders' meeting / Unanimous written resolutions of the shareholders regarding the approval of the financial statements for the financial year which ended on 31 December 2022 and related topics.

RESOLUTIONS	RESOLUTIONS
Après délibération, les administrateurs, à l'unanimité,	After discussion, the directors unanimously,
- DECIDENT d'arrêter les comptes annuels de la Société pour l'exercice social clôturé le 31 décembre 2022, dans la forme ci-annexée. Ceuxci seront transmis au commissaire et soumis aux actionnaires pour approbation.	- RESOLVE to approve the financial statements of the Company for the financial year ended on 31 December 2022, in the form appended hereto. These statements will be handed over to the statutory auditor and submitted to the shareholders for approval.
- DECIDENT d'adopter le rapport de gestion tel que ci-annexé. Un exemplaire sera joint aux présentes décisions en annexe A. Ce rapport annuel sera transmis au commissaire et sera soumis á l'assemblée générale ordinaire des actionnaires.	- RESOLVE to adopt the management report as appended hereto. One copy thereof will remain attached to the present decision as attachment A. This annual report will be handed over to the statutory auditor and will be submitted to the ordinary general shareholders' meeting.
- DECIDENT de proposer aux actionnaires de se prononcer par voie de décisions écrites unanimes conformément à l'article 5:85 du Code des sociétés et des associations sur les points suivants:	- RESOLVE to propose to the shareholders to resolve by means of unanimous written resolutions in accordance with Article 5:85 of the Code on Companies and Associations on the following items:
(i) Rapport de gestion et rapport du commissaire;	(i) Management and auditor's report;
(ii) Approbation des comptes annuels de la Société clôturés le 31 décembre 2022;	(ii) Approval of the financial statements of the Company closed on 31 December 2022;
(iii) Affectation du résultat;	(iii) Allocation of net income;
(iv) Confirmation de l'approbation de l'exemption de la préparation de comptes consolidés et d'un rapport de gestion sur ces comptes an niveau de la Société pour l`exercice social clôturé le 31 décembre 2022 et décision sur l'exemption pour les exercices 2023 et 2024; (v) Décharge aux administrateurs et au	(iv) Confirmation of the approval of the exemption of the preparation of consolidated financial accounts and a directors' report on these accounts at the level of the Company for the financial year ended 31 December 2021 and decision on the exemption for the financial years 2023 and 2024;
commissaire de toute responsabilité pour l'exécution de leur mandat pour 1'exercice social clôturé au 31 décembre 2022; (vi) Décharge spéciale aux administrateurs et au	(v) Release to the directors and the auditor for the performance of their respective duties during the financial year which ended on 31 December 2022;
commissaire pour l'infraction aux dispositions des statuts et du Code des Sociétés et des Associations, consistant en la rédaction tardive des comptes annuels et du rapport de gestion, et la convocation tardive de 1'assemblée générale ordinaire;	(vi) Special release to the directors and the statutory auditor for the infringement of the provisions of the Articles of Association and the Companies and Associations Code, consisting in the late drafting of the annual financial statements and the management
(vii) Pouvoirs en vue des formalités.	report, and the late convening of the Ordinary General Meeting (vii) Powers for formalities.
Au cas ou les actionnaires n' adopteraient pas les décisions écrites unanimes concernant les points ci- dessus conformément à l'article 5:85 du Code des sociétés et des associations pour le 31 octobre 2023 au plus tard, l'assemblée générale des actionnaires sera convoquée dès que possible.	In the event that the shareholders would not adopt unanimous written resolutions with respect to the above items in accordance with Article 5:85 of the Code on Companies and Associations by 31 October 2023 at the latest, the annual meeting of shareholders will be convened as soon as possible.
L'ordre du jour étant épuisé, la réunion est levée à 14:10 heures	There being no further item on the agenda, the meeting was adjourned at 14:10.
De tout ce qui précède, il a été dressé le présent procès-verbal de la réunion du conseil, qui a été signé, après lecture, par le Président de séance et les administrateurs présents.	In consideration of the foregoing, these minutes of the Board meeting were drawn up and signed, after being read, by the Chairman of the meeting and the directors present.
le Président administrateur	DISCLAIMER: ENGLISH TRANSLATION PROVIDED FOR CONVENIENCE ONLY - FRENCH VERSION TO PREVAIL AND TO BE SIGNED
administrateur

Free translation

STATUTORY AUDITOR'S REPORT TO THE GENERAL MEETING OF INGEVITY HOLDINGS SRL FOR THE YEAR ENDED 31 DECEMBER 2022

In the context of the statutory audit of the annual accounts of Ingevity Holdings SRL ("the Company"), we hereby present our statutory auditor's report. It includes our report of the annual accounts and the other legal and regulatory requirements. This report is an integrated whole and is indivisible. This auditor's report follows our report of non-compliance (i.e. Nulla Buona report) prepared on April 25, 2023, which was addressed to you, due to the lack of the necessary documents to enable us to prepare our report within the predefined time limits.

We have been appointed as statutory auditor by the general meeting of 18 November 2021, following the proposal formulated by the board of directors . Our statutory auditor's mandate expires on the date of the general meeting deliberating on the annual accounts closed on 31 December 2023. We have performed the statutory audit of the annual accounts of the Company for the second time this year.

REPORT ON THE ANNUAL ACCOUNTS

Unqualified opinion

We have audited the annual accounts of the Company, which comprise the balance sheet as at 31 December 2022, the profit and loss account for the year then ended and the notes to the annual accounts, characterised by a balance sheet total of 154.396.078 EUR and a profit and loss account showing a profit for the year of 14.723.291 EUR.

In our opinion, the annual accounts give a true and fair view of the Company's net equity and financial position as at 31 December 2022, as well as of its results for the year then ended, in accordance with the financial reporting framework applicable in Belgium.

Basis for unqualified opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) as applicable in Belgium. Our responsibilities under those standards are further described in the 'Statutory auditor's responsibilities for the audit of the annual accounts' section in this report. We have complied with all the ethical requirements that are relevant to the audit of annual accounts in Belgium, including those concerning independence.

We have obtained from the administrative body and the officials of the Company the explanations and information necessary for performing our audit.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Responsibilities of administrative body for the drafting of the annual accounts •

The administrative body is responsible for the preparation of annual accounts that give a true and fair view in accordance with the financial reporting framework applicable in Belgium, and for such internal control as the administrative body determines is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error.

In preparing the annual accounts, the administrative body is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the administrative body either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Statutory auditor's responsibilities for the audit of the annual accounts

Our objectives are to obtain reasonable assurance about whether the annual accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue a statutory auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual accounts.

When executing our audit, we respect the legal, regulatory and normative framework applicable for the audit of annual accounts in Belgium. However, a statutory audit does not guarantee the future viability of the Company, neither the efficiency and effectiveness of the management of the Company by the administrative body. Our responsibilities with respect to the administrative body's use of the going concern basis of accounting are described below.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

•	Identify and assess the risks of material misstatement of the annual accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
•	Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control;
•	Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the administrative body;
•	Conclude on the appropriateness of the administrative body's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our statutory auditor's report to the related disclosures in the annual accounts or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our statutory auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern;
•	Evaluate the overall presentation, structure and content of the annual accounts and whether the annual accounts represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the administrative body regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identified during our audit.

OTHER LEGAL AND REGULATORY REQUIREMENTS

Responsibilities of the administrative body •

The administrative body is responsible for the preparation and the content of the management report, for the documents to be deposited in accordance with the legal and regulatory requirements, as well as for the compliance with the legal and regulatory requirements regarding bookkeeping, with the Code of companies and associations and with the Company's bylaws.

Responsibilities of the statutory auditor

In the context of our mission and in accordance with the Belgian standard (version revised 2020) which is complementary to the International Standards on Auditing (ISAs) as applicable in Belgium, it is our responsibility to verify, in all material aspects, the management report, certain documents to be deposited in accordance with the legal and regulatory requirements, and compliance with certain provisions of the Code of Companies and Associations and of the Company's by-laws, as well as to report on these elements.

Aspects related to the management report •

In our opinion, after having performed specific procedures in relation to the management report, the management report is consistent with the annual accounts for the same financial year, and it is prepared in accordance with articles 3:5 and 3:6 of the Code of Companies and Associations.

In the context of our audit of the annual accounts, we are also responsible for considering, in particular based on the knowledge we have obtained during the audit, whether the management report contains any material misstatement, i.e. any information which is inadequately disclosed or otherwise misleading. Based on the procedures we have performed, there are no material misstatements we have to report to you.

Statement related to the social balance sheet

The social balance sheet, to be deposited at the National Bank of Belgium in accordance with article 3:12, §1, 8° of the Code of companies and associations, includes, both in terms of form and content, the information required by the said Code, including that relating to information on wages and training and does not present any material inconsistencies with the information that we have at our disposition during the performance of our mission.

Statement related to independence

• Our audit firm and our network did not provide services which are incompatible with the statutory audit of annual accounts and our audit firm remained independent of the Company during the terms of our mandate.

Other statements

• Without prejudice to certain formal aspects of minor importance, the accounting records are maintained in accordance with the legal and regulatory requirements applicable in Belgium.

• The appropriation of results proposed to the general meeting complies with the legal provisions and the Company's bylaws.

• The company has not complied with the Code of Companies and Associations with respect to the time limits for delivering the required documents to the auditor and to the shareholders, as well as for convening the general meeting. We do not have to report to you any other transactions undertaken or decisions taken in violation of the Articles of Association or the Code of Companies and Associations.

Zaventem, 27 October 2023

BDO Réviseurs d'Entreprises SRL
Statutory auditor

Represented by Michaël Delbeke*, Auditor, *Acting for a company